FALSE0001801170CLOVER HEALTH INVESTMENTS, CORP. /DE00018011702024-08-052024-08-05

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): August 5, 2024

CLOVER HEALTH INVESTMENTS, CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware
001-3925298-1515192
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
Identification No.)
3401 Mallory Lane, Suite 210
Franklin, Tennessee
37067
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Trading
Title of each class
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareCLOVThe NASDAQ Stock Market LLC
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 2.02 Results of Operations and Financial Condition.
On August 5, 2024, Clover Health Investments, Corp. (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in this Item 2.02 (including Exhibit 99.1) 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
104Cover 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:August 5, 2024By:/s/ Peter Kuipers
Name:Peter Kuipers
Title:Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)



Clover Health Reports Second Quarter 2024 Financial Results; Improves Full-Year Guidance on Strong Performance
Total Revenue growth for the Second Quarter of 2024 of 11% year-over-year
GAAP Net Income from Continuing Operations during the Second Quarter of 2024 of $7.2 million versus Second Quarter 2023 GAAP loss of $28.9 million
Adjusted EBITDA profitability for the Second Quarter of 2024 of $36.2 million versus Second Quarter 2023 Adjusted EBITDA of $9.9 million
Increases Full-Year 2024 guidance to Insurance Revenue of $1.35 billion - $1.375 billion and Adjusted EBITDA profitability of $50 million - $65 million
FRANKLIN, Tenn. – August 5, 2024 – Clover Health Investments, Corp. (Nasdaq: CLOV) (“Clover,” “Clover Health” or the “Company”), a physician enablement technology company committed to bringing access to great healthcare to everyone on Medicare, today reported financial results for the second quarter 2024. Management will host a conference call today at 5:00 p.m. ET to discuss its operating results and other business highlights.
“I am delighted that our performance continues to validate Clover’s differentiated, technology-centric approach to healthcare, driven by our Insurance offering and its ability to generate meaningful returns while leading with physician-choice for our members,” said Clover Health CEO Andrew Toy. “Through our Clover Assistant technology and integrated care management platform, we aim to empower physicians to improve clinical outcomes and lower the total cost of care for people with chronic diseases. This allows us to partner with a much wider range of physicians than other plans. Our performance validates this key point of differentiation, and I believe positions us to thrive in the future of the Medicare Advantage market.”
The Company continued to build upon its strong start to the year, reporting strong performance for several key operating metrics and has improved its full-year 2024 guidance for revenue and profitability.
For the second quarter 2024, compared to second quarter 2023, GAAP Net income improved to $7.2 million from a GAAP Net loss of $28.9 million and Adjusted EBITDA increased to $36.2 million from an Adjusted EBITDA of $9.9 million. Insurance revenue during the second quarter grew by 11% year-over-year to $349.9 million, driven by strong member retention and intra-year growth, and Insurance MCR improved to 71.3% in the second quarter 2024, as compared to 77.2% in the second quarter 2023.
“During the second quarter, Clover's business fundamentals once again delivered strong financial results,” said Peter Kuipers, CFO of Clover Health. “First, top-line revenues grew by 11% year-over-year. Second, the Company achieved its first quarter of positive GAAP Net Income as a public company, and delivered an increased Adjusted EBITDA as compared to the prior quarter. Third, this strong performance has strengthened our already healthy balance sheet position and has enabled us to improve our full-year 2024 guidance. We believe that our results, coupled with our recent Star Rating recalculation from 3 to 3.5 Stars for the 2025 payment year, positions us well to achieve our increased 2024 Adjusted EBITDA guidance and improve our underlying cohort economics in 2025 to increase our long-term profitability capacity.”

