Ladies and gentlemen, good afternoon, and welcome to the Clover Health Second Quarter 2024 Earnings Conference Call. All participants are currently 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, Mr. Schmidt.

Good afternoon, everyone. Joining me on our call today to discuss the company's second quarter 2024 results are Andrew Toy, Clover Health's Chief Executive Officer; and Peter Kuipers, 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 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 will now turn the call over to Andrew.

Thank you, Ryan, and thanks to everyone joining our call. Today we're very pleased to report another set of strong financial results as well as improved full-year guidance, driven by meaningful profitability from our core insurance plan operations. Underlying these strong results is our Assistant Care platform that enables physicians to identify and manage chronic disease earlier. We believe that this focus improves outcomes for our members, improves total cost of care, and therefore drives our overall financial momentum. Ultimately, that is our goal. At Clover, we developed AI and data-driven technology that is differentiated in managing the clinical outcomes and total cost of care for people with chronic diseases. We believe our financial results demonstrate that our model is working with physicians in our own MA plan. Next, we intend to bring our approach via our counterpart offering to physicians who serve other plans as well. On that note, let me begin with some high-level takeaways from our second quarter performance. First, we achieved meaningful profitability this quarter, highlighted by our increasing adjusted EBITDA as well as positive net income for the first time as a public company. We're very proud to have achieved this milestone. Given these results, we fully expect to deliver profitability this year on an adjusted EBITDA basis and are happy to update our full-year guidance to reflect this strong performance, which Peter will walk you through later in the call. Second, we've again delivered double-digit top-line revenue growth with further margin improvement in our core insurance offering. Our impressive Medicare Advantage performance is driving our ability to deliver consistent, meaningful adjusted EBITDA profitability this year. Third, our performance improves upon our already healthy balance sheet, allowing us to operate from a position of strength. We expect to be able to self-fund meaningful growth in the next phase of our business. Lastly, our strong first-half results continue to highlight our unique ability to operate a profitable Medicare Advantage plan almost entirely on a PPO chassis. Unlike other plans that rely on narrowing their networks within an HMO to funnel patients to specific doctors, our approach is fundamentally different and allows us to meet the needs of more of the total addressable market. Clover Assistant's proprietary and patented technology allowed us to work with any doctor, improving both their clinical outcomes and total cost of care. This capability is crucial for our PPO model. Our vision is to build physician enablement technology that brings great healthcare to all Medicare beneficiaries. This is precisely why our strategy is anchored on wide network PPOs. Put simply, most people want the freedom to choose their own doctors, not have their insurance plans pick their doctors for them. In contrast, the challenge for the broader industry is that traditional HMO cost management frameworks are not easily executed within PPOs, as there is less network control. Plans used to selecting doctors definitionally cannot rely on that selective network narrowing to drive value-based results in the PPO. This is why we expect other managed care organizations to continue to struggle to balance consumer preferences with managing cost pressures. For Clover, we aim to solve this problem by managing quality, not by network narrowing, but by equipping physicians with our proven AI-powered software platform to better manage total cost of care and improve clinical outcomes. We do this through a focus on identifying and managing chronic diseases as early as possible. Coupled with Clover Home Care's high-touch clinical capabilities, we believe that our differentiated care model creates a sustainable growth moat in our business and uniquely positions us for success despite broader industry challenges from regulatory changes and shifting consumer preferences. Most importantly, with CA, we are constantly learning from physician interactions and improving to drive better clinical results. Since this last quarter, we are very excited about our technological innovation, featuring several capabilities we've developed. This includes clinical enhancements around heart disease severity and progression to better help physicians identify and manage CHF. We are also streamlining clinician workflows around care gap closure to help them quickly and easily leverage the Assistant's access to robust data sources beyond what's available in their EHR. Finally, AI and LLM allow for quick prototyping and implementation of features like ambient scribing and document summarization that allow us to quickly iterate and deploy features focused on physician workflow and quality-of-life. With our continued investment in assistant platform development, we believe that we will continue our momentum in our overall MA business as we both focus on generating sustainable, meaningful profitability and returning to top-line membership growth. It's also important to note that we expect to drive meaningful adjusted EBITDA profitability this year from our insurance plan alone. We are making great progress in building out our counterpart offering, and any future financial impact will be additive, but is not yet considered in our guidance. That said, since launching this offering, we have continued to receive strong market interest for our platform with more potential partnerships in the works. We believe we have a robust pipeline and unique product-market fit in a broader MA market that has cited utilization issues and other headwinds over the past year. To this point, the strong MA results in our own plans are a key differentiated advantage that validates our pitch to third-party customers. My strong belief is that we kickstarted a unique and powerful virtuous cycle with our Clover insurance offering, leveraging our technology to drive quality. That, in turn, should drive better results on our internal book of business, which then serves as a validation to third-party customers for counterpart. Each piece is both complementary and interconnected and builds upon the other. We are continuing to build out this SaaS and tech-enabled services offering, and we plan to share more specific financial guidance and expectations at a later date. Before handing it to Peter for the financial update, I will touch on how we are thinking about MA plan growth. As a reminder, our focus during 2024 has been on retention and margin improvement in our returning member cohorts. We are executing against this, and our first-half results strongly position us to deliver upon these goals for the full year. For our 2025 growth strategy and bids, we are holding off on sharing specific details until more industry and competitor information is available. That said, CMS' recent recalculation of our PPO Star Rating up to 3.5 stars has resulted in an exciting shift in our go-forward approach, as we now have more flexibility to reinvest in plan benefit design to help drive growth. It is also important to note that we were the only plan in our primary markets to get a star rating increase from this recalculation. Our intent next year is to continue to grow top-line insurance revenues in excess of the market, while simultaneously improving our underlying cohort economics to drive increased long-term profitability. Ultimately, we'll have to see how the competitive positioning plays out, but we feel very good about our pricing and how we've positioned our business next year to build on our 2024 performance and momentum.

