Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-40154 | ||
Entity Registrant Name | Oscar Health, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-1315570 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Central Index Key | 0001568651 | ||
Entity Address, Address Line One | 75 Varick Street, 5th Floor | ||
Entity Address, City or Town | New York, | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10013 | ||
City Area Code | (646) | ||
Local Phone Number | 403-3677 | ||
Title of 12(b) Security | Class A Common Stock, $0.00001 par value per share | ||
Trading Symbol | OSCR | ||
Security Exchange Name | NYSE | ||
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 | $ 727,700 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to its 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022 are incorporated herein by reference in Part III. | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 181,187,578 | ||
Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 35,115,807 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Philadelphia, Pennsylvania |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 1,558,595 | $ 1,103,995 |
Short-term investments | 1,397,287 | 587,086 |
Premium and other receivables | 216,475 | 138,414 |
Risk adjustment transfer receivable | 49,861 | 40,659 |
Reinsurance recoverable | 892,887 | 431,990 |
Other current assets | 6,450 | 3,782 |
Total current assets | 4,121,555 | 2,305,926 |
Property, equipment, and capitalized software, net | 59,888 | 46,611 |
Long-term investments | 222,919 | 844,476 |
Restricted deposits | 27,483 | 28,085 |
Other assets | 94,756 | 96,552 |
Total Assets | 4,526,601 | 3,321,650 |
Current Liabilities: | ||
Benefits payable | 937,727 | 513,582 |
Risk adjustment transfer payable | 1,517,493 | 794,398 |
Premium deficiency reserve | 4,214 | 29,246 |
Unearned premiums | 78,998 | 75,044 |
Accounts payable and accrued liabilities | 297,841 | 234,788 |
Reinsurance payable | 427,649 | 205,231 |
Total current liabilities | 3,263,922 | 1,852,289 |
Long-term debt | 297,999 | 0 |
Other liabilities | 72,280 | 76,839 |
Total liabilities | 3,634,201 | 1,929,128 |
Commitments and contingencies (Note 19) | ||
Stockholders' Equity | ||
Preferred stock, $0.00001 par value; 82,500,000 shares authorized, none issued or outstanding as of December 31, 2022 and 2021 | 0 | 0 |
Treasury stock (314,600 shares as of December 31, 2022 and 2021) | (2,923) | (2,923) |
Additional paid-in capital | 3,509,007 | 3,393,533 |
Accumulated deficit | (2,605,987) | (1,999,712) |
Accumulated other comprehensive loss | (9,715) | (3,671) |
Total Oscar Health, Inc. stockholders’ equity | 890,384 | 1,387,229 |
Noncontrolling interests | 2,016 | 5,293 |
Total stockholders’ equity | 892,400 | 1,392,522 |
Total Liabilities and Stockholders' Equity | 4,526,601 | 3,321,650 |
Class A | ||
Stockholders' Equity | ||
Common stock | 2 | 2 |
Class B | ||
Stockholders' Equity | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 82,500,000 | 82,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock (in shares) | 314,600 | 314,600 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 825,000,000 | 825,000,000 |
Common stock, shares issued | 181,176,239 | 175,212,223 |
Common stock, shares outstanding | 181,176,239 | 175,212,223 |
Class B | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 82,500,000 | 82,500,000 |
Common stock, shares issued | 35,115,807 | 35,115,807 |
Common stock, shares outstanding | 35,115,807 | 35,115,807 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | |||
Premiums before ceded reinsurance | $ 5,334,520 | $ 2,712,988 | $ 1,672,339 |
Reinsurance premiums ceded | (1,463,403) | (881,968) | (1,217,304) |
Premiums earned | 3,871,117 | 1,831,020 | 455,035 |
Administrative services revenue | 61,047 | 5,394 | 0 |
Investment income and other revenue | 31,474 | 2,301 | 7,766 |
Total revenue | 3,963,638 | 1,838,715 | 462,801 |
Operating Expenses | |||
Claims incurred, net | 3,280,798 | 1,623,995 | 309,353 |
Other insurance costs | 706,439 | 410,363 | 216,534 |
General and administrative expenses | 309,783 | 265,078 | 166,655 |
Federal and state assessments | 281,518 | 139,085 | 81,458 |
Health insurance industry fee | 0 | 0 | 19,251 |
Premium deficiency reserve release | (25,033) | (55,325) | 71,816 |
Total operating expenses | 4,553,505 | 2,383,196 | 865,067 |
Loss from operations | (589,867) | (544,481) | (402,266) |
Interest expense | 22,623 | 4,720 | 3,514 |
Other expenses (income) | (2,415) | 1,201 | 0 |
Loss on extinguishment of debt | 0 | 20,178 | 0 |
Loss before income taxes | (610,075) | (570,580) | (405,780) |
Income tax (benefit) provision | (523) | 846 | 1,045 |
Net loss | (609,552) | (571,426) | (406,825) |
Less: Net income (loss) attributable to noncontrolling interests | (3,277) | 1,180 | 0 |
Net loss attributable to Oscar Health, Inc. | $ (606,275) | $ (572,606) | $ (406,825) |
Earnings (Loss) per Share | |||
Net loss per share attributable to Oscar Health, Inc., basic (in dollars per share) | $ (2.85) | $ (3.20) | $ (14.16) |
Net loss per share attributable to Oscar Health, Inc., diluted (in dollars per share) | $ (2.85) | $ (3.20) | $ (14.16) |
Weighted average common shares outstanding, basic | 212,474,615 | 178,967,056 | 29,263,424 |
Weighted-average common shares outstanding, diluted | 212,474,615 | 178,967,056 | 29,263,424 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (609,552) | $ (571,426) | $ (406,825) |
Other comprehensive income (loss), net of tax: | |||
Net unrealized gains (losses) on securities available for sale | (6,044) | (4,550) | 906 |
Comprehensive loss | (615,596) | (575,976) | (405,919) |
Comprehensive income (loss) attributable to noncontrolling interests | (3,277) | 1,180 | 0 |
Comprehensive loss attributable to Oscar Health, Inc. | $ (612,319) | $ (577,156) | $ (405,919) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Common Stock Class A | Common Stock Class B | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 400,904,302 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 1,744,911 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Conversion of pre-IPO shares to Class A and Class B common stock (in shares) | (400,904,302) | ||||||||
Conversion of pre-IPO shares to Class A and Class B common stock | $ (1,744,911) | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 31,409,202 | 0 | 0 | ||||||
Beginning balance at Dec. 31, 2020 | (1,295,893) | $ 2 | $ 0 | $ 0 | $ (2,923) | $ 133,255 | $ (1,427,106) | $ 879 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of pre-IPO shares to Class A and Class B common stock (in shares) | 31,409,202 | 130,280,651 | 35,115,807 | ||||||
Conversion of pre-IPO shares to Class A and Class B common stock | 1,744,910 | $ (2) | $ 1 | 1,744,911 | |||||
Issuance of common stock upon IPO, net of underwriting discount (in shares) | 36,391,946 | ||||||||
Issuance of common stock upon IPO, net of underwriting discount | 1,338,875 | $ 1 | 1,338,874 | ||||||
Issuance of common stock upon exercise of warrants and call options (in shares) | 1,115,973 | ||||||||
Issuance of common stock upon exercise of warrants and call options | 37,071 | 37,071 | |||||||
Issuance of common stock from equity incentive plans (in shares) | 7,423,653 | ||||||||
Issuance of common stock from equity incentive plans | 50,009 | 50,009 | |||||||
Stock-based compensation expense | 86,296 | 86,296 | |||||||
Equity transaction with Subsidiary | 7,230 | 3,117 | 4,113 | ||||||
Net unrealized gains (losses) on securities available for sale | (4,550) | (4,550) | |||||||
Net loss | (571,426) | (572,606) | 1,180 | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 175,212,223 | 35,115,807 | ||||||
Ending balance at Dec. 31, 2021 | $ 1,392,522 | $ 0 | $ 2 | $ 0 | (2,923) | 3,393,533 | (1,999,712) | (3,671) | 5,293 |
Ending balance (in shares) at Dec. 31, 2022 | 0 | ||||||||
Ending balance at Dec. 31, 2022 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock from equity incentive plans (in shares) | 5,964,016 | ||||||||
Issuance of common stock from equity incentive plans | 1,299 | 1,299 | |||||||
Stock-based compensation expense | 112,329 | 112,329 | |||||||
Joint venture contributions | 1,846 | 1,846 | |||||||
Net unrealized gains (losses) on securities available for sale | (6,044) | (6,044) | |||||||
Net loss | (609,552) | (606,275) | (3,277) | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 181,176,239 | 35,115,807 | ||||||
Ending balance at Dec. 31, 2022 | $ 892,400 | $ 0 | $ 2 | $ 0 | $ (2,923) | $ 3,509,007 | $ (2,605,987) | $ (9,715) | $ 2,016 |
Consolidated Statements of Cash
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 | $ (609,552) | $ (571,426) | $ (406,825) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Deferred taxes | (165) | (101) | (67) |
Net realized loss (gain) on sale of financial instruments | 1,274 | (209) | (1,246) |
Loss on fair value of warrant liabilities | 0 | 12,856 | 5,101 |
Depreciation and amortization expense | 15,283 | 14,605 | 11,285 |
Amortization of debt issuance costs | 713 | 329 | 327 |
Stock-based compensation expense | 112,329 | 86,296 | 35,869 |
Investment amortization, net of accretion | 2,480 | 8,031 | 2,588 |
Loss on extinguishment of debt | 0 | 20,178 | 0 |
(Increase) / decrease in: | |||
Premium and other receivables | (78,061) | (66,953) | (35,254) |
Risk adjustment transfer receivable | (9,202) | (9,502) | (6,035) |
Reinsurance recoverable | (460,897) | 147,403 | (63,329) |
Other assets | (243) | (11,299) | 2,210 |
Increase / (decrease) in: | |||
Benefits payable | 424,146 | 201,667 | 155,357 |
Unearned premiums | 3,953 | 3,140 | 46,596 |
Premium deficiency reserve | (25,033) | (55,325) | 71,816 |
Accounts payable and other liabilities | 57,811 | 98,619 | 75,800 |
Reinsurance payable | 222,418 | (138,082) | (89,197) |
Risk adjustment transfer payable | 723,095 | 78,028 | 417,736 |
Net cash (used in) provided by operating activities | 380,349 | (181,745) | 222,732 |
Cash flows from investing activities: | |||
Purchase of investments | (1,192,706) | (1,810,076) | (1,001,038) |
Sale of investments | 360,616 | 624,077 | 489,528 |
Maturity of investments | 633,467 | 430,694 | 182,060 |
Purchase of property, equipment and capitalized software | (29,012) | (25,885) | (14,021) |
Change in restricted deposits | 1,116 | 6,675 | (1,243) |
Net cash used in investing activities | (226,519) | (774,515) | (344,714) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 305,000 | 0 | 147,000 |
Payments of debt issuance costs | (7,035) | 0 | (4,840) |
Proceeds from joint venture contribution | 1,846 | 0 | 0 |
Debt prepayment | 0 | (153,173) | 0 |
Debt extinguishment costs | 0 | (12,994) | 0 |
Proceeds from IPO, net of underwriting discounts | 0 | 1,348,321 | 0 |
Offering costs from IPO | 0 | (9,447) | 0 |
Convertible preferred stock and call option issuances | 0 | 0 | 375,671 |
Proceeds from exercise of warrants and call options | 0 | 9,191 | 74,581 |
Proceeds from partial sale of subsidiary to noncontrolling interest | 0 | 7,230 | 0 |
Proceeds from exercise of stock options | 1,299 | 49,584 | 19,295 |
Net cash provided by financing activities | 301,110 | 1,238,712 | 611,707 |
Increase in cash, cash equivalents and restricted cash equivalents | 454,940 | 282,452 | 489,725 |
Cash, cash equivalents, restricted cash and cash equivalents—beginning of period | 1,125,557 | 843,105 | 353,380 |
Cash, cash equivalents, restricted cash and cash equivalents—end of period | 1,580,497 | 1,125,557 | 843,105 |
Cash and cash equivalents | 1,558,595 | 1,103,995 | 826,326 |
Restricted cash and cash equivalents included in restricted deposits | 21,902 | 21,562 | 16,779 |
Total cash, cash equivalents and restricted cash and cash equivalents | 1,580,497 | 1,125,557 | 843,105 |
Supplemental Disclosures: | |||
Interest payments | 10,079 | 4,256 | 0 |
Income tax payments | 1,893 | 697 | 1,525 |
Non-cash investing and financing activities: | |||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | 0 | 1,744,911 | 0 |
Net exercise of preferred stock warrants to preferred stock upon initial public offering | 0 | 28,248 | 0 |
Adjustment to fair value of preferred stock warrant liability upon initial public offering | $ 0 | $ 13,243 | $ 0 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Oscar Health, Inc. ("Oscar" or the "Company") is the first health insurance company built around a full stack technology platform and a relentless focus on serving its members. Headquartered in New York City, Oscar offers two complementary products: (1) innovative and consumer-oriented health plans are sold to Individual, Small Group and Medicare Advantage members and (2) via +Oscar, the Company leverages its technology platform to sell services to providers and payors to directly enable their shift to value-based care. The Company operates as one segment to sell insurance to its members directly and through the federal and state-run health care exchanges formed in conjunction with the Patient Protection and Affordable Care Act via its health insurance subsidiaries and to sell services via its +Oscar offering. Individual plans are offered to individuals and families through Health Insurance Marketplaces. Small Group plans are offered to employees of companies with 50 - 100 full-time workers. Medicare Advantage is offered to adults who are age 65 and older and eligible for traditional Medicare but who instead select coverage through a private market plan. The Company has also partnered with Cigna through the Cigna + Oscar partnership, which unites Oscar’s highly-differentiated member experience with Cigna’s broad provider networks, to exclusively serve the Small Group employer market. Initial Public Offering On March 2, 2021, the Company's registration statement on Form S-1 (the “IPO Registration Statement”) related to its initial public offering (“IPO”) was declared effective and the Company’s Class A common stock, par value $0.00001 per share (the “Class A common stock”) began trading on the New York Stock Exchange on March 3, 2021. On March 5, 2021, the Company completed its IPO, in which the Company sold 36,391,946 shares of Class A common stock at a price to the public of $39.00 per share. The Company received aggregate net proceeds of $1.3 billion after deducting underwriting discounts and commissions of $71.0 million. The Company used a portion of the net proceeds of the IPO to repay in full outstanding borrowings, including fees and expenses, under the Term Loan Facility. Refer to Note 15 - Long-Term Debt for more information. The Company's Class A common stock is traded on the New York Stock Exchange under the symbol "OSCR." Reclassification and Reverse Stock Split In connection with its IPO, on March 3, 2021, the Company filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which effected a reclassification of the Company’s issued and outstanding share capital and a one-for-three reverse stock split. Upon conversion of all outstanding shares of convertible preferred stock, and upon filing of the Company’s Amended and Restated Certificate of Incorporation, all outstanding shares of each series of the Company’s convertible preferred stock and common stock issued and outstanding prior to the IPO converted and/or were reclassified into an aggregate of 132,760,639 shares of Class A common stock and 35,335,579 shares of Class B common stock, par value $0.00001 per share (the “Class B common stock”), and 943,800 shares of common stock held in treasury were reclassified into an aggregate of 314,600 shares of Class A common stock. In accordance with accounting principles generally accepted in the United States (“ U.S. GAAP”), all shares of common stock and per share data that are presented in consolidated financial statements have been adjusted to reflect the reclassification and reverse stock split on a retroactive basis for all periods presented. Shares of convertible preferred stock presented in consolidated financial statements have not been adjusted for the reclassification or reverse stock split, as these shares were converted to common stock prior to the reclassification and reverse stock split. For additional information, see Note 16 - Stockholders’ Equity. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the accounts of the Company, all of the controlled subsidiaries and variable interest entities of which the Company is the primary beneficiary. Noncontrolling interest consists of equity that is not attributable directly or indirectly to the Company. All material intercompany transactions have been eliminated in consolidation. Balances (except per share data) are presented in U.S. dollars and rounded, as indicated. In order to preserve the mathematical accuracy of the underlying calculations, immaterial footing differences may occur between the sum of individual balances and the total balances presented. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates inherent in the preparation of the accompanying audited consolidated financial statements include healthcare costs incurred but not yet reported (“IBNR”), premium deficiency reserve (“PDR”) and risk adjustment. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ materially from these estimates. Revenue Recognition Premium Revenue Premium revenue includes direct policy premiums collected directly from members and subsidies received from the Centers for Medicare & Medicaid Services ("CMS") as part of the Advanced Premium Tax Credit ("APTC") and Medicare Advantage programs, along with assumed premiums from the Company's coinsurance agreement. Premium revenue is adjusted for the estimated impact of the risk adjustment program required by CMS. Total premiums earned includes the effect of reinsurance premiums ceded as part of the Company's reinsurance agreements. The Company receives a fixed premium per member per month and recognizes premium revenue during the period in which it is obligated to provide services to its members. For direct policy premiums received from CMS, revenue is recorded based on membership and eligibility criteria provided by CMS and is subject to monthly adjustment by CMS. Administrative Services Revenue The Company provides administrative services as part of +Oscar, its tech-driven platform offering designed to help providers and payors directly enable their shift to value-based care. Revenue is recognized in the period the contractual performance obligations are satisfied and measured in an amount that reflects the consideration the Company expects to be entitled to in exchange for performing the services. The timing of the Company's revenue recognition may differ from the timing of payment by customers. A receivable is recorded when revenue is recognized prior to payment and there is an unconditional right to payment. Alternatively, deferred revenue is recognized when payment is received before the performance obligations are satisfied. Affordable Care Act (“ACA”) The Company conducts business through the state-run health care exchanges formed in conjunction with ACA and is therefore subject to certain programs and fees established by ACA, such as: • Minimum Medical Loss Ratio ("MLR") Requirements: The ACA established a minimum MLR ratio that requires insurers to pay rebates to customers when MLR is below established thresholds. The medical loss ratio represents medical costs as a percentage of premium revenue. Federal regulations define what constitutes medical costs and premium revenue for purposes of calculating the required minimum MLR. The Company records estimated MLR rebates as an adjustment to premium revenue. • Health Insurance Industry Fee (“HIF”): Prior to 2021, the ACA included an annual, nondeductible insurance industry tax that was levied proportionally across the insurance industry for risk-based health insurance products. The calculation was based on a ratio of the Company’s applicable net premiums written compared to the total U.S. health insurance industry applicable net premiums written during the previous calendar year. The ACA temporarily suspended the fee in 2019 and resumed it in 2020. Beginning in 2021, the fee has been permanently repealed. • Risk Adjustment: The ACA established a methodology that equates the health status of a person to a number, called a risk score, to predict healthcare costs in order to ensure that insurers receive sufficient compensation for members who are likely to incur higher medical costs. Risk Adjustment The Affordable Care Act (“ACA”) risk adjustment program is administered federally by the Centers for Medicare and Medicaid Services (“CMS”). Under this program, each plan is assigned a risk score based upon demographic information and current year claims information related to its members. Plans with lower than average risk scores relative to the estimated market average risk score, when applied to the statewide average premium, will have a risk adjustment payable into the pool. Inversely, plans with higher than average risk scores relative to the estimated market average risk score, when applied to the statewide average premium, will have a risk adjustment receivable from the pool. Management develops its membership risk scores for the risk adjustment payable using actuarial methodologies and assumptions and by analyzing member data, including demographic and projections of claims data expected to be submitted by the Company to CMS for settlement. Generally, the estimated market average risk score and statewide average premium are obtained from third party surveys of other insurance plans. There is judgment in estimating the Company’s membership risk scores and the estimated market average risk scores. Management refines its estimate as new information becomes available and the final report on actual market risk scores is received from CMS in June of the following year. In addition, CMS and the Office of Inspector General for Health and Human Services ("HHS") perform risk adjustment data validation (“RADV”) audits of health insurance plans to validate the coding practices of and supporting documentation maintained by health care providers, and such audits have in the past and may in the future result in adjustments to risk transfer payments. Reinsurance The Company enters into reinsurance agreements to manage its exposure to unexpected fluctuations in MLR and reduce its capital requirements. The Company enters into two different types of arrangements: quota share reinsurance contracts and excess of loss ("XOL") reinsurance contracts. In quota share reinsurance, the reinsurer agrees to assume a specified percentage of the ceding company’s losses in exchange for a corresponding percentage of premiums (net of a ceding commission paid by the reinsurer to the ceding company to cover the ceding company's administrative expenses). All premiums and claims ceded under the Company’s quota share agreements are shared proportionally with the Company’s reinsurers. Reinsurance recoveries are recorded as a reduction to claims incurred, net. To the extent ceded premiums exceed ceded claims and ceding commissions and a specified margin, the Company receives an experience refund, which is recognized as revenue. In XOL reinsurance, the reinsurer agrees to assume all or a portion of the ceding company’s losses in excess of a specified amount. Under XOL reinsurance, the premium payable to the reinsurer is negotiated by the parties based on losses on an individual member in a given calendar year and their assessment of the amount of risk being ceded to the reinsurer because the reinsurer does not share proportionately in the ceding company’s losses. Premiums under XOL reinsurance agreements are based on enrollment calculated on a per member per month basis. Reinsurance recoveries are recorded as reductions to claims incurred, net. Our reinsurance contracts generally have a duration of one In addition to ceded reinsurance, an Oscar health insurance subsidiary partially reinsures the Cigna+Oscar small group offering through a quota share reinsurance arrangement. The Company records assumed premiums and assumed claims. Refer to Note 4 - Reinsurance for more information. Premium Deficiency Reserve Premium deficiency reserve liabilities