1

Key Company highlights are as follows:
Dollars in Millions2Q24
2Q23(2)
Change Between (%)
Insurance revenue$349.9 $314.4 11.3 %
Net medical claims incurred
249.4 242.8 2.7 %
Total revenue356.3 320.1 11.3 %
Insurance MCR71.3 %77.2 %(590 bps)
Insurance BER(3)
76.1 %82.1 %(600 bps)
Salaries and benefits plus General and administrative expenses ("SG&A")(4)
$99.9 $104.1 (4.0)%
Adjusted Salaries and benefits plus General and administrative expenses ("Adjusted SG&A")(4)(5)
71.7 65.9 8.8 %
Net income (loss) from continuing operations7.2 (28.9)
Favorable(1)
 Adjusted EBITDA(5)
36.2 9.9 265.7 %
Total restricted and unrestricted cash, cash equivalents, and investments$482.8 $689.8 (30.0)%
Financial Outlook
For full-year 2024, Clover Health is updating its guidance as follows:
Current 2024 Guidance
Previous 2024 Guidance
Insurance revenue
$1.35 billion - $1.375 billion
$1.30 billion - $1.35 billion
Insurance MCR
77% - 79%
79% - 81%
Insurance BER(6)
81% - 83%
N/A
Adjusted SG&A(6)
$270 million - $280 million
$270 million - $280 million
Adjusted EBITDA(6)
$50 million - $65 million
$10 million - $30 million
Lives under Clover Management
June 30, 2024June 30, 2023
Insurance members80,261 82,526 
1,2,3,4,5,6
1 Not presented as a % change because the current or prior period amount is zero or the amount for the line item changed from a gain to a loss (or vice versa) and thus yields a result that is not meaningful.
2 The results of operations for the Company's former Non-Insurance segment have been reclassified as discontinued operations for all periods presented due to the Company's decision to not participate in the ACO Reach program for the 2024 performance year. Refer to Note 17 - Discontinued Operations within the Company's most recent Form 10-Q for additional information.
3 Insurance Benefits Expense Ratio (“BER”) is a Non-GAAP financial measure. A reconciliation of BER to Insurance Net medical claims incurred, net, the most directly comparable GAAP measure, is provided in a table immediately following the consolidated financial statements below. Additional information about the Company's Non-GAAP financial measures can be found under the caption "About Non-GAAP Financial Measures" below and in Appendix A. Beginning in the second quarter 2024, the Company is presenting Insurance BER. Management believes that by adding quality improvement expenses into the Insurance BER calculation, this offers a clearer and more accurate representation of our investment in healthcare quality and member engagement, and more fully captures the cost of maintaining and enhancing the quality of care for our members.
4 Salaries and benefits plus General and administrative expenses ("SG&A") is the sum of Salaries and benefits plus General and administrative expenses presented as the GAAP measure in the condensed consolidated financial statements.
5 Adjusted SG&A (Non-GAAP) and Adjusted EBITDA (Non-GAAP) are Non-GAAP financial measures. Reconciliations of Adjusted SG&A (Non-GAAP) to SG&A and Adjusted EBITDA (Non-GAAP) to Net loss from continuing operations, respectively, the most directly comparable GAAP measures, are provided in the tables immediately following the consolidated financial statements below. Additional information about the Company's Non-GAAP financial measures can be found under the caption "About Non-GAAP Financial Measures" below and in Appendix A.
6 Reconciliations of projected Adjusted SG&A (Non-GAAP) to projected SG&A, and projected Adjusted EBITDA (Non-GAAP) to Net loss from continuing operations, the most directly comparable GAAP measures, are not provided because Stock-based compensation, which is excluded from Adjusted SG&A (Non-GAAP) and Adjusted EBITDA (Non-GAAP), cannot be reasonably calculated or predicted at this time without unreasonable efforts. A reconciliation of projected Insurance BER (Non-GAAP) to projected Net medical claims incurred, net, the most directly comparable GAAP measure, is not provided because quality improvements, which are included in Insurance BER (Non-GAAP), cannot be reasonably calculated or predicted at this time without unreasonable efforts. Additional information about the Company's Non-GAAP financial measures can be found under the caption "About Non-GAAP Financial Measures" below and in Appendix A.
2

