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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________________
FORM 10-Q
________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 001-39252
________________________________________
Clover Health Investments, Corp.
(Exact Name of Registrant as Specified in its Charter)
________________________________________
Delaware98-1515192
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3401 Mallory Lane, Suite 210
Franklin, Tennessee
37067
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (201) 432-2133
________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareCLOVThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  o    No  x
At May 1, 2023, the registrant had 394,162,057 shares of Class A Common Stock, $0.0001 par value per share, and 88,492,309 shares of Class B Common Stock, $0.0001 par value per share, issued and outstanding.


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As used in this report, "Company," "Clover," "Clover Health," "we," "us," "our," "our company," and similar terms refer to Clover Health Investments, Corp. and its consolidated subsidiaries, unless otherwise noted or the context otherwise requires.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements contained in this document other than statements of historical fact, including statements regarding our future results of operations, financial position, market size and opportunity, our business strategy and plans, the factors affecting our performance and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "could," "should," "would," "can," "expect," "project," "outlook," "forecast," "objective," "plan," "potential," "seek," "grow," "target," "if," and the negative or plural of these words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including the risk factors described in our filings with the Securities and Exchange Commission (the "SEC"). Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this document may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements contained in this document involve a number of judgments, risks and uncertainties, including, without limitation, risks related to:

our expectations regarding results of operations, financial condition, and cash flows;
our expectations regarding the development and expansion of our Insurance and Non-Insurance businesses;
our ability to successfully enter new service markets and manage our operations;
anticipated trends and challenges in our business and in the markets in which we operate;
our ability to expand our beneficiary base and provider network;
our ability to maintain and increase adoption and use of Clover Assistant;
the anticipated benefits associated with the use of Clover Assistant, including our ability to utilize the platform to manage our medical care ratios;
our ability to develop new features and functionality that meet market needs and achieve market acceptance;
our ability to retain and hire necessary employees and staff our operations appropriately;
the timing and amount of certain investments in growth;
the effect of uncertainties related to the global COVID-19 pandemic on our business, results of operations, and financial condition;
the outcome of any known and unknown litigation and regulatory proceedings;
any current, pending, or future legislation, regulations or policies that could have a negative effect on our revenue and businesses, including rules, regulations, and policies relating to healthcare and Medicare;
our ability to maintain or improve our Star Ratings or otherwise continue to improve the financial performance of our business;
fluctuations in the price of our Class A common stock and our compliance with Nasdaq's listing requirements
our ability to maintain, protect, and enhance our intellectual property;
general economic conditions and uncertainty, including the societal and economic impact of the COVID-19 pandemic and its variants;
inflation; and
geopolitical uncertainty and instability.

We caution you that the foregoing list of judgments, risks, and uncertainties that may cause actual results to differ materially from those in the forward-looking statements may not be complete. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur or may be materially different from what we expect. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we undertake no obligation to update any of these forward-looking statements after the date of this document or to conform these statements to actual results or revised expectations.

This document contains estimates, projections, and other information concerning our industry, our business, and the markets for our products. We obtained the industry, market, and similar data set forth in this document from our own internal estimates and research and from industry research, publications, surveys, and studies conducted by third parties, including governmental agencies, and such information is inherently subject to uncertainties. Actual events or circumstances may differ materially from events and circumstances that are assumed in this information. You are cautioned not to give undue weight to any such information, projections, or estimates.



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As a result of a number of known and unknown risks and uncertainties, including without limitation, the important factors described in our reports filed with the SEC, including the discussion under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements.

Additional Information

Our website address is www.cloverhealth.com. Our filings with the SEC are posted on our website and available free of charge as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC. The content on our website or on any other website referred to in this document is not incorporated by reference in this document. Further, the Company's references to website URLs are intended to be inactive textual references only.