are established when it is probable that expected future claims and maintenance expenses will exceed future premium and reinsurance recoveries based on existing insurance contract terms including consideration of net investment income. For purposes of determining premium deficiency reserves, contracts are grouped consistent with the Company’s method of acquiring, servicing, and measuring the profitability of such contracts, which is generally on a line of business basis. Change in Accounting Principle For the year ended December 31, 2022, the Company elected to include anticipated net investment income in its determination of premium deficiency reserves. The accounting policy election to include net investment income is preferable because it best reflects the ultimate profitability of insurance contracts using all cash flows, inclusive of related investment income, and provides improved comparability with industry peers. This change is considered a change in accounting principle that requires retrospective application to all financial statement periods presented. However, because net investment income has historically been immaterial to the financial statements and to the premium deficiency reserve calculation, the effect of this change in accounting principle is immaterial to prior and current period balances. As a result, this change in accounting principle is being applied prospectively as of December 31, 2022. Cash and Cash Equivalents Cash and cash equivalents consists of highly liquid investments with original maturities of three months or less. Restricted Deposits The Company defines restricted deposits as restricted cash, cash equivalents and investments maintained on deposit or pledged primarily to various state agencies in connection with its insurance licensure. Statutory regulations require these amounts to remain on deposit indefinitely; therefore, the Company classifies these restricted deposits as long-term regardless of the contractual maturity date of the securities held. Restricted cash equivalents and investments are recorded at fair value. Investments The Company's investments are classified as available-for-sale and are carried at fair value. Short-term investments include securities with maturities between three months and one year. Long-term investments include securities with maturities greater than one year. The Company adopted the current expected credit losses ("CECL") model as of January 1, 2021 and evaluates its available-for-sale debt investments for impairment by monitoring the difference between the carrying value and fair value of a security and whether declines in fair value are credit-related. If a security is in an unrealized loss position and the Company has the intent to sell, or it is more likely than not that the security will be sold before recovery of its amortized cost basis, the decline in fair value is recognized as a loss on the income statement. For securities in an unrealized loss position that the Company does not intend to sell, the Company performs an evaluation to determine what portion of the unrealized losses are credit-related; this portion is recognized on the income statement as an allowance for credit losses. The remaining non-credit-related portion of the decline in fair value is recognized as an unrealized loss in accumulated other comprehensive income (loss). Prior to the adoption of CECL, the Company applied the other-than-temporary impairment model for securities in an unrealized loss position, which required the Company to assess the severity of the loss relative to its original cost, the time that the market value had been less than its original cost and considered the Company’s intent to retain the investments for a long enough period to allow for a sufficient market recovery. Allowance for Credit Losses Premium and other receivables primarily includes insurance premiums due from CMS and members, pharmaceutical rebates and other claims-related provider receivables and are reported net of any allowance for credit losses. Receivable balances are also recorded related to the Company's risk adjustment program, reinsurance program and value-based care arrangements. An allowance for credit losses is generally calculated based on historical collection experience, the counterparty's creditworthiness and consideration of current and future economic events. Policy Acquisition Costs Policy acquisition costs are those costs that relate directly to the successful acquisition of new and renewal insurance policies. Such costs include broker commissions, costs of policy issuance and underwriting, and other costs incurred to acquire new business or renew existing business. Policy acquisition costs, other than broker bonus commissions, are expensed in the period incurred. Broker bonuses are capitalized and amortized over the policy term. The Company's short-duration policies typically have a one-year term and may be canceled by the member upon 30 days' notice. Benefits Payable Benefits payable consists of liabilities for both claims incurred but not reported (“IBNR”) and reported but not yet processed through our systems that 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. IBNR is an actuarial estimate, determined by employing actuarial methods, that is based on claim payment patterns, medical cost inflation, historical developments such as claim inventory levels and claim receipt patterns, and other relevant factors. A significant portion of this balance is related to low dollar claims and potential claims disputes by providers. For low dollar incurred but not paid claims, for the months prior to the most recent two months, the Company typically uses the completion factor development method. This methodology is a detailed actuarial process that uses both historical claim payment patterns as well as emerging medical cost trends to project our best estimate of claim liabilities. Under this method, 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 historical 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. A seriatim methodology is utilized for high dollar claims which is supplemented by case management data supplied by medical and claims operations areas. For the most recent incurred months (typically the most recent two months), the percentage of claims paid for claims incurred in those months is generally low. This makes the completion factor methodology less reliable for such months. Therefore, incurred claims for recent months are not projected from historical completion and payment patterns; rather, they are primarily based on forecasted per member per month low dollar claims projections developed from the Company’s historical experience and adjusted for emerging experience data in the preceding months, which may include adjustments for known changes in estimates of recent hospital and drug utilization data, provider contracting changes, changes in benefit levels, changes in member cost sharing, changes in medical management processes, product mix, and workday seasonality. Because the reserve methodology is based upon historical information, it must be adjusted for known or suspected operational and environmental changes. These adjustments are made by our actuaries based on their knowledge and their estimate of emerging impacts to benefit costs and payment speed. Circumstances to be considered in developing our best estimate of reserves include changes in utilization levels, unit costs, member cost sharing, benefit plan designs, provider reimbursement levels, processing system conversions and changes, claim inventory levels, claim processing patterns, and claim submission patterns. We regularly review and set assumptions regarding cost trends and utilization when initially establishing claim liabilities. We continually monitor and adjust the claims liability and benefit expense based on subsequent paid claims activity. If it is determined that our assumptions regarding cost trends and utilization are materially different from actual results, our income statement and financial position could be impacted in future periods. Adjustments of prior year estimates may result in additional benefit expense or a reduction of benefit expense in the period an adjustment is made. Further, due to the considerable variability of healthcare costs, adjustments to claim liabilities occur each period and are sometimes significant as compared to the net income recorded in that period. Prior period development is recognized immediately upon the actuary’s judgment that a portion of the prior period liability is no longer needed or that an additional liability should have been accrued. That determination is made when sufficient information is available to ascertain that the re-estimate of the liability is reasonable. Settlement Reserves The Company also records as part of benefits payable, an estimate of the ultimate liability for actual and potential claims disputes by providers based on financial exposure, an estimated probability of dispute based on financial exposure and risk of litigation, and expected settlement rates, a gross up factor to account for unprocessed claims, and a completion factor for the most recent year. Since these liabilities are part of the overall claim reserve, they are proportionally ceded under the Company's reinsurance agreements for historical policy years with contracts in force. The settlement reserves included as part of the benefits payable balance was approximately $251.1 million and $137.7 million as of December 31, 2022 and 2021, respectively. Unallocated Claims Adjustment Expenses Claims adjustment expenses (“CAE”) are costs incurred or expected to be incurred in connection with the adjustment and recording of health claims not subject to reinsurance. Such expenses include, but are not limited to, case management, utilization review, and quality assurance and are intended to reduce the number of health services provided or the cost of such services. CAE is included in other insurance costs and the related CAE payable is included in accounts payable and accrued liabilities. Property, Equipment and Capitalized Software Property, equipment and capitalized software are reported at cost less accumulated depreciation. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the related assets, which range from 3 to 10 years. Costs related to certain software projects for internal use incurred during the application development stage are capitalized. Costs related to planning activities and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three years. Property, Equipment and Capitalized Software are assessed for impairment whenever events or circumstances suggest that an asset's carrying value may not be fully recoverable. Leases The Company leases office space under operating leases expiring on various dates through 2032. On the lease commencement date, a right-of-use ("ROU") asset and lease liability are recognized on the balance sheet based on the present value of the future minimum lease payments over the lease term. Since the Company's lease agreements do not provide an implicit rate, an incremental borrowing rate, based on the information available at commencement date, is used to determine the present value of future payments. The calculation of the ROU asset is based on the lease liability and also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company determines if an arrangement is a lease or contains a lease at inception of the arrangement based on the terms and conditions in the contract. Options to extend or terminate a lease at the Company's discretion are factored into the calculation of the lease liabilities and ROU assets only if the Company is reasonably certain it will exercise those options. Short-term leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease expense for the Company's operating leases is calculated on a straight-line basis over the lease term. Lease and non-lease components are accounted for as a single lease component for all asset classes. Earnings Per Share Earnings (loss) per share ("EPS") is calculated using the two-class method, which is an earnings allocation model that treats participating securities as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are required to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. For EPS computation purposes, the Company's Class A and Class B common stock are considered one single class of common stock because both classes have the same dividend and liquidation rights. For the year ended December 31, 2020, the Company's Series A and Series B common stock were treated as one class for EPS purposes. Variable Interest Entities The Company enters arrangements with various entities that are deemed to be variable interest entities (“VIE”). A VIE is an entity that either (1) has equity investors that lack certain essential characteristics of a controlling financial interest (including the ability to control activities of the entity, the obligation to absorb the entity’s expected losses and the right to receive the entity’s expected residual returns) or (2) lacks sufficient equity to finance its own activities without financial support provided by other entities, which in turn would be expected to absorb at least some of the expected losses of the VIE. The Company is deemed a primary beneficiary of a VIE if it has (1) the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could be potentially significant to the VIE. If both conditions are present, the Company is required to consolidate the VIE into its financial results. The Company has determined that it has a controlling financial interest in the medical professional corporations with which it has a business arrangement because, as part of its arrangement, the Company has guaranteed their debt, and the equity at risk is insufficient to finance their activities without additional subordinated financial support from the Company. Accounting Pronouncements - Recently Adopted EGC Status Upon its IPO in March 2021, the Company qualified as an emerging growth company ("EGC") under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) which, amongst other things, allowed for reduced disclosure requirements and an extended transition period for the implementation of new or revised accounting pronouncements. The Company elected to use this extended transition period for complying with new or revised accounting standards that had different effective dates for public and private companies until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As of September 30, 2021, the Company exceeded the maximum annual revenue threshold for EGCs, resulting in loss of EGC status as of December 31, 2021. As a result, the Company is required to comply with public company disclosure requirements applicable to registrants that have exited EGC status and adopted previously deferred accounting pronouncements as of January 1, 2021. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2022 | |
Insurance [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Premiums earned Premium revenue includes direct policy premiums collected directly from members and from the Centers for Medicare & Medicaid Services ("CMS") as part of the Advanced Premium Tax Credit Program ("APTC") and Medicare Advantage programs, along with assumed premiums from the Company's reinsurance agreements. Premium revenue is adjusted for the estimated impact of the risk adjustment program required by CMS. Total premiums earned includes the effect of reinsurance premiums ceded as part of the Company's reinsurance agreements. Refer to Note 4 - Reinsurance for more information. Year Ended December 31, 2022 2021 2020 (in thousands) Direct policy premiums $ 6,704,330 $ 3,420,328 $ 2,287,319 Assumed premiums 138,109 16,298 299 Direct and assumed premiums 6,842,439 3,436,626 2,287,618 Risk adjustment and corridor, net (1,507,919) (723,638) (615,279) Premiums before ceded reinsurance 5,334,520 2,712,988 1,672,339 Reinsurance premiums ceded (1,463,403) (881,968) (1,217,304) Total premiums earned $ 3,871,117 $ 1,831,020 $ 455,035 The following table summarizes the amounts of direct policy premiums received directly from CMS as part of APTC and Medicare Advantage for the year ended December 31, 2022: Year Ended December 31, 2022 2021 2020 (in thousands) APTC $ 5,675,794 $ 2,468,712 $ 1,351,379 Medicare Advantage $ 54,355 39,562 17,269 Total paid by CMS $ 5,730,149 $ 2,508,274 $ 1,368,648 Administrative services revenue Administrative services revenue includes revenue earned for services provided under the Company's +Oscar offering. The Company leverages its technology platform to provide administrative services to providers and payors to directly enable their shift to value-based care. Revenue from contracts with customers is reported within administrative services revenue in the consolidated statements of operations. As of December 31, 2022 and 2021, receivables from contracts with customers were $33.7 million and $2.8 million, respectively, and are reported within premiums and accounts receivable on the consolidated balance sheets. REINSURANCE The Company enters into reinsurance contracts under two different types of arrangements: quota share reinsurance contracts and XOL reinsurance contracts. In quota share reinsurance, the reinsurer assumes an agreed percentage of the underlying policies being reinsured and shares all premiums and incurred claims accordingly. In XOL reinsurance, the reinsurer agrees to assume all or a portion of the ceding company’s losses in excess of a specified amount. All premiums and claims ceded under the Company's quota share arrangements are shared proportionally with the reinsurers. As part of the agreements, the Company also receives ceding commissions, which are calculated based on a percentage of ceded premiums, and experience refunds (resulting from actual claims experience being lower than a specified threshold). Reinsurance Contracts Accounted for under Reinsurance Accounting and Deposit Accounting ASC 944: Financial Services - Insurance requires the substance of all reinsurance arrangements to be evaluated to ensure that significant risk is transferred by the ceding entity to the reinsurer. When significant risk is transferred, reinsurance accounting is required. Reinsurance contracts that do not meet the risk transfer requirements necessary to be accounted for under reinsurance accounting are accounted for under the deposit accounting method. The Company currently has quota share reinsurance arrangements with more than one counterparty with multiple state-level treaties. These arrangements are accounted for under both reinsurance accounting and deposit accounting. Under reinsurance accounting, premiums paid to the reinsurer are recorded as ceded premiums (a reduction to premium revenue). Expected reimbursements from the reinsurer for claims incurred are recorded as a reduction to claims incurred and a corresponding reinsurance recoverable asset. Under deposit accounting, a deposit asset or deposit liability is recorded based on the consideration paid or received, irrespective of the experience of the contract. Fees retained by the reinsurer are recognized within other insurance costs on the statement of operations. As a result, premiums earned and claims incurred that would have otherwise been ceded under reinsurance accounting are recorded on a net basis on the consolidated balance sheet as a deposit liability. The Company classifies deposit liabilities within accounts payable and other accrued liabilities on its consolidated balance sheets. The tables below present information for the Company's reinsurance arrangements accounted for under reinsurance accounting. The composition of total reinsurance premiums ceded and reinsurance premiums assumed, which are included as components of total premiums earned in the consolidated statement of operations, is as follows: Year Ended December 31, 2022 2021 2020 (in thousands) Reinsurance premiums ceded, gross $ (1,524,157) $ (921,953) $ (1,308,275) Experience refunds 60,754 39,985 90,971 Reinsurance premiums ceded (1,463,403) (881,968) (1,217,304) Reinsurance premiums assumed 138,109 16,298 299 Total reinsurance premiums (ceded) and assumed $ (1,325,294) $ (865,670) $ (1,217,005) The Company records claims expense net of reinsurance recoveries. The following table reconciles the total claims expense to the net claims expense as presented in the consolidated statement of operations: Year Ended December 31, 2022 2021 2020 (in thousands) Direct claims incurred $ 4,428,000 $ 2,403,108 $ 1,364,432 Ceded reinsurance claims (1,290,349) (800,769) (1,055,371) Assumed reinsurance claims 143,147 21,656 292 Total claims incurred, net $ 3,280,798 $ 1,623,995 $ 309,353 The Company records selling, general and administrative expenses net of ceding commissions. The following table reconciles total other insurance costs to the amount presented in the consolidated statement of operations: Year Ended December 31, 2022 2021 2020 (in thousands) Other insurance costs, gross $ 868,385 $ 492,609 $ 343,374 Ceding commissions (161,946) (82,246) (126,840) Other insurance costs, net $ 706,439 $ 410,363 $ 216,534 The Company classifies reinsurance recoverable within current assets on its consolidated balance sheets. The composition of the reinsurance recoverable balance is as follows: December 31, 2022 2021 (in thousands) Ceded reinsurance claim recoverables $ 776,266 $ 406,017 Reinsurance ceding commissions 42,805 23,517 Experience refunds on reinsurance agreements 73,816 2,456 Reinsurance recoverable $ 892,887 $ 431,990 Credit Ratings The financial condition of the Company's reinsurers is regularly evaluated to minimize exposure to significant losses. A key credit quality indicator for reinsurance is the financial strength ratings issued by the credit rating agencies, which provide an independent opinion of a reinsurer’s ability to meet ongoing obligations to policyholders. The Company's reinsurers have most recently been issued financial strength ratings of A+ (A.M. Best). The creditworthiness of each reinsurer is evaluated in order to assess counterparty credit risk and estimate an allowance for expected credit losses on the Company's reinsurance recoverable balances. |
REINSURANCE
REINSURANCE | 12 Months Ended |
Dec. 31, 2022 | |
Insurance [Abstract] | |