Thank you, Andrew. Before diving into our results, I would like to share a few quick notes on the company from my perspective, as I've settled into my role. Overall, I'm very pleased to join Clover at such an exciting time, and I'm continually impressed by the industry-leading AI-powered technology, talent, and general business momentum of the company. I believe that our business is steadily improving its profitability profile, and I am excited to be part of a company that has created a unique framework to improve the lives of people with chronic diseases while simultaneously building an attractive and scalable financial opportunity. I'm also excited by the opportunity to expand the use of our proven technology through our Counterpart Health SaaS and tech-enabled services offering. Turning back to our earnings conference. I will first cover the second quarter financial highlights and then review our improved guidance for full-year 2024. Clover's core fundamentals are strong. As Andrew mentioned, the second quarter was Clover's first positive GAAP net income from continuing operations quarter as a public company. Second quarter GAAP net income was a profit of $7 million, as compared to a GAAP net loss of $29 million in the second quarter of last year. Similarly, adjusted EBITDA improved to a profit of $36 million in the second quarter of this year, compared to $10 million in the second quarter of last year. Year-to-date, we have significantly improved our year-over-year profitability profile, driven by strong MA plan momentum and a continued focus on optimizing adjusted SG&A. As a result, we've incorporated this first-half capability into our full-year outlook to significantly improve our adjusted EBITDA profitability guide for full-year 2024. As a reminder, last quarter we shared that we would introduce a new operational metric to further improve transparency in our insurance performance and to better align with industry standards. This is the Insurance Benefits Expense Ratio or Insurance BER. We calculate the BER by defining the sum of total insurance medical claim expenses and quality improvement costs by insurance premiums. The BER does not affect our adjusted EBITDA calculation in any way, as this quality improvement costs shift within our SG&A. We believe that by also including expenses related to enhancing healthcare quality in the numerator of the calculation, we are more accurately reflecting our investments in healthcare quality and member engagement. This ratio better captures the true cost of maintaining and enhancing the quality of care for our members and provides better comparability into our performance versus industry peers. During the second quarter, insurance BER improved to 76.1% in 2024 as compared to 82.1% in the second quarter of 2023. MCR also improved to 71.3% in the second quarter from 77.2% in the second quarter of last year. Our strong margin performance was coupled with continued year-over-year top-line organic insurance revenue growth of 11% in the second quarter to $350 million at 10% growth year-to-date to $692 million driven by strong member retention, cohort unit economics, and a return to intra-year growth outside of AEP. On a year-to-date basis, BER was 79.6% and MCR of 74.5%, both of which represent strong improvements of over 700 basis points year-over-year. During both periods this year, we benefited from the continued maturation of our core MA plan operations and the focus on returning member retention with strong unit economics that Andrew touched on earlier. We've also experienced prior period development on both revenue metrics in Q2 as well as on a year-to-date basis, which has depressed the year-to-date BER to lower levels. That said, we expect the BER to be between 81% and 83% for full-year 2024, and to land in the mid-80s percentage on a full-year incurred basis after normalizing for the aforementioned prior period development. Of note, the results are still defined by elevated IBNR levels. As mentioned during our last call, this was and is due to the changed healthcare disruption and a transition to our new MA plan ecosystem at the start of 2024. We continue to expect normalization of our IBNR levels by year-end. On the SG&A front, during the second quarter, total SG&A spending was down 4% year-over-year, while adjusted SG&A of $72 million was modestly higher than the comparable period. On a year-to-date basis, total SG&A was down 12% and adjusted SG&A of $147 million was down 3% compared to the same period in 2023. Our year-to-date 2024 results continue to include a temporary accounting reserve of approximately $2.5 million related to the increase in claims inventory estimates, we flagged during the first quarter as a result of the changed healthcare disruption and our internal MA plan operational transition. As our processing feasibility continues to normalize throughout the year, we expect this accounting reserve to ease. Furthermore, both periods continue to see a favorable impact year-over-year from the cost-saving initiatives associated with our new operational ecosystem and our workforce rationalization announced last year, partially offset by increased growth costs driven by strong OEP and SEP growth. Looking ahead, we remain on track to achieve meaningful full-year adjusted SG&A savings versus last year. That said, any light of our strong adjusted EBITDA profitability performance in the first half of the year and the growth opportunity we now have, we expect to strategically reinvest into our business during the second half of the year to build a foundation for long-term sustainable growth. As such, we anticipate coming in at the high end of our adjusted SG&A outlook for the full year, and we believe that any near-term investment in the long-term trajectory of the business will prove to drive strong returns in the future. Turning to the balance sheet. We ended the second quarter of 2024 with total restricted and unrestricted cash, cash equivalents, and investments totaling $483 million on a consolidated basis, with $201 million at the parent entity and unregulated subsidiary level. Cash flow from operations, excluding discontinued operations for the second quarter was $46 million, and I am proud that this has improved the company's already strong balance sheet. We continue to expect that our cash flow from operating activities during the full year 2024, excluding the impact from discontinued operations, will be positive. Taking this into account, we continue to expect our year-end 2024 unregulated liquidity to be between $145 million and $165 million. Lastly, and as Andrew mentioned earlier, we have strong conviction that this allows us to operate from a position of strength, and we expect to continue to be able to self-fund growth in the next phase of our business. Additionally, we remain committed to the share repurchase program initiated in connection with our first-quarter earnings. As a reminder, our Board of Directors authorized the company to buy back up to $20 million of the company's Class A common stock over the next two years. Starting in May this year, we began returning capital to our shareholders, repurchasing approximately $2 million of stock during the quarter. We expect to continue to be nimble and prudently manage our capital allocation strategy to maximize value for our shareholders. Finally, I’ll provide an update to our improved full-year 2024 guidance in light of our continued strong business momentum and fundamentals through the first half of the year. We are increasing our revenue guidance for the insurance line of business to now be between $1.350 billion and $1.375 billion. We are also introducing full-year guidance for insurance BER to be within a range of 81% to 83%. As I mentioned earlier, we expect this operational metric to be in the mid-80% range on an incurred basis. We are improving our insurance MCR to be within a range of 77% to 79%. We are maintaining our adjusted SG&A outlook to be between $270 million and $280 million. We are increasing our full-year 2024 adjusted EBITDA guidance to be between $50 million and $65 million. As Andrew touched upon, our profitability to date is driven by a strong insurance plan performance. We've proven this year that we can deliver significant returns with just a 3.5-star rating, with the opportunity for even better potential results, if and when we achieve higher star ratings. Going beyond our MA plans, I'm particularly excited about what Counterpart can add to our performance in the future, as we grow our external solution offerings. Counterpart Health continues to garner strong market reception with this robust pipeline. We expect this to only strengthen our ability to execute and improve the company's already strong momentum. In summary, our goal at Clover is to maintain the momentum that we have developed in the last couple of years and continue to improve our business performance. I believe this is exactly what we've done during the first half of the year, positioning us well to achieve our adjusted EBITDA profitability goals in 2024 and improve our underlying core economics in 2025 to increase our long-term profitability capacity.

