Good morning ladies and gentlemen and welcome to the Clover Health Fourth Quarter and Full Year 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the prepared remarks. As a reminder, today's call is being recorded. I would now like to turn the call over to Ryan Schmidt, Investor Relations for Clover Health. Please go ahead.

Good morning, everyone. Joining me on the call today to discuss the company’s fourth quarter and full year results are Andrew Toy; Clover Health’s Chief Executive Officer and Scott Leffler, the company’s Chief Financial Officer. You can find today's press release and the accompanying supplemental slides in the Investor Events and Presentations section of our website at investors.cloverhealth.com. This webcast is being recorded and a replay will be available in the Investor Relations section of the Clover Health website. I'd also like to caution you that we may make forward-looking statements during today's call, which are subject to risks and uncertainties, including expectations about future performance; factors that may cause actual results to differ materially from expectations are detailed in our SEC filings, including in the Risk Factors section of our 2022 Annual Report on Form 10-K. Information about non-GAAP financial measures referenced, including a reconciliation of those measures to GAAP measures, can be found in the earnings materials available on our website. With that, I will now turn the call over to Andrew.

Thank you, Ryan and thanks to everyone for joining us. I'm excited to be here today on my first earnings call as Clover's Chief Executive Officer. This morning, I'm pleased to share our strong results for 2022, highlighted by Insurance MCR improving over 1400 basis points compared to 2021. This improvement in MA Planned MCR reflects the continuation of the favorable performance trends we experienced throughout the year. Most importantly, our results highlight Clover Assistant's impact on our business and I'm excited by the data showing our technology’s clear ability to empower Medicare physicians to identify and manage chronic diseases earlier, which I'll discuss in more detail shortly. In 2022, we emphasized profitability over growth. This strategic shift impacted both the insurance and non-insurance lines of business. We expect the combination of improved 2022 insurance results and the enhanced strategic emphasis on profitability over growth to position us for a successful 2023 as we demonstrate the strength of our approach to Medicare and deliver significant progress towards profitability. As a result, we're also pleased to reiterate and expand upon the partial guidance for 2023 that was issued last month. Let's start with our insurance segment, where throughout 2022 we delivered favorable results in both MCR and revenue. We're proud of our full year Insurance MCR of 91.8%, which was better than our most recent 2022 guidance and is reflective of the continued improvement in core insurance operations and the value derived from Clover Assistant. Clover Assistant underpins our differentiated offering in the market: high value plans at low cost on a wide network. Through our unique approach, we've proven our ability to grow and as we prioritize profitability, we believe the mode afforded by Clover Assistant will allow us to switch to sustainable, industry-beating growth once we've established core profitability. As an additional reminder, we were paid on three stars during 2022, so our results are not yet reflective of the favorable impact that we will enjoy from being paid on 3.5 stars for our PPO plan beginning this year. We also announced in the fall that we were awarded a 3.5 star rating for all of our plans for 2024. The combination of our strong 2022 insurance results, our PPO plan being paid on 3.5 stars, and the ability to improve care through Clover Assistant positions us well for an even stronger 2023 where we are initially guiding to an Insurance MCR range of 89% to 91%. For our non-insurance business during the full year 2022, MCR of 103.4% improved compared to 2021. While we did improve, this is not a result we are satisfied with. As discussed on previous calls, we strategically reduced the number of participating physicians in the program for 2023, which resulted in a reduction in aligned beneficiaries under the program. By focusing on providers who are more closely aligned to our approach, we expect MCR in 2023 to improve to a range of 98% to 100%. Another area we're really excited about is Clover Home Care, which is a part of our insurance business operations. Clover Home Care, our internal primary care practice, drives significant clinical value by delivering in-home care directly to our most vulnerable members. In 2022 alone, we serviced over 3300 members, receiving great feedback and high member satisfaction, which we believe also contributes to higher member retention. These members are some of our most medically complex, often with multiple advanced comorbidities and high institutional claims. For this cohort of Clover members, we're focused on home-based supportive care models including palliative that enable our most complex members to receive the care they need at home rather than in a hospital. When measured against other eligible but not enrolled members, we see near-term meaningful cost reductions for members enrolled in the program and these cost reductions come primarily from lower institutional claims. That's why in 2023 we plan to increase the size of our in-home practice panel to approximately 4000 members and thereby increase our MA plan medical expenses under Home Care management to more than $150 million. With that, I'll now hand over to Scott for the financial update.