Channels for Disclosure of Information

Investors and others should note that we routinely announce material information to investors and the marketplace using filings with the SEC, press releases, public conference calls, presentations, webcasts, and the investor relations page of our website. We use the investor relations page of our website for purposes of compliance with Regulation FD and as a routine channel for distribution of important information, including news releases, analyst presentations, financial information, and corporate governance practices. We also use certain social media channels as a means of disclosing information about the Company and our products to our customers, investors, and the public, including @CloverHealth and #CloverHealth on Twitter, and the LinkedIn account of our Chief Executive Officer, Andrew Toy. The information posted on social media channels is not incorporated by reference in this report or in any other report or document we file with the SEC. While not all of the information that we post to the investor relations page of our website or to social media accounts is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media, and others interested in the Company to review the information that we share at the "Investors" link located on our webpage at https://investors.cloverhealth.com/investor-relations and to sign up for and regularly follow our social media accounts. Users may automatically receive email alerts and other information about the Company when enrolling an email address by visiting "Email Alerts" in the "Investor Resources" section of our website at https://investors.cloverhealth.com/investor-relations.


4


Part I
Item 1. Financial Statements and Supplementary Data
CLOVER HEALTH INVESTMENTS, CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)


March 31, 2023
(Unaudited)
December 31, 2022
Assets
Current assets
Cash and cash equivalents$190,562 $103,791 
Short-term investments69,478 41,457 
Investment securities, available-for-sale (Amortized cost: 2023: $159,062; 2022: $193,300)
156,542 189,498 
Investment securities, held-to-maturity (Fair value: 2023: $15; 2022: $15)
15 15 
Accrued retrospective premiums70,185 20,387 
Other receivables24,291 23,596 
Healthcare receivables56,943 70,607 
Non-Insurance performance year receivable552,620  
Non-Insurance receivable53,625 52,955 
Surety bonds and deposits80,329 100,502 
Prepaid expenses16,898 18,146 
Other assets, current2,771 4,043 
Total current assets1,274,259 624,997 
Investment securities, available-for-sale (Amortized cost: 2023: $139,643; 2022: $142,940)
135,132 137,368 
Investment securities, held-to-maturity (Fair value: 2023: $651; 2022: $636)
741 742 
Property and equipment, net4,547 5,753 
Operating lease right-of-use assets4,109 4,025 
Goodwill and other intangible assets20,000 20,000 
Other assets, non-current14,801 15,735 
Total assets$1,453,589 $808,620 

The accompanying notes are an integral part of these condensed consolidated financial statements.



5


CLOVER HEALTH INVESTMENTS, CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)


March 31, 2023
(Unaudited)
December 31, 2022
Liabilities and Stockholders' Equity
Current liabilities
Unpaid claims$141,258 $141,947 
Due to related parties, net1,331 1,566 
Non-Insurance performance year obligation, current613,057 73,844 
Non-Insurance payable160,942 148,191 
Accounts payable and accrued expenses47,452 32,445 
Accrued salaries and benefits30,306 23,962 
Deferred revenue107,563  
Operating lease liabilities1,862 1,827 
Premium deficiency reserve5,430 7,239 
Other liabilities, current1,173 486 
Total current liabilities1,110,374 431,507 
Long-term operating lease liabilities3,908 4,033 
Other liabilities, non-current16,200 16,193 
Total liabilities1,130,482 451,733 
Commitments and Contingencies (Note 14)
Stockholders' equity
Class A Common Stock, $0.0001 par value; 2,500,000,000 shares authorized at March 31, 2023 and December 31, 2022; 394,129,673 and 383,998,718 issued and outstanding at March 31, 2023 and December 31, 2022, respectively
37 37 
Class B Common Stock, $0.0001 par value; 500,000,000 shares authorized at March 31, 2023 and December 31, 2022; 88,495,493 and 94,394,852 issued and outstanding at March 31, 2023 and December 31, 2022, respectively
9 9 
Additional paid-in capital2,358,622 2,319,157 
Accumulated other comprehensive loss(7,031)(9,374)
Accumulated deficit(2,019,039)(1,946,433)
Less: Treasury stock, at cost; 5,006,473 and 2,072,752 shares held at March 31, 2023 and December 31, 2022, respectively
(9,491)(6,509)
Total stockholders' equity323,107 356,887 
Total liabilities and stockholders' equity$1,453,589 $808,620 


The accompanying notes are an integral part of these condensed consolidated financial statements.




