Ladies and gentlemen, good afternoon and welcome to the Clover Health Fourth Quarter and Full Year 2023 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, sir.

Good afternoon, everyone. Joining me on our call today to discuss the company's fourth quarter and full year 2023 results are Andrew Toy, Clover Health's Chief Executive Officer and Terry Ronan, the company's Interim 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 that 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 most recent annual report on Form 10-K and other SEC filings. 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'll now turn the call over to Andrew.

Thank you, Ryan. I'm very excited to be putting the finishing touches on a very strong year of execution for Clover. We've delivered a step change improvement in our financial performance in the same year that the greater Medicare Advantage ecosystem took a step back, which I feel proves out the power of our technology-centric model. We are aiming to deliver a profitable adjusted EBITDA year in 2024 while continuing to invest heavily in our core technology asset, Clover Assistant. We will then be in a position to return to growth during a period where we anticipate our competitors will be retreating, and we'll aim to continually build on the strategic lead we have developed. With that, let's now walk through our 2023 performance. Beginning with our Insurance results, we delivered an MCR of 82.4% in the fourth quarter of 2023, bringing our full year MCR performance to 81.2%. This outcome maintained Clover's trend of significant year-over-year MCR improvement since 2021. I want to emphasize that I'm not referring to a couple of percentage points of improvements. In two years, we've successfully reduced our Insurance MCR by approximately 25 percentage points. In 2021, our Insurance MCR was 106% followed by 91.8% in 2022 and then most recently, 81.2% in 2023. The significant improvement in MCR since 2022 alone has driven a 181% improvement in our per member per month Insurance gross profit, which has increased from an $87 PMPM profit in 2022 to a $245 PMPM profit in 2023. Most importantly, this step change improvement in our Insurance results have translated to a full year 2023 adjusted EBITDA loss of $45 million, which is another significant improvement from 2022's loss of $290 million. I believe that this large improvement in gross profit and adjusted EBITDA demonstrates the rapid and outstanding progress we've made to our core business and is the result of clear focus by the Clover team. Over the past two years, we have focused on maturing operations, including improving processes to increase the accuracy of claims payment and the accuracy of risk adjustment. We have also focused on significantly increasing value delivered through our care management platform, underpinned by Clover Assistant and Clover Home Care, which helps us deliver proactive care management at scale and bend the cost curve for our sickest members. What's most important in my mind is that these impressive insurance results were generated within the context of a benefit-rich, wide network, PPO-first approach. We believe that this is the future of Medicare Advantage. Many in the industry have spent decades constructing their operations to manage utilization and financial performance within a narrow network HMO context. While this strategy was historically successful, we now see that the landscape is shifting rapidly. In fact, PPOs are growing at over two times the rate of these tightly controlled HMOs over the past five years. This is a clear reflection of consumer preference for choice. As industry-wide PPO penetration continues to expand from its current 43% and closer to the Clover PPO rate of 95%, we expect and already see that our peers will be confronted with increasing difficulty in managing their PPOs, especially since HMO and PPO frameworks are not easily interchangeable. On the other hand, we have built Clover to thrive in what we expect to be the future of the Medicare Advantage program. The investments we've made to build our care management platform and to empower more physicians with Clover Assistant technology have uniquely positioned us to deliver strong clinical and financial results within a PPO as our 2023 results show. Ultimately, we believe that we are the only Medicare Advantage plan with a wide network care management model that's centered on technology-empowered physicians, and this will lead to a sustainable growth advantage over our competitors. Another industry dynamic that I'd like to discuss is the high variance in Medicare Advantage utilization trends that have recently been in the public spotlight. Going back to the first quarter of 2023, we did experience elevated trends year-over-year that continued to persist through year-end. That said, this was not unexpected in terms of our modeling for the year, particularly given year-over-year changes in member mix. To be clear, we did not see anything that we were not prepared for in terms of utilization trends during Q4. And I believe that our care management platform provides us with a unique ability to navigate any underlying shifts in industry trends. That all said, we do, of course, recognize that trend variances across Medicare Advantage were much wider than usual in Q4 and in other plans' 2024 outlook. As such, we have layered in additional buffer in our reserving and 2024 forecasting. For the full year 2024, we will be using a similar approach to guidance as we did last year, where we will aim to solidly improve upon our outlook throughout the year. We therefore are guiding to the following: revenue for the Insurance line of business to be between $1.25 billion and $1.3 billion; Insurance MCR to be within a range of 79% to 83%; adjusted SG&A to be between $270 million and $280 million; lastly, we expect these favorable improvements to result in a full year 2024 adjusted EBITDA range of negative $20 million to positive $20 million, representing an improvement of approximately $45 million year-over-year at the break-even midpoint and a $55 million improvement at the top end of our range. We believe that we are well positioned to deliver upon our initial outlook even as we have priced in headwinds that may be coming from broader industry utilization trends into this guidance. Put another way, if those trends do not develop, I believe we are well placed to achieve the high end of our range. Putting industry trends aside, we have significant momentum from the continued focused efforts that we have been executing on in the last two years, which will help us deliver profitable adjusted EBITDA in 2024. This momentum includes continued R&D into Clover Assistant throughout 2023, where we expect to see impact in 2024. We also had strong Clover Home Care coverage in 2023, which we expect to benefit our MedEx control throughout 2024. On the SG&A front, we are currently executing upon our previously discussed transformation to refine and replatform Insurance operations, where we disclosed last year that we would expect material savings to be enjoyed in 2024. Lastly, our 2024 AEP strategy once again focused on margin, core market retention, and revenue top line. Given this, we feel good about our member levels and mix as well as our ability to achieve our 2024 profitability goals. Overall, our 2023 results represent another important milestone on our path to profitability. We believe that we are well positioned to achieve the goals we've laid out for 2024 without the need for additional capital. As our business continues to mature, we strongly believe that the moat afforded by Clover Assistant and Clover Home Care, coupled with our focus and investments to improve our Stars performance, will allow us to expand our positioning from steady profitability to highly profitable growth.