Earnings Conference Call Details
Clover Health’s management will host a conference call to discuss its financial results on Monday, August 5, at 5:00 PM Eastern Time. To access the call via telephone please dial 800-245-3047 (for U.S. callers) or 203-518-9765 (for callers outside the U.S.) and enter the conference ID: CLOVQ224. A live audio webcast will also be available online at: https://event.on24.com/wcc/r/4643549/90F8BD4EFDC6BDE3601CC8948AF5A379. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link and at Clover Health’s Investor Relations website at investors.cloverhealth.com, and will remain available for approximately 12 months.
Upcoming Investor Events & Conferences
•2024 KeyBanc Technology Leadership Forum at 3:00 p.m. Eastern Time, August 6, 2024
•Canaccord Genuity 44th Annual Growth Conference at 2:00 p.m. Eastern Time, August 14, 2024
Any live and archived webcasts and presentations associated with the conferences listed above may be accessed on Clover Health’s Investor Relations website at: investors.cloverhealth.com/news-and-events/investor-events-presentations.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding future events and Clover Health's future results of operations, financial condition, market size and opportunity, business strategy and plans, and the factors affecting our performance and our objectives for future operations. Forward-looking statements are not guarantees of future performance and you are cautioned not to place undue reliance on such statements. In some cases, you can identify forward looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "going to," "can," "could," "should," "would," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "outlook," "forecast," "guidance," "objective," "plan," "seek," "grow," "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 press release include, but are not limited to, the following: statements under "Financial Outlook" and statements regarding expectations relating to potential improvements in Insurance MCR, operating expenses, Adjusted SG&A, Insurance BER, and the number of Clover Health's Insurance members, as well as the statements contained in the quotations of our executive officers, future capital needs and other expectations as to future performance, operations and results (including our updated guidance for full-year 2024). Statements regarding our Adjusted EBITDA profitability are also forward-looking, and are based on our current targets which are preliminary and are derived from our 2024 financial outlook. 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 by forward-looking statements in this press release. Forward-looking statements involve a number of judgments, risks and uncertainties, including, without limitation, risks related to: our expectations regarding results of operations, financial condition, and cash flows; our expectations regarding the development and management of our Insurance business; our ability to successfully enter new service markets and manage our operations; anticipated trends and challenges in our business and in the markets in which we operate; our ability to effectively manage our beneficiary base and provider network; our ability to maintain and increase adoption and use of Clover Assistant, including the expansion of Clover Assistant for external payors and providers under the brand name Counterpart Assistant; the anticipated benefits associated with the use of Clover Assistant, including our ability to utilize the platform to manage our medical care ratios; our ability to maintain or improve our Star Ratings or otherwise continue to improve the financial performance of our business; our ability to develop new features and functionality that meet market needs and achieve market acceptance; our ability to retain and hire necessary employees and staff our operations appropriately; the timing and amount of certain investments in growth; the outcome of any known and unknown litigation and regulatory proceedings; any current, pending, or future legislation, regulations or policies that could have a negative effect on our revenue and businesses, including rules, regulations, and policies relating to healthcare and Medicare; fluctuations in the price of our Class A common stock and our ability to comply with Nasdaq's listing requirements; our ability to maintain, protect, and enhance our intellectual property; general economic conditions and uncertainty; persistent high inflation and interest rates; and geopolitical uncertainty and instability. Additional information concerning these and other risk factors is contained under Item 1A. “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, as such risks may be updated in our subsequent filings with the SEC. 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 of this press release or to conform these statements to actual results or revised expectations.
3

About Non-GAAP Financial Measures
We use Non-GAAP measures including Insurance BER, Adjusted EBITDA, Adjusted SG&A, and Adjusted SG&A as a percentage of revenue. 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 generally accepted accounting principles in the United States ("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, which are attached to this release, together with other important financial information, including our filings with the SEC, on the Investor Relations page of our website at investors.cloverhealth.com.
For a description of these Non-GAAP financial measures, including the reasons management uses each measure, please see Appendix A: "Explanation of Non-GAAP Financial Measures."
The statements contained in this document are solely those of the authors and do not necessarily reflect the views or policies of CMS. The authors assume responsibility for the accuracy and completeness of the information contained in this document.
About Clover Health:
Clover Health (Nasdaq: CLOV) is a physician enablement technology 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. For our members, we provide PPO and HMO Medicare Advantage plans in several states, with a differentiated focus on our flagship wide-network, high-choice PPO plans. For healthcare providers outside Clover Health's Medicare Advantage plan, we aim to extend the benefits of our data-driven technology platform to a wider audience via our subsidiary, Counterpart Health, and to enable enhanced patient outcomes and reduced healthcare costs on a nationwide scale. Clover Health has published data demonstrating the technology’s impact on Medication Adherence, as well as the earlier identification and management of Diabetes and Chronic Kidney Disease.