6


CLOVER HEALTH INVESTMENTS, CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
(Dollars in thousands, except per share and share amounts)
Three Months Ended
March 31,
20232022
Revenues:
Premiums earned, net (Net of ceded premiums of $122 and $119, for the three months ended March 31, 2023 and 2022, respectively)
$317,086 $278,169 
Non-Insurance revenue205,783 594,898 
Other income4,906 1,312 
Total revenues527,775 874,379 
Operating expenses:
Net medical claims incurred472,490 861,722 
Salaries and benefits70,207 69,091 
General and administrative expenses59,215 57,697 
Premium deficiency reserve benefit(1,810)(27,476)
Depreciation and amortization279 826 
Total operating expenses600,381 961,860 
Loss from operations(72,606)(87,481)
Interest expense 403 
Gain on investment (12,394)
Net loss$(72,606)$(75,490)
Per share data:
Net loss per share attributable to Class A and Class B common stockholders – basic and diluted (1)
$(0.15)$(0.16)
Weighted average number of common shares outstanding
Basic and diluted weighted average number of Class A and Class B common shares and common share equivalents outstanding (1)
478,805,067 473,028,651 
Net unrealized gain (loss) on available-for-sale investments$2,343 $(5,324)
Comprehensive loss$(70,263)$(80,814)
(1) Because the Company had a net loss during the three months ended March 31, 2023 and 2022, 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.
The accompanying notes are an integral part of these condensed consolidated financial statements.


7


CLOVER HEALTH INVESTMENTS, CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited)
(Dollars in thousands, except share amounts)
Convertible Preferred stockClass A Common StockClass B Common StockTreasury StockAdditional paid-in capitalAccumulated
deficit
Accumulated
other
comprehensive
income (loss)
Noncontrolling
interest
Total stockholders' equity (deficit)
Shares
AmountSharesAmount
Shares
Amount
Shares
Amount
Balance, December 31, 2021
 $ 352,645,626 $34 118,206,768 $12 14,730 $(147)$2,154,187 $(1,616,738)$(1,934)$3,903 $539,317 
Change in accounting policy— — — — — — — — — 723 — — 723 
Adjusted balance, beginning of period  352,645,626 34 118,206,768 12 14,730 (147)2,154,187 (1,616,015)(1,934)3,903 540,040 
Stock issuance for exercise of stock options, net of early exercise liability— — 151,620 — — — — — 331 — — — 331 
Stock-based compensation— — — — — — — — 40,640 — — — 40,640 
Vested restricted stock units— — 396,883 — 1,677,873 — — — — — — — — 
Vested performance stock units— — 8,951 — — — — — — — — — — 
Unrealized holdings gain on investment securities, available for sale— — — — — — — — — — (5,324)— (5,324)
Conversion from Class B Common Stock to Class A Common Stock— — 25,436,433 3 (25,436,433)(3)— — — — — —  
Treasury stock acquired— — — — — — 1,879,063 (5,939)— — — — (5,939)
Issuance of common stock under Employee Stock Purchase Plan— — 214,797 — — — — — — — — — — 
Derecognition of noncontrolling interest— — — — — — — — — — — (3,903)(3,903)
Net loss— — — — — — — — — (75,490)— — (75,490)
Balance, March 31, 2022
 $ 378,854,310 $37 94,448,208 $9 1,893,793 $(6,086)$2,195,158 $(1,691,505)$(7,258)$ $490,355 
Balance, December 31, 2022 $ 383,998,718 $37 94,394,852 $9 2,072,752 $(6,509)$2,319,157 $(1,955,582)$(9,374)$ $347,738 
Change in accounting policy— — — — — — — — — 9,149 — — 9,149 
Adjusted balance, beginning of period  383,998,718 37 94,394,852 9 2,072,752 (6,509)2,319,157 (1,946,433)(9,374) 356,887 
Stock issuance for exercise of stock options, net of early exercise liability— — 1,240 — — — — — 848 — — — 848 
Stock-based compensation— — — — — — — — 38,617 — — — 38,617 
Vested restricted stock units— — 5,390,973 — 1,773,104 — — — — — — — — 
Vested performance stock units— — — — — — — — — — — — — 
Unrealized holdings gain on investment securities, available for sale— — — — — — — — — — 2,343 — 2,343 
Conversion from Class B Common Stock to Class A Common Stock— — 7,672,463 — (7,672,463)— — — — — — —  
Treasury stock acquired— — (2,933,721)— — — 2,933,721 (2,982)— — — — (2,982)
Net loss— — — — — — — — — (72,606)— — (72,606)
Balance, March 31, 2023 $ 394,129,673 $37 88,495,493 $9 5,006,473 $(9,491)$2,358,622 $(2,019,039)$(7,031)$ $323,107 