Thanks, Andrew. Clover Health delivered an adjusted EBITDA loss of $19 million during Q4 and a loss of $45 million for the full year, both a significant improvement over the prior period losses of $80 million and $290 million in 2022, respectively. As a reminder, at this time last year, we provided initial 2023 full year adjusted EBITDA guidance of negative $180 million at the midpoint. We came in favorable to this initial guidance by $135 million and are obviously pleased with this result as well as the momentum this brings into 2024. For the Insurance segment, MCR improved to 82.4% in Q4 from 92.4% in Q4 of last year. For the full year, Insurance MCR improved by more than 10 percentage points from 91.8% in 2022 to 81.2% in 2023. Our strong MCR was paired with continued revenue growth of 12% and 14% to $303 million and $1.2 billion for Q4 and the full year 2023, respectively. We continue to realize favorable impacts from various operating initiatives during the year, and we believe our full year MCR is a good representation of the underlying performance of the business. Our non-Insurance MCR during the fourth quarter was 100.2% as compared to Q4 2022 MCR of 103.6%. Full year 2023 non-Insurance MCR of 99.8% was a better result compared to our MCR of 103.4% in 2022. Our Q4 and full year 2023 non-Insurance segment revenue each declined 68% versus the prior year periods, respectively, to $198 million in Q4 and $773 million for the full year. As a reminder, the company exited the ACO REACH program at the end of the 2023 performance year to focus more effort and resources on its core Medicare Advantage offerings. Fourth quarter adjusted SG&A was $81 million, down 4% year-over-year. On a full year basis, the company reduced adjusted SG&A from $312 million in 2022 to $302 million in 2023, representing cost savings of 3% since last year. In January, we successfully transitioned over to our new MA plan operational ecosystem, which we expect will provide us with stable back-office functions and the opportunity for greater economies of scale. Beginning in 2024, this transition creates both financial cost savings for Clover beyond our 2023 performance and also allows the team to focus more specifically on what we believe to be our competitive advantages. Turning to the balance sheet. We finished 2023 with restricted and unrestricted cash, cash equivalents, and investments totaling $417 million on a consolidated basis with $137 million at the parent entity and unregulated subsidiary level. This result is in line with our expectations for year-end cash and as a result of various impacts that the company has discussed in the past. Last quarter, we received both the September and October MA payments from CMS during August and September, which happened to every MA payer, temporarily elevating our Q3 cash by $103 million of the regulated entity and consolidated level. As expected, this working capital effect normalized in Q4. In addition, consolidated and unregulated balances were also impacted by the expected Q4 $147 million cash payment to CMS for the final settlement of the 2022 performance year related to our ACO REACH participation. Overall, we believe that our current liquidity position is strong without the need for any additional capital this year. Having said that, like any company, we do continue to consider opportunistic financings to increase liquidity. You can expect us to continue to prudently manage our strong liquidity position as we work to achieve 2024 profitability on an adjusted EBITDA basis. In summary, Clover delivered impressive progress on its path to profitability this year, a significant year-over-year improvement in its key operating metrics.