REINSURANCE | REVENUE RECOGNITION Premiums earned Premium revenue includes direct policy premiums collected directly from members and from the Centers for Medicare & Medicaid Services ("CMS") as part of the Advanced Premium Tax Credit Program ("APTC") and Medicare Advantage programs, along with assumed premiums from the Company's reinsurance agreements. Premium revenue is adjusted for the estimated impact of the risk adjustment program required by CMS. Total premiums earned includes the effect of reinsurance premiums ceded as part of the Company's reinsurance agreements. Refer to Note 4 - Reinsurance for more information. Year Ended December 31, 2022 2021 2020 (in thousands) Direct policy premiums $ 6,704,330 $ 3,420,328 $ 2,287,319 Assumed premiums 138,109 16,298 299 Direct and assumed premiums 6,842,439 3,436,626 2,287,618 Risk adjustment and corridor, net (1,507,919) (723,638) (615,279) Premiums before ceded reinsurance 5,334,520 2,712,988 1,672,339 Reinsurance premiums ceded (1,463,403) (881,968) (1,217,304) Total premiums earned $ 3,871,117 $ 1,831,020 $ 455,035 The following table summarizes the amounts of direct policy premiums received directly from CMS as part of APTC and Medicare Advantage for the year ended December 31, 2022: Year Ended December 31, 2022 2021 2020 (in thousands) APTC $ 5,675,794 $ 2,468,712 $ 1,351,379 Medicare Advantage $ 54,355 39,562 17,269 Total paid by CMS $ 5,730,149 $ 2,508,274 $ 1,368,648 Administrative services revenue Administrative services revenue includes revenue earned for services provided under the Company's +Oscar offering. The Company leverages its technology platform to provide administrative services to providers and payors to directly enable their shift to value-based care. Revenue from contracts with customers is reported within administrative services revenue in the consolidated statements of operations. As of December 31, 2022 and 2021, receivables from contracts with customers were $33.7 million and $2.8 million, respectively, and are reported within premiums and accounts receivable on the consolidated balance sheets. REINSURANCE The Company enters into reinsurance contracts under two different types of arrangements: quota share reinsurance contracts and XOL reinsurance contracts. In quota share reinsurance, the reinsurer assumes an agreed percentage of the underlying policies being reinsured and shares all premiums and incurred claims accordingly. In XOL reinsurance, the reinsurer agrees to assume all or a portion of the ceding company’s losses in excess of a specified amount. All premiums and claims ceded under the Company's quota share arrangements are shared proportionally with the reinsurers. As part of the agreements, the Company also receives ceding commissions, which are calculated based on a percentage of ceded premiums, and experience refunds (resulting from actual claims experience being lower than a specified threshold). Reinsurance Contracts Accounted for under Reinsurance Accounting and Deposit Accounting ASC 944: Financial Services - Insurance requires the substance of all reinsurance arrangements to be evaluated to ensure that significant risk is transferred by the ceding entity to the reinsurer. When significant risk is transferred, reinsurance accounting is required. Reinsurance contracts that do not meet the risk transfer requirements necessary to be accounted for under reinsurance accounting are accounted for under the deposit accounting method. The Company currently has quota share reinsurance arrangements with more than one counterparty with multiple state-level treaties. These arrangements are accounted for under both reinsurance accounting and deposit accounting. Under reinsurance accounting, premiums paid to the reinsurer are recorded as ceded premiums (a reduction to premium revenue). Expected reimbursements from the reinsurer for claims incurred are recorded as a reduction to claims incurred and a corresponding reinsurance recoverable asset. Under deposit accounting, a deposit asset or deposit liability is recorded based on the consideration paid or received, irrespective of the experience of the contract. Fees retained by the reinsurer are recognized within other insurance costs on the statement of operations. As a result, premiums earned and claims incurred that would have otherwise been ceded under reinsurance accounting are recorded on a net basis on the consolidated balance sheet as a deposit liability. The Company classifies deposit liabilities within accounts payable and other accrued liabilities on its consolidated balance sheets. The tables below present information for the Company's reinsurance arrangements accounted for under reinsurance accounting. The composition of total reinsurance premiums ceded and reinsurance premiums assumed, which are included as components of total premiums earned in the consolidated statement of operations, is as follows: Year Ended December 31, 2022 2021 2020 (in thousands) Reinsurance premiums ceded, gross $ (1,524,157) $ (921,953) $ (1,308,275) Experience refunds 60,754 39,985 90,971 Reinsurance premiums ceded (1,463,403) (881,968) (1,217,304) Reinsurance premiums assumed 138,109 16,298 299 Total reinsurance premiums (ceded) and assumed $ (1,325,294) $ (865,670) $ (1,217,005) The Company records claims expense net of reinsurance recoveries. The following table reconciles the total claims expense to the net claims expense as presented in the consolidated statement of operations: Year Ended December 31, 2022 2021 2020 (in thousands) Direct claims incurred $ 4,428,000 $ 2,403,108 $ 1,364,432 Ceded reinsurance claims (1,290,349) (800,769) (1,055,371) Assumed reinsurance claims 143,147 21,656 292 Total claims incurred, net $ 3,280,798 $ 1,623,995 $ 309,353 The Company records selling, general and administrative expenses net of ceding commissions. The following table reconciles total other insurance costs to the amount presented in the consolidated statement of operations: Year Ended December 31, 2022 2021 2020 (in thousands) Other insurance costs, gross $ 868,385 $ 492,609 $ 343,374 Ceding commissions (161,946) (82,246) (126,840) Other insurance costs, net $ 706,439 $ 410,363 $ 216,534 The Company classifies reinsurance recoverable within current assets on its consolidated balance sheets. The composition of the reinsurance recoverable balance is as follows: December 31, 2022 2021 (in thousands) Ceded reinsurance claim recoverables $ 776,266 $ 406,017 Reinsurance ceding commissions 42,805 23,517 Experience refunds on reinsurance agreements 73,816 2,456 Reinsurance recoverable $ 892,887 $ 431,990 Credit Ratings The financial condition of the Company's reinsurers is regularly evaluated to minimize exposure to significant losses. A key credit quality indicator for reinsurance is the financial strength ratings issued by the credit rating agencies, which provide an independent opinion of a reinsurer’s ability to meet ongoing obligations to policyholders. The Company's reinsurers have most recently been issued financial strength ratings of A+ (A.M. Best). The creditworthiness of each reinsurer is evaluated in order to assess counterparty credit risk and estimate an allowance for expected credit losses on the Company's reinsurance recoverable balances. |
BUSINESS ARRANGEMENTS
BUSINESS ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ARRANGEMENTS | BUSINESS ARRANGEMENTS Variable Interest Entities In the normal course of business, the Company enters into business arrangements with integrated health systems and several medical professional corporations that employ health care providers to deliver telemedical healthcare services to its covered member population in various states. The financial results of these entities are consolidated into the Company's financial statements. The following table presents the collective assets and liabilities of the Company's variable interest entities: As of December 31, 2022 2021 (in thousands) Assets $ 129,629 $ 123,524 Liabilities $ 78,126 $ 70,165 |
RESTRICTED CASH AND RESTRICTED
RESTRICTED CASH AND RESTRICTED DEPOSITS | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
RESTRICTED CASH AND RESTRICTED DEPOSITS | RESTRICTED CASH AND RESTRICTED DEPOSITS The Company maintains cash, cash equivalents and investments on deposit or pledged primarily to various state agencies in connection with its insurance licensure. The restricted cash and cash equivalents and restricted investments presented below are included in “restricted deposits” in the accompanying consolidated balance sheets. As of December 31, 2022 2021 (in thousands) Restricted cash and cash equivalents $ 21,902 $ 21,562 Restricted investments 5,581 6,523 Restricted Deposits $ 27,483 $ 28,085 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS The following tables provide summaries of the Company's investments by major security type as of December 31, 2022 and 2021: December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) U.S. treasury and agency securities $ 1,160,430 $ 89 $ (5,237) $ 1,155,282 Corporate notes 378,481 66 (4,098) 374,449 Municipalities 20,091 — (428) 19,663 Certificate of deposit 38,082 — — 38,082 Commercial paper 32,730 — — 32,730 Total $ 1,629,814 $ 155 $ (9,763) $ 1,620,206 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) U.S. treasury and agency securities $ 895,865 $ 34 $ (1,837) $ 894,062 Corporate notes 454,416 2 (1,746) 452,672 Municipalities 50,366 10 (140) 50,236 Certificate of deposit 21,370 — — 21,370 Commercial paper 13,222 — — 13,222 Total $ 1,435,239 $ 46 $ (3,723) $ 1,431,562 The following table summarizes those available-for-sale investments that have been in a continuous loss position for less than 12 months at December 31, 2022 and 2021. December 31, 2022 Number of Securities Fair Value Gross (in thousands, except no. of securities) U.S. treasury and agency securities 165 $ 586,411 $ (973) Corporate notes 138 135,133 (731) Municipalities 5 $ 3,070 (71) Total 308 $ 724,614 $ (1,775) December 31, 2021 Number of Securities Fair Value Gross (in thousands, except no. of securities) U.S. treasury and agency securities 108 $ 894,060 $ (1,837) Corporate notes 357 452,672 (1,746) Municipalities 108 $ 50,236 $ (140) Total 573 $ 1,396,968 $ (3,723) The following table summarizes those available-for-sale securities that have been in a continuous unrealized loss position for longer than twelve months as of December 31, 2022. The available-for-sale securities that have been in a continuous unrealized loss position for longer than twelve months as of December 31, 2021 are immaterial. December 31, 2022 Number of Securities Fair Value Gross (in thousands, except no. of securities) U.S. treasury and agency securities 45 $ 298,746 $ (4,264) Corporate notes 189 200,745 (3,367) Municipalities 57 $ 16,594 $ (357) Total 291 $ 516,085 $ (7,988) The Company monitors available-for-sale debt securities for credit losses and recognizes an allowance for credit losses when factors indicate a decline in the fair value of a security is credit-related. Certain investments may experience a decline in fair value due to changes in market interest rates, changes in general economic conditions, or a deterioration in the credit worthiness of a security's issuer. The Company has assessed the gross unrealized losses during the period and determined an allowance for credit losses is not necessary because the declines in fair value are believed to be due to market fluctuations and not due to credit-related events. The amortized cost and fair value of the Company's fixed maturity securities as of December 31, 2022 by contractual maturity are shown below. Actual maturities of these securities could differ from their contractual maturities because issuers may have the right to call or prepay obligations, with or without penalties. December 31, 2022 Amortized Cost Fair Value (in thousands) Due in one year or less $ 1,405,937 $ 1,397,287 Due after one year through five years 223,877 222,919 Total $ 1,629,814 $ 1,620,206 The following table presents disaggregated net investment income. Year Ended December 31, 2022 2021 2020 (in thousands) Interest income $ 31,306 $ 10,250 $ 8,014 Investment discount amortization, net of premium accretion (2,438) (8,067) (2,571) Net realized gains (losses) (1,274) 212 1,239 Net Investment Income $ 27,594 $ 2,395 $ 6,682 The accrued investment income balances presented below are included within “other current assets” in the consolidated balance sheets. December 31, 2022 2021 (in thousands) Accrued investment income $ 5,074 $ 3,782 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value represents the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. The Company's financial assets and liabilities measured at fair value on a recurring basis are categorized into a three-level fair value hierarchy based on the priority of the inputs used in the fair value valuation technique. The levels of the fair value hierarchy are as follows: • Level 1 : Inputs utilize quoted (unadjusted) prices in active markets for identical assets or liabilities. • Level 2 : Inputs utilize other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 : Inputs utilized that are unobservable but significant to the fair value measurement for the asset or liability. The unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available. They typically reflect management’s own estimates about the assumptions a market participant would use in pricing the asset or liability. The following tables summarize fair value measurements by level for assets and liabilities measured at fair value on a recurring basis: December 31, 2022 (Level 1) (Level 2) (Level 3) Total Fair Value Measurement (in thousands) Assets Cash equivalents 104,456 13,998 — 118,454 Investments U.S. treasury and agency securities — 1,155,282 — 1,155,282 Corporate notes — 374,449 — 374,449 Certificate of deposit — 38,082 — 38,082 Commercial paper — 32,730 — 32,730 Municipalities — 19,663 — 19,663 Restricted investments U.S. treasury securities — 5,581 — 5,581 Total Assets $ 104,456 $ 1,639,785 $ — $ 1,744,241 December 31, 2021 (Level 1) (Level 2) (Level 3) Total Fair Value Measurement (in thousands) Assets Cash equivalents $ 45,265 $ 1,001 $ — $ 46,266 Investments U.S. treasury and agency securities $ — $ 894,062 $ — $ 894,062 Corporate notes — 452,672 — 452,672 Municipalities — 50,236 — 50,236 Certificate of deposit — 21,370 — 21,370 Commercial paper — 13,222 — 13,222 Restricted investments U.S. treasury securities — 6,523 — 6,523 Total Assets $ 45,265 $ 1,439,086 $ — $ 1,484,351 |
BENEFITS PAYABLE
BENEFITS PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Insurance [Abstract] | |
BENEFITS PAYABLE | BENEFITS PAYABLE Reserves for medical claims expenses are estimated using actuarial assumptions and recorded as a benefits payable liability on the consolidated balance sheet. The assumptions for the estimates and for establishing the resulting liability are reviewed, and any adjustments to reserves are reflected in the consolidated statement of operations in the period in which the estimates are updated. The following table provides a rollforward of the Company’s beginning and ending benefits payable and claims adjustment expenses ("CAE") payable balances for the years ended December 31, 2022 and 2021: As of December 31, 2022 Benefits Payable Unallocated Claims Total (in thousands) Benefits payable, beginning of the period $ 513,582 $ 9,101 $ 522,683 Less: Reinsurance recoverable 159,180 — 159,180 Benefits payable, beginning of the period, net $ 354,402 $ 9,101 $ 363,503 Claims incurred and CAE Current year $ 3,279,460 $ 117,541 $ 3,397,001 Prior years 1,338 — 1,338 Total claims incurred and CAE, net $ 3,280,798 $ 117,541 $ 3,398,339 Claims paid and CAE Current year $ 2,726,912 $ 106,871 $ 2,833,783 Prior years 248,505 7,059 255,564 Total claims and CAE paid, net $ 2,975,417 $ 113,930 $ 3,089,347 Benefits and CAE payable, end of period, net $ 659,783 $ 12,712 $ 672,495 Add: Reinsurance recoverable 277,944 — 277,944 Benefits and CAE payable, end of period $ 937,727 $ 12,712 $ 950,439 As of December 31, 2021 Benefits Payable Unallocated Claims Total (in thousands) Benefits payable, beginning of the period $ 311,914 $ 5,509 $ 317,423 Less: Reinsurance recoverable 132,658 — 132,658 Benefits payable, beginning of the period, net $ 179,256 $ 5,509 $ 184,765 Claims incurred and CAE Current year $ 1,640,247 $ 73,892 $ 1,714,139 Prior years (16,252) — (16,252) Total claims incurred and CAE, net $ 1,623,995 $ 73,892 $ 1,697,887 Claims paid and CAE Current year $ 1,346,870 $ 64,791 $ 1,411,661 Prior years 101,978 5,509 107,487 Total claims and CAE paid, net $ 1,448,848 $ 70,300 $ 1,519,148 Benefits and CAE payable, end of period, net $ 354,402 $ 9,101 $ 363,503 Add: Reinsurance recoverable 159,180 — 159,180 Benefits and CAE payable, end of period $ 513,582 $ 9,101 $ 522,683 Amounts incurred related to prior periods vary from previously estimated liabilities as more claim information becomes available and claims are ultimately settled. Negative amounts reported for incurred related to prior years result from claims being ultimately settled for amounts less than originally estimated (favorable development). Unallocated Claims Adjustment Expenses Unallocated claims adjustment expenses (“CAE”) are costs incurred or expected to be incurred in connection with the adjustment and recording of health claims not subject to reinsurance. Such expenses include, but are not limited to, case management, utilization review, and quality assurance and are intended to reduce the number of health services provided or the cost of such services. CAE is included in other insurance costs and the related CAE payable is included in accounts payable and accrued liabilities. The following tables provide information about incurred and paid health care claims development and cumulative claims frequency. The claims development information for all periods preceding the most recent reporting period is considered required unaudited supplementary information. For claims frequency information summarized below, a claim is defined as the financial settlement of a single medical event in which remuneration was paid to the servicing provider. Total IBNR plus expected development on reported claims represents estimates for claims incurred but not reported and development on reported claims. The Company estimates its liability using actuarial methods that are commonly used by health insurance actuaries and meet Actuarial Standards of Practice. These actuarial methods consider factors such as historical data for payment patterns, cost trends, product mix, seasonality, utilization of healthcare services and other relevant factors. The following table summarizes health care claims incurred, net of reinsurance: Incurred Health Care Claims Net of Reinsurance Year Ended December 31, Cumulative (in thousands) number of Unaudited Unaudited reported claims 2020 2021 2022 (in thousands) Date of Service 2020 $ 308,370 $ 295,506 $ 299,625 3,070 2021 1,640,247 1,648,358 5,553 2022 3,279,461 8,977 Total claims incurred $ 5,227,444 The following table summarizes health care claims paid, net of reinsurance: Cumulative Paid Health Care Claims Net of Reinsurance Year Ended December 31, (in thousands) Unaudited Unaudited 2020 2021 2022 Date of Service 2020 $ 178,751 $ 258,949 $ 275,521 2021 1,346,870 1,576,846 2022 2,726,912 Total payment of incurred claims 4,579,279 All outstanding liabilities prior to 2020, net of reinsurance 11,618 Total benefits payable, net of reinsurance $ 659,783 The following table reconciles total outstanding liabilities, net of reinsurance to benefits payable in the consolidated balance sheet: As of December 31, 2022 2021 (in thousands) Short-duration health care costs payable, net of reinsurance $ 659,783 $ 354,402 Reinsurance recoverables 277,944 159,180 Total benefits payable $ 937,727 $ 513,582 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2012 Incentive Award Plan Prior to the IPO, the Company maintained the 2012 Stock Plan (the “2012 Plan”), which provided for the grant of incentive stock options ("ISOs"), non-qualified stock options ("NSOs"), common stock of the Company, stock payments and restricted stock units. The 2012 Plan was initially adopted on December 6, 2012 and most recently amended and restated in March 2021. The 2012 Plan was terminated upon the effectiveness of the 2021 Incentive Award Plan in March 2021, and no further awards will be made under the 2012 Plan. 2021 Incentive Award Plan In March 2021, the Company’s board of directors adopted the 2021 Incentive Award Plan (the “2021 Plan”), which provides for the grant of NSOs, ISOs, stock appreciation rights (“SARs”), restricted stock, restricted stock units (including time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”)), dividend equivalents and other stock or cash awards to employees, consultants and non-employee directors. Under the 2021 Plan, there are 32.5 million shares authorized to be issued, with 1.6 million shares still available for future issuance as of December 31, 2022. The shares available for future issuance as of December 31, 2022 may be issued as either Class A common stock or Class B common stock. 2022 Inducement Incentive Award Plan In April 2022, the Company’s board of directors adopted the 2022 Employment Inducement Incentive Award Plan (the “2022 Plan”), which provides for the grant of NSOs, SARs, restricted stock, RSUs, PSUs, dividend equivalents and other stock or cash awards to prospective employees. Under the 2022 Plan, there are 5 million shares authorized to be issued, with 3.8 million shares still available for future issuance as of December 31, 2022. The shares available for future issuance as of December 31, 2022 may be issued as Class A common stock. Stock-Based Compensation Expense Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. Forfeitures are accounted for as they occur. The following table summarizes the stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020, which is included within the line items specified below in the consolidated statements of operations: Year Ended December 31, 2022 2021 2020 (in thousands) Other insurance costs $ 51,495 $ 42,295 $ 18,299 General and administrative expenses 60,834 44,001 17,570 Total stock-based compensation expense $ 112,329 $ 86,296 $ 35,869 Stock Options Stock options granted under the 2012 Plan and 2021 Plan include ISOs and NSOs, generally have a maximum contractual term of 10 years and typically vest over a four-year period. The following table summarizes the stock option award activity under the 2012 Plan and 2021 Plan for the year ended December 31, 2022: Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Options Outstanding - December 31, 2021 34,048,888 $ 10.27 6.95 $ 16,834 Options granted — — Options exercised (313,684) $ 3.92 $ 999 Options canceled (5,006,315) $ 12.17 Options Outstanding - December 31, 2022 28,728,889 $ 10.01 5.81 $ 2,073 Options Exercisable at December 31, 2022 24,910,195 $ 9.31 5.50 $ 2,073 There were no stock options granted during the year ended December 31, 2022. The weighted average grant date fair value of options granted during the years ended December 31, 2021 and 2020 was $8.69 and $4.47, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $1.0 million, $111.0 million and $14.2 million, respectively. Determination of Fair Value of Stock Options The fair value of stock options is estimated on the grant date using the Black-Scholes option-pricing model, which takes into account significant assumptions such as the expected term of the option, stock price volatility and a risk-free rate of return. The Company has used the simplified method in calculating the expected term of all option grants based on the vesting period and contractual term. The table below summarizes the assumptions used during the years ended December 31, 2021 and 2020. There were no stock options granted during the year ended December 31, 2022. December 31, 2021 2020 Term in years 5.01 - 6.07 5.00 - 6.11 Risk free rate of return 0.5% - 1.2% 0.2% - 0.8% Expected volatility 39.2% - 44.5% 35.8% - 39.9% Dividend yield — % — % Compensation Expense – Stock Options For the years ended December 31, 2022, 2021 and 2020, the Company recorded compensation expense of $21.5 million, $39.0 million and $35.4 million respectively. As of December 31, 2022, the amount of unrecognized compensation expense for stock options is $20.4 million, which is expected to be recognized over a weighted-average period of 1.9 years. Restricted Stock Units RSUs represent the right to receive shares of the Company’s Class A or Class B common stock at a specified date in the future and typically have a vesting period of one The following table summarizes RSU award activity for the year ended December 31, 2022: RSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding RSUs at December 31, 2021 8,983,941 $ 16.61 RSUs granted 18,268,480 $ 5.97 RSUs vested (5,645,873) $ 12.11 RSUs canceled (4,010,678) $ 10.64 Outstanding RSUs at December 31, 2022 17,595,870 $ 8.37 Determination of Fair Value of RSUs The fair value of RSUs granted is determined on the grant date based on the fair value of the Company's common stock. The total fair value of RSUs vested during the years ended December 31, 2022 and 2021 was $68.4 million and $13.2 million, respectively. No RSUs vested in 2020. Compensation Expense – RSUs For the years ended December 31, 2022, 2021 and 2020, the Company recorded compensation expense of $65.5 million, $28.5 million and $0.5 million, respectively. As of December 31, 2022, the amount of unrecognized compensation expense for RSUs is $134.3 million, which is expected to be recognized over a weighted-average period of 2.3 years. Performance-based Restricted Stock Units Performance-based restricted stock units ("PSUs") represent the right to receive shares of the Company’s Class A or Class B common stock at a specified date in the future based on pre-determined performance and