Thanks, Andrew. The Clover team’s hard work has resulted in increased momentum across the business. I'll first cover the fourth quarter and full year 2022 financial highlights and then review our outlook for 2023. As Andrew mentioned, fourth quarter and full year 2022 financial results were highlighted by significantly favorable Insurance MCR performance and strong insurance revenue growth. We also continued to moderate year-over-year adjusted SG&A growth compared to 2021. For the insurance segment, MCR improved to 92.4% this quarter from 102.8% in Q4 of last year. This result was driven by the continued maturation of our portfolio and insurance operations as well as reduced COVID related expenses. Our full year Insurance MCR demonstrated a meaningful improvement over a more extended time period with full year 2022 MCR of 91.8%, improving significantly from 106% in 2021. We believe that these improvements are a reflection of our focus on expanding Clover Assistant capabilities and reach, building best-in-class insurance operations and the added benefit from medical expense trends normalizing compared to 2021. As we've mentioned in the past, we did experience some favorability from prior periods as well. During the fourth quarter, insurance revenue grew 34% to $270 million. For the full year 2022, insurance revenue grew 36% to $1.085 billion. For both periods, member growth was the primary driver. Our Non-Insurance MCR during the fourth quarter was 103.6%, slightly elevated compared to Q4 of 2021 MCR of 103%. Full year 2022 Non-Insurance MCR of 103.4% was a better result compared to our MCR of 105.7% in 2021. Having said that, I'll reiterate Andrew's comment that our broader priority in 2023 is to deliver positive growth profit for this line of business. And we believe that our strategic shift towards a narrower base of providers positions us to do so. For the fourth quarter, Non-Insurance revenue grew 172% to $623 million. During the full year 2022, Non-Insurance revenue grew 256% to $2.38 billion. Year-over-year revenue growth was primarily driven by growth in aligned beneficiaries. Favorability in the program benchmark also contributed to stronger Q4 revenue, which was offset in our MCR results by higher total cost of care for aligned beneficiaries. Fourth quarter adjusted SG&A was $86 million and full year 2022 adjusted SG&A was $321 million. Moderating adjusted SG&A remains a focus for us as we push towards profitability. Adjusted EBITDA for the fourth quarter was negative $81 million compared to a loss of $87 million in the prior year period. Adjusted EBITDA for the year was approximately negative $298 million, which is an improvement compared to the loss of $344 million during the prior year. At the end of 2022, our restricted and unrestricted cash, cash equivalents, and investments totaled $555 million on a consolidated basis and $332 million at the parent entity and unregulated subsidiary level. These balances were impacted during Q4 by the normalization of the $96 million working capital benefit referenced on our last earnings call and the $50 million DCE provisional settlement for 2021. While we always consider opportunistic financing, given our current healthy liquidity profile, I'll reiterate what we've said in the past, which is that the company expects to have adequate liquidity for 2023. In addition to our strong liquidity position more broadly, we have a solid and unlevered balance sheet which should provide opportunities for future sources of liquidity if needed. Nonetheless, our objective is to accelerate down the path to profitability and achieve positive cash flows in order to avoid dilution to our shareholders. Finally, I'll provide an overview of our full year 2023 guidance. We expect to continue to grow top line revenue for the insurance line of business to between $1.15 billion to $1.2 billion with a heightened focus on profitability targeting an Insurance MCR of 89% to 91%. We expect the reduced scale of our participation in the ACO REACH program to result in improved Non-Insurance MCR of 98% to 100% and revenue of $0.75 billion to $0.8 billion. We estimate that adjusted SG&A will be between $315 million and $325 million. Full year adjusted EBITDA is expected to improve significantly to between negative $155 million and negative $205 million. In summary, we delivered strong insurance performance during both the fourth quarter and full year 2022, and are excited about the impact that our strategic emphasis on profitability for both lines of business will have on 2023 performance as we look to build upon the positive momentum from 2022. Now I'll turn the call over to Andrew for some final comments.