Thanks, Terry. I hope that our comments today further portray our confidence to deliver upon our 2024 targets. Before opening it up for Q&A, I'd like to close with my thoughts on the state of our unique care management platform, which consists of differentiated AI-powered technology with Clover Assistant and asset-light wraparound care services with Clover Home Care. We see these as entirely synergistic capabilities. We aim to care for all of our membership with CA-powered physicians in our wide network. If these members need extra support and care coordination, any Clover member can have a no-cost CA-powered visit from Clover Home Care in the comfort of their own home. For the most vulnerable and therefore highest utilizing members, Clover Home Care deploys a fully accountable primary and palliative care program called In-Home Care. These programs are achieving meaningful scale and results. Going a little deeper on the technology platform side. You may have heard me say before that we are not building insurtech; that is, we're not building software to improve the administrative functions of insurance. Rather, we are building software to improve clinical care. We've shared in the past that returning members who see a Clover Assistant provider have far lower MCRs than those who see a non-Clover Assistant provider. Over the last few years, we've continually made investments into the CA platform. Every day, we continue to expand upon our vastly differentiated data retrieval capabilities using our superior AI-native platform to process that data rapidly and leveraging our CA network to deploy those insights to physicians to maintain the closed loop. We expect these meaningful advancements in Clover Assistant's capabilities to continually improve the impact that our technology has on our business performance, and more importantly, continually improve the care that our members receive. Switching to Clover Home Care. In 2023, approximately 5% of our members were enrolled in our In-Home Care primary care practice, where we manage our highest risk and highest need members. This high touch program was able to produce approximately $500 in net PMPM medical expense savings driven by lower spend at the end of life and reduced inpatient admissions. Beyond primary care, Clover Home Care also provides services to approximately 23% of our population via a portfolio of programs that are also primarily home-based and Clover Assistant-driven. These programs focus on advanced illness, preventative wellness, readmission reduction, and behavioral health. As an example of the efficacy of these programs, where we examine our data, we see a reduction of inpatient readmissions of approximately 25% in our readmission prevention program. Bringing this all together, we aim to have as much of our population as possible have access to Clover Assistant-powered care. Between our network primary care providers, our employed primary care providers, and our broader Clover Home Care efforts, our software platform was engaged in caring for over two-thirds of our population in 2023. As you see, the foundation of Clover Assistant and Clover Home Care uniquely positions us to manage care in a PPO context. We're delighted by the continued progress of Clover Assistant and Clover Home Care and their increasing impact on our results. Our expectation is that both of these assets will continue to pay dividends and see ROI expansion over the coming years. In summary, we are obviously proud of our results and the momentum we have built in 2023. Within our PPO-first framework, Clover operates with both member choice and access to care as the key pillars of our offering. Our tech-enabled platform allows our Insurance segment to offer both amazing benefits and access as well as proactive care delivery to those who need it the most, all while delivering strong financial results. The fact that our entire clinical management model is driven by technology is something that we believe to be a significant moat for us and something that we think bodes well for the business as we move into an AI-accelerated world. With that, let's move on to Q&A.

We will now be taking questions from Clover Research Analysts. Our first question comes from Jason Cassorla with Citi.

Great. Thanks. Good afternoon and congrats on the quarter. Just as it relates to the $1.25 billion to $1.3 billion of 2024 revenue guidance. Can you give us a sense on what expectations are between MA enrollment declines and perhaps the offsetting PMPM growth that's embedded in that, call it, 3% top line growth at the midpoint? Thanks.