Visit: www.cloverhealth.com

Investor Relations Contact:
Ryan Schmidt
investors@cloverhealth.com

Press Contact:
Andrew Still-Baxter
press@cloverhealth.com
4

CLOVER HEALTH INVESTMENTS, CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
June 30, 2024 (Unaudited)
December 31, 2023
Assets
Current assets
Cash and cash equivalents$254,771 $116,407 
Short-term investments9,661 12,218 
Investment securities, available-for-sale (Amortized cost: 2024: $112,328; 2023: $101,412)
111,325 100,702 
Investment securities, held-to-maturity (Fair value: 2024: $3,281; 2023: $6,778)
3,295 6,902 
Accrued retrospective premiums53,892 22,076 
Other receivables21,231 16,666 
Healthcare receivables66,739 64,164 
Surety bonds and deposits542 542 
Prepaid expenses14,517 14,418 
Other assets, current3,539 1,404 
Assets related to discontinued operations10,064 72,471 
Total current assets549,576 427,970 
Investment securities, available-for-sale (Amortized cost: 2024: $104,229; 2023: $121,868)
102,973 120,208 
Investment securities, held-to-maturity (Fair value: 2024: $694; 2023: $692)
791 793 
Property and equipment, net5,276 5,082 
Operating lease right-of-use assets2,858 3,382 
Other intangible assets
2,990 2,990 
Other assets, non-current9,746 10,246 
Total assets$674,210 $570,671 






















5

CLOVER HEALTH INVESTMENTS, CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
June 30, 2024 (Unaudited)
December 31, 2023
Liabilities and Stockholders' Equity
Current liabilities
Unpaid claims$199,266 $135,737 
Due to related parties, net1,284 1,363 
Accounts payable and accrued expenses40,441 37,184 
Accrued salaries and benefits32,400 20,951 
Deferred revenue13 3,099 
Operating lease liabilities1,491 1,665 
Other liabilities, current843 1,017 
Liabilities related to discontinued operations48,773 60,099 
Total current liabilities324,511 261,115 
Long-term operating lease liabilities2,519 2,998 
Other liabilities, non-current22,292 20,164 
Total liabilities349,322 284,277 
Commitments and contingencies
Stockholders' equity
Class A Common Stock, $0.0001 par value; 2,500,000,000 shares authorized at June 30, 2024 and December 31, 2023; 406,486,444 and 401,183,882 issued and outstanding at June 30, 2024 and December 31, 2023, respectively
41 40 
Class B Common Stock, $0.0001 par value; 500,000,000 shares authorized at June 30, 2024 and December 31, 2023; 89,649,365 and 87,867,732 issued and outstanding at June 30, 2024 and December 31, 2023, respectively
9 9 
Additional paid-in capital2,517,959 2,461,238 
Accumulated other comprehensive loss(2,259)(2,370)
Accumulated deficit(2,171,556)(2,159,794)
Less: Treasury stock, at cost; 14,574,401 and 7,912,750 shares held at June 30, 2024 and December 31, 2023, respectively
(19,306)(12,729)
Total stockholders' equity324,888 286,394 
Total liabilities and stockholders' equity$674,210 $570,671 
6

CLOVER HEALTH INVESTMENTS, CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in thousands, except per share and share amounts)
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Revenues:
Premiums earned, net (Net of ceded premiums of $102 and $113 for the three months ended June 30, 2024 and 2023, respectively; net of ceded premiums of $203 and $235 for the six months ended June 30, 2024 and 2023, respectively)
$349,900 $314,383 $691,622 $631,469 
Other income6,360 5,755 11,560 10,661 
Total revenues356,260 320,138 703,182 642,130 
Operating expenses:
Net medical claims incurred248,347 244,262 513,509 519,051 
Salaries and benefits55,499 62,437 114,722 131,418 
General and administrative expenses44,424 41,710 88,993 99,354 
Premium deficiency reserve benefit— (5,138)— (6,948)
Depreciation and amortization330 999 648 1,278 
Restructuring costs473 4,750 826 6,557 
Total operating expenses349,073 349,020 718,698 750,710 
Income (loss) from continuing operations7,187 (28,882)(15,516)(108,580)
Change in fair value of warrants17 — 17 — 
Interest expense— 7 — 7 
Loss on investment— — 467 — 
Net income (loss) from continuing operations7,170 (28,889)(16,000)(108,587)
Net income from discontinued operations238 75 4,238 7,167 
Net income (loss)$7,408 $(28,814)$(11,762)$(101,420)
Per share data:
Basic weighted average number of Class A and Class B common shares and common share equivalents outstanding487,483,087 479,163,752 487,575,520 479,819,237 
Diluted weighted average number of Class A and Class B common shares and common share equivalents outstanding495,179,955 479,163,752 487,575,520 479,819,237 
Continuing operations:
Basic earnings (loss) per share$0.01 $(0.06)$(0.03)$(0.23)
Diluted earnings (loss) per share0.01 (0.06)(0.03)(0.23)
Discontinued operations:
Basic earnings per share0.000.000.010.01
Diluted earnings per share0.000.000.010.01
Net unrealized gain on available-for-sale investments301 316 111 2,659 
Comprehensive income (loss)$7,709 $(28,498)$(11,651)$(98,761)
7

