UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2024
CLOVER HEALTH INVESTMENTS, CORP.
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||||||
of Incorporation) | Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s Telephone Number, Including Area Code: (201 ) 432-2133
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Trading | ||||||||||||||
Title of each class | Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On December 18, 2023, Clover Health Investments, Corp. (the “Company”) issued a press release announcing that its Chief Executive Officer, Andrew Toy, will present at the 42nd Annual J.P. Morgan Healthcare Conference on Thursday, January 11, 2024, at 12:00 p.m. Eastern Time. A live webcast of the presentation will be accessible through the investor relations section of the Company’s website. The slide presentation to be used during the presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.
On January 10, 2024, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information set forth in this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) List of Exhibits
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Clover Health Investments, Corp. | ||||||||||||||
| Date: | January 10, 2024 | By: | /s/ Scott J. Leffler | |||||||||||
| Name: | Scott J. Leffler | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||
Clover Health Provides Business Update and Full-Year 2024 Objectives
FRANKLIN, Tenn. – January 10, 2024 – Clover Health Investments, Corp. (NASDAQ: CLOV) (“Clover,” “Clover Health” or the “Company”), a physician enablement company committed to bringing access to great healthcare to everyone on Medicare, announced today that it is targeting Adjusted EBITDA profitability for the full-year 2024.1
“I believe that we are at a critical inflection point in the trajectory of our business. Throughout 2023 our results, driven by strong Insurance performance, have proven the strength and agility of our model. With our purpose built technology, Clover Assistant, we have the ability to help physicians identify and manage chronic diseases earlier, which is a key lever in our push toward profitability. Going into 2024, we plan to harness the momentum generated last year to once again deliver superior results on a PPO chassis, while investing in the technology and programs to improve the health and well-being of our membership”, said Andrew Toy, Chief Executive Officer of Clover Health.
“We are targeting to achieve our goal to deliver profitability on an Adjusted EBITDA basis for full-year 2024. To accomplish this, we will continue to focus on improving MA-plan performance while reducing operational spend, drive increasing value from Clover Assistant’s capabilities, further invest in our robust care management assets, such as Clover Home Care, and expanding our offerings to empower every primary care physician”, continued Mr. Toy. “Our team has worked relentlessly to position the Company to achieve our goals in 2024, and continue to drive toward Clover’s long-term growth levers.”
“During the most recent Medicare Advantage Annual Enrollment Period, we once again priced our Insurance plans to target profitability with an intentional focus on member retention within our core markets, rather than membership expansion, to push towards sustainable profitability this year”, said Mr. Toy. “We intend to issue full guidance for full-year 2024 at a later date. However, this business update, and our strengthened conviction in targeting Adjusted EBITDA profitability this year, highlights the anticipated favorable impact of our ongoing strategy to deliver a sustainable, profitable Clover Health to our stakeholders.”
About Non-GAAP Financial Measures:
We use non-GAAP measures including Adjusted EBITDA. These non-GAAP financial measures are provided to enhance the reader's understanding of Clover Health's past financial performance and our prospects for the future. Clover Health's management team uses these non-GAAP financial measures in assessing Clover Health's performance, as well as in planning and forecasting future periods. These non-GAAP financial measures are not computed according to GAAP, and the methods we use to compute them may differ from the methods used by other companies. Non-GAAP financial measures are supplemental to and should not be considered a substitute for financial information presented in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Readers are encouraged to review the reconciliations of these non-GAAP financial measures to the comparable GAAP measures, together with other important financial information, including our filings with the Securities and Exchange Commission (the “SEC”), on the Investor Relations page of our website at investors.cloverhealth.com.
Adjusted EBITDA is a non-GAAP financial measure defined by us as net loss before interest expense, amortization of notes and securities discount, depreciation and amortization, gain on investment, stock-based compensation expense, premium deficiency reserve benefit, restructuring costs, non-recurring legal expenses and settlements, and expenses attributable to Seek. Adjusted EBITDA is a key measure used by our management team and the board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operating plans. In particular, we believe that the exclusion of the amounts eliminated in calculating Adjusted EBITDA provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides investors and others useful information to understand and evaluate our operating results in the same manner as our management team and our board of directors.