service conditions and typically have a vesting period of one The following table summarizes PSU award activity for the years ended December 31, 2022: PSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding PSUs at December 31, 2021 7,082,432 $ 14.37 PSUs granted 1,659,598 $ 6.00 PSUs canceled (277,453) 13.74 Outstanding PSUs at December 31, 2022 8,464,577 $ 12.75 Determination of Fair Value of PSUs The fair value of PSUs with performance conditions is determined on the grant date based on the fair value of the Company's common stock. PSUs with market conditions, which are referred to as the “Founders Awards,” were granted to the Company’s co-founders (the "Co-Founders") during the year ended December 31, 2021. The fair value of the Founders Awards is estimated on the grant date using a Monte Carlo simulation model, which utilizes multiple variables that determine the probability of satisfying the market conditions stipulated in the award. The weighted-average grant date fair value of the Founders Awards was determined to be $14.22 using the following assumptions: December 31, 2021 Grant date stock price $ 39.00 Term in years 7.0 Expected volatility 45.00 % Risk-free rate 1.14 % Dividend yield — % Compensation Expense – PSUs For the years ended December 31, 2022 and 2021, the Company recorded compensation expense of $25.3 million and $18.8 million, respectively. As of December 31, 2022, the amount of unrecognized compensation expense for PSUs is $62.9 million, which is expected to be recognized over a weighted-average period of 2.7 years. Modifications |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The following table presents the computation of basic and diluted earnings per share: Year Ended December 31, 2022 2021 2020 (in thousands, except share and per share data) Numerator : Net loss attributable to Oscar Health, Inc. $ (606,275) $ (572,606) $ (406,825) Deemed dividends — — (7,418) Total $ (606,275) $ (572,606) $ (414,243) Denominator : Weighted average shares of common stock outstanding, basic and diluted 212,474,615 178,967,056 29,263,424 Net loss per share attributable to Oscar Health, Inc., basic and diluted $ (2.85) $ (3.20) $ (14.16) In periods when the Company is in a net loss position, dilutive securities are excluded from the computation of diluted earnings per share because their inclusion would have an anti-dilutive effect. Thus, basic net loss per share is the same as diluted net loss per share. The following potential shares of common stock, presented based on amounts outstanding at each period end, were excluded from the computation of diluted net loss per share attributable to Oscar Health, Inc. because including them would have had an anti-dilutive effect: Year Ended December 31, 2022 2021 2020 Stock options to purchase common stock 28,728,889 34,048,888 41,115,486 Restricted stock units 17,595,870 8,983,941 1,555,666 Performance-based restricted stock units 8,464,577 7,082,432 — Shares underlying convertible notes (Note 15) 36,652,491 — — Total 91,441,827 50,115,261 42,671,152 Convertible Preferred Shares and Warrants Outstanding As of December 31, 2020, there were 400,904,302 convertible preferred shares (pre-split) outstanding and 1,225,216 warrants outstanding that were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect. All convertible preferred shares and warrants outstanding were exercised in March 2021 in connection with the IPO. During the year ended December 31, 2020, the Company recognized a deemed dividend due to the triggering of a beneficial conversion feature upon the issuance of convertible preferred stock. For additional information on the Company's convertible preferred stock, refer to Note 16 - Stockholders' Equity. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The current income tax provision reflects the tax consequences of revenues and expenses currently taxable or deductible for the year reported. The deferred tax income tax provision or benefit reflects the differences between the financial and income tax reporting bases of the Company’s underlying assets and liabilities. The components of the provision for income taxes are as follows for the periods indicated: Years Ended December 31, 2022 2021 2020 (in thousands) Current income tax: Federal $ (358) $ 947 $ 1,112 State — — — Total current income tax $ (358) $ 947 $ 1,112 Deferred income (benefit) tax: Federal $ (165) $ (101) $ (67) State — — — Total deferred tax $ (165) $ (101) $ (67) Total income tax $ (523) $ 846 $ 1,045 A reconciliation of the tax provision at the U.S. federal statutory tax rate to the provision for income taxes and the effective tax rate follows for the periods indicated: Year Ended December 31, 2022 2021 2020 Pre-tax book loss Income tax benefit at statutory rate 21.00 % 21.00 % 21.00 % State taxes (net of federal income tax) 6.00 % 0.90 % 3.78 % Change in valuation allowance (23.27) % (21.62) % (25.99) % Stock-based compensation adjustment (1.92) % 1.81 % (0.54) % Revision to estimates — % — % 4.46 % Non-deductible compensation (1.56) % (2.25) % (0.98) % Other permanent items (0.16) % 0.01 % (1.99) % Total income tax 0.09 % (0.15) % (0.26)% Deferred income tax assets and liabilities are recognized for the differences between the financial and income tax reporting bases of assets and liabilities based on enacted tax rates and laws. The components of deferred income tax assets and liabilities are as follows for the periods indicated: December 31, 2022 2021 (in thousands) Deferred Tax Assets: NOL carryforwards $ 529,293 $ 385,988 Premium deficiency reserves 798 6,142 Stock option 5,284 6,338 Claims reserves 16,021 10,581 Accrued bonus 4,991 4,217 Start-up costs 3,252 3,699 Unearned premium reserve 3,311 3,152 Business interest expense 1,242 — Fixed assets 1,483 1,029 Investments 2,040 3,755 Other 1,972 1,162 Total deferred tax assets before valuation allowance 569,687 426,063 Valuation allowance 564,392 421,357 Total deferred tax assets, net of valuation allowance $ 5,295 $ 4,706 Deferred Tax Liabilities: Prepaid expenses 3,485 3,249 Other 1,038 862 Total deferred tax liabilities 4,523 4,111 Net deferred tax assets $ 772 $ 595 The Company evaluates the need for a valuation allowance against its deferred tax assets considering all available positive and negative evidence. Based on its analysis, the Company concluded that it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company has a valuation allowance of $564.4 million at December 31, 2022 against its deferred tax assets, including federal and state net operating losses, as the Company does not have a history of positive earnings. Valuation allowances will be provided until it becomes more likely than not that the benefit of the federal and state deferred tax assets will be realized. Federal net operating loss carryovers are $2.2 billion, $1.32 billion which expire beginning in 2032 through 2042 and $839 million have indefinite carryforward periods. State net operating losses from group filings are approximately $940 million and from separate entity filings are $386 million; state net operating losses expire beginning in 2035. Pursuant to I.R.C Section 382, the Company underwent a change in ownership in 2016. Based on the annual limitation, use of pre-change net operating losses will not be limited prior to expiration. The Company evaluates tax positions to determine whether the benefits are more likely than not to be sustained on audit based on technical merits. The Company did not have any uncertain tax positions for the years ended December 31, 2022, 2021, and 2020. The Company does not expect any significant changes to unrecognized tax benefits in the next twelve months. The Company’s policy is to classify interest accrued related to unrecognized tax benefits in interest expense while penalties are included in income tax expense. The Company had no interest or penalties related to uncertain tax positions. The Company currently files income tax returns in the United States, various states, and localities. The majority of the Company’s operating subsidiaries are included in a consolidated federal income tax return. The Company began operations in 2012 and has never been placed under income tax audit. Federal tax returns are open for examination for tax years from 2019. State tax returns are open for examination for tax years from 2018. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company records right-of-use ("ROU") assets and lease liabilities for its real estate operating leases. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The following table presents the lease-related balances within the balance sheet: December 31, Balance Sheet Classification 2022 2021 (in thousands) Operating Leases Right-of-use assets Other assets $ 68,001 $ 72,960 Lease liabilities, current Accounts payable and accrued liabilities $ 12,824 $ 14,831 Lease liabilities, noncurrent Other liabilities $ 72,175 $ 76,839 Operating lease expense was $14.8 million and $15.2 million for the years ended December 31, 2022 and 2021, respectively, which includes variable lease expense. Rent expense was $14.4 million for the year ended December 31, 2020. Cash paid for amounts included in the measurement of lease liabilities was $14.8 million and $17.0 million for the years ended December 31, 2022 and 2021, respectively. Future minimum rental payments under non-cancellable operating leases are estimated as follows: Year Ended December 31, (in thousands) 2023 $ 12,824 2024 14,175 2025 14,360 2026 16,445 2027 17,099 Thereafter 55,287 Total lease payments $ 130,190 Less: Imputed interest 45,191 Present value of lease liabilities $ 84,999 Additional Information: December 31, 2022 Weighted-average remaining lease term 8.2 Weighted-average discount rate 10.64% |
PROPERTY, EQUIPMENT AND CAPITAL
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE | PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE The following table summarizes the balances of the Company’s property, equipment and capitalized software: December 31, 2022 2021 (in thousands) Property, equipment, and capitalized software Software and hardware $ 87,252 $ 61,278 Leasehold improvements 25,301 25,754 Property and fixtures 4,719 1,680 Property, equipment, and capitalized software 117,272 88,712 Less: Accumulated depreciation and amortization (57,384) (42,101) Property, equipment, and capitalized software, net $ 59,888 $ 46,611 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Convertible Senior Notes In February 2022, the Company issued $305.0 million in aggregate principal amount of convertible senior notes due 2031 (the “2031 Notes”) in a private placement. The 2031 Notes bear interest at a rate of 7.25% per annum, payable in cash, semi-annually in arrears on June 30 and December 31 of each year, commencing on June 30, 2022. The 2031 Notes will mature on December 31, 2031, subject to earlier repurchase, redemption or conversion. The 2031 Notes are our senior, unsecured obligations and are (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the 2031 Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of our subsidiaries. The 2031 Notes are convertible into the Company's Class A common stock at initial conversion rates of 120.1721 per $1,000 principal amount (equivalent to an initial conversion price of approximately $8.32 per share of Class A common stock), subject to customary adjustments upon the occurrence of certain events. In addition, upon the occurrence of a make-whole fundamental change, as defined in the Indenture governing the 2031 Notes (the "Indenture"), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2031 Notes in connection with such make-whole fundamental change. Upon conversion, the 2031 Notes will be settled, at the Company's election, in shares of Class A common stock, cash, or a combination of cash and shares of Class A common stock, subject to certain exceptions. Upon the occurrence of a fundamental change as defined in the Indenture, holders of the 2031 Notes have the right to require the Company to repurchase all or some of their 2031 Notes for cash, subject to certain conditions. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. Additionally, the initial purchasers of the 2031 Notes have the right to require the Company to repurchase all of their Notes for cash, on each of June 30, 2027, June 30, 2028, June 30, 2029 and June 30, 2030, subject to certain notice requirements. The Company may not redeem the 2031 Notes prior to December 31, 2026. The Company may redeem all, but not less than all, of the 2031 Notes, at the Company's option, on or after December 31, 2026 and on or before the 35th scheduled trading day immediately preceding the maturity date, for a cash purchase price equal to the redemption price, but only if the last reported sale price per share of Class A common stock exceeds 200% of the conversion price on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date on which the Company sends the redemption notice for such redemption. The redemption price will be a cash amount equal to the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The 2031 Notes include customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), as well as customary covenants for convertible notes of this type, including restrictions on our ability to refinance the Company's indebtedness and incur additional indebtedness. As of December 31, 2022, the net carrying amount of the 2031 Notes was $298.0 million, with unamortized debt discount and issuance costs of $7.0 million. The Company classified the fair value of the 2031 Notes as a level 3 measurement due to the lack of observable market data over fair value inputs such as our stock price volatility over the term of the 2031 Notes and the Company's cost of debt. The estimated fair value of the 2031 Notes as of December 31, 2022 was $190.8 million. The following table presents the interest expense indicating an effective interest rate of 7.61% over the term of the 2031 Notes: December 31, 2022 (in thousands) Coupon interest expense $ 20,270 Amortization of debt discount and issuance costs 713 Total interest expense $ 20,983 Revolving Credit Facility On February 21, 2021, the Company entered into a senior secured credit agreement (the “Revolving Credit Facility”), with certain lenders party thereto from time to time (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent, for a revolving loan credit facility in the aggregate principal amount of $200.0 million. The Revolving Credit Facility is guaranteed by Oscar Management Corporation and Oscar Management Corporation of Florida, each wholly owned subsidiaries of the Company, and all of the Company's future direct and indirect subsidiaries (subject to certain permitted exceptions, including exceptions guarantees that would require material governmental consents or in respect of a joint venture) (the "Guarantors"). The Revolving Credit Facility is secured by substantially all of the Company’s and the Guarantors' assets (subject to certain exceptions). Proceeds are to be used solely for general corporate purposes of the Company. The Company is permitted to increase commitments under the Revolving Credit Facility by an aggregate amount not to exceed $50.0 million, subject to certain conditions. The Revolving Credit Facility matures on February 21, 2024. Under the terms of the Revolving Credit Facility, borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company's option, either (a) a rate per annum equal to an adjusted London Inter-bank Offered Rate (“LIBOR”), plus an applicable margin of 4.50% (LIBOR is calculated based on one-, three- or six-month LIBOR, or such other period as agreed by all relevant Lenders, which is determined by reference to ICE Benchmark Administration Limited, but not less than 1.00%), or (b) a rate per annum equal to the Alternate Base Rate, as defined in the Revolving Credit Facility, plus the applicable margin of 3.50% (the Alternate Base Rate is equal to the highest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50%, and (iii) LIBOR based on a one-month interest period, plus 1.00%). The Revolving Credit Facility also includes a commitment fee of 0.50% for available but undrawn amounts and other administrative fees that are payable quarterly. It also includes LIBOR replacement provisions in the event LIBOR becomes unavailable during the term of this facility. The Revolving Credit Facility is available until February 2024, provided the Company is in compliance with all covenants. Financial covenant requirements include (i) receiving specified levels of direct policy premiums (as defined in the Revolving Credit Facility) for each fiscal quarter, (ii) maintaining a minimum liquidity (as defined in the Revolving Credit Facility) of $150 million (or $200 million if the liquidity decreased by a specified amount over the prior six month period) as of the last day of each quarter, and (iii) not exceeding a maximum combined ratio (as defined in the Revolving Credit Facility) of 108% for fiscal year 2022 and 102% for fiscal year 2023, in each case, as of the last day of each quarter. As of December 31, 2022, there were no outstanding borrowings under the Revolving Credit Facility. Long-Term Debt On October 30, 2020, the Company entered into a credit agreement with HPS Investment Partners, LLC (“HPSIP”) whereby HPSIP agreed to provide a $150.0 million first lien term loan (“Term Loan”). The Term Loan had a variable interest rate equal to LIBOR plus 11.75%, per annum, which equated to 12.75% per annum during the period, and a maturity date of October 30, 2024, subject to certain conditions. In March 2021, the Company used proceeds from its recently completed initial public offering (the “IPO”) to repay the outstanding balance of $153.2 million on its Term Loan, which included $3.2 million of paid-in-kind interest. A loss on debt extinguishment of $20.2 million was recognized, which consisted of $13.0 million in prepayment penalties and $7.2 million in unamortized debt discount and debt issuance costs. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Initial Public Offering As described in Note 1 - Organization, in March 2021 the Company completed its IPO of 36,391,946 shares of Class A common stock at a par value of $0.00001 and a public offering price of $39.00 per share. The Company received aggregate net proceeds of $1.3 billion after deducting underwriting discounts and commissions of $71.0 million. The Company used a portion of the net proceeds of the IPO to repay in full outstanding borrowings, including fees and expenses, under the Term Loan Facility. Refer to Note 15 - Long-Term Debt. Convertible Preferred Stock Prior to the IPO, the Company issued several series of convertible preferred stock, collectively referred to as "Preferred Stock," that had been classified outside of stockholders' equity (deficit) on the consolidated balance sheet because the holders of such shares had liquidation rights that, in certain situations, were not solely within the control of the Company. In connection with the IPO, all outstanding convertible preferred stock was converted into shares of Series A and Series B common stock, as outlined below. Reclassification and Stock Split Conversion of Preferred Stock and Series B Common Stock to Series A Common Stock In accordance with the terms and provisions of the Company’s Thirteenth Amended and Restated Certificate of Incorporation (the “Prior Certificate of Incorporation”), which was in effect immediately prior to the filing of the Amended and Restated Certificate of Incorporation, the holders of 402,192,500 shares (pre-split) of the Company’s convertible preferred stock effected a conversion of all shares of convertible preferred stock to 403,261,643 shares (pre-split) of Series A common stock, $0.00001 par value per share (the “Series A common stock”) (the “Preferred Stock Conversion”), and the holders of 9,360,800 shares (pre-split) of the Company’s Series B common stock, $0.00001 par value per share (the “Series B common stock”), effected a conversion of such shares of Series B common stock to 9,360,800 shares (pre-split) of the Company’s Series A common stock (the “Series B Conversion”), in each case effective as of the pricing of the IPO on March 2, 2021. Authorization of New Class of Shares and Conversion of Series A Common Stock and Stock Split In connection with the IPO, on March 3, 2021, the Company filed its Amended and Restated Certificate of Incorporation which, among other things, provides for: • the authorization of 825,000,000 shares of Class A common stock, 82,500,000 shares of Class B common stock, and 82,500,000 shares of preferred stock; • the reclassification of each share of Series A common stock (other than shares of Series A common stock held by Thrive Capital Partners II, L.P., Thrive Capital Partners III, L.P., Thrive Capital Partners V, L.P., Thrive Capital Partners VI Growth, L.P., Claremount TW, L.P., Claremount VI Associates, L.P. and Claremount V Associates, L.P. (the “Thrive Series A common stock”)) issued and outstanding or held in treasury immediately prior to the filing of the Amended and Restated Certificate of Incorporation into one share of Class A common stock (the “Class A Reclassification”); • the reclassification of each share of Series B common stock issued and outstanding or held in treasury immediately prior to the filing of the Amended and Restated Certificate of Incorporation and each share of Thrive Series A common stock into one share of Class B common stock (the “Class B Reclassification” and, together with the Class A Reclassification, the “Reclassification”); • the reclassification of each three shares of Class A common stock issued and outstanding or held in treasury immediately following the Class A Reclassification into one validly issued, fully paid and non-assessable share of Class A common stock (the “Class A Stock Split”); and • the reclassification of each three shares of Class B common stock issued and outstanding or held in treasury immediately following the Class B Reclassification into one validly issued, fully paid and non-assessable share of Class B common stock (the “Class B Stock Split” and, together with the Class A Stock Split, the “Stock Split”). No fractional shares of Class A common stock or Class B Common Stock were delivered as a result of the Stock Split. Summary of IPO Share Transactions As a result of the IPO, the Preferred Stock Conversion, the Series B Conversion, the Reclassification, and the Stock Split described above, the following activity occurred: • 402,192,500 shares (pre-split) of convertible preferred stock were converted into 403,261,643 shares (pre-split) of Series A common stock; • 9,360,800 shares (pre-split) of Series B common stock were converted into 9,360,800 shares (pre-split) of Series A common stock; • 398,283,107 shares (pre-split) of Series A common stock were reclassified as 398,283,107 shares (pre-split) of Class A common stock; • 60,127,163 shares (pre-split) of Series B Common Stock were reclassified as 60,127,163 shares (pre-split) of Class B common stock; • 45,879,623 shares (pre-split) of Series A common stock were reclassified as 45,879,623 shares (pre-split) of Class B common stock; • 398,283,107 shares (pre-split) of Class A common stock were reclassified as 132,760,639 shares (post-split) of Class A common stock; • 106,006,786 shares (pre-split) of Class B common stock were reclassified as 35,335,579 shares (post-split) of Class B common stock; • 219,772 shares (post-split) of Class B common stock converted to 219,772 shares (post-split) of Class A Common Stock in connection with a secondary sale in the IPO; and • the Company issued 36,391,946 shares (post-split) of Class A common stock at a par value of $0.00001 and a public offering price of $39.00 per share. Common Stock The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Voting Rights Holders of the Company’s Class A common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, and holders of the Company’s Class B common stock are entitled to 20 votes for each share held on all matters submitted to a vote of stockholders. The holders of the Company’s Class A common stock and Class B common stock will vote together as a single class, unless otherwise required by law or under the Amended and Restated Certificate of Incorporation. Conversion and Transfer Each outstanding share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Each share of Class B common stock will convert automatically into one share of Class A Common Stock upon any transfer, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation. All outstanding shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis upon the date that is the earlier of (i) the transfer of Class B common stock to a person or entity that is not in the transferor’s permitted ownership group, as described in the Amended and Restated Certificate of Incorporation, (ii) March 2, 2028, or (iii) upon the occurrence of certain other events as described in the Amended and Restated Certificate of Incorporation. Dividends Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any. |