Operating Segments
InsuranceCorporate/OtherEliminationsConsolidated Total
Three Months Ended June 30, 2024(in thousands)
Premiums earned, net (Net of ceded premiums of $102)
$349,900 $— $— $349,900 
Other income4,044 42,269 (39,953)6,360 
Intersegment revenues— 51,200 (51,200)— 
Net medical claims incurred249,406 4,965 (6,024)248,347 
Gross profit (loss)$104,538 $88,504 $(85,129)$107,913 
8

CLOVER HEALTH INVESTMENTS, CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Six Months Ended
June 30,
20242023
Cash flows from operating activities:
Net loss$(11,762)$(101,420)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense648 1,278 
Stock-based compensation56,698 74,725 
Change in fair value of warrants and amortization of warrants17 — 
Accretion, net of amortization(1,618)(1,853)
Accrued interest earned(463)(289)
Net realized gains on investment securities(5)(19)
Loss on investment467 — 
Premium deficiency reserve— (6,948)
Changes in operating assets and liabilities:
Accrued retrospective premiums(31,816)18,324 
Other receivables(4,565)6,960 
Surety bonds and deposits— — 
Prepaid expenses(99)2,901 
Other assets(2,125)2,861 
Healthcare receivables(2,575)19,341 
Operating lease right-of-use assets524 157 
Unpaid claims63,450 (20,814)
Accounts payable and accrued expenses3,257 7,474 
Accrued salaries and benefits11,449 (4,311)
Deferred revenue(3,086)113,537 
Other liabilities1,954 281 
Operating lease liabilities(653)(508)
Net cash provided by operating activities from continuing operations79,697 111,677 
Net cash (used in) provided by operating activities from discontinued operations
(9,005)20,528 
Net cash provided by operating activities70,692 132,205 
Cash flows from investing activities:
Purchases of short-term investments, available-for-sale, and held-to-maturity securities(51,670)(74,156)
Proceeds from sales of short-term investments and available-for-sale securities— 60,436 
Proceeds from maturities of short-term investments, available-for-sale, and held-to-maturity securities66,651 90,997 
Purchases of property and equipment(842)(605)
Net cash provided by investing activities14,139 76,672 
Cash flows from financing activities:
Issuance of common stock, net of early exercise liability23 1,118 
Repurchases of common stock(1,772)— 
Treasury stock acquired(4,805)(3,399)
Net cash used in financing activities(6,554)(2,281)
Net increase in cash, cash equivalents, and restricted cash for discontinued and continuing operations78,277 206,596 
Cash, cash equivalents, and restricted cash, beginning of period for discontinued and continuing operations176,494 186,213 
Cash, cash equivalents, and restricted cash, end of period for discontinued and continuing operations$254,771 $392,809 
Reconciliation of cash and cash equivalents and restricted cash for discontinued and continuing operations
Cash and cash equivalents$254,771 $310,079 
Restricted cash— 82,730 
Total cash, cash equivalents, and restricted cash for discontinued and continuing operations$254,771 $392,809 
Supplemental disclosure of non-cash activities
Performance year receivable$— $(377,239)
Performance year obligation— 377,239 
9

CLOVER HEALTH INVESTMENTS, CORP.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
ADJUSTED EBITDA (NON-GAAP) RECONCILIATION
(in thousands)(1)
Three Months Ended June 30,
20242023
Net income (loss) from continuing operations (GAAP):
$7,170 $(28,889)
Adjustments
Interest expense— 7 
Depreciation and amortization330 999 
Stock-based compensation
27,900 36,108 
   Premium deficiency reserve benefit
— (5,138)
Restructuring costs473 4,750 
Non-recurring legal expenses and settlements319 2,108 
Adjusted EBITDA (Non-GAAP)
$36,192 $9,945 
(1) The table above includes Non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these Non-GAAP measures, see Appendix A.
10