1 Adjusted EBITDA is a non-GAAP financial measure. Additional information about the Company's non-GAAP financial measures can be found under the caption “About Non-GAAP Financial Measures”.
Reconciliation of projected Adjusted EBITDA to Net loss, the most directly comparable GAAP measure, is not provided because Stock-based compensation expense, which is excluded from Adjusted EBITDA (non-GAAP), cannot be reasonably calculated or predicted at this time without unreasonable efforts.
Forward-Looking Statements
This press release includes forward-looking statements, including statements regarding future events including, without limitation, Clover Health Investments, Corp.’s (“Clover Health,” “we,” “our,” or “us”) expectations regarding positive Adjusted EBITDA (a non-GAAP measure, as defined herein), future results of operations, financial condition, outlook, market size and opportunity, business strategy and plans, and the factors affecting our performance and our objectives for future operations. In some cases, you can identify forward looking statements because they contain words such as "may," "will," "should," "expects," "plans," “goals,” "anticipates," "going to," "can," "could," "should," "would," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "outlook," "forecast," "guidance," "objective," "plan," "seek," "grow," "target," "if," "continue," or the negative of these words or other similar terms or expressions that concern Clover Health's expectations, strategy, priorities, plans or intentions. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied in this press release.
These forward-looking statements are subject to a number of other risks, uncertainties and assumptions, including those described under Item 1A. “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, filed with the SEC on March 1, 2023, as such risk factors may be amended or updated in our subsequent filings with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements are not guarantees of future performance and you are cautioned not to place undue reliance on such statements. The forward-looking statements included in this press release are made as of the date hereof. Except as required by law, Clover Health undertakes no obligation to update any of these forward-looking statements after the date hereof or to conform these statements to actual results or revised expectations.
About Clover Health:
Clover Health (Nasdaq: CLOV) is a physician enablement company committed to bringing access to great healthcare to everyone on Medicare. This includes a health equity-based focus on seniors who have historically lacked access to affordable, high-quality healthcare. Our strategy is powered by our software platform, Clover Assistant, which is designed to aggregate patient data from across the healthcare ecosystem to support clinical decision-making and improve health outcomes through the early identification and management of chronic disease.
Press Contact:
Andrew Still-Baxter
press@cloverhealth.com
Investor Relations Contact:
Ryan Schmidt
investors@cloverhealth.com
Clover Health J.P. Morgan Healthcare Conference January 2024
2 Disclaimer This presentation and the accompanying oral presentation include forward-looking statements, including statements regarding future events including, without limitation, Clover Health Investments, Corp.’s (“Clover Health,” “we,” “our,” or “us”), expectations regarding positive Adjusted EBITDA (a non-GAAP measure, as defined herein), targeted revenues, Insurance Revenues, Non-Insurance Revenues, Insurance MCR, Non-Insurance MCR, future results of operations, financial condition, outlook, market size and opportunity, business strategy and plans, and the factors affecting our performance and our objectives for future operations. In some cases, you can identify forward looking statements because they contain words such as "may," "will," "should," "expects," "plans," “goals,” "anticipates," "going to," "can," "could," "should," "would," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "outlook," "forecast," "guidance," "objective," "plan," "seek," "grow," "target," "if," "continue," or the negative of these words or other similar terms or expressions that concern Clover Health's expectations, strategy, priorities, plans or intentions. Forward-looking statements in this presentation include, but are not limited to, statements regarding expectations relating to, as well as statements regarding expectations related to Clover’s future performance, future operations and future results. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied in this presentation. These forward-looking statements are subject to a number of other risks, uncertainties and assumptions, including those described under Item 1A. “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2023, as such risk factors may be amended or updated in our subsequent filings with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements are not guarantees of future performance and you are cautioned not to place undue reliance on such statements. The forward-looking statements included in this presentation and the accompanying oral presentation are made as of the date hereof. Except as required by law, Clover Health undertakes no obligation to update any of these forward-looking statements after the date hereof or to conform these statements to actual results or revised expectations. In addition to U.S. Generally Accepted Accounting Principles (“GAAP”) financial measures, this presentation includes certain non-GAAP financial measures including Adjusted EBITDA. These non-GAAP financial measures are provided to enhance the reader’s understanding of Clover Health’s past financial performance and our prospects for the future. Non-GAAP financial measures are supplemental to and should not be considered a substitute for financial information presented in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. A reconciliation of historical non-GAAP measures to historical GAAP measures is included in the Appendix of this presentation.