STATUTORY REGULATIONS
STATUTORY REGULATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Insurance [Abstract] | |
STATUTORY REGULATIONS | STATUTORY REGULATIONS The Company's insurance subsidiaries prepare financial statements in accordance with Statutory Accounting Principles ("SAP") prescribed or permitted by the insurance departments of their states of domicile. SAP is focused on the solvency of insurance companies and is designed to ensure that insurers maintain sufficient capital and surplus to meet their insurance-related obligations. The Company's insurance subsidiaries are regulated by the state insurance departments of the states in which they are domiciled. Statutory regulations include the establishment of minimum levels of statutory capital to be maintained by insurance subsidiaries and restrictions on dividend payments and other distributions made by the insurance subsidiaries to the parent company. Minimum statutory capital requirements differ by state and are based on minimum risk-based capital ("RBC") requirements developed by the National Association of Insurance Commissioners ("NAIC"). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS In February 2022, the Company issued the 2031 Notes to funds affiliated with or advised by Dragoneer Investment Group, LLC, Thrive Capital, LionTree Investment Management, LLC and Tenere Capital LLC (collectively, the “Purchasers”). See Note 15 - Long-Term Debt for additional information. In addition, pursuant to the Investment Agreement entered into with the Purchasers, the Company agreed to amend the Twelfth Amended and Restated Investors' Rights Agreement dated as of March 5, 2021 (the “Investors’ Rights Agreement”), by and among the Company and the investors party thereto, to provide that the Notes and shares of Class A common stock issued or issuable upon conversion of any 2031 Notes held by entities affiliated with Thrive Capital will be subject to the registration rights contained in the Investors' Rights Agreement. On May 3, 2022, the Investors’ Rights Agreement was amended and restated to provide for, among other things, (i) registration rights as contemplated under the Investment Agreement, (ii) registration rights with respect to a number of additional shares of Class A common stock of the Company held by entities affiliated with Thrive Capital since prior to the IPO, as well as any additional shares of Class A common stock acquired after the IPO by entities affiliated with Thrive Capital with associated costs to be borne by the applicable affiliate(s) of Thrive Capital, and (iii) a partial extension to the maximum five |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company’s current and past business practices are subject to review or other investigations by various state insurance and health care regulatory authorities and other state and federal regulatory authorities. These authorities regularly scrutinize the business practices of health insurance companies. These reviews focus on numerous facets of the Company’s business, including claims payment practices, statutory capital requirements, provider contracting, risk adjustment, competitive practices, commission payments, privacy issues, utilization management practices, pharmacy benefits, access to care, and sales practices, among others. Some of these reviews have historically resulted in fines imposed on the Company and some have required changes to certain of the Company’s practices. The Company continues to be subject to these reviews, which could result in additional fines or other sanctions being imposed on the Company or additional changes to certain of its practices. The Company is also currently involved in, and may in the future from time to time become involved in, legal proceedings and other claims in the ordinary course of its business, including class actions and suits brought by the Company’s members, providers, commercial counterparties, employees, and other parties relating to the Company’s business, including management and administration of health benefit plans and other services. Such matters can include various employment claims, disputes regarding reinsurance arrangements and class action lawsuits, or other claims relating to the performance of contractual and non-contractual obligations to providers, members, employer groups, and others, including, but not limited to, the alleged failure to properly pay in-network and out-of-network claims and challenges to the manner in which the Company processes claims, and claims alleging that the Company has engaged in unfair business practices. In addition, on May 12, 2022, a securities class action lawsuit against the Company, certain of its directors and officers, and the underwriters that participated in the Company’s initial public offering was commenced in the United States District Court for the Southern District of New York, captioned Carpenter v. Oscar Health, Inc., et al., Case No. 1:22-CV-03885(S.D.N.Y.) (the “Securities Action”). On May 19, 2022, a substantially similar complaint was also commenced in the United States District Court for the Southern District of New York, captioned Chehebar v. Oscar Health, Inc., Case No. 1:22-CV-04103 (S.D.N.Y.), which was voluntarily dismissed without prejudice on June 7, 2022. The initial complaint in the Securities Action asserted violations of Sections 11 and 15 of the Securities Act based on the Company’s purported failure to disclose in its IPO registration statement growing COVID-19 testing and treatment costs, the impact of significant Special Enrollment Period membership, and risk adjustment data validation results for 2019 and 2020. By Court orders dated September 27, 2022 and December 13, 2022, the Court appointed a lead plaintiff and lead counsel on behalf of the putative class. An amended complaint filed on December 6, 2022 asserts the same violations of Sections 11 and 15 of the Securities Act, but this time based on the Company’s alleged failure to disclose in its IPO registration statement purportedly inadequate controls and systems in connection with the risk adjustment data validation audit for 2019, alleging that this purported omission caused losses and damages for members of the putative class. The amended complaint seeks unspecified compensatory damages as well as interest, fees and costs. The Company believes it has meritorious defenses to these claims. At this time, the Company cannot predict the outcome, or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, in this matter. The Company records liabilities for its estimates of probable costs resulting from these matters where appropriate. Estimates of costs resulting from legal and regulatory matters involving the Company are inherently difficult to predict, particularly where the matters: involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or represent a shift in regulatory policy; involve a large number of claimants or regulatory bodies; are in the early stages of the proceedings; or could result in a change in business practices. Accordingly, the Company is often unable to estimate the losses or ranges of losses for those matters where there is a reasonable possibility or it is probable that a loss may be incurred, the ultimate settlement of which could be material. Given that such proceedings are subject to uncertainty, there can be no assurance that such legal proceedings, either individually or in the aggregate, will not have a material adverse effect on our business, results of operations, financial condition or cash flows. |
SCHEDULE I - CONDENSED FINANCIA
SCHEDULE I - CONDENSED FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONDENSED FINANCIAL INFORMATION | Oscar Health, Inc. Schedule I - Condensed Balance Sheets (Parent-Only) (in thousands, except share and per share amounts) December 31, 2022 December 31, 2021 Assets: Current Assets: Cash and cash equivalents $ 14,728 $ 57,608 Restricted deposits and investments 310,043 627,494 Investments in and advances to subsidiaries 857,649 689,573 Other assets 17,432 15,145 Total Assets $ 1,199,852 $ 1,389,820 Liabilities and Stockholders' Equity Long-term debt $ 297,999 $ — Other liabilities 11,469 2,591 Total liabilities 309,468 2,591 Commitments and contingencies Stockholders' Equity Preferred stock, $0.00001 par value; 82,500,000 shares authorized, none issued or outstanding as of December 31, 2022 and 2021 — — Class A common stock, $0.00001 par value; 825,000,000 shares authorized, 181,176,239 and 175,212,223 shares issued and outstanding as of December 31, 2022 and 2021, respectively 2 2 Class B common stock, $0.00001 par value; 82,500,000 shares authorized, 35,115,807 shares issued and outstanding as of December 31, 2022 and 2021 — — Treasury stock (314,600 shares as of December 31, 2022and 2021) (2,923) (2,923) Additional paid-in capital 3,509,007 3,393,533 Accumulated deficit (2,605,987) (1,999,712) Accumulated other comprehensive loss (9,715) (3,671) Total Oscar Health, Inc. stockholders’ equity 890,384 1,387,229 Total Liabilities and Stockholders' Equity $ 1,199,852 $ 1,389,820 Oscar Health, Inc. Schedule 1 - Condensed Statements of Operations (Parent-Only) (in thousands, except share and per share amounts) Year Ended December 31, 2022 2021 2020 Revenue Investment income and other revenue $ 8,274 $ 3,225 $ 2,903 Total revenue 8,274 3,225 2,903 Operating Expenses General and administrative expenses 60,130 61,004 23,020 Interest expense 22,583 4,720 3,514 Other expenses (income) (2,415) 1,201 — Loss on extinguishment of debt — 20,178 — Loss before income tax (benefit) expense and equity in net loss of subsidiaries (72,024) (83,878) (23,631) Income tax (benefit) provision 2,703 (715) — Loss before equity in net loss of subsidiaries (74,727) (83,163) (23,631) Equity in net loss of subsidiaries (531,548) (489,443) (383,194) Net loss attributable to Oscar Health, Inc. $ (606,275) $ (572,606) $ (406,825) Oscar Health, Inc. Schedule I - Consolidated Statements of Comprehensive Income (Parent-Only) (in thousands) Year Ended December 31, 2022 2021 2020 Net loss attributable to Oscar Health, Inc. $ (606,275) $ (572,606) $ (406,825) Other comprehensive income (loss), net of tax: Net unrealized gains (losses) on securities available for sale (6,044) (4,550) 906 Comprehensive loss attributable to Oscar Health, Inc. (612,319) (577,156) (405,919) Oscar Health, Inc. Schedule I - Condensed Statements of Cash Flows (Parent-Only) (in thousands) Year Ended December 31, 2022 2021 2020 Net cash (used in) provided by operating activities $ (3,957) $ (2,860) $ 6,487 Cash flows from investing activities: Investments in subsidiaries (652,008) (802,190) (511,125) Purchase of fixed maturity securities (138,919) (986,553) (182,027) Sale of investments 295,316 275,279 240,411 Maturity of investments 155,578 111,681 19,583 Net cash used in investing activities (340,033) (1,401,783) (433,158) Cash flows from financing activities: Proceeds from long-term debt 305,000 — 147,000 Proceeds from joint venture contribution 1,846 — — Proceeds from exercise of stock options 1,299 49,584 19,295 Debt extinguishment costs — (12,994) — Debt prepayment — (153,173) — Payment of debt issuance costs (7,035) — (4,840) Convertible preferred stock and call option issuances — — 375,671 Offering costs from IPO — (9,447) — Proceeds from exercise of warrants and call options — 9,191 74,581 Proceeds from IPO, net of underwriting discounts — 1,348,321 — Net cash provided by financing activities 301,110 1,231,482 611,707 Increase (decrease) in cash, cash equivalents and restricted cash equivalents (42,880) (173,161) 185,036 Cash, cash equivalents, restricted cash and cash equivalents—beginning of period 57,608 230,769 45,733 Cash, cash equivalents , restricted cash and cash equivalents—end of period $ 14,728 $ 57,608 $ 230,769 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the accounts of the Company, all of the controlled subsidiaries and variable interest entities of which the Company is the primary beneficiary. Noncontrolling interest consists of equity that is not attributable directly or indirectly to the Company. All material intercompany transactions have been eliminated in consolidation. Balances (except per share data) are presented in U.S. dollars and rounded, as indicated. In order to preserve the mathematical accuracy of the underlying calculations, immaterial footing differences may occur between the sum of individual balances and the total balances presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates inherent in the preparation of the accompanying audited consolidated financial statements include healthcare costs incurred but not yet reported (“IBNR”), premium deficiency reserve (“PDR”) and risk adjustment. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ materially from these estimates. |
Revenue Recognition | Revenue Recognition Premium Revenue Premium revenue includes direct policy premiums collected directly from members and subsidies received from the Centers for Medicare & Medicaid Services ("CMS") as part of the Advanced Premium Tax Credit ("APTC") and Medicare Advantage programs, along with assumed premiums from the Company's coinsurance agreement. Premium revenue is adjusted for the estimated impact of the risk adjustment program required by CMS. Total premiums earned includes the effect of reinsurance premiums ceded as part of the Company's reinsurance agreements. The Company receives a fixed premium per member per month and recognizes premium revenue during the period in which it is obligated to provide services to its members. For direct policy premiums received from CMS, revenue is recorded based on membership and eligibility criteria provided by CMS and is subject to monthly adjustment by CMS. Administrative Services Revenue |
Affordable Care Act (“ACA”) | Affordable Care Act (“ACA”) The Company conducts business through the state-run health care exchanges formed in conjunction with ACA and is therefore subject to certain programs and fees established by ACA, such as: • Minimum Medical Loss Ratio ("MLR") Requirements: The ACA established a minimum MLR ratio that requires insurers to pay rebates to customers when MLR is below established thresholds. The medical loss ratio represents medical costs as a percentage of premium revenue. Federal regulations define what constitutes medical costs and premium revenue for purposes of calculating the required minimum MLR. The Company records estimated MLR rebates as an adjustment to premium revenue. • Health Insurance Industry Fee (“HIF”): Prior to 2021, the ACA included an annual, nondeductible insurance industry tax that was levied proportionally across the insurance industry for risk-based health insurance products. The calculation was based on a ratio of the Company’s applicable net premiums written compared to the total U.S. health insurance industry applicable net premiums written during the previous calendar year. The ACA temporarily suspended the fee in 2019 and resumed it in 2020. Beginning in 2021, the fee has been permanently repealed. • Risk Adjustment: |
Risk Adjustment | Risk Adjustment The Affordable Care Act (“ACA”) risk adjustment program is administered federally by the Centers for Medicare and Medicaid Services (“CMS”). Under this program, each plan is assigned a risk score based upon demographic information and current year claims information related to its members. Plans with lower than average risk scores relative to the estimated market average risk score, when applied to the statewide average premium, will have a risk adjustment payable into the pool. Inversely, plans with higher than average risk scores relative to the estimated market average risk score, when applied to the statewide average premium, will have a risk adjustment receivable from the pool. Management develops its membership risk scores for the risk adjustment payable using actuarial methodologies and assumptions and by analyzing member data, including demographic and projections of claims data expected to be submitted by the Company to CMS for settlement. Generally, the estimated market average risk score and statewide average premium are obtained from third party surveys of other insurance plans. There is judgment in estimating the Company’s membership risk scores and the estimated market average risk scores. Management refines its estimate as new information becomes available and the final report on actual market risk scores is received from CMS in June of the following year. |
Reinsurance | Reinsurance The Company enters into reinsurance agreements to manage its exposure to unexpected fluctuations in MLR and reduce its capital requirements. The Company enters into two different types of arrangements: quota share reinsurance contracts and excess of loss ("XOL") reinsurance contracts. In quota share reinsurance, the reinsurer agrees to assume a specified percentage of the ceding company’s losses in exchange for a corresponding percentage of premiums (net of a ceding commission paid by the reinsurer to the ceding company to cover the ceding company's administrative expenses). All premiums and claims ceded under the Company’s quota share agreements are shared proportionally with the Company’s reinsurers. Reinsurance recoveries are recorded as a reduction to claims incurred, net. To the extent ceded premiums exceed ceded claims and ceding commissions and a specified margin, the Company receives an experience refund, which is recognized as revenue. In XOL reinsurance, the reinsurer agrees to assume all or a portion of the ceding company’s losses in excess of a specified amount. Under XOL reinsurance, the premium payable to the reinsurer is negotiated by the parties based on losses on an individual member in a given calendar year and their assessment of the amount of risk being ceded to the reinsurer because the reinsurer does not share proportionately in the ceding company’s losses. Premiums under XOL reinsurance agreements are based on enrollment calculated on a per member per month basis. Reinsurance recoveries are recorded as reductions to claims incurred, net. Our reinsurance contracts generally have a duration of one |
Premium Deficiency Reserve | Premium Deficiency Reserve Premium deficiency reserve liabilities are established when it is probable that expected future claims and maintenance expenses will exceed future premium and reinsurance recoveries based on existing insurance contract terms including consideration of net investment income. For purposes of determining premium deficiency reserves, contracts are grouped consistent with the Company’s method of acquiring, servicing, and measuring the profitability of such contracts, which is generally on a line of business basis. |
Change in Accounting Principle | Change in Accounting Principle For the year ended December 31, 2022, the Company elected to include anticipated net investment income in its determination of premium deficiency reserves. The accounting policy election to include net investment income is preferable because it best reflects the ultimate profitability of insurance contracts using all cash flows, inclusive of related investment income, and provides improved comparability with industry peers. This change is considered a change in accounting principle that requires retrospective application to all financial statement periods presented. However, because net investment income has historically been immaterial to the financial statements and to the premium deficiency reserve calculation, the effect of this change in accounting principle is immaterial to prior and current period balances. As a result, this change in accounting principle is being applied prospectively as of December 31, 2022. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consists of highly liquid investments with original maturities of three months or less. |
Restricted Deposits | Restricted Deposits The Company defines restricted deposits as restricted cash, cash equivalents and investments maintained on deposit or pledged primarily to various state agencies in connection with its insurance licensure. Statutory regulations require these amounts to remain on deposit indefinitely; therefore, the Company classifies these restricted deposits as long-term regardless of the contractual maturity date of the securities held. Restricted cash equivalents and investments are recorded at fair value. |
Investments | Investments The Company's investments are classified as available-for-sale and are carried at fair value. Short-term investments include securities with maturities between three months and one year. Long-term investments include securities with maturities greater than one year. |
Allowance for Credit Losses | Allowance for Credit Losses Premium and other receivables primarily includes insurance premiums due from CMS and members, pharmaceutical rebates and other claims-related provider receivables and are reported net of any allowance for credit losses. Receivable balances are also recorded related to the Company's risk adjustment program, reinsurance program and value-based care arrangements. An allowance for credit losses is generally calculated based on historical collection experience, the counterparty's creditworthiness and consideration of current and future economic events. |
Policy Acquisition Cost | Policy Acquisition Costs Policy acquisition costs are those costs that relate directly to the successful acquisition of new and renewal insurance policies. Such costs include broker commissions, costs of policy issuance and underwriting, and other costs incurred to acquire new business or renew existing business. Policy acquisition costs, other than broker bonus commissions, are expensed in the period incurred. Broker bonuses are capitalized and amortized over the policy term. The Company's short-duration policies typically have a one-year term and may be canceled by the member upon 30 days' notice. |