CLOVER HEALTH INVESTMENTS, CORP.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
ADJUSTED SG&A (NON-GAAP) RECONCILIATION
(in thousands)(1)

Three Months Ended June 30,
20242023
Salaries and benefits$55,499 $62,437 
General and administrative expenses44,424 41,710 
Total SG&A (GAAP)
99,923 104,147 
Adjustments
Stock-based compensation
(27,900)(36,108)
Non-recurring legal expenses and settlements(319)(2,108)
Adjusted SG&A (Non-GAAP)
$71,704 $65,931 
Total revenues (GAAP)$356,260 $320,138 
Adjusted SG&A (Non-GAAP) as a percentage of revenue
20 %21 %
(1) The table above includes Non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these Non-GAAP measures, see Appendix A.


11

CLOVER HEALTH INVESTMENTS, CORP.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
INSURANCE BENEFITS EXPENSE RATIO (NON-GAAP) RECONCILIATION
(in thousands)(1)
Three Months Ended June 30,
Six Months Ended June 30,
2024202320242023
Net medical claims incurred, net (GAAP):
$249,406 $242,839 $515,482 $517,343 
Adjustments
Quality improvements
16,733 15,132 34,938 35,520 
Insurance benefits expense, net (Non-GAAP)
$266,139 $257,971 $550,420 $552,863 
Premiums earned, net (GAAP)$349,900 $314,383 $691,622 $631,469 
Insurance benefits expense ratio, net (Non-GAAP)
76.1 %82.1 %79.6 %87.6 %
(1) The table above includes Non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these Non-GAAP measures, see Appendix A.










12

CLOVER HEALTH INVESTMENTS, CORP.
Appendix A
Explanation of Non-GAAP Financial Measures

Non-GAAP Definitions

Adjusted EBITDA - A Non-GAAP financial measure defined by us as net loss from continuing operations before depreciation and amortization, loss (gain) on investment, stock-based compensation, premium deficiency reserve benefit, restructuring costs, and non-recurring legal expenses and settlements. 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 and our board of directors.
Adjusted SG&A - A Non-GAAP financial measure defined by us as total SG&A less stock-based compensation and non-recurring legal expenses and settlements. We believe that Adjusted SG&A provides management, investors, and others a useful view of our operating spend as it excludes non-cash, stock-based compensation and expenses related to investments that management believes do not reflect the Company's core operating expenses. We believe that Adjusted SG&A as a percentage of revenue is useful to management, investors, and others because it allows us to measure our operational leverage as revenue scales.
Insurance Benefits Expense Ratio - A Non-GAAP financial measure defined by us as benefits expense ratio ("BER"). We calculate our Insurance BER by taking the total of Insurance net medical expenses incurred and quality improvements, and dividing that total by premiums earned on a net basis, in a given period. Quality improvements include expenses associated with activities that improve health outcomes, as defined by the U.S. Department of Health and Human Services ("HHS"), as well as those directly tied to enhancing healthcare quality, such as the Company's spend on health information technology, wellness and prevention programs, initiatives to reduce hospital readmissions, and our clinically focused Member Rewards program. We believe our Insurance BER is useful to management, investors, and others because it offers a clearer and more accurate representation of our investment in healthcare quality and member engagement, and gives a comprehensive view of costs related to maintaining and improving the quality of care of our members, which is crucial for sustaining member satisfaction and adherence to treatment regimens.
13
v3.24.2.u1
Cover
Aug. 05, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 05, 2024
Entity Registrant Name CLOVER HEALTH INVESTMENTS, CORP. /DE
Entity Incorporation, State or Country Code DE
Entity File Number 001-39252
Entity Tax Identification Number 98-1515192
Entity Address, Address Line One 3401 Mallory Lane
Entity Address, Address Line Two Suite 210
Entity Address, City or Town Franklin
Entity Address, State or Province TN
Entity Address, Postal Zip Code 37067
City Area Code 201
Local Phone Number 432-2133
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol CLOV
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001801170
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