3 Our Vision Empowering Physicians to Identify and Manage Chronic Diseases Earlier
4 2023 in Review
5 (1) For comparison purposes, 2023 Outlook is based on guidance provided in the Company’s November 6, 2023 earnings press release, which was most recently reiterated by the Company in its December 21, 2023 press release, and has not been updated since that date. Insurance Revenue and Insurance Gross Profit (Loss) for 2023 is calculated by taking the midpoint of the guidance provided in the Company’s November 6, 2023 earnings press release. (2) See the Company’s most recent Form 10-K filed on March 1, 2023 for 2021 and 2022 Insurance Revenue and Insurance Gross Profit (Loss). (3) Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net loss before interest expense, amortization of notes and securities discount, depreciation and amortization, gain on investment, stock-based compensation expense, premium deficiency reserve benefit, restructuring costs, non-recurring legal expenses and settlements, and expenses attributable to Seek. Please refer to the Appendix for a reconciliation of Adjusted EBITDA to Net Loss, the most directly comparable GAAP measure for 2021 and 2022. Reconciliation of projected Adjusted EBITDA to Net loss, the most directly comparable GAAP measure, is not provided because Stock-based compensation expense, which is excluded from Adjusted EBITDA, cannot be reasonably calculated or predicted at this time without unreasonable efforts. See “About Non-GAAP Financial Measures” in the Appendix. Note that Adjusted EBITDA for 2021 and 2022 does not reflect the revised definition of Adjusted EBITDA as disclosed in the May 9, 2023 earnings press release. (4) For comparison purposes, 2023 Outlook for Adjusted EBITDA is based on guidance provided in the Company's November 6, 2023 earnings press release. Note this includes Non-Insurance performance. As announced on December 1, 2023, the Company exited the CMS ACO REACH Program at the end of the 2023 performance year, effective as of January 1, 2024. Clover will continue to fulfill all of its obligations under the ACO REACH Program for the 2023 performance year, as outlined in the Company’s December 1, 2023 press release. On Track to Deliver a Step-Change in Financials, Demonstrating the Potential of Clover Health’s Model Targeting Adjusted EBITDA profitability in 2024 Insurance Gross Profit (Loss) Insurance Revenue (1) (1) Adjusted EBITDA (3)(2) (2) (4)(1)(2)
…Driven By an Asset-Light Care Management Platform 6 Strong Financial Performance in Medicare Advantage (1) For comparison purposes, 2023 Outlook is based on guidance provided in the Company’s November 6, 2023 earnings press release, which was most recently reiterated by the Company in its December 21, 2023 press release, and has not been updated since that date. Insurance MCR Insurance MCR Improvement…(1) (1) Software-driven data and insights Enabling any PCP to deliver more consistent, higher quality care Home-based care for any member High-touch primary care program for those most at-risk Clover Home Care
7 Continue to drive toward long-term growth levers and expanding our offerings Targeting full-year 2024 positive Adjusted EBITDA Prudently manage strong liquidity position to achieve path to profitability Improve Medicare Advantage fundamentals while reducing operational spend 1 4 2 3 Strong 2023 Momentum Continues into 2024
8 The Clover Health Story
Solely focused on Medicare, serving a population with chronic conditions that can be proactively managed Technology R&D entirely focused on physician enablement technology, bringing together the power of AI + data to real-world care Home-based, “officeless” clinical practice delivers in-person + virtual care for rising risk & most complex members via tailored, high-touch programs Distinct ability to work with any physician in any market, via a technology-focused, asset-light approach 9 How is Clover Health Different?