Yeah. Hey, Jason. So the way that we're looking at this, as we said in the remarks, is that we have been pricing the plan and the product very appropriately. And so we expect to see PMPM improvements mainly due to the effect of member mix and returning member mix. So while we are managing the plan to a little bit flat, a little bit down, growth is not our main focus right now. We do expect to see significant continued improvement through plan operations and through member mix, where we would see that PMPM revenue increase. And therefore, that one would drive that revenue number.

Okay. So predominantly driving to the PMPM growth. Got it. Okay. And then just my quick follow-up here is cash generation. Just as we think about the $137 million of accumulated cash at the end of the year, should we think about break-even EBITDA expectation as a proxy for cash flow from operations in '24? And then can you give us a sense on what the potential cash outflow would look like from any settlement true-up with CMS given your full ACO REACH business exit, just including the incremental working capital unwind that may happen because you completely exited the business at this point? Thanks.

Yes, there were quite a few questions there, all of which are great. Firstly, when we examine the unregulated figure, it's important to highlight that much of our profitability currently means that cash is held within the regulated entity. We have operational methods that facilitate cash movement between the two entities, which helps to somewhat offset any outflows from the unregulated side. Therefore, we are optimistic about our cash position in the unregulated sector. Concerning ACO, we have indeed been decreasing our exposure. As many are aware, we exited last year and have continued to lower our involvement this year, which is our final year in the program. We've incorporated all of this into our cash flow modeling and feel confident about our unregulated cash. We believe we are in a solid position regarding overall liquidity. As management, our current objective is to achieve adjusted EBITDA profitability this year without needing any additional capital for the unregulated NSE.

Great. Thanks. And maybe if I could just follow up one last question. I guess, first, can you give us a sense on how you approach '25 bids? And then just a follow-on to that and understanding that you recognize MLR improvements over time when a member is attributed to the Clover Assistant, right? I guess, given the higher pricing you've established in your plans over the past couple of years, the 20% revenue PMPM growth in '23, the likely growth in '24, can you just give us a sense on how to think about what the profitability of a new member to Clover looks like today, especially when you do decide to flip to more membership growth aspirations? Thanks.

Yeah. So that's a great follow-on question, Jason. I can't do it full justice here, but the way that we think about it in a couple of different ways. On that last part, we do look carefully at our LTV-CAC equation here, and there are a couple of different dimensions. Given that we do expect, publicly stated by other plans that they will be pulling back and repricing their products, we really do think that there’s an opportunity for us to leverage the fact that our technology-driven approach manages our membership much better than others, we believe. And what that means is that we don’t necessarily have to improve or increase the richness of our plans as others pull back and we will enjoy a decrease in the overall customer acquisition cost. The other dimension is – and we will be sharing more information later on about the effect of Clover Assistant on that LTV-CAC equation. But I think it’s a very interesting lever that we get that because we drive care through CA by pulling up those CA visits and getting people CA visits earlier, we’re able to also drive new – close that LTV-CAC equation and get the profitability on our members sooner rather than later. We haven’t shared that break-even point yet, but it’s something that we might share in the future.

Our next question comes from Richard Close with Canaccord Genuity.

Yeah. Thanks. Congratulations on the success in '23. Andrew, maybe talk a little bit more about the higher utilization that you baked into 2024. Any more specifics that you can provide and just how to think about the low end and the high end of the range would be helpful, adjusted EBITDA?

We feel very confident about the momentum and the improvements in the business. As I mentioned earlier, we have noted the variability that others have experienced, but we are not seeing any unexpected utilization. We do have higher utilization, which we anticipated for 2023. In the fourth quarter, there were no surprises. Looking ahead to our guidance for 2024, we believe we could aim for the higher end of the previously provided range, which is negative 20 to 20. However, we decided to widen that range since there may be unforeseen impacts from the environment that others are encountering but haven't affected us yet. While we are not currently experiencing those impacts, we are being cautious with our guidance. As the year progresses and we gather more data from the first and second quarters, we plan to refine this range and provide more accurate guidance. Ultimately, we hope to have priced everything correctly and aim to be at the higher end of the range.

Okay. That's helpful. And just how are you thinking about Star ratings and improving that going forward?