The accompanying notes are an integral part of these condensed consolidated financial statements.


8


CLOVER HEALTH INVESTMENTS, CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
20232022
Cash flows from operating activities:
Net loss$(72,606)$(75,490)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense279 826 
Stock-based compensation expense38,617 40,640 
Accretion, net of amortization(923)(17)
Gain on investment (12,394)
Premium deficiency reserve(1,810)(27,476)
Changes in operating assets and liabilities:
Accrued retrospective premiums(49,798)(22,758)
Other receivables(695)551 
Surety bonds and deposits20,481 (2,156)
Prepaid expenses1,248 (11,934)
Other assets3,391 876 
Healthcare receivables13,664 5,863 
Non-Insurance receivable(670)(38)
Operating lease right-of-use assets(84)1,015 
Unpaid claims(924)25,266 
Accounts payable and accrued expenses15,007 (678)
Accrued salaries and benefits6,344 (3,557)
Deferred revenue107,563  
Other liabilities694 (894)
Performance year obligation(13,407)(16,738)
Non-Insurance payable12,751 43,230 
Operating lease liabilities(90)(1,179)
Net cash provided by (used in) operating activities79,032 (57,042)
Cash flows from investing activities:
Purchases of short-term investments, available-for-sale, and held-to-maturity securities(67,893)(113,079)
Proceeds from sales of short-term investments and available-for-sale securities15,001  
Proceeds from maturities of short-term investments, available-for-sale, and held-to-maturity securities63,324 150,000 
Purchases of property and equipment(251)(158)
Acquisition of Character Biosciences, Inc. Series A preferred shares (250)
Net cash provided by investing activities10,181 36,513 
Cash flows from financing activities:
Issuance of common stock, net of early exercise liability848 331 
Treasury stock acquired(2,982)(5,939)
Net cash used in financing activities(2,134)(5,608)
Net (decrease) increase in cash, cash equivalents, and restricted cash87,079 (26,137)
Cash, cash equivalents, and restricted cash, beginning of period186,213 299,968 
Cash, cash equivalents, and restricted cash, end of period$273,292 $273,831 
Reconciliation of cash and cash equivalents and restricted cash
Cash and cash equivalents$190,562 $273,831 
Restricted cash82,730  
Total cash, cash equivalents, and restricted cash$273,292 $273,831 
Supplemental disclosure of non-cash activities
Performance year receivable$(552,620)$(1,743,406)
Performance year obligation552,620 1,743,406 
Right-of-use assets obtained in exchange for lease liabilities 648 
Recognition of equity method investments and preferred stock 8,644 
Derecognition of noncontrolling interest 3,903 
Conversion of Character Biosciences, Inc. convertible note to preferred stock 250 
The accompanying notes are an integral part of these condensed consolidated financial statements.