Benefits Payable | Benefits Payable Benefits payable consists of liabilities for both claims incurred but not reported (“IBNR”) and reported but not yet processed through our systems that 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. IBNR is an actuarial estimate, determined by employing actuarial methods, that is based on claim payment patterns, medical cost inflation, historical developments such as claim inventory levels and claim receipt patterns, and other relevant factors. A significant portion of this balance is related to low dollar claims and potential claims disputes by providers. For low dollar incurred but not paid claims, for the months prior to the most recent two months, the Company typically uses the completion factor development method. This methodology is a detailed actuarial process that uses both historical claim payment patterns as well as emerging medical cost trends to project our best estimate of claim liabilities. Under this method, 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 historical 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. A seriatim methodology is utilized for high dollar claims which is supplemented by case management data supplied by medical and claims operations areas. For the most recent incurred months (typically the most recent two months), the percentage of claims paid for claims incurred in those months is generally low. This makes the completion factor methodology less reliable for such months. Therefore, incurred claims for recent months are not projected from historical completion and payment patterns; rather, they are primarily based on forecasted per member per month low dollar claims projections developed from the Company’s historical experience and adjusted for emerging experience data in the preceding months, which may include adjustments for known changes in estimates of recent hospital and drug utilization data, provider contracting changes, changes in benefit levels, changes in member cost sharing, changes in medical management processes, product mix, and workday seasonality. Because the reserve methodology is based upon historical information, it must be adjusted for known or suspected operational and environmental changes. These adjustments are made by our actuaries based on their knowledge and their estimate of emerging impacts to benefit costs and payment speed. Circumstances to be considered in developing our best estimate of reserves include changes in utilization levels, unit costs, member cost sharing, benefit plan designs, provider reimbursement levels, processing system conversions and changes, claim inventory levels, claim processing patterns, and claim submission patterns. We regularly review and set assumptions regarding cost trends and utilization when initially establishing claim liabilities. We continually monitor and adjust the claims liability and benefit expense based on subsequent paid claims activity. If it is determined that our assumptions regarding cost trends and utilization are materially different from actual results, our income statement and financial position could be impacted in future periods. Adjustments of prior year estimates may result in additional benefit expense or a reduction of benefit expense in the period an adjustment is made. Further, due to the considerable variability of healthcare costs, adjustments to claim liabilities occur each period and are sometimes significant as compared to the net income recorded in that period. Prior period development is recognized immediately upon the actuary’s judgment that a portion of the prior period liability is no longer needed or that an additional liability should have been accrued. That determination is made when sufficient information is available to ascertain that the re-estimate of the liability is reasonable. Settlement Reserves The Company also records as part of benefits payable, an estimate of the ultimate liability for actual and potential claims disputes by providers based on financial exposure, an estimated probability of dispute based on financial exposure and risk of litigation, and expected settlement rates, a gross up factor to account for unprocessed claims, and a completion factor for the most recent year. Since these liabilities are part of the overall claim reserve, they are proportionally ceded under the Company's reinsurance agreements for historical policy years with contracts in force. The settlement reserves included as part of the benefits payable balance was approximately $251.1 million and $137.7 million as of December 31, 2022 and 2021, respectively. Unallocated Claims Adjustment Expenses Claims adjustment expenses (“CAE”) are costs incurred or expected to be incurred in connection with the adjustment and recording of health claims not subject to reinsurance. Such expenses include, but are not limited to, case management, utilization review, and quality assurance and are intended to reduce the number of health services provided or the cost of such services. CAE is included in other insurance costs and the related CAE payable is included in accounts payable and accrued liabilities. |
Property, Equipment and Capitalized Software | Property, Equipment and Capitalized Software Property, equipment and capitalized software are reported at cost less accumulated depreciation. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the related assets, which range from 3 to 10 years. Costs related to certain software projects for internal use incurred during the application development stage are capitalized. Costs related to planning activities and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three years. Property, Equipment and Capitalized Software are assessed for impairment whenever events or circumstances suggest that an asset's carrying value may not be fully recoverable. |
Leases | Leases The Company leases office space under operating leases expiring on various dates through 2032. On the lease commencement date, a right-of-use ("ROU") asset and lease liability are recognized on the balance sheet based on the present value of the future minimum lease payments over the lease term. Since the Company's lease agreements do not provide an implicit rate, an incremental borrowing rate, based on the information available at commencement date, is used to determine the present value of future payments. The calculation of the ROU asset is based on the lease liability and also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company determines if an arrangement is a lease or contains a lease at inception of the arrangement based on the terms and conditions in the contract. Options to extend or terminate a lease at the Company's discretion are factored into the calculation of the lease liabilities and ROU assets only if the Company is reasonably certain it will exercise those options. Short-term leases with an initial term of twelve months or less are not recorded on the balance sheet. |
Earnings Per Share | Earnings Per Share Earnings (loss) per share ("EPS") is calculated using the two-class method, which is an earnings allocation model that treats participating securities as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are required to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. For EPS computation purposes, the Company's Class A and Class B common stock are considered one single class of common stock because both classes have the same dividend and liquidation rights. For the year ended December 31, 2020, the Company's Series A and Series B common stock were treated as one class for EPS purposes. |
Variable Interest Entities | Variable Interest Entities The Company enters arrangements with various entities that are deemed to be variable interest entities (“VIE”). A VIE is an entity that either (1) has equity investors that lack certain essential characteristics of a controlling financial interest (including the ability to control activities of the entity, the obligation to absorb the entity’s expected losses and the right to receive the entity’s expected residual returns) or (2) lacks sufficient equity to finance its own activities without financial support provided by other entities, which in turn would be expected to absorb at least some of the expected losses of the VIE. The Company is deemed a primary beneficiary of a VIE if it has (1) the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could be potentially significant to the VIE. If both conditions are present, the Company is required to consolidate the VIE into its financial results. The Company has determined that it has a controlling financial interest in the medical professional corporations with which it has a business arrangement because, as part of its arrangement, the Company has guaranteed their debt, and the equity at risk is insufficient to finance their activities without additional subordinated financial support from the Company. |
Accounting Pronouncements | Accounting Pronouncements - Recently Adopted EGC Status Upon its IPO in March 2021, the Company qualified as an emerging growth company ("EGC") under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) which, amongst other things, allowed for reduced disclosure requirements and an extended transition period for the implementation of new or revised accounting pronouncements. The Company elected to use this extended transition period for complying with new or revised accounting standards that had different effective dates for public and private companies until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As of September 30, 2021, the Company exceeded the maximum annual revenue threshold for EGCs, resulting in loss of EGC status as of December 31, 2021. As a result, the Company is required to comply with public company disclosure requirements applicable to registrants that have exited EGC status and adopted previously deferred accounting pronouncements as of January 1, 2021. |
Fair Value | The Company's financial assets and liabilities measured at fair value on a recurring basis are categorized into a three-level fair value hierarchy based on the priority of the inputs used in the fair value valuation technique. The levels of the fair value hierarchy are as follows: • Level 1 : Inputs utilize quoted (unadjusted) prices in active markets for identical assets or liabilities. • Level 2 : Inputs utilize other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 : Inputs utilized that are unobservable but significant to the fair value measurement for the asset or liability. The unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available. They typically reflect management’s own estimates about the assumptions a market participant would use in pricing the asset or liability. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Insurance [Abstract] | |
Schedule of premiums earned | Year Ended December 31, 2022 2021 2020 (in thousands) Direct policy premiums $ 6,704,330 $ 3,420,328 $ 2,287,319 Assumed premiums 138,109 16,298 299 Direct and assumed premiums 6,842,439 3,436,626 2,287,618 Risk adjustment and corridor, net (1,507,919) (723,638) (615,279) Premiums before ceded reinsurance 5,334,520 2,712,988 1,672,339 Reinsurance premiums ceded (1,463,403) (881,968) (1,217,304) Total premiums earned $ 3,871,117 $ 1,831,020 $ 455,035 The following table summarizes the amounts of direct policy premiums received directly from CMS as part of APTC and Medicare Advantage for the year ended December 31, 2022: Year Ended December 31, 2022 2021 2020 (in thousands) APTC $ 5,675,794 $ 2,468,712 $ 1,351,379 Medicare Advantage $ 54,355 39,562 17,269 Total paid by CMS $ 5,730,149 $ 2,508,274 $ 1,368,648 The tables below present information for the Company's reinsurance arrangements accounted for under reinsurance accounting. The composition of total reinsurance premiums ceded and reinsurance premiums assumed, which are included as components of total premiums earned in the consolidated statement of operations, is as follows: Year Ended December 31, 2022 2021 2020 (in thousands) Reinsurance premiums ceded, gross $ (1,524,157) $ (921,953) $ (1,308,275) Experience refunds 60,754 39,985 90,971 Reinsurance premiums ceded (1,463,403) (881,968) (1,217,304) Reinsurance premiums assumed 138,109 16,298 299 Total reinsurance premiums (ceded) and assumed $ (1,325,294) $ (865,670) $ (1,217,005) The Company records claims expense net of reinsurance recoveries. The following table reconciles the total claims expense to the net claims expense as presented in the consolidated statement of operations: Year Ended December 31, 2022 2021 2020 (in thousands) Direct claims incurred $ 4,428,000 $ 2,403,108 $ 1,364,432 Ceded reinsurance claims (1,290,349) (800,769) (1,055,371) Assumed reinsurance claims 143,147 21,656 292 Total claims incurred, net $ 3,280,798 $ 1,623,995 $ 309,353 The Company records selling, general and administrative expenses net of ceding commissions. The following table reconciles total other insurance costs to the amount presented in the consolidated statement of operations: Year Ended December 31, 2022 2021 2020 (in thousands) Other insurance costs, gross $ 868,385 $ 492,609 $ 343,374 Ceding commissions (161,946) (82,246) (126,840) Other insurance costs, net $ 706,439 $ 410,363 $ 216,534 The Company classifies reinsurance recoverable within current assets on its consolidated balance sheets. The composition of the reinsurance recoverable balance is as follows: December 31, 2022 2021 (in thousands) Ceded reinsurance claim recoverables $ 776,266 $ 406,017 Reinsurance ceding commissions 42,805 23,517 Experience refunds on reinsurance agreements 73,816 2,456 Reinsurance recoverable $ 892,887 $ 431,990 |
REINSURANCE (Tables)
REINSURANCE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Insurance [Abstract] | |
Schedule of premiums earned | Year Ended December 31, 2022 2021 2020 (in thousands) Direct policy premiums $ 6,704,330 $ 3,420,328 $ 2,287,319 Assumed premiums 138,109 16,298 299 Direct and assumed premiums 6,842,439 3,436,626 2,287,618 Risk adjustment and corridor, net (1,507,919) (723,638) (615,279) Premiums before ceded reinsurance 5,334,520 2,712,988 1,672,339 Reinsurance premiums ceded (1,463,403) (881,968) (1,217,304) Total premiums earned $ 3,871,117 $ 1,831,020 $ 455,035 The following table summarizes the amounts of direct policy premiums received directly from CMS as part of APTC and Medicare Advantage for the year ended December 31, 2022: Year Ended December 31, 2022 2021 2020 (in thousands) APTC $ 5,675,794 $ 2,468,712 $ 1,351,379 Medicare Advantage $ 54,355 39,562 17,269 Total paid by CMS $ 5,730,149 $ 2,508,274 $ 1,368,648 The tables below present information for the Company's reinsurance arrangements accounted for under reinsurance accounting. The composition of total reinsurance premiums ceded and reinsurance premiums assumed, which are included as components of total premiums earned in the consolidated statement of operations, is as follows: Year Ended December 31, 2022 2021 2020 (in thousands) Reinsurance premiums ceded, gross $ (1,524,157) $ (921,953) $ (1,308,275) Experience refunds 60,754 39,985 90,971 Reinsurance premiums ceded (1,463,403) (881,968) (1,217,304) Reinsurance premiums assumed 138,109 16,298 299 Total reinsurance premiums (ceded) and assumed $ (1,325,294) $ (865,670) $ (1,217,005) The Company records claims expense net of reinsurance recoveries. The following table reconciles the total claims expense to the net claims expense as presented in the consolidated statement of operations: Year Ended December 31, 2022 2021 2020 (in thousands) Direct claims incurred $ 4,428,000 $ 2,403,108 $ 1,364,432 Ceded reinsurance claims (1,290,349) (800,769) (1,055,371) Assumed reinsurance claims 143,147 21,656 292 Total claims incurred, net $ 3,280,798 $ 1,623,995 $ 309,353 The Company records selling, general and administrative expenses net of ceding commissions. The following table reconciles total other insurance costs to the amount presented in the consolidated statement of operations: Year Ended December 31, 2022 2021 2020 (in thousands) Other insurance costs, gross $ 868,385 $ 492,609 $ 343,374 Ceding commissions (161,946) (82,246) (126,840) Other insurance costs, net $ 706,439 $ 410,363 $ 216,534 The Company classifies reinsurance recoverable within current assets on its consolidated balance sheets. The composition of the reinsurance recoverable balance is as follows: December 31, 2022 2021 (in thousands) Ceded reinsurance claim recoverables $ 776,266 $ 406,017 Reinsurance ceding commissions 42,805 23,517 Experience refunds on reinsurance agreements 73,816 2,456 Reinsurance recoverable $ 892,887 $ 431,990 |
BUSINESS ARRANGEMENTS (Tables)
BUSINESS ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of variable interest entities | The following table presents the collective assets and liabilities of the Company's variable interest entities: As of December 31, 2022 2021 (in thousands) Assets $ 129,629 $ 123,524 Liabilities $ 78,126 $ 70,165 |
RESTRICTED CASH AND RESTRICTE_2
RESTRICTED CASH AND RESTRICTED DEPOSITS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of restricted deposits | The restricted cash and cash equivalents and restricted investments presented below are included in “restricted deposits” in the accompanying consolidated balance sheets. As of December 31, 2022 2021 (in thousands) Restricted cash and cash equivalents $ 21,902 $ 21,562 Restricted investments 5,581 6,523 Restricted Deposits $ 27,483 $ 28,085 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of investments | The following tables provide summaries of the Company's investments by major security type as of December 31, 2022 and 2021: December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) U.S. treasury and agency securities $ 1,160,430 $ 89 $ (5,237) $ 1,155,282 Corporate notes 378,481 66 (4,098) 374,449 Municipalities 20,091 — (428) 19,663 Certificate of deposit 38,082 — — 38,082 Commercial paper 32,730 — — 32,730 Total $ 1,629,814 $ 155 $ (9,763) $ 1,620,206 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) U.S. treasury and agency securities $ 895,865 $ 34 $ (1,837) $ 894,062 Corporate notes 454,416 2 (1,746) 452,672 Municipalities 50,366 10 (140) 50,236 Certificate of deposit 21,370 — — 21,370 Commercial paper 13,222 — — 13,222 Total $ 1,435,239 $ 46 $ (3,723) $ 1,431,562 |
Summary of investments in a gross unrealized loss position | The following table summarizes those available-for-sale investments that have been in a continuous loss position for less than 12 months at December 31, 2022 and 2021. December 31, 2022 Number of Securities Fair Value Gross (in thousands, except no. of securities) U.S. treasury and agency securities 165 $ 586,411 $ (973) Corporate notes 138 135,133 (731) Municipalities 5 $ 3,070 (71) Total 308 $ 724,614 $ (1,775) December 31, 2021 Number of Securities Fair Value Gross (in thousands, except no. of securities) U.S. treasury and agency securities 108 $ 894,060 $ (1,837) Corporate notes 357 452,672 (1,746) Municipalities 108 $ 50,236 $ (140) Total 573 $ 1,396,968 $ (3,723) The following table summarizes those available-for-sale securities that have been in a continuous unrealized loss position for longer than twelve months as of December 31, 2022. The available-for-sale securities that have been in a continuous unrealized loss position for longer than twelve months as of December 31, 2021 are immaterial. December 31, 2022 Number of Securities Fair Value Gross (in thousands, except no. of securities) U.S. treasury and agency securities 45 $ 298,746 $ (4,264) Corporate notes 189 200,745 (3,367) Municipalities 57 $ 16,594 $ (357) Total 291 $ 516,085 $ (7,988) |
Investments Classified by Contractual Maturity Date | The amortized cost and fair value of the Company's fixed maturity securities as of December 31, 2022 by contractual maturity are shown below. Actual maturities of these securities could differ from their contractual maturities because issuers may have the right to call or prepay obligations, with or without penalties. December 31, 2022 Amortized Cost Fair Value (in thousands) Due in one year or less $ 1,405,937 $ 1,397,287 Due after one year through five years 223,877 222,919 Total $ 1,629,814 $ 1,620,206 |
Summary of investment income | The following table presents disaggregated net investment income. Year Ended December 31, 2022 2021 2020 (in thousands) Interest income $ 31,306 $ 10,250 $ 8,014 Investment discount amortization, net of premium accretion (2,438) (8,067) (2,571) Net realized gains (losses) (1,274) 212 1,239 Net Investment Income $ 27,594 $ 2,395 $ 6,682 The accrued investment income balances presented below are included within “other current assets” in the consolidated balance sheets. December 31, 2022 2021 (in thousands) Accrued investment income $ 5,074 $ 3,782 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured on recurring basis | The following tables summarize fair value measurements by level for assets and liabilities measured at fair value on a recurring basis: December 31, 2022 (Level 1) (Level 2) (Level 3) Total Fair Value Measurement (in thousands) Assets Cash equivalents 104,456 13,998 — 118,454 Investments U.S. treasury and agency securities — 1,155,282 — 1,155,282 Corporate notes — 374,449 — 374,449 Certificate of deposit — 38,082 — 38,082 Commercial paper — 32,730 — 32,730 Municipalities — 19,663 — 19,663 Restricted investments U.S. treasury securities — 5,581 — 5,581 Total Assets $ 104,456 $ 1,639,785 $ — $ 1,744,241 December 31, 2021 (Level 1) (Level 2) (Level 3) Total Fair Value Measurement (in thousands) Assets Cash equivalents $ 45,265 $ 1,001 $ — $ 46,266 Investments U.S. treasury and agency securities $ — $ 894,062 $ — $ 894,062 Corporate notes — 452,672 — 452,672 Municipalities — 50,236 — 50,236 Certificate of deposit — 21,370 — 21,370 Commercial paper — 13,222 — 13,222 Restricted investments U.S. treasury securities — 6,523 — 6,523 Total Assets $ 45,265 $ 1,439,086 $ — $ 1,484,351 |
BENEFITS PAYABLE (Tables)
BENEFITS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Insurance [Abstract] | |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | The following table provides a rollforward of the Company’s beginning and ending benefits payable and claims adjustment expenses ("CAE") payable balances for the years ended December 31, 2022 and 2021: As of December 31, 2022 Benefits Payable Unallocated Claims Total (in thousands) Benefits payable, beginning of the period $ 513,582 $ 9,101 $ 522,683 Less: Reinsurance recoverable 159,180 — 159,180 Benefits payable, beginning of the period, net $ 354,402 $ 9,101 $ 363,503 Claims incurred and CAE Current year $ 3,279,460 $ 117,541 $ 3,397,001 Prior years 1,338 — 1,338 Total claims incurred and CAE, net $ 3,280,798 $ 117,541 $ 3,398,339 Claims paid and CAE Current year $ 2,726,912 $ 106,871 $ 2,833,783 Prior years 248,505 7,059 255,564 Total claims and CAE paid, net $ 2,975,417 $ 113,930 $ 3,089,347 Benefits and CAE payable, end of period, net $ 659,783 $ 12,712 $ 672,495 Add: Reinsurance recoverable 277,944 — 277,944 Benefits and CAE payable, end of period $ 937,727 $ 12,712 $ 950,439 As of December 31, 2021 Benefits Payable Unallocated Claims Total (in thousands) Benefits payable, beginning of the period $ 311,914 $ 5,509 $ 317,423 Less: Reinsurance recoverable 132,658 — 132,658 Benefits payable, beginning of the period, net $ 179,256 $ 5,509 $ 184,765 Claims incurred and CAE Current year $ 1,640,247 $ 73,892 $ 1,714,139 Prior years (16,252) — (16,252) Total claims incurred and CAE, net $ 1,623,995 $ 73,892 $ 1,697,887 Claims paid and CAE Current year $ 1,346,870 $ 64,791 $ 1,411,661 Prior years 101,978 5,509 107,487 Total claims and CAE paid, net $ 1,448,848 $ 70,300 $ 1,519,148 Benefits and CAE payable, end of period, net $ 354,402 $ 9,101 $ 363,503 Add: Reinsurance recoverable 159,180 — 159,180 Benefits and CAE payable, end of period $ 513,582 $ 9,101 $ 522,683 |
Reconciliation of Claims Development to Liability | The following table summarizes health care claims incurred, net of reinsurance: Incurred Health Care Claims Net of Reinsurance Year Ended December 31, Cumulative (in thousands) number of Unaudited Unaudited reported claims 2020 2021 2022 (in thousands) Date of Service 2020 $ 308,370 $ 295,506 $ 299,625 3,070 2021 1,640,247 1,648,358 5,553 2022 3,279,461 8,977 Total claims incurred $ 5,227,444 The following table summarizes health care claims paid, net of reinsurance: Cumulative Paid Health Care Claims Net of Reinsurance Year Ended December 31, (in thousands) Unaudited Unaudited 2020 2021 2022 Date of Service 2020 $ 178,751 $ 258,949 $ 275,521 2021 1,346,870 1,576,846 2022 2,726,912 Total payment of incurred claims 4,579,279 All outstanding liabilities prior to 2020, net of reinsurance 11,618 Total benefits payable, net of reinsurance $ 659,783 |
Summary of Insurance Claims Development | The following table reconciles total outstanding liabilities, net of reinsurance to benefits payable in the consolidated balance sheet: As of December 31, 2022 2021 (in thousands) Short-duration health care costs payable, net of reinsurance $ 659,783 $ 354,402 Reinsurance recoverables 277,944 159,180 Total benefits payable $ 937,727 $ 513,582 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of stock-based compensation expense | The following table summarizes the stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020, which is included within the line items specified below in the consolidated statements of operations: Year Ended December 31, 2022 2021 2020 (in thousands) Other insurance costs $ 51,495 $ 42,295 $ 18,299 General and administrative expenses 60,834 44,001 17,570 Total stock-based compensation expense $ 112,329 $ 86,296 $ 35,869 |