Yeah. Absolutely. So one thing that I will say is that we are focused on our Star rating and making sure that we are able to clearly land and execute against a 3.5 Star rating and then have a pathway to 4. A couple of different things that we are able to say about our performance there. Number one is that with the two key methodology being applied last year, one thing that did come into play is these new guardrails around Star ratings. What that does is while the baseline for Stars did shift significantly last year, there is also significantly more predictability now in where cut points will land. And I think that is advantageous to not just us but all plans in terms of having higher predictability. And that's something we're pricing into all of our Star rating methodologies so that we know that we can manage against that 3.5 Stars and then proceed nicely towards that far 4 Star level. Second of all, I do think that when we look at Star ratings, it's much harder to predict your Star rating when you're growing significantly. And both in '23 and '24, we have a more stable membership. And because of that more stable membership, we're able to anticipate things like Star rating performance. These things that our net inherence denominators are more stable. And we are also able to estimate utilization and revenue more accurately because we have a more stable membership base and we have a higher returning membership. So between those two things, we do believe we have very good line of sight into where we think things will land.

Okay. If I could slip another one in. Just you said return to growth, and I'm curious, timing of that? What exactly are you, I guess, insinuating with that comment?

We have been concentrating on achieving adjusted EBITDA profitability without requiring additional capital, and that continues to be our focus. We're close to reaching that goal, and I'm optimistic about it. Consequently, we haven't prioritized membership growth during this time, which I believe is the right strategy. I feel this decision has been beneficial since those who accepted significant PPO risks without proper management capabilities have faced challenges in performance management, particularly without tools like Clover Assistant. Over the past few years, we've been focused on several areas: evolving as a public company, enhancing our operations, and recalibrating our PMPM servicing administrative costs. As we complete these initiatives, I believe we'll successfully reach adjusted EBITDA profitability and reflect on how we've evolved our platform and operations. At that point, we can consider how to resume membership growth while maintaining the improvements we've made recently.

We do have a follow-up from Jason Cassorla with Citi.

Great. Thanks. I just had a couple of numbers items I want to follow up on. First, can you remind us of what the SG&A cost load was for the ACO REACH business for 2023 as we think about modeling? And then second, just if there's any prior period development inside of the 2023 MLR, that 81.2%, just so we can think about the right jump-off point for '24? Thanks.

Yeah. So I think there’s a couple of different things. One is that you can see here in our full year results for – we effectively loaded our results for 2023 and maybe adjustments around SG&A there in terms of adjusted EBITDA. So you can look at our SG&A run rate and our optimizations going forward and our guide really saying that we’re reducing those operations largely to 0 in 2024. So hopefully, that gives you an idea of what that targeting looks like. Of course, there are one-time costs related to exiting that program, but those would have been adjusted out from the adjusted EBITDA. The other thing on the PPE dimension is that we generally do feel like our full year MCR is a good proxy for our complete performance. Quarter-to-quarter, there are some things that flow in and out, and that’s expected due to IBNR and time calculations. So normally, what we say is if you look at our full year projections and our full year results, those give you a good idea of what our true performance is like because those PPD effects tend to net out across the full year basis.

We generally believe that our full year MCR is a good indicator of our overall performance. While there may be fluctuations from quarter to quarter due to IBNR and time calculations, examining our full year projections and results provides a reliable understanding of our true performance, as those PPD effects usually balance out over the entire year.

All right. So if we have no more questions, thank you, everybody, for asking those questions. So heading into 2024, I hope that everybody gets a sense for the increasing confidence that we have in achieving our profitability on an adjusted EBITDA basis in 2024 as well as the durability of that progress, setting us up for success in future years. We've delivered favorable results each and every quarter this year driven by the strong unit economics of our core MA business on that PPO chassis and our differentiated care management platform that we continue to significantly invest in. So between these two things, this gives us great confidence in the trajectory of our business and our ability to succeed in the long term. We expect to continue to build upon this momentum in 2024, and I look forward to updating you all on even more progress in the future. So thank you all. Thank you.

This concludes today's Clover Health fourth quarter and full year 2023 earnings call and webcast. You may disconnect your lines at this time. Have a wonderful day.