Thanks, Peter. In conclusion, I'm very pleased with our performance during the first half of the year, and I would like to thank the entire Clover team for their continued efforts in delivering such strong financial results. Before we head to Q&A, let me reiterate the key takeaways of the quarter from my perspective. One, we delivered positive net income for the first time as a public company and improved our full-year 2024 adjusted EBITDA outlook. Two, business fundamentals are strong with double-digit top-line revenue growth and industry-leading loss ratios. Three, we improved our already healthy balance sheet and believe that we have the ability to self-fund future membership growth; four, we're well positioned for long-term growth in Medicare Advantage via our PPO-centric approach. And five, our strong performance in our own MA plan is driving interest in our Counterpart third-party offerings. Today's results demonstrate that we're able to perform well where others don't. We thrive in fragmented markets, and we don't rely on anchor health systems or value-based contracts. For most MA plans, these are challenging dynamics, but our technology-centric approach allows us to profitably sustain a benefit-rich wide network PPO plan. We are generating meaningful adjusted EBITDA profitability at a 3.5-star rating, positioning us well for even better results if and when we achieve higher ratings. And unlike almost every other MA plan, we see ourselves accountable for the total cost of care for our entire book of business as opposed to others who heavily rely on risk delegation and capitation. Our strong insurance fundamentals, coupled with our Counterpart offerings, create an exciting time to be a part of the Clover Health journey. Once again, thank you to everyone, and I very much look forward to providing more updates later in the year, as we continue to execute against our goals. With that, let's go to questions.