9


CLOVER HEALTH INVESTMENTS, CORP. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
1. Organization and Operations
Clover Health Investments, Corp. (collectively with its affiliates and subsidiaries, "Clover" or the "Company") is focused on empowering physicians to identify and manage chronic diseases early. Clover has centered its strategy on building and deploying technology through its flagship software platform, Clover Assistant, to help America's seniors receive better care at lower costs.
Clover aims to provide affordable, high-quality Medicare Advantage plans, including Preferred Provider Organization ("PPO") and Health Maintenance Organization ("HMO") plans, through its regulated insurance subsidiaries. The Company's regulated insurance subsidiaries consist of Clover Insurance Company and Clover HMO of New Jersey Inc., which operate the Company's PPO and HMO health plans, respectively. On April 1, 2021, the Company's subsidiary, Clover Health Partners, LLC ("Health Partners"), began participating as a Direct Contracting Entity ("DCE") in the Global and Professional Direct Contracting Model ("DC Model") of the Centers for Medicare and Medicaid Services ("CMS"), an agency of the United States Department of Health and Human Services, through which the Company provides care to aligned Original Medicare beneficiaries (the "Non-Insurance Beneficiaries"). CMS redesigned the DC Model and renamed it the Accountable Care Organization ("ACO") Realizing Equity, Access, and Community Health ("REACH") ("ACO REACH Model" or "ACO REACH") Model effective January 1, 2023. 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 15 (Non-Insurance) in these financial statements.
For additional information, see Note 1 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 Form 10-K").

2. Summary of Significant Accounting Policies
Basis of presentation
The Company's interim unaudited condensed consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation of its financial position and its results of operations for the interim periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. Investments over which we exercise significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the 2022 Form 10-K.
Use of estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the condensed consolidated financial statements and the accompanying notes.
The area involving the most significant use of estimates is the amount 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


10


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, ACO REACH 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 and Consolidated Statements of Cash Flows have been reclassified to conform to the current year's presentation, primarily related to Non-Insurance receivable, Other assets, current, and Performance year obligation. In addition amounts in the prior years' Consolidated Statements of Cash Flows have been reclassified to confirm with the current year's presentation related to cash used by Performance year obligation.
Change in Accounting Policy
In the first quarter of 2023, the Company changed the method for determining premium deficiency reserves whereby anticipated net investment income is now included in the determination of premium deficiency reserves. The accounting policy election to include net investment income is preferable because it provides a better representation of the Company’s business model reflecting the fact that all cash flows, including investment income, are used to meet the Company’s obligations. The Company also believes that this change improves comparability with industry peers. This change is considered a change in accounting principle that requires retrospective application to all financial statement periods presented. This change decreased Accumulated deficit by $0.7 million to $1,616 million at January 1, 2022.
The effect of the changes made to the Company's Condensed Consolidated Statements of Comprehensive Income was as follows:

Three Months Ended March 31, 2022As ReportedEffect of ChangeAs Adjusted
(in thousands)
Premium deficiency reserve benefit$(27,657)$181 $(27,476)
Total operating expenses961,679 181 961,860 
Loss from operations(87,300)(181)(87,481)
Net loss$(75,309)$(181)$(75,490)
Per share data:
Net loss per share attributable to Class A and B common stockholders - basic and diluted$(0.16)$ $(0.16)
The cumulative effect of the changes made to the Company's Condensed Consolidated Balance Sheets was as follows:

December 31, 2022As ReportedEffect of ChangeAs Adjusted
(in thousands)
Premium deficiency reserve$16,388 $(9,149)$7,239 
Total current liabilities440,656 (9,149)431,507 
Total liabilities460,882 (9,149)451,733 
Accumulated deficit(1,955,582)9,149 (1,946,433)
Total stockholders' equity347,738 9,149 356,887 
Total liabilities and stockholders' equity808,620  808,620 



11


December 31, 2021As ReportedEffect of ChangeAs Adjusted
(in thousands)
Premium deficiency reserve$110,628 $(723)$109,905 
Total current liabilities372,624 (723)371,901 
Total liabilities411,487 (723)410,764 
Accumulated deficit(1,616,738)723 (1,616,015)
Total stockholders' equity539,317 723 540,040 
Total liabilities and stockholders' equity950,804  950,804 

There was no impact on total net cash used in operating activities.