10 Wide Network Approach Positions Clover to Service the ~$900B Medicare Market Source: Congressional Budget Office (CBO), U.S. Census Bureau - Population Estimates and Projections, Association of American Medical Colleges (AAMC), CMS, Kaiser Family Foundation. Note: Senior population and MA Enrollment in millions. (1) CMS CPSC data from December 2018 – December 2023: Within Medicare Advantage, PPO plans grew 2.3x the rate of HMO plans. Penetration percentages excludes other plan types, such as National PACE and PFFS. (2) PPO vs. HMO breakdown based on 2023 Insurance membership. Clover Health has ~95% of Insurance members in a PPO plan, which consumers prefer versus traditional HMO plans(1)(2) Medicare Advantage Market U.S. Senior Population (Aged 65+) (1) (1)
In-Home Primary Care. Fully accountable, high-touch primary care & supportive care program for members most at risk Care Coordination. Annual in-home assessments and post-discharge visits coordinate care for a rising risk population Interdisciplinary care. Diverse care team, powered by CA to deliver the right care at the right time An Asset-Light Care Management Platform Enables a Wide Network Approach 11 Clover Assistant Clover Home Care Cloud-based, AI-powered platform. Aggregates, synthesizes, and normalizes disparate data streams to generate actionable clinical insights Technology at scale. Platform-agnostic to improve care management across a wide, diverse network of physicians and existing HCIT infrastructure Closed feedback loop. Proprietary data access allows for rapid technology iteration Clover Assistant is designed to enable any provider to deliver consistent, high quality care. This allows for wider network construction in a sustainable fashion Clover Home Care supplements community physicians to meet the needs of patients that are most at-risk
Thousands of clinicians currently using CA generated insights to care for Tens of Thousands of patients Correlated with Changes to the Timeline of Care as shown in Clover’s three research papers on better care for Chronic Kidney Disease, Diabetes, and improved Medication Adherence(1) Impact of Clover Assistant and Clover Home Care 12 Clover Assistant Clover Home Care 1,000+ bps MCR Differential for returning MA members whose PCP uses CA as compared to those who do not Positive Member Experience with NPS scores >90 demonstrating high member satisfaction High Impact from home-based primary care with net savings of ~$500 per engaged member per month driven by lower IP admissions, readmissions, and spend at end of life in CHC’s In-Home primary care program Targeting High Risk Members with ~3,500 members in a home-based primary care model (1) “Clover Assistant Use and Diagnosis and Progression of Chronic Kidney Disease” www.cloverhealth.com/clinicalcare/ckd; “Clover Assistant Use and Diagnosis, Treatment, and Progression of Diabetes” www.cloverhealth.com/clinicalcare/diabetes; “Clover Assistant Use and Medication Adherence for Common Chronic Conditions” www.cloverhealth.com/clinicalcare/medadherence
13 Clover Assistant: Creating the Software-Powered Physician
14Note: Kidney Function measured via GFR (Glomerular Filtration Rate). (1) “Clover Assistant Use and Diagnosis and Progression of Chronic Kidney Disease” www.cloverhealth.com/clinicalcare/ckd Earlier Diagnosis Leads to Earlier Treatment Example: Chronic Kidney Disease ~1.5 years CA Patients Non-CA Patients Diagnosed CKD Stage 3 Diagnosed CKD Stage 3 Time (Years) CKD is diagnosed earlier and disease trajectory improves in patients seen by providers using Clover Assistant(1) K id ne y Fu nc tio n (G FR )