Thank you, Mr. Toy. Ladies and gentlemen, we will now be taking questions from Clover’s Research Analyst. We'll go first this afternoon to Richard Close of Canaccord Genuity.

Yes. Thanks for the questions. Congratulations on the execution. Peter, I was wondering if you could comment a little bit just from a modeling perspective, as we think about it. Salary and benefits look like it decreased about $3 million sequentially. And I was just curious if there's anything specific there that drove that? And how we should think about that, I guess, in the second half? I'll leave it there.

Hi Richard, glad to be here. Thanks for the question. So overall, I would say SG&A, of course, we continue to optimize as we scale as well. If you kind of look at the quarterization for your own model purposes, of course, there's some seasonality in the fourth quarter as we make investments, both in quality and otherwise.

But nothing specific to the second quarter, why that went down so much sequentially?

It is continued optimization.

Okay. Andrew, maybe as my follow-up question on the Home Care business, there have been several articles out in the journal about home visits and questioning the validity of that. I was curious if you could just walk us through the Home Care business for Clover, what you are doing there and maybe how it's different than the home visits that are referenced in the journal articles.

Yes. Thanks, Richard. And just on your previous question, I just want to note that, as Peter says, there is nothing new that we're doing. But for year-over-year comparisons on SG&A, we have spoken for several quarters. Prior to Peter joining as well, I talked about how we were transitioning to a new operating infrastructure with our partnerships and how we are moving some operations to some partners. And I think that you're seeing some of that effect flow through just as we discussed about a year ago at this point. So, nothing new, but I just want to remind everybody that that's us executing upon our plans that we discussed starting from the middle of last year. Regarding the Home Care and how we do things differently, I think there are a couple of different dimensions here that I want to emphasize. Number one, we are very focused on looking after the sickest and most complicated members within the home. We believe that the home setting is the best place for that. That's why we have in our Home Care system, we do have nurse practitioners, but we also have MDs, we have DOs, and we are actually taking over primary care for a lot of the folks in our Home Care practice. So we see the sickest as being looked at there from a primary care perspective, and that is our focus, and that's what I discuss a lot. We also do some nursing visits, but a lot of the time those nurses are looking at chronic diseases, making sure that they are being managed properly and then most importantly, referring into that primary care system. So if we think that someone is getting sicker and they need more close attention, we take over that primary care relationship. I think that's a very different Home Care strategy than what you see others basically focusing on. Another dimension that we should talk about here is that our technology, Clover Assistant and the Assistant platform, brings together the care team between primary care, nursing visits, and makes sure that data is moving back and forth between these various areas. So when you get a visit from a member of our Home Care care team, our members are being looked after in their home, but that information and data we also share with any user of CA, and that's available within the interoperability ecosystem in a longitudinal way using Clover Assistant. I think both those things are very key aspects that differentiate our program from others. As a final note, we are very proud that our Home Care program has an extremely high Net Promoter Score, and that is something we monitor very closely in terms of whether people would recommend the program to others.

That’s very helpful. Thank you.

Thank you, Richard.

Thank you. We go next now to Jason Cassorla at Citi.

Great. Thanks. Good afternoon. Peter, can you give us a sense of what the MRA true-up adjustment was in the quarter? And I wanted to double-check on the normalized BER for 2024. It sounds like that would be in the mid-80s range, excluding this favorable reserve development. Is that the right baseline we should be thinking about to jump off next year? Then in guidance kind of would suggest a bit of a steep step-up in cost trends in the back half of '24. Just is there anything kind of outside of normal seasonality or your conservative posturing that you are seeing, and maybe what you're seeing just maybe just broadly cost trend-wise for July would be helpful. Thanks.

