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Clover Health Investments, Corp. De (CLOV) SEC Filing 10-K Annual Report for the fiscal year ending Saturday, December 31, 2022

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Clover Health Investments, Corp. De

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CIK: 1801170 Ticker: CLOV


Clover Health Reports Fourth Quarter and Full Year 2022 Financial Results
Q4 2022 Insurance MCR of 92.4% and FY 2022 Insurance MCR of 91.8%
2023 guidance Insurance MCR range of 89% - 91%, and Non-Insurance MCR range of 98% to 100%

Strong liquidity expected to meet 2023 operating requirements

FRANKLIN, Tenn. - February 28, 2023 – 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, today reported financial results for the fourth quarter and full year 2022. Management will host a conference call today at 8:30 a.m. ET to discuss its operating results and other business highlights.
"Our achievements in 2022, including a material improvement in our full year Insurance MCR by over 1,400 basis points, are reflective of the continued maturation of our business and further demonstrate Clover Assistant's ability to enable and manage a wide network of physicians to participate in value-based Medicare," said Clover Health CEO Andrew Toy. "In 2023, accelerating our path to profitability is our top priority, and I am excited by Clover Assistant's role in helping physicians identify and manage chronic diseases earlier, which improves care for Medicare beneficiaries."

"Fourth quarter and full year 2022 financial highlights include significantly improved Insurance MCR, strong Insurance revenue growth, and continued moderation of growth in SG&A," said Clover Health CFO Scott Leffler. "Full year Insurance MCR significantly improved year-over-year to 91.8%, and fourth quarter Insurance MCR improved to 92.4%. The improved MCR compared to the prior year period was driven by continued favorability in underlying operational trends. Non-Insurance MCR for the full year and fourth quarter was 103.4% and 103.6%, respectively. We also finished the year with restricted and unrestricted cash, cash equivalents, and investments of $555.3 million on a consolidated basis and $331.7 million at the parent entity and unregulated subsidiary level, both of which we expect to be sufficient for our 2023 operating needs."

Key Company highlights are as follows:
Dollars in MillionsQ4'22Q4'21FY'22FY'21
Total revenue$898.8 $432.0 $3,476.7 $1,472.0 
Insurance MCR92.4 %102.8 %91.8 %106.0 %
Non-Insurance MCR
103.6 103.0 103.4 105.7 
Salaries and benefits plus General and administrative expenses ("SG&A") (1)
$124.3 $114.1 $486.6 $445.7 
Adjusted Salaries and benefits plus General and administrative expenses ("Adjusted SG&A") (non-GAAP) (1)(2)(3)
85.6 77.5 320.7 264.4 
Net loss(84.0)(187.2)(338.8)(587.8)
 Adjusted EBITDA (non-GAAP) (3)(4)
(81.1)(87.4)(298.7)(343.7)
(1) 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 consolidated financial statements.
(2) Beginning with the third quarter of 2022, we updated the name of our Adjusted Operating Expenses (non-GAAP) metric to Adjusted SG&A (non-GAAP). There has been no change to the calculation of this metric and previously reported results of the Company were not impacted by this change.
(3) 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, 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.
(4) Beginning in the fourth quarter 2022, we updated our definition and presentation of Adjusted EBITDA (non-GAAP) to exclude Gain on extinguishment of note payable. Gain on extinguishment of note payable is now being excluded because management believes that Gain on extinguishment of note payable does not reflect the Company's underlying fundamentals because it is a non-cash item and management believes it is not reflective of the Company's operating expenses relating to its core businesses or its actual recurring cash expense. The prior period figure has been revised to conform to the updated definition and presentation. For additional information, see the definition of "Adjusted EBITDA (non-GAAP)" in Appendix A.

1
The following information was filed by Clover Health Investments, Corp. De (CLOV) on Tuesday, February 28, 2023 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-K Annual Report statement of earnings and operation as management may choose to highlight particular information in the press release.

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Inside Clover Health Investments, Corp. De's 10-K Annual Report:

Financial Statements, Disclosures and Schedules

Inside this 10-K Annual Report

Audit Information
Cover
Condensed Consolidated Statements Of Operations And Comprehensive Loss (Parenthetical)
Consolidated Balance Sheets
Consolidated Balance Sheets (Parenthetical)
Consolidated Statements Of Cash Flows
Consolidated Statements Of Changes In Convertible Preferred Stock And Stockholders' Equity
Consolidated Statements Of Operations And Comprehensive Loss
Business Combination
Business Combination (Tables)
Business Combination - Additional Information (Details)
Business Combination - Schedule Of Business Acquisitions, By Acquisition (Details)
Commitments And Contingencies
Commitments And Contingencies (Details)
Derivative Liabilities
Derivative Liabilities (Details)
Dividend Restrictions
Employee Benefit Plans
Employee Benefit Plans (Tables)
Employee Benefit Plans - Additional Information (Details)
Employee Benefit Plans - Espp Valuation Assumption (Details)
Employee Benefit Plans - Schedule Of Assumptions To Estimate Fair Value Of Prsus On Weighted Average Basis (Details)
Employee Benefit Plans - Schedule Of Assumptions To Estimate Fair Value Of Stock Options On Weighted Average Basis (Details)
Employee Benefit Plans - Share-Based Payment Arrangement, Activity (Details)
Employee Benefit Plans - Summary Of Stock Option Activity (Details)
Employee Benefit Plans - Summary Of Stock-Based Compensation Cost (Details)
Employee Benefit Plans - Summary Of Total Prsus Activity (Details)
Employee Benefit Plans - Summary Of Total Rsus Activity (Details)
Fair Value Measurements
Fair Value Measurements (Tables)
Fair Value Measurements - Additional Information (Details)
Fair Value Measurements - Schedule Of Changes In Balances Of Level 3 Financial Liabilities (Details)
Fair Value Measurements - Schedule Of Changes In Fair Value Of Warrants Payable (Details)
Fair Value Measurements - Summary Of Fair Value Measurements For Items (Details)
Goodwill And Other Intangible Assets
Goodwill And Other Intangible Assets - Additional Information (Details)
Goodwill And Other Intangible Assets - Schedule Of Finite-Lived Intangible Assets, Future Amortization Expense (Details)
Goodwill And Other Intangible Assets - Schedule Of Goodwill (Details)
Goodwill And Other Intangible Assets - Schedule Of Indefinite-Lived Intangible Assets (Details)
Goodwill And Other Intangible Assetsr (Tables)
Healthcare Receivables
Healthcare Receivables (Details)
Income Taxes
Income Taxes (Tables)
Income Taxes - Additional Information (Details)
Income Taxes - Schedule Of Components Of Income Tax (Details)
Income Taxes - Schedule Of Deferred Tax Assets And Liabilities (Details)
Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Details)
Investment Securities
Investment Securities (Tables)
Investment Securities - Additional Information (Details)
Investment Securities - Proceeds From Sales And Maturities Of Investment Securities (Details)
Investment Securities - Schedule Of Amortized Cost And Fair Value Of Debt Securities (Details)
Investment Securities - Schedule Of Gross Unrealized Losses And Fair Value (Details)
Investment Securities - Schedule Of Net Investment Income (Details)
Investment Securities - Schedule Of Present Cost Or Amortized Cost And Fair Values Of Investments (Details)
Leases
Leases (Tables)
Leases - Additional Information (Details)
Leases - Summary Of Lease Costs Recognized Under Asc 842 And Other Information Pertaining To Operating Leases (Details)
Leases - Summary Of Maturities Of Operating Lease Liabilities (Details)
Letter Of Credit
Letter Of Credit (Details)
Net Loss Per Share
Net Loss Per Share (Tables)
Net Loss Per Share - Calculation Of Basic And Diluted Net Loss Per Share (Details)
Net Loss Per Share - Schedule Of Antidilutive Securities Excluded From Diluted Net Loss Per Share (Details)
Non-Insurance
Non-Insurance (Tables)
Non-Insurance - Additional Information (Details)
Non-Insurance - Schedule Of Performance Guarantees (Details)
Notes And Securities Payable
Notes And Securities Payable - Convertible Securities, Additional Information (Details)
Notes And Securities Payable - Seek Convertible Note, Additional Information (Details)
Operating Segments
Operating Segments (Tables)
Operating Segments - Additional Information (Details)
Operating Segments - Reconciliation Of Revenue Of Segments To Statement Of Operations (Details)
Operating Segments - Schedule Of Revenue By Operating Segment (Details)
Organization And Operations
Organization And Operations (Details)
Property And Equipment, Net
Property And Equipment, Net (Tables)
Property And Equipment, Net - Additional Information (Details)
Property And Equipment, Net - Summary (Details)
Regulatory Matters
Reinsurance
Reinsurance (Tables)
Reinsurance - Additional Information (Details)
Reinsurance - Medicare Advantage (Details)
Reinsurance - Non-Insurance (Details)
Related Party Transactions
Related-Party Transactions (Details)
Schedule I - Condensed Financial Information
Schedule I - Condensed Financial Information - Balance Sheet (Additional Information) (Details)
Schedule I - Condensed Financial Information - Balance Sheet (Details)
Schedule I - Condensed Financial Information - Notes To Condensed Financial Statements (Details)
Schedule I - Condensed Financial Information - Statements Of Cash Flows (Details)
Schedule I - Condensed Financial Information - Statements Of Operations (Details)
Schedule Ii - Valuation And Qualifying Accounts
Schedule Ii - Valuation And Qualifying Accounts (Details)
Statutory Equity
Statutory Equity (Details)
Stockholders' Equity And Convertible Preferred Stock
Stockholders' Equity And Convertible Preferred Stock (Details)
Summary Of Significant Accounting Policies
Summary Of Significant Accounting Policies (Policies)
Summary Of Significant Accounting Policies - Narrative (Details)
Unpaid Claims
Unpaid Claims (Tables)
Unpaid Claims - Activity In Liability For Unpaid Claims And Claims Adjustment Expense (Details)
Unpaid Claims - Additional Information (Details)
Unpaid Claims - Incurred Claims (Details)
Unpaid Claims - Paid Claims (Details)
Unpaid Claims - Reconciliation (Details)
Variable Interest Entity And Equity Method Of Accounting
Variable Interest Entity And Equity Method Of Accounting (Details)
Ticker: CLOV
CIK: 1801170
Form Type: 10-K Annual Report
Accession Number: 0001801170-23-000015
Submitted to the SEC: Wed Mar 01 2023 7:01:05 AM EST
Accepted by the SEC: Wed Mar 01 2023
Period: Saturday, December 31, 2022
Industry: Hospital And Medical Service Plans

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