15 Note: This slide reflects our examination of data from Clover Health members who had no previously recorded diagnosis of diabetes, were flagged by the ‘at-risk’ algorithm in Clover Assistant, and where the clinician had a visit informed by Clover Assistant data (2018 - 2022) and the clinician confirmed diabetes. (1) Represents percentage (%) of pre-existing diagnoses similar in the two groups. (2) “Clover Assistant Use and Diagnosis, Treatment, and Progression of Diabetes” www.cloverhealth.com/clinicalcare/diabetes Days Since Clover Assistant Visit M em be rs N ew ly D ia gn os ed w ith D ia be te s (1 ) Earlier Diagnosis Leads to Earlier Treatment Example: Diabetes Patients started on oral diabetic medications after Clover Assistant raised potential diabetes diagnosis for physician consideration(2) D ia be te s M ed ic at io n Fi lls
16 Earlier Diabetes Treatment Leads to: Note: This slide reflects our examination of data from Clover Health members who had no previously recorded diagnosis of diabetes, were flagged by the ‘at-risk’ algorithm in Clover Assistant, and where the clinician had a visit informed by Clover Assistant data (2018 - 2022) and the clinician confirmed diabetes. (1) “Clover Assistant Use and Diagnosis, Treatment, and Progression of Diabetes” www.cloverhealth.com/clinicalcare/diabetes Better Management of Blood Sugar(1) Lower Use of Insulin(1) Lower Instances of Hypoglycemia(1) Oral Meds Started Oral Meds Started Non-CA Patients CA Patients Time (Years) B lo od S ug ar In di ca to r (H bA 1c ) Non-CA Patients CA Patients Pe rc en ta ge T ak in g In su lin Days Since Oral Meds Started Non-CA Patients CA Patients Pe rc en ta ge w ith H yp og ly ce m ia E ve nt Days Since Oral Meds Started
Medication fills increased by ~5% on the day of the Clover Assistant visit and remained ~3% higher 90 days post-visit among patients previously non-adherent to their medications for diabetes, high blood pressure, and high cholesterol(1) Days Since Visit 17 Note: Analyses examined data from Clover Health Medicare Advantage plan members from 2018, 2019, 2022, and 2023. We intentionally excluded data from 2020 and 2021 to minimize the impact of the COVID-19 pandemic’s disruption of the healthcare system, including medication-related behaviors. (1) “Clover Assistant Use and Medication Adherence for Common Chronic Conditions” www.cloverhealth.com/clinicalcare/medadherence Pe rc en t w ith M ed ic at io n Fi ll Clover Assistant Correlated with Improved Medication Adherence CA with Medication Adherence Feature CA without Medication Adherence Feature
18 Looking Forward
Move to sustainable, profitable growth leveraging further improvements in our care management platform Profitable Growth Return to 3.5 Star Rating, with pathway to further upside at higher levels Improve Star Rating 19 Goals for 2024 and Beyond Targeting full-year 2024 positive Adjusted EBITDA as Clover Health continues on its path to profitability 2024 Adj. EBITDA Profitability New go-to-market capabilities that widen our ability to manage more Medicare lives Expansion of Offerings
20 Q&A
Appendix
22 About Non-GAAP Financial Measures (1) In addition to U.S. Generally Accepted Accounting Principles (“GAAP”) financial measures, this presentation includes certain non-GAAP financial measures including Adjusted EBITDA. These non-GAAP financial measures are provided to enhance the reader’s understanding of Clover Health’s past financial performance and our prospects for the future. Non-GAAP financial measures are supplemental to and should not be considered a substitute for financial information presented in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Note that Adjusted EBITDA for 2021 and 2022 above does not reflect the revised definition of Adjusted EBITDA as disclosed in the May 9, 2023 earnings press release. CLOVER HEALTH INVESTMENTS, CORP. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES ADJUSTED EBITDA (NON-GAAP) RECONCILIATION (in thousands)(1)