Thank you, Scott. To close, I want to emphasize the progress we're making with Clover Assistant powering our differentiated approach to Medicare. Clover's technology-centric model is all about helping physicians with the early diagnosis and early care management of chronic disease, an approach that we believe closely aligns with CMS's recent proposed adjustments to Medicare Advantage. With the 2024 advance notice, CMS has adjusted plan incentives to remove risk adjustment diagnoses that it believes do not predict future costs. Because of these MA rule changes, we expect to see many large established plans have to change the way that they operate and fundamentally rethink their approach to MA. On the other hand, at Clover we have always said that the focus of MA should be on allowing doctors to both improve outcomes and lower costs, and this is precisely why we developed Clover Assistant, which is designed to help physicians with the early identification and early management of those conditions that most impact the members' health and consequently the cost of care. Indeed, we're seeing that through this early identification of chronic disease, Clover Assistant can change the course of care. For example, our recent data shows that in a population with no documented history of diabetes, Clover Assistant was able to identify for the physician those Clover members at higher risk of the disease. Diabetes was often then evaluated, diagnosed, and medication prescribed. This is exciting to us because our data demonstrates that Clover Assistant can positively influence physician behavior, lead to earlier diagnosis interventions, and help with early disease treatment. You can find a visual representation of our data in the accompanying Q4 supplemental flight deck. I'm very excited to share more as the year progresses, but with that, let's take questions.

The floor is now open for your questions. First, we will take questions from Clover's research analysts. We'll take our first question from Richard Close with Canaccord Genuity.

Thank you and good morning. This is Will Hoover on for Richard. So you ended the year with roughly 89,000 MA members. In the past, you provided MA and Non-Insurance member guidance, but that wasn't included. How should we think about the membership growth for 2023 and is that baked into your revenue guidance? Thank you.

Yeah, thanks for the question Will. So you may recall that when we issued preliminary guidance in early January, we did make a comment relating to the membership on the insurance side of the business coming out of AEP. We indicated that it would be in line with our membership at the beginning of 2022. And so we don't have any update on that front. And then in terms of the aligned beneficiaries under the Non-Insurance side of the business, we're expecting that to be approximately 55,000 lives coming into 2023. Yes, both of those reference points are reflected in our guidance.

Thank you. Our next question comes from Jason Cassorla with Citigroup.

Hello, good morning. Thank you for taking my question. You have Ben Rossi on here for Jason. So thinking back on 2023 guidance, we're seeing that you have SG&A flat despite revenue coming down over 40% year-over-year. Would you walk us through some of the drivers behind that expense and how we should be thinking about cadence over the course of the year? And then are you forecasting some increases to SG&A as you expand your home health offering?

Sure. Thanks for the question. So first of all I'll remind you that the overall decrease in revenue that we're guiding to for 2023 relative to 2022 is really driven exclusively by the Non-Insurance side of the business. And as we mentioned on our last call, there isn't a significant proportion of our SG&A that is exclusively dedicated to that side of the business, and nor is it generally variable. That's why you're not seeing a decline in the overall SG&A level that we're guiding to. I think part of your question was just around how does it sequence out during the year? Generally, from an SG&A seasonality standpoint, we do usually see elevated SG&A in Q1 as a result of broker commissions that we incur coming out of the prior year’s AEP cycle. Then we usually have some amount of elevated SG&A in Q4 as well related to some of the marketing costs associated with the next AEP cycle.

Got it. Thank you. And as a quick follow-up, just seeing the DCE PMPM were stepping up quarter-over-quarter pretty high, just any commentary on the drivers behind that?