The following table compares the amounts currently reported to amounts that would have been reported where the determination of the premium deficiency reserves excludes anticipated net investment income in the Condensed Consolidated Statements of Comprehensive Income.
Three Months Ended March 31, 2023As ReportedAs computed excluding anticipated net investment incomeEffect of Change
(in thousands)
Premium deficiency reserve benefit$(1,810)$(4,097)$2,287 
Total operating expenses600,381 598,094 2,287 
Loss from operations(72,606)(70,319)(2,287)
Net loss$(72,606)$(70,319)$(2,287)
Per share data:
Net loss per share attributable to Class A and B common stockholders - basic and diluted$(0.15)$(0.15)$ 

The following table compares the amounts currently reported to amounts that would have been reported where the determination of the premium deficiency reserves excludes anticipated net investment income in the Condensed Consolidated Balance Sheets.
March 31, 2023As ReportedAs computed excluding anticipated net investment incomeEffect of Change
(in thousands)
Premium deficiency reserve$5,430 $12,292 $(6,862)
Total current liabilities1,110,374 1,117,236 (6,862)
Total liabilities1,130,482 1,137,344 (6,862)
Accumulated deficit(2,019,039)(2,025,901)6,862 
Total stockholders' equity323,107 316,245 6,862 
Total liabilities and stockholders' equity1,453,589 1,453,589  
There was no impact on the Condensed Consolidated Statements of Cash Flows.
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.


12


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.
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
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 both the DC Model and ACO REACH Model are included in the Non-Insurance operating segment. See Note 16 (Operating Segments) for additional information.

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.


13


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 Statements of Operations and Comprehensive Loss. At March 31, 2023 and December 31, 2022, there were no deferred acquisition costs as a result of the acceleration of amortization for deferred acquisition costs due to the recognition of a premium deficiency reserve. For the three months ended March 31, 2023 and 2022, charges related to deferred acquisition costs of $3.9 million, and $11.8 million, respectively, were recognized within General and administrative expenses.
Recent accounting pronouncements
Recently adopted accounting pronouncements

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 at 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 at 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 did not have a material impact on the Company's financial statements.

Accounting pronouncements effective in future periods

None.



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3. Investment Securities
The following tables present amortized cost and fair values of investments at March 31, 2023 and December 31, 2022, respectively:
March 31, 2023Amortized costAccumulated unrealized gainsAccumulated unrealized lossesFair value
(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities
$756 $ $(90)$666 
Investment securities, available-for-sale
U.S. government and government agencies and authorities
192,016 60 (6,687)185,389 
Corporate debt securities106,689 95 (499)106,285 
Total held-to-maturity and available-for-sale investment securities
$299,461 $155 $(7,276)$292,340 

December 31, 2022Amortized costAccumulated unrealized gainsAccumulated unrealized lossesFair 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 debt98,783 38 (422)98,399 
Total held-to-maturity and available-for-sale investment securities
$336,997 $48 $(9,528)$327,517 
The following table presents the amortized cost and fair value of debt securities at March 31, 2023, by contractual maturity:
March 31, 2023Held-to-maturityAvailable-for-sale
Amortized costFair valueAmortized costFair value
(in thousands)
Due within one year$15 $15 $159,062 $156,542 
Due after one year through five years631 553 139,643 135,132 
Due after five years through ten years    
Due after ten years110 98   
Total$756 $666 $298,705 $291,674 


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For the three months ended March 31, 2023 and 2022, 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:
Three Months Ended
March 31,
20232022
(in thousands)
Cash and cash equivalents$1,629 $2 
Short-term investments492 71 
Investment securities1,814 237 
Investment income, net$3,935 $310 
Gross unrealized losses and fair values aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows at March 31, 2023, and December 31, 2022, respectively:
March 31, 2023Less than 12 monthsGreater than 12 monthsTotal
Fair valueUnrealized lossFair valueUnrealized lossFair valueUnrealized loss
(in thousands, except number of positions)
U.S. government and government agencies and authorities$11,535 $(76)$155,066 $(6,701)$166,601 $(6,777)
Corporate debt securities72,854 (499)  72,854 (499)
Total$84,389 $(575)$155,066