Thank you for the question. I think there's about five in there, so we'll try to address all of them. As far as BER, as mentioned in the prepared remarks, we expect on an incurred basis to be around the mid-80s percentage. As far as developments in the month of July, we do see more processing of IBNR and paid claims. The volume is picking up nicely in the month of July. As far as I think as far as the adjustment this year, I don't think we have previously disclosed that, and I don't think we will on this call either.

Okay. So just to be clear for the other one. Just the mid-80s incurred is the right jump-off? Are there other nuances?

Yes. We haven't given specific guidance yet for fiscal payment year 2025, if you will, but for 2024, we expect BER on a current basis to be in the mid-80s percentage. If you pass it on as a total year, yes, of course, it is a jump-off point into '25, but I think we want to be clear that we haven't necessarily commented on 2025 yet.

Sure. Of course. Okay. Got it. And then maybe just as my follow-up. I want to make sure I heard this right too. It sounds like you are looking to perhaps spend away incremental upside on MCR for business reinvestment purposes. I just want to make sure, did I hear that correctly? And then maybe in that context, can you walk us through the unregulated cash bridge for '24? It sounds like you're still keeping that $145 million to $165 million expectation for year-end. Obviously, you had a better EBITDA result kind of year-to-date than expected. I was just hoping you could bridge the cash for us as well. Thanks.

Yes. Thank you for those two questions. So maybe start with the cash first, right? So as for the prepared remarks, we have $201 million of unregulated cash, and as you walk that forward to the end of the year, we have an ACO REACH repayment, if you will, of the deposit of around $39 million, as I can estimate around $160 million of unregulated cash. So being a little bit conservative on the second half in the outlook, if you will, but we feel good overall. That gets you to that range, if you will. As far as investments in the business for long-term profitability and growth, so we're increasing over time, of course, the capacity and capability of the model to produce increase in profitability. You should think about quality investments as well system investments, and of course, also sales investments over time. But I will say shy of discussing specifically our sales strategies as we go to market later this year.

We'll go next now to Whit Mayo at Leerink Partners.

Hi, thanks. Good afternoon. I know you don't want to disclose the MRA payment, but I just wanted to maybe understand what's driving it. It seems like you confirmed that you did have an MRA payment, which happens in the second quarter. Was there a higher than average favorability in that payment this year?

Yes. I don't think we disclose that necessarily.

Okay. Maybe just second question. There has been a lot of industry chatter on the two midnight rule, and just curious if you're seeing any noticeable movement there that you can detect this.

Yes. We've been following the two midnight rule like we've been following the rule, obviously, for a little while. We've always been following the CMS guidance on this. I think we've been a little less perturbed by this than others. And so things are basically proceeding as we foresee no real net impact for us.

Okay, thanks guys.

I have a quick point to add. As we review everything and present the various figures, I want to mention that we previously used the MCR and some of you have inquired about the BER number. My point is that we are sharing the incurred number, which is in the mid-80s, and this incurred number does not include any TPD. Therefore, it will differ slightly from the guidance number.

Andrew, can I follow up on one other thing?

Sure.

I'm not completely clear on what you mean by more claims processing in July. Is it a positive or negative development? Could you explain your point in more detail?

Yes, I can answer that one. So as you saw in the prepared remarks for this quarter, but also last quarter, both because of the changed health care incident, if you will, plus then our switchover to a new provider, a new partner, we have elevated IBNR levels in the unpaid claims. So that comment regarding July is really that we see good progress in the processing volume of those unpaid claims. We expect that balance to further reduce through this quarter.

Okay. So that wasn't a comment on utilization. It was a comment on working through the backlog.

Yes.

Thank you. All right, everyone. I appreciate all the questions. To emphasize, we believe we are the only technology-driven managed care company in the market that aims to achieve improved clinical outcomes, reduced care costs, and increased physician choice. We see this as the future of Medicare Advantage, and we are excited to continue to lead in this area through Clover's unique advantages and technology-driven care platform. Thank you all once more for participating in our call today, and I look forward to discussing more about our accomplishments in the second half of the year. Thanks, everyone. Thank you, Mr. Toy. This concludes today's Clover Health second quarter 2024 earnings call and webcast. You may disconnect your line at this time, and have a wonderful day. Goodbye.