Yeah, I would characterize that as kind of a rising tide effect. On the revenue side we saw some favorable movement in the relevant benchmarks that drive PMPM revenue. But then similarly, we also saw increases in total cost of care on our claims experience for aligned beneficiaries. And so the two moving in tandem have the effect of increasing both revenue and MEDEX as there wasn't a significant change in the overall MCR performance for that line of business.

Thank you. Our next question comes from Kevin Fischbeck with Bank of America.

Great, thanks. I appreciate the comments about liquidity for this year. Is there some way to think about how the company’s cash burn looks relative to an EBITDA number, so if you're going to lose $150 million, what does that mean just as a kind of rule of thumb as far as how much cash we expect you to go through?

Generally, I would say that our cash burn largely approximates our EBITDA performance. This is the important caveat that the working capital cycle for the Non-Insurance line of business is kind of disconnected from the P&L by several quarters. So the performance of the Non-Insurance payment business in 2022, you'd expect to see the cash effect of that. We were expecting to see that in Q3 of 2023 when we expect to settle on the 2022 performance.

Okay, that makes sense. And then I guess maybe just going back to the comment about the MA rate and the coding dynamics, I understand you guys have a more integrated coding sophistication and that the physicians are actually doing the coding and intervening around the coding that they're documenting. But it still would feel to me like any change around how much CMS is paying for coding would still potentially at least have a disproportionate impact on you guys because you are good at documenting everything and you made it sound like if the industry was to see a 3% headway from this then maybe Clover would see less, am I interpreting that correctly or are you saying that even if it is a bigger impact you wouldn't change the way that you run your business?

Yeah. It is a great question there. A slightly different version than either the ones you just said, but a good query. I think what we're saying is we're certainly impacted because there's a lot of places where the rules have changed. However, we feel like overall, because we have Clover Assistant, we've always been focused on the diagnosis where there's also care management involved, which is the spirit of what CMS is doing. We feel pretty good about that. If you look at some of the impacts that are just coming out from other plans, maybe risk-bearing providers, we think they are significantly more impacted than what is in their CMS projection, significantly more and that's because there has been somewhat of a prevalence of we believe in coding for diagnoses that may not impact the cost of care just like CMS. So any provider or plan which is getting a disproportionate number of those diagnoses would likely be significantly more impacted than what's inside the CMS projections. I think that's what we were trying to say.

Okay, but do you think you're more or less impacted than the industry?

We think we're better than — we're going to be better than the industry. We obviously don't know what's in every other plan. But we do know sort of like when you look at plans who are heavily delegated downstream to some of these providers. If you're heavily dedicated to a provider downstream and we do very little delegation because we rely on Clover Assistant, a lot of those downstream delegated risk-bearing providers will be those likely who are doing more of that other kind of coding. So plans that are reliant on those kinds of services or those kinds of contracts will probably have to redo those contracts or will have some of those impacts flow upstream. So we do believe that we are less impacted, but we're not saying that we are not impacted. But because MA is a relative business, what that means is that as we all go out to bid, we are all looking at our future performance. We believe that that relative performance and advantage relative to other plans will likely bear out such that we can probably have a bit of an advantage going forward.

Thank you. At this time, we have no further questions in queue. I would like to turn the call back over to Andrew Toy for any additional or closing remarks.

Sure. Thanks. So, yeah, to close that I just want to reiterate that 2023 will certainly shape up to be a very pivotal year for our business. And we're absolutely focused on delivering shareholder value as our priority. So for that value, we'll deliver this by executing on our path to profitability. We've said that many times. We're going to continue widening our technology moat and we just discussed why that's so critical and helps us be resilient against changes that are coming into the industry, and of course by improving clinical outcomes for our members. So thank you everyone for joining us today. Look forward to updating you on our progression throughout the year.

This concludes today's Clover Health’s fourth quarter and full year 2022 earnings call and webcast. You may disconnect your line at this time and have a wonderful day.