Summary of stock option award activity | The following table summarizes the stock option award activity under the 2012 Plan and 2021 Plan for the year ended December 31, 2022: Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Options Outstanding - December 31, 2021 34,048,888 $ 10.27 6.95 $ 16,834 Options granted — — Options exercised (313,684) $ 3.92 $ 999 Options canceled (5,006,315) $ 12.17 Options Outstanding - December 31, 2022 28,728,889 $ 10.01 5.81 $ 2,073 Options Exercisable at December 31, 2022 24,910,195 $ 9.31 5.50 $ 2,073 |
Summary of stock option valuation assumptions | The table below summarizes the assumptions used during the years ended December 31, 2021 and 2020. There were no stock options granted during the year ended December 31, 2022. December 31, 2021 2020 Term in years 5.01 - 6.07 5.00 - 6.11 Risk free rate of return 0.5% - 1.2% 0.2% - 0.8% Expected volatility 39.2% - 44.5% 35.8% - 39.9% Dividend yield — % — % |
Summary of RSU activity | The following table summarizes RSU award activity for the year ended December 31, 2022: RSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding RSUs at December 31, 2021 8,983,941 $ 16.61 RSUs granted 18,268,480 $ 5.97 RSUs vested (5,645,873) $ 12.11 RSUs canceled (4,010,678) $ 10.64 Outstanding RSUs at December 31, 2022 17,595,870 $ 8.37 |
Summary of PSU activity | The following table summarizes PSU award activity for the years ended December 31, 2022: PSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding PSUs at December 31, 2021 7,082,432 $ 14.37 PSUs granted 1,659,598 $ 6.00 PSUs canceled (277,453) 13.74 Outstanding PSUs at December 31, 2022 8,464,577 $ 12.75 |
Summary of PSU valuation assumptions | The weighted-average grant date fair value of the Founders Awards was determined to be $14.22 using the following assumptions: December 31, 2021 Grant date stock price $ 39.00 Term in years 7.0 Expected volatility 45.00 % Risk-free rate 1.14 % Dividend yield — % |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | The following table presents the computation of basic and diluted earnings per share: Year Ended December 31, 2022 2021 2020 (in thousands, except share and per share data) Numerator : Net loss attributable to Oscar Health, Inc. $ (606,275) $ (572,606) $ (406,825) Deemed dividends — — (7,418) Total $ (606,275) $ (572,606) $ (414,243) Denominator : Weighted average shares of common stock outstanding, basic and diluted 212,474,615 178,967,056 29,263,424 Net loss per share attributable to Oscar Health, Inc., basic and diluted $ (2.85) $ (3.20) $ (14.16) |
Schedule of antidilutive securities excluded from computation | The following potential shares of common stock, presented based on amounts outstanding at each period end, were excluded from the computation of diluted net loss per share attributable to Oscar Health, Inc. because including them would have had an anti-dilutive effect: Year Ended December 31, 2022 2021 2020 Stock options to purchase common stock 28,728,889 34,048,888 41,115,486 Restricted stock units 17,595,870 8,983,941 1,555,666 Performance-based restricted stock units 8,464,577 7,082,432 — Shares underlying convertible notes (Note 15) 36,652,491 — — Total 91,441,827 50,115,261 42,671,152 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of the provision for income taxes are as follows for the periods indicated: Years Ended December 31, 2022 2021 2020 (in thousands) Current income tax: Federal $ (358) $ 947 $ 1,112 State — — — Total current income tax $ (358) $ 947 $ 1,112 Deferred income (benefit) tax: Federal $ (165) $ (101) $ (67) State — — — Total deferred tax $ (165) $ (101) $ (67) Total income tax $ (523) $ 846 $ 1,045 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the tax provision at the U.S. federal statutory tax rate to the provision for income taxes and the effective tax rate follows for the periods indicated: Year Ended December 31, 2022 2021 2020 Pre-tax book loss Income tax benefit at statutory rate 21.00 % 21.00 % 21.00 % State taxes (net of federal income tax) 6.00 % 0.90 % 3.78 % Change in valuation allowance (23.27) % (21.62) % (25.99) % Stock-based compensation adjustment (1.92) % 1.81 % (0.54) % Revision to estimates — % — % 4.46 % Non-deductible compensation (1.56) % (2.25) % (0.98) % Other permanent items (0.16) % 0.01 % (1.99) % Total income tax 0.09 % (0.15) % (0.26)% |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred income tax assets and liabilities are as follows for the periods indicated: December 31, 2022 2021 (in thousands) Deferred Tax Assets: NOL carryforwards $ 529,293 $ 385,988 Premium deficiency reserves 798 6,142 Stock option 5,284 6,338 Claims reserves 16,021 10,581 Accrued bonus 4,991 4,217 Start-up costs 3,252 3,699 Unearned premium reserve 3,311 3,152 Business interest expense 1,242 — Fixed assets 1,483 1,029 Investments 2,040 3,755 Other 1,972 1,162 Total deferred tax assets before valuation allowance 569,687 426,063 Valuation allowance 564,392 421,357 Total deferred tax assets, net of valuation allowance $ 5,295 $ 4,706 Deferred Tax Liabilities: Prepaid expenses 3,485 3,249 Other 1,038 862 Total deferred tax liabilities 4,523 4,111 Net deferred tax assets $ 772 $ 595 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Leases | The following table presents the lease-related balances within the balance sheet: December 31, Balance Sheet Classification 2022 2021 (in thousands) Operating Leases Right-of-use assets Other assets $ 68,001 $ 72,960 Lease liabilities, current Accounts payable and accrued liabilities $ 12,824 $ 14,831 Lease liabilities, noncurrent Other liabilities $ 72,175 $ 76,839 Additional Information: December 31, 2022 Weighted-average remaining lease term 8.2 Weighted-average discount rate 10.64% |
Schedule of Operating Lease Liability Maturity | Future minimum rental payments under non-cancellable operating leases are estimated as follows: Year Ended December 31, (in thousands) 2023 $ 12,824 2024 14,175 2025 14,360 2026 16,445 2027 17,099 Thereafter 55,287 Total lease payments $ 130,190 Less: Imputed interest 45,191 Present value of lease liabilities $ 84,999 |
PROPERTY, EQUIPMENT AND CAPIT_2
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The following table summarizes the balances of the Company’s property, equipment and capitalized software: December 31, 2022 2021 (in thousands) Property, equipment, and capitalized software Software and hardware $ 87,252 $ 61,278 Leasehold improvements 25,301 25,754 Property and fixtures 4,719 1,680 Property, equipment, and capitalized software 117,272 88,712 Less: Accumulated depreciation and amortization (57,384) (42,101) Property, equipment, and capitalized software, net $ 59,888 $ 46,611 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The following table presents the interest expense indicating an effective interest rate of 7.61% over the term of the 2031 Notes: December 31, 2022 (in thousands) Coupon interest expense $ 20,270 Amortization of debt discount and issuance costs 713 Total interest expense $ 20,983 |
ORGANIZATION (Details)
ORGANIZATION (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Mar. 05, 2021 USD ($) $ / shares shares | Mar. 03, 2021 $ / shares shares | Dec. 31, 2022 segment $ / shares shares | Dec. 31, 2021 $ / shares shares | Mar. 02, 2021 shares | |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Stock split, conversion ratio | 0.33 | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, net proceeds | $ | $ 1,300 | ||||
Sale of stock, discounts and commissions | $ | $ 71 | ||||
Treasury stock reclassified to Class A | Treasury Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares converted | 943,800 | ||||
Class A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Stock split, conversion ratio | 3 | ||||
Common stock, shares outstanding | 132,760,639 | 181,176,239 | 175,212,223 | 398,283,107 | |
Class A | IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued in transaction | 36,391,946 | ||||
Stock price (in dollars per share) | $ / shares | $ 39 | ||||
Class A | Treasury stock reclassified to Class A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares issued | 314,600 | ||||
Class B | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Stock split, conversion ratio | 3 | ||||
Common stock, shares outstanding | 35,335,579 | 35,115,807 | 35,115,807 | 106,006,786 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Settlement reserve | $ 251.1 | $ 137.7 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Reinsurance contract, term | 1 year | |
Estimated useful life | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Reinsurance contract, term | 3 years | |
Estimated useful life | 10 years |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Insurance [Abstract] | ||
Receivables from contracts | $ 33.7 | $ 2.8 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of premiums earned (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effects of Reinsurance [Line Items] | |||
Direct policy premiums | $ 6,704,330 | $ 3,420,328 | $ 2,287,319 |
Assumed premiums | 138,109 | 16,298 | 299 |
Direct and assumed premiums | 6,842,439 | 3,436,626 | 2,287,618 |
Risk adjustment and corridor, net | (1,507,919) | (723,638) | (615,279) |
Premiums before ceded reinsurance | 5,334,520 | 2,712,988 | 1,672,339 |
Reinsurance premiums ceded | (1,463,403) | (881,968) | (1,217,304) |
Premiums earned | 3,871,117 | 1,831,020 | 455,035 |
CMS | |||
Effects of Reinsurance [Line Items] | |||
Direct policy premiums | 5,730,149 | 2,508,274 | 1,368,648 |
CMS | APTC | |||
Effects of Reinsurance [Line Items] | |||
Direct policy premiums | 5,675,794 | 2,468,712 | 1,351,379 |
CMS | Medicare Advantage | |||
Effects of Reinsurance [Line Items] | |||
Direct policy premiums | $ 54,355 | $ 39,562 | $ 17,269 |
REINSURANCE - Reinsurance arran
REINSURANCE - Reinsurance arrangements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Premiums Earned, Net [Abstract] | |||
Reinsurance premiums ceded, gross | $ (1,524,157) | $ (921,953) | $ (1,308,275) |
Experience refunds | 60,754 | 39,985 | 90,971 |
Reinsurance premiums ceded | (1,463,403) | (881,968) | (1,217,304) |
Assumed premiums | 138,109 | 16,298 | 299 |
Total reinsurance premiums (ceded) and assumed | (1,325,294) | (865,670) | (1,217,005) |
Policyholder Benefits and Claims Incurred, Net [Abstract] | |||
Direct claims incurred | 4,428,000 | 2,403,108 | 1,364,432 |
Ceded reinsurance claims | (1,290,349) | (800,769) | (1,055,371) |
Assumed reinsurance claims | 143,147 | 21,656 | 292 |
Total claims incurred, net | 3,280,798 | 1,623,995 | 309,353 |
Other Insurance Cost, Net [Abstract] | |||
Other insurance costs, gross | 868,385 | 492,609 | 343,374 |
Ceding commissions | (161,946) | (82,246) | (126,840) |
Other insurance costs, net | 706,439 | 410,363 | $ 216,534 |
Reinsurance Recoverables, Including Reinsurance Premium Paid [Abstract] | |||
Ceded reinsurance claim recoverables | 776,266 | 406,017 | |
Reinsurance ceding commissions | 42,805 | 23,517 | |
Experience refunds on reinsurance agreements | 73,816 | 2,456 | |
Reinsurance recoverable | $ 892,887 | $ 431,990 |
BUSINESS ARRANGEMENTS - Variabl
BUSINESS ARRANGEMENTS - Variable interest entities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Assets | $ 4,526,601 | $ 3,321,650 |
Liabilities | 3,634,201 | 1,929,128 |
Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Assets | 129,629 | 123,524 |
Liabilities | $ 78,126 | $ 70,165 |
RESTRICTED CASH AND RESTRICTE_3
RESTRICTED CASH AND RESTRICTED DEPOSITS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash and cash equivalents | $ 21,902 | $ 21,562 |
Restricted investments | 5,581 | 6,523 |
Restricted Deposits | $ 27,483 | $ 28,085 |
INVESTMENTS - Summary of invest
INVESTMENTS - Summary of investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 1,629,814 | $ 1,435,239 |
Unrealized Gains | 155 | 46 |
Unrealized Losses | (9,763) | (3,723) |
Fair Value | 1,620,206 | 1,431,562 |
U.S. treasury and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,160,430 | 895,865 |
Unrealized Gains | 89 | 34 |
Unrealized Losses | (5,237) | (1,837) |
Fair Value | 1,155,282 | 894,062 |
Corporate notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 378,481 | 454,416 |
Unrealized Gains | 66 | 2 |
Unrealized Losses | (4,098) | (1,746) |
Fair Value | 374,449 | 452,672 |
Municipalities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 20,091 | 50,366 |
Unrealized Gains | 0 | 10 |
Unrealized Losses | (428) | (140) |
Fair Value | 19,663 | 50,236 |
Certificate of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 38,082 | 21,370 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 38,082 | 21,370 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 32,730 | 13,222 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 32,730 | $ 13,222 |
INVESTMENTS - Summary of inve_2
INVESTMENTS - Summary of investments in a gross unrealized loss position (Details) $ in Thousands | Dec. 31, 2022 USD ($) security | Dec. 31, 2021 USD ($) security |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months [Abstract] | ||
Number of Securities | security | 308 | 573 |
Fair Value | $ 724,614 | $ 1,396,968 |
Gross Unrealized Losses | $ (1,775) | $ (3,723) |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer [Abstract] | ||
Number of Securities | security | 291 | |
Fair Value | $ 516,085 | |
Gross Unrealized Losses | $ (7,988) | |
U.S. treasury and agency securities | ||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months [Abstract] | ||
Number of Securities | security | 165 | 108 |
Fair Value | $ 586,411 | $ 894,060 |
Gross Unrealized Losses | $ (973) | $ (1,837) |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer [Abstract] | ||
Number of Securities | security | 45 | |
Fair Value | $ 298,746 | |
Gross Unrealized Losses | $ (4,264) | |
Corporate notes | ||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months [Abstract] | ||
Number of Securities | security | 138 | 357 |
Fair Value | $ 135,133 | $ 452,672 |
Gross Unrealized Losses | $ (731) | $ (1,746) |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer [Abstract] | ||
Number of Securities | security | 189 | |
Fair Value | $ 200,745 | |
Gross Unrealized Losses | $ (3,367) | |
Municipalities | ||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months [Abstract] | ||
Number of Securities | security | 5 | 108 |
Fair Value | $ 3,070 | $ 50,236 |
Gross Unrealized Losses | $ (71) | $ (140) |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer [Abstract] | ||
Number of Securities | security | 57 | |
Fair Value | $ 16,594 | |
Gross Unrealized Losses | $ (357) |
INVESTMENTS - Summary of contra
INVESTMENTS - Summary of contractual maturities of available-for-sale securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Due in one year or less | $ 1,405,937 | |
Due after one year through five years | 223,877 | |
Amortized Cost | 1,629,814 | $ 1,435,239 |
Fair Value | ||
Due in one year or less | 1,397,287 | |
Due after one year through five years | 222,919 | |
Fair Value | $ 1,620,206 | $ 1,431,562 |
INVESTMENTS - Summary of inve_3
INVESTMENTS - Summary of investment income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |||
Interest income | $ 31,306 | $ 10,250 | $ 8,014 |
Investment amortization, net of accretion | (2,438) | (8,067) | (2,571) |
Net realized gains (losses) | (1,274) | 212 | 1,239 |
Net Investment Income | 27,594 | 2,395 | $ 6,682 |
Investment Income, Net [Abstract] | |||
Accrued investment income | $ 5,074 | $ 3,782 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of assets and liabilities measured on recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 1,620,206 | $ 1,431,562 |
U.S. treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 1,155,282 | 894,062 |
Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 374,449 | 452,672 |
Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 38,082 | 21,370 |
Municipalities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 19,663 | 50,236 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 118,454 | 46,266 |
Total Assets | 1,744,241 | 1,484,351 |
Recurring | U.S. treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 1,155,282 | 894,062 |
Recurring | Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 374,449 | 452,672 |
Recurring | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 38,082 | 21,370 |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 32,730 | 13,222 |
Recurring | Municipalities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 19,663 | 50,236 |
Recurring | US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. treasury securities | 5,581 | 6,523 |
(Level 1) | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 104,456 | 45,265 |
Total Assets | 104,456 | 45,265 |
(Level 1) | Recurring | U.S. treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
(Level 1) | Recurring | Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
(Level 1) | Recurring | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
(Level 1) | Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
(Level 1) | Recurring | Municipalities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
(Level 1) | Recurring | US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. treasury securities | 0 | 0 |
(Level 2) | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 13,998 | 1,001 |
Total Assets | 1,639,785 | 1,439,086 |
(Level 2) | Recurring | U.S. treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 1,155,282 | 894,062 |
(Level 2) | Recurring | Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 374,449 | 452,672 |
(Level 2) | Recurring | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 38,082 | 21,370 |
(Level 2) | Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 32,730 | 13,222 |
(Level 2) | Recurring | Municipalities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 19,663 | 50,236 |
(Level 2) | Recurring | US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. treasury securities | 5,581 | 6,523 |
(Level 3) | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Total Assets | 0 | 0 |
(Level 3) | Recurring | U.S. treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
(Level 3) | Recurring | Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
(Level 3) | Recurring | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
(Level 3) | Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
(Level 3) | Recurring | Municipalities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
(Level 3) | Recurring | US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. treasury securities | $ 0 | $ 0 |
BENEFITS PAYABLE - Schedule of
BENEFITS PAYABLE - Schedule of Liability for Unpaid Claims and Claims Adjustment Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | |||
Benefits payable, beginning of period | $ 513,582 | $ 311,914 | |
CAE payable, beginning of the period | 9,101 | 5,509 | |
Benefits and CAE payable, beginning of period | 950,439 | 522,683 | $ 317,423 |
Less: Reinsurance recoverable | 159,180 | 132,658 | |
Benefits payable, net reinsurance recoverable, beginning of period | 354,402 | 179,256 | |
Benefits and CAE payable, net, beginning of period | 363,503 | 184,765 | |
Benefits Payable | |||
Current year | 3,279,460 | 1,640,247 | |
Prior years | 1,338 | (16,252) | |
Claims incurred | 3,280,798 | 1,623,995 | |
Unallocated Claims Adjustment Expense | |||
Current year | 117,541 | 73,892 | |
Prior years | 0 | 0 | |
Claims adjustment expense | 117,541 | 73,892 | |
Total | |||
Current year | 3,397,001 | 1,714,139 | |
Prior years | 1,338 | (16,252) | |
Total claims incurred and CAE, net | 3,398,339 | 1,697,887 | |
Benefits Payable | |||
Current year | 2,726,912 | 1,346,870 | |
Prior years | 248,505 | 101,978 | |
Claims paid | 2,975,417 | 1,448,848 | |
Unallocated Claims Adjustment Expense | |||
Current year | 106,871 | 64,791 | |
Prior years | 7,059 | 5,509 | |
CAE paid | 113,930 | 70,300 | |
Total | |||
Current year | 2,833,783 | 1,411,661 | |
Prior years | 255,564 | 107,487 | |
Total claims and CAE paid, net | 3,089,347 | 1,519,148 | |
Benefits payable, net reinsurance recoverable, end of period | 659,783 | 354,402 | |
CAE payable, end of the period | 12,712 | 9,101 | |
Benefits and CAE payable, net, end of period | 672,495 | 363,503 | |
Add: Reinsurance recoverable | 277,944 | 159,180 | |
Benefits payable, end of period | 937,727 | 513,582 | |
Benefits and CAE payable, end of period | $ 950,439 | $ 522,683 |
BENEFITS PAYABLE - Summary of I
BENEFITS PAYABLE - Summary of Insurance Claims Development (Details) claim in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) claim | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) |
Claims Development [Line Items] | |||
Claims incurred | $ 5,227,444 | ||
Claims paid | 4,579,279 | ||
All outstanding liabilities prior to 2020, net of reinsurance | 11,618 | ||
Total benefits payable, net of reinsurance | 659,783 | $ 354,402 | |
2020 | |||
Claims Development [Line Items] | |||
Claims incurred | $ 299,625 | 295,506 | $ 308,370 |
Cumulative number of reported claims | claim | 3,070 | ||
Claims paid | $ 275,521 | 258,949 | $ 178,751 |
2021 | |||
Claims Development [Line Items] | |||
Claims incurred | $ 1,648,358 | 1,640,247 | |
Cumulative number of reported claims | claim | 5,553 | ||
Claims paid | $ 1,576,846 | $ 1,346,870 | |
2022 | |||
Claims Development [Line Items] | |||
Claims incurred | $ 3,279,461 | ||
Cumulative number of reported claims | claim | 8,977 | ||
Claims paid | $ 2,726,912 |
BENEFITS PAYABLE - Reconciliati
BENEFITS PAYABLE - Reconciliation of Claims Development to Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Insurance [Abstract] | |||
Short-duration health care costs payable, net of reinsurance | $ 659,783 | $ 354,402 | |
Reinsurance recoverables | 277,944 | 159,180 | $ 132,658 |
Benefits payable | $ 937,727 | $ 513,582 | $ 311,914 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ 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] | |||
Options granted, weighted average grant date fair value (in dollars per share) | $ 8.69 | $ 4.47 | |
Stock-based compensation expense | $ 112,329 | $ 86,296 | $ 35,869 |
Unrecognized compensation expense, options | $ 20,400 | ||
Share-based payment arrangement, plan modification, expense | 6,400 | ||
Options granted (in shares) | 0 | ||
2021 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 32,500,000 | ||
Number of shares available for issuance | 1,600,000 | ||
2022 Inducement Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 5,000,000 | ||
Number of shares available for issuance | 3,800,000 | ||
General and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 60,834 | 44,001 | 17,570 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum contractual term | 10 years | ||
Award vesting period | 4 years | ||
Stock-based compensation expense | $ 21,500 | 39,000 | 35,400 |
Unrecognized compensation expense, period for recognition | 1 year 10 months 24 days | ||
Stock options | Executive officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, plan modification, expense | 4,700 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of restricted stock units vested in the period | $ 68,400 | 13,200 | 0 |
Stock-based compensation expense | $ 65,500 | 28,500 | $ 500 |
Unrecognized compensation expense, period for recognition | 2 years 3 months 18 days | ||
Granted (in shares) | 18,268,480 | ||
Unrecognized compensation expense | $ 134,300 | ||
Weighted average grant date fair value (in shares) | $ 5.97 | ||
RSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
RSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 25,300 | $ 18,800 | |
Unrecognized compensation expense, period for recognition | 2 years 8 months 12 days | ||
Granted (in shares) | 1,659,598 | ||
Unrecognized compensation expense | $ 62,900 | ||
Weighted average grant date fair value (in shares) | $ 6 | ||
PSUs | Pre-determined stock price goals | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value (in shares) | $ 14.22 | ||
PSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
PSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 7 years |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of stock-based compensation expense (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] | |||
Stock-based compensation expense | $ 112,329 | $ 86,296 | $ 35,869 |
Other insurance costs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 51,495 | 42,295 | 18,299 |
General and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 60,834 | $ 44,001 | $ 17,570 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of stock option award activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | |||
Beginning balance (in shares) | 34,048,888 | ||
Options granted (in shares) | 0 | ||
Options exercised (in shares) | (313,684) | ||
Options canceled (in shares) | (5,006,315) | ||
Ending balance (in shares) | 28,728,889 | 34,048,888 | |
Options exercisable (in shares) | 24,910,195 | ||
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 10.27 | ||
Options granted (in dollars per share) | 0 | ||
Options exercised (in dollars per share) | 3.92 | ||
Options canceled (in dollars per share) | 12.17 | ||
Ending balance (in dollars per share) | 10.01 | $ 10.27 | |
Options exercisable (in dollars per share) | $ 9.31 | ||
Weighted Average Remaining Contractual Life (in years) | |||
Options outstanding, weighted average contractual life | 5 years 9 months 21 days | 6 years 11 months 12 days | |
Options exercisable, weighted average contractual life | 5 years 6 months | ||
Aggregate Intrinsic Value (in thousands) | |||
Beginning balance, aggregate intrinsic value | $ 16,834 | ||
Options exercised, aggregate intrinsic value | 999 | $ 111,000 | $ 14,200 |
Ending balance, aggregate intrinsic value | 2,073 | $ 16,834 | |
Options exercisable, aggregate intrinsic value | $ 2,073 |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary of valuation assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free rate of return, minimum | 0.50% | 0.20% |
Risk free rate of return, maximum | 1.20% | 0.80% |
Volatility, minimum | 39.20% | 35.80% |
Volatility, maximum | 44.50% | 39.90% |
Stock options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term in years | 5 years 3 days | 5 years |
Stock options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term in years | 6 years 25 days | 6 years 1 month 9 days |
PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term in years | 7 years | |
Dividend yield | 0% | 0% |
Grant date stock price (in dollars per share) | $ 39 | |
Expected volatility | 45% | |
Risk-free rate | 1.14% |
STOCK-BASED COMPENSATION - Su_4
STOCK-BASED COMPENSATION - Summary of RSU and PSU activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
RSUs | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 8,983,941 |
Granted (in shares) | shares | 18,268,480 |
Vested (in shares) | shares | (5,645,873) |
Canceled (in shares) | shares | (4,010,678) |
Outstanding, ending balance (in shares) | shares | 17,595,870 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 16.61 |
Granted (in dollars per share) | $ / shares | 5.97 |
Vested (in dollars per share) | $ / shares | 12.11 |
Canceled (in dollars per share) | $ / shares | 10.64 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 8.37 |
PSUs | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 7,082,432 |
Granted (in shares) | shares | 1,659,598 |
Canceled (in shares) | shares | (277,453) |
Outstanding, ending balance (in shares) | shares | 8,464,577 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 14.37 |
Granted (in dollars per share) | $ / shares | 6 |
Canceled (in dollars per share) | $ / shares | 13.74 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 12.75 |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation (in shares) | 91,441,827 | 50,115,261 | 42,671,152 |
Convertible preferred stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation (in shares) | 400,904,302 | ||
Warrant and call option | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation (in shares) | 1,225,216 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss | $ (606,275) | $ (572,606) | $ (406,825) |
Deemed dividends | 0 | 0 | (7,418) |
Total | $ (606,275) | $ (572,606) | $ (414,243) |
Denominator: | |||
Weighted average common shares outstanding, basic | 212,474,615 | 178,967,056 | 29,263,424 |
Weighted-average common shares outstanding, diluted | 212,474,615 | 178,967,056 | 29,263,424 |
Net loss per share attributable to Oscar Health, Inc., basic (in dollars per share) | $ (2.85) | $ (3.20) | $ (14.16) |
Net loss per share attributable to Oscar Health, Inc., diluted (in dollars per share) | $ (2.85) | $ (3.20) | $ (14.16) |
EARNINGS (LOSS) PER SHARE - S_2
EARNINGS (LOSS) PER SHARE - Schedule of antidilutive securities excluded from computation (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] | |||
Antidilutive securities excluded from computation (in shares) | 91,441,827 | 50,115,261 | 42,671,152 |
Warrant and call option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation (in shares) | 1,225,216 | ||
Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation (in shares) | 400,904,302 | ||
Stock options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation (in shares) | 28,728,889 | 34,048,888 | 41,115,486 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation (in shares) | 17,595,870 | 8,983,941 | 1,555,666 |
Performance-based restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation (in shares) | 8,464,577 | 7,082,432 | 0 |
Shares underlying convertible notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation (in shares) | 36,652,491 | 0 | 0 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax: | |||
Federal | $ (358) | $ 947 | $ 1,112 |
State | 0 | 0 | 0 |
Total current income tax | (358) | 947 | 1,112 |
Deferred income (benefit) tax: | |||
Federal | (165) | (101) | (67) |
State | 0 | 0 | 0 |
Total deferred tax | (165) | (101) | (67) |
Total income tax | $ (523) | $ 846 | $ 1,045 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Percent | |||
Income tax benefit at statutory rate | 21% | 21% | 21% |
State taxes (net of federal income tax) | 6% | 0.90% | 3.78% |
Change in valuation allowance | (23.27%) | (21.62%) | (25.99%) |
Stock-based compensation adjustment | (1.92%) | 1.81% | (0.54%) |
Revision to estimates | 0% | 0% | 4.46% |
Non-deductible compensation | (1.56%) | (2.25%) | (0.98%) |
Other permanent items | (0.16%) | 0.01% | (1.99%) |
Total income tax | 0.09% | (0.15%) | (0.26%) |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
NOL carryforwards | $ 529,293 | $ 385,988 |
Premium deficiency reserves | 798 | 6,142 |
Stock option | 5,284 | 6,338 |
Claims reserves | 16,021 | 10,581 |
Accrued bonus | 4,991 | 4,217 |
Start-up costs | 3,252 | 3,699 |
Unearned premium reserve | 3,311 | 3,152 |
Business interest expense | 1,242 | 0 |
Fixed assets | 1,483 | 1,029 |
Investments | 2,040 | 3,755 |
Other | 1,972 | 1,162 |
Total deferred tax assets before valuation allowance | 569,687 | 426,063 |
Valuation allowance | 564,392 | 421,357 |
Total deferred tax assets, net of valuation allowance | 5,295 | 4,706 |
Deferred Tax Liabilities: | ||
Prepaid expenses | 3,485 | 3,249 |
Other | 1,038 | 862 |
Total deferred tax liabilities | 4,523 | 4,111 |
Net deferred tax assets | $ 772 | $ 595 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | $ 564,392,000 | $ 421,357,000 | |
Unrecognized tax benefits | 0 | 0 | $ 0 |
Unrecognized tax benefits, penalties and interest expense | 0 | $ 0 | $ 0 |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 2,200,000,000 | ||
Net operating loss carryforwards, subject to expiration | 1,320,000,000 | ||
Net operating loss carryforwards, not subject to expiration | 839,000,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, group filings | 940,000,000 | ||
Operating loss carryforwards, standalone filings | $ 386,000,000 |
LEASES - Summary of Lease-relat
LEASES - Summary of Lease-related Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right-of-use assets | $ 68,001 | $ 72,960 |
Lease liabilities, current | 12,824 | 14,831 |
Lease liabilities, noncurrent | $ 72,175 | $ 76,839 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts payable and accrued liabilities | Accounts payable and accrued liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Lease costs | $ 14.8 | $ 15.2 | |
Rent expense | $ 14.4 | ||
Operating lease payments | $ 14.8 | $ 17 |
LEASES - Schedule of Operating
LEASES - Schedule of Operating Lease Liability Maturity (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 12,824 |
2024 | 14,175 |
2025 | 14,360 |
2026 | 16,445 |
2027 | 17,099 |
Thereafter | 55,287 |
Total lease payments | 130,190 |
Less: Imputed interest | 45,191 |
Operating lease liability | $ 84,999 |
LEASES - Additional Information
LEASES - Additional Information (Details) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term | 8 years 2 months 12 days |
Weighted-average discount rate | 10.64% |
PROPERTY, EQUIPMENT AND CAPIT_3
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and capitalized software | $ 117,272 | $ 88,712 |
Less: Accumulated depreciation and amortization | (57,384) | (42,101) |
Property, equipment, and capitalized software, net | 59,888 | 46,611 |
Software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and capitalized software | 87,252 | 61,278 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and capitalized software | 25,301 | 25,754 |
Property and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and capitalized software | $ 4,719 | $ 1,680 |
PROPERTY, EQUIPMENT AND CAPIT_4
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE- Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 15,283 | $ 14,605 | $ 11,285 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||
Feb. 21, 2021 USD ($) | Oct. 30, 2020 USD ($) | Feb. 28, 2022 USD ($) tradingDay $ / shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||
Debt prepayment | $ 0 | $ 153,173,000 | $ 0 | ||||
Loss on extinguishment of debt | 0 | 20,178,000 | 0 | ||||
Debt prepayment cost | 0 | $ 12,994,000 | $ 0 | ||||
Class A | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Issuance of common stock upon exercise of warrants and call options (in shares) | shares | 1,115,973 | 1,115,973 | |||||
Convertible debt | 7.25% convertible senior notes due 2031 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 305,000,000 | ||||||
Stated interest rate | 7.25% | ||||||
Conversion ratio | 0.1201721 | ||||||
Debt instrument, convertible, conversion price | $ / shares | $ 8.32 | ||||||
Debt instrument, convertible, threshold percentage of stock Price trigger | 200% | ||||||
Debt Instrument, convertible, threshold trading days | tradingDay | 20 | ||||||
Debt Instrument, convertible, threshold consecutive trading days | tradingDay | 30 | ||||||
Long-term debt | 298,000,000 | ||||||
Unamortized debt discount and debt issuance costs | 7,000,000 | ||||||
Long-term debt, fair value | $ 190,800,000 | ||||||
Debt instrument, interest rate, effective percentage | 7.61% | ||||||
Line of credit | Revolving credit facility | Revolving Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 200,000,000 | ||||||
Borrowing capacity, increase limit | $ 50,000,000 | ||||||
Commitment fee | 0.50% | ||||||
Debt instrument, covenant, minimum liquidity | $ 150,000,000 | ||||||
Debt instrument, covenant, liquidity dependent on decrease | $ 200,000,000 | ||||||
Debt instrument, covenant, minimum combined ratio, next fiscal year | 108% | ||||||
Debt instrument, covenant, minimum combined ratio, year two | 102% | ||||||
Line of credit outstanding | $ 0 | ||||||
Line of credit | Revolving credit facility | LIBOR | Revolving Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 4.50% | ||||||
Line of credit | Revolving credit facility | Alternative Base Rate | Revolving Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.50% | ||||||
Line of credit | Revolving credit facility | Fed funds effective rate | Revolving Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Line of credit | Revolving credit facility | Adjusted LIBOR | Revolving Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1% | ||||||
Loan payable | Facility Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 150,000,000 | ||||||
Interest rate during period | 12.75% | ||||||
Debt prepayment | $ 153,200,000 | ||||||
Paid-in-kind interest | 3,200,000 | ||||||
Loss on extinguishment of debt | 20,200,000 | ||||||
Debt prepayment cost | 13,000,000 | ||||||
Unamortized debt discount and issuance costs written off | $ 7,200,000 | ||||||
Loan payable | LIBOR | Facility Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 11.75% |
LONG-TERM DEBT - Schedule of de
LONG-TERM DEBT - Schedule of debt interest expense (Details) - 7.25% convertible senior notes due 2031 - Convertible debt $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Coupon interest expense | $ 20,270 |
Amortization of debt discount and issuance costs | 713 |
Total interest expense | $ 20,983 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Millions | Mar. 05, 2021 USD ($) $ / shares shares | Mar. 03, 2021 $ / shares shares | Mar. 02, 2021 $ / shares shares | Dec. 31, 2022 vote $ / shares shares | Dec. 31, 2021 $ / shares shares |
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, shares authorized | 82,500,000 | 82,500,000 | 82,500,000 | ||
Stock split, conversion ratio | 0.33 | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, net proceeds | $ | $ 1,300 | ||||
Sale of stock, discounts and commissions | $ | $ 71 | ||||
Preferred Stock converted to Series A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares converted | 402,192,500 | ||||
Class A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common stock, shares authorized | 825,000,000 | 825,000,000 | 825,000,000 | ||
Common stock, conversion ratio | 1 | ||||
Stock split, conversion ratio | 3 | ||||
Common stock, shares outstanding | 132,760,639 | 398,283,107 | 181,176,239 | 175,212,223 | |
Voting rights, number of votes | vote | 1 | ||||
Class A | IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued in transaction | 36,391,946 | ||||
Stock price (in dollars per share) | $ / shares | $ 39 | ||||
Class A | Series A reclassified to Class A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares issued | 398,283,107 | ||||
Class A | Class B converted to Class A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares issued | 219,772 | ||||
Series A common stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||
Series A common stock | Preferred Stock converted to Series A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares issued | 403,261,643 | ||||
Series A common stock | Series B converted to Series A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares issued | 9,360,800 | ||||
Series A common stock | Series A reclassified to Class A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares converted | 398,283,107 | ||||
Series A common stock | Series A reclassified to Class B | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares converted | 45,879,623 | ||||
Series B common stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||
Series B common stock | Series B converted to Series A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares converted | 9,360,800 | ||||
Series B common stock | Series B reclassified to Class B | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares converted | 60,127,163 | ||||
Class B | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common stock, shares authorized | 82,500,000 | 82,500,000 | 82,500,000 | ||
Common stock, conversion ratio | 1 | ||||
Stock split, conversion ratio | 3 | ||||
Common stock, shares outstanding | 35,335,579 | 106,006,786 | 35,115,807 | 35,115,807 | |
Voting rights, number of votes | vote | 20 | ||||
Class B | Series B reclassified to Class B | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares issued | 60,127,163 | ||||
Class B | Series A reclassified to Class B | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares issued | 45,879,623 | ||||
Class B | Class B converted to Class A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock, shares converted | 219,772 |
STATUTORY REGULATIONS (Details)
STATUTORY REGULATIONS (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Insurance [Abstract] | ||
Combined statutory capital and surplus | $ 701.5 | $ 474.8 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | May 03, 2022 |
Investors’ Rights Agreement | Affiliated enties | |
Related Party Transaction [Line Items] | |
Agreement term (up to) | 5 years |
SCHEDULE I - CONDENSED FINANC_2
SCHEDULE I - CONDENSED FINANCIAL INFORMATION - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | |||
Cash and cash equivalents | $ 1,558,595 | $ 1,103,995 | $ 826,326 |
Other current assets | 6,450 | 3,782 | |
Total Assets | 4,526,601 | 3,321,650 | |
Liabilities and Stockholders' Equity | |||
Long-term debt | 297,999 | 0 | |
Other liabilities | 72,280 | 76,839 | |
Total liabilities | 3,634,201 | 1,929,128 | |
Commitments and contingencies (Note 19) | |||
Stockholders' Equity | |||
Preferred stock, $0.00001 par value; 82,500,000 shares authorized, none issued or outstanding as of December 31, 2022 and 2021 | 0 | 0 | |
Treasury stock (314,600 shares as of December 31, 2022 and 2021) | (2,923) | (2,923) | |
Additional paid-in capital | 3,509,007 | 3,393,533 | |
Accumulated deficit | (2,605,987) | (1,999,712) | |
Accumulated other comprehensive loss | (9,715) | (3,671) | |
Total Oscar Health, Inc. stockholders’ equity | 890,384 | 1,387,229 | |
Total Liabilities and Stockholders' Equity | 4,526,601 | 3,321,650 | |
Class A | |||
Stockholders' Equity | |||
Common stock | 2 | 2 | |
Class B | |||
Stockholders' Equity | |||
Common stock | 0 | 0 | |
Parent | |||
Current Assets: | |||
Cash and cash equivalents | 14,728 | 57,608 | |
Restricted deposits and investments | 310,043 | 627,494 | |
Investments in and advances to subsidiaries | 857,649 | 689,573 | |
Other current assets | 17,432 | 15,145 | |
Total Assets | 1,199,852 | 1,389,820 | |
Liabilities and Stockholders' Equity | |||
Long-term debt | 297,999 | 0 | |
Other liabilities | 11,469 | 2,591 | |
Total liabilities | 309,468 | 2,591 | |
Commitments and contingencies (Note 19) | |||
Stockholders' Equity | |||
Preferred stock, $0.00001 par value; 82,500,000 shares authorized, none issued or outstanding as of December 31, 2022 and 2021 | 0 | 0 | |
Treasury stock (314,600 shares as of December 31, 2022 and 2021) | (2,923) | (2,923) | |
Additional paid-in capital | 3,509,007 | 3,393,533 | |
Accumulated deficit | (2,605,987) | (1,999,712) | |
Accumulated other comprehensive loss | (9,715) | (3,671) | |
Total Oscar Health, Inc. stockholders’ equity | 890,384 | 1,387,229 | |
Total Liabilities and Stockholders' Equity | 1,199,852 | 1,389,820 | |
Parent | Class A | |||
Stockholders' Equity | |||
Common stock | 2 | 2 | |
Parent | Class B | |||
Stockholders' Equity | |||
Common stock | $ 0 | $ 0 |
SCHEDULE I - CONDENSED FINANC_3
SCHEDULE I - CONDENSED FINANCIAL INFORMATION - Condensed Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | |||
Investment income and other revenue | $ 31,474 | $ 2,301 | $ 7,766 |
Total revenue | 3,963,638 | 1,838,715 | 462,801 |
Operating Expenses | |||
General and administrative expenses | 309,783 | 265,078 | 166,655 |
Interest expense | 22,623 | 4,720 | 3,514 |
Other expenses (income) | (2,415) | 1,201 | 0 |
Loss on extinguishment of debt | 0 | 20,178 | 0 |
Loss before income taxes | (610,075) | (570,580) | (405,780) |
Income tax (benefit) provision | (523) | 846 | 1,045 |
Net loss attributable to Oscar Health, Inc. | (606,275) | (572,606) | (406,825) |
Parent | |||
Revenue | |||
Investment income and other revenue | 8,274 | 3,225 | 2,903 |
Total revenue | 8,274 | 3,225 | 2,903 |
Operating Expenses | |||
General and administrative expenses | 60,130 | 61,004 | 23,020 |
Interest expense | 22,583 | 4,720 | 3,514 |
Other expenses (income) | (2,415) | 1,201 | 0 |
Loss on extinguishment of debt | 0 | 20,178 | 0 |
Loss before income taxes | (72,024) | (83,878) | (23,631) |
Income tax (benefit) provision | 2,703 | (715) | 0 |
Loss before equity in net loss of subsidiaries | (74,727) | (83,163) | (23,631) |
Equity in net loss of subsidiaries | (531,548) | (489,443) | (383,194) |
Net loss attributable to Oscar Health, Inc. | $ (606,275) | $ (572,606) | $ (406,825) |
SCHEDULE I - CONDENSED FINANC_4
SCHEDULE I - CONDENSED FINANCIAL INFORMATION - Condensed Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Statement of Income Captions [Line Items] | |||
Net loss | $ (606,275) | $ (572,606) | $ (406,825) |
Other comprehensive income (loss), net of tax: | |||
Comprehensive loss attributable to Oscar Health, Inc. | (612,319) | (577,156) | (405,919) |
Parent | |||
Condensed Statement of Income Captions [Line Items] | |||
Net loss | (606,275) | (572,606) | (406,825) |
Other comprehensive income (loss), net of tax: | |||
Net unrealized gains (losses) on securities available for sale | (6,044) | (4,550) | 906 |
Comprehensive loss attributable to Oscar Health, Inc. | $ (612,319) | $ (577,156) | $ (405,919) |
SCHEDULE I - CONDENSED FINANC_5
SCHEDULE I - CONDENSED FINANCIAL INFORMATION - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash (used in) provided by operating activities | $ 380,349 | $ (181,745) | $ 222,732 |
Cash flows from investing activities: | |||
Purchase of investments | (1,192,706) | (1,810,076) | (1,001,038) |
Sale of investments | 360,616 | 624,077 | 489,528 |
Maturity of investments | 633,467 | 430,694 | 182,060 |
Net cash used in investing activities | (226,519) | (774,515) | (344,714) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 305,000 | 0 | 147,000 |
Proceeds from joint venture contribution | 1,846 | 0 | 0 |
Proceeds from exercise of stock options | 1,299 | 49,584 | 19,295 |
Debt extinguishment costs | 0 | (12,994) | 0 |
Debt prepayment | 0 | (153,173) | 0 |
Payments of debt issuance costs | (7,035) | 0 | (4,840) |
Convertible preferred stock and call option issuances | 0 | 0 | 375,671 |
Offering costs from IPO | 0 | (9,447) | 0 |
Proceeds from exercise of warrants and call options | 0 | 9,191 | 74,581 |
Proceeds from IPO, net of underwriting discounts | 0 | 1,348,321 | 0 |
Net cash provided by financing activities | 301,110 | 1,238,712 | 611,707 |
Increase in cash, cash equivalents and restricted cash equivalents | 454,940 | 282,452 | 489,725 |
Cash, cash equivalents, restricted cash and cash equivalents—beginning of period | 1,125,557 | 843,105 | 353,380 |
Cash, cash equivalents, restricted cash and cash equivalents—end of period | 1,580,497 | 1,125,557 | 843,105 |
Parent | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash (used in) provided by operating activities | (3,957) | (2,860) | 6,487 |
Cash flows from investing activities: | |||
Investments in subsidiaries | (652,008) | (802,190) | (511,125) |
Purchase of investments | (138,919) | (986,553) | (182,027) |
Sale of investments | 295,316 | 275,279 | 240,411 |
Maturity of investments | 155,578 | 111,681 | 19,583 |
Net cash used in investing activities | (340,033) | (1,401,783) | (433,158) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 305,000 | 0 | 147,000 |
Proceeds from joint venture contribution | 1,846 | 0 | 0 |
Proceeds from exercise of stock options | 1,299 | 49,584 | 19,295 |
Debt extinguishment costs | 0 | (12,994) | 0 |
Debt prepayment | 0 | (153,173) | 0 |
Payments of debt issuance costs | (7,035) | 0 | (4,840) |
Convertible preferred stock and call option issuances | 0 | 0 | 375,671 |
Offering costs from IPO | 0 | (9,447) | 0 |
Proceeds from exercise of warrants and call options | 0 | 9,191 | 74,581 |
Proceeds from IPO, net of underwriting discounts | 0 | 1,348,321 | 0 |
Net cash provided by financing activities | 301,110 | 1,231,482 | 611,707 |
Increase in cash, cash equivalents and restricted cash equivalents | (42,880) | (173,161) | 185,036 |
Cash, cash equivalents, restricted cash and cash equivalents—beginning of period | 57,608 | 230,769 | 45,733 |
Cash, cash equivalents, restricted cash and cash equivalents—end of period | $ 14,728 | $ 57,608 | $ 230,769 |