DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONSIn April 2023, we announced that we were exploring strategic alternatives for our California Medicare Advantage business, the Bright HealthCare reporting segment, with the focus on a potential sale. At this time, we met the criteria for “held for sale,” in accordance with ASC 205-20. This represents a strategic shift that will have a material impact on our business and financial results. As such, we have reflected amounts relating to Bright HealthCare as a disposal group as part of discontinued operations. On June 30, 2023, the Company entered into a definitive agreement with Molina Healthcare, Inc. to sell its California Medicare Advantage business, which consists of Brand New Day and Central Health Plan, for total purchase consideration of $600.0 million, subject to regulatory approval and other closing conditions. The closing of this transaction is expected to occur by early 2024. In October 2022, we announced that we will no longer offer commercial plans through our Bright HealthCare - Commercial segment in 2023. As a result, we exited the Commercial marketplace effective December 31, 2022. We determined this exit represented a strategic shift that will have a material impact on our business and financial results that requires presentation as discontinued operations. While we are no longer offering plans in the Commercial marketplace as of December 31, 2022, we will continue to have involvement in the states where we formerly operated in as we support run out activities of medical claims incurred in the 2022 plan year and perform other activities necessary to wind down our operations in each state, including making final payments of 2022 risk adjustment payable liabilities during the third quarter of 2023. We expect these activities to be substantially complete by the end of 2023. Our discontinued operations are also inclusive of our DocSquad business that was sold in March 2023; this is presented within the column labeled Other in the tables below. The discontinued operations presentation has been retrospectively applied to all prior periods presented. The financial results of discontinued operations by major line item for the periods ended June 30 were as follows (in thousands) : Three Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (15,354) $ 443,532 $ — $ 428,178 Service revenue — — — — Investment income (loss) 21,120 400 — 21,520 Total revenue from discontinued operations 5,766 443,932 — 449,698 Operating expenses: Medical costs 14,588 400,114 — 414,702 Operating costs 35,859 54,289 318 90,466 Depreciation and amortization — 1,465 — 1,465 Total operating expenses from discontinued operations 50,447 455,868 318 506,633 Operating loss from discontinued operations (44,681) (11,936) (318) (56,935) Interest expense — — — — Loss from discontinued operations before income taxes (44,681) (11,936) (318) (56,935) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (44,681) $ (11,936) $ (318) $ (56,935) Three Months Ended June 30, 2022 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ 961,650 $ 403,185 $ — $ 1,364,835 Service revenue 34 — 2,079 2,113 Investment income (loss) 5,462 24 — 5,486 Total revenue from discontinued operations 967,146 403,209 2,079 1,372,434 Operating expenses: Medical costs 858,347 356,442 — 1,214,789 Operating costs 278,878 40,181 3,482 322,541 Intangible assets impairment 6,720 — — 6,720 Depreciation and amortization — 4,416 536 4,952 Total operating expenses from discontinued operations 1,143,945 401,039 4,018 1,549,002 Operating loss from discontinued operations (176,799) 2,170 (1,939) (176,568) Interest expense — — — — Loss from discontinued operations before income taxes (176,799) 2,170 (1,939) (176,568) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (176,799) $ 2,170 $ (1,939) $ (176,568) Six Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (14,588) $ 896,849 $ — $ 882,261 Service revenue 30 — 2,383 2,413 Investment income (loss) 42,011 438 — 42,449 Total revenue from discontinued operations 27,453 897,287 2,383 927,123 Operating expenses: Medical costs 60,602 828,839 — 889,441 Operating costs 91,293 110,628 2,367 204,288 Depreciation and amortization — 5,872 — 5,872 Total operating expenses from discontinued operations 151,895 945,339 2,367 1,099,601 Operating loss from discontinued operations (124,442) (48,052) 16 (172,478) Interest expense — — — — Loss from discontinued operations before income taxes (124,442) (48,052) 16 (172,478) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (124,442) $ (48,052) $ 16 $ (172,478) Six Months Ended June 30, 2022 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ 2,141,963 $ 816,372 $ — $ 2,958,335 Service revenue 70 — 4,242 4,312 Investment income (loss) 6,250 47 — 6,297 Other income — — 799 799 Total revenue from discontinued operations 2,148,283 816,419 5,041 2,969,743 Operating expenses: Medical costs 1,804,267 754,770 — 2,559,037 Operating costs 544,378 83,502 8,532 636,412 Intangible assets impairment 6,720 — — 6,720 Depreciation and amortization 145 8,875 914 9,934 Total operating expenses from discontinued operations 2,355,510 847,147 9,446 3,212,103 Operating loss from discontinued operations (207,227) (30,728) (4,405) (242,360) Interest expense — — — — Loss from discontinued operations before income taxes (207,227) (30,728) (4,405) (242,360) Income tax expense (benefit) (2) (6,741) 2 (6,741) Net loss from discontinued operations $ (207,225) $ (23,987) $ (4,407) $ (235,619) The following table presents cash flows from operating and investing activities for discontinued operations for the six months ended June 30, 2023 (in thousands) : Cash used in operating activities - discontinued operations (667,237) Cash provided by investing activities - discontinued operations 157,048 Assets and liabilities of discontinued operations were as follows (in thousands) : June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Total Assets Current assets: Cash and cash equivalents $ 917,328 $ 335,453 $ 1,252,781 Short-term investments 991,106 4,308 995,414 Accounts receivable, net of allowance 1,915 48,856 50,771 Prepaids and other current assets 57,465 156,817 214,282 Property, equipment and capitalized software, net — 19,948 19,948 Goodwill — 358,693 358,693 Intangible assets, net — 138,981 138,981 Current assets of discontinued operations 1,967,814 1,063,056 3,030,870 Total assets of discontinued operations $ 1,967,814 $ 1,063,056 $ 3,030,870 Liabilities Current liabilities: Medical costs payable $ 98,482 $ 251,269 $ 349,751 Accounts payable 38,802 8,564 47,366 Risk adjustment payable 1,953,502 1,313 1,954,815 Unearned revenue — 142,698 142,698 Other current liabilities 20,738 69,522 90,260 Current liabilities of discontinued operations 2,111,524 473,366 2,584,890 Total liabilities of discontinued operations $ 2,111,524 $ 473,366 $ 2,584,890 December 31, 2022 Bright HealthCare - Commercial Bright HealthCare Other Total Assets Current assets: Cash and cash equivalents $ 1,469,577 $ 244,616 $ 1,091 $ 1,715,284 Short-term investments 1,129,800 3,972 — 1,133,772 Accounts receivable, net of allowance 4,167 59,308 1,636 65,111 Prepaids and other current assets 187,818 85,479 — 273,297 Current assets of discontinued operations 2,791,362 393,375 2,727 3,187,464 Other assets: Property, equipment and capitalized software, net — 21,298 — 21,298 Goodwill — 358,693 — 358,693 Intangible assets, net — 144,131 — 144,131 Other non-current assets — 4,995 — 4,995 Other assets of discontinued operations — 529,117 — 529,117 Total assets of discontinued operations $ 2,791,362 $ 922,492 $ 2,727 $ 3,716,581 Liabilities Current liabilities: Medical costs payable $ 691,221 $ 290,296 $ — $ 981,517 Accounts payable 160,707 10,858 — 171,565 Risk adjustment payable 1,942,643 1,247 — 1,943,890 Unearned revenue — — 242 242 Other current liabilities 19,373 40,002 647 60,022 Current liabilities of discontinued operations 2,813,944 342,403 889 3,157,236 Total liabilities of discontinued operations $ 2,813,944 $ 342,403 $ 889 $ 3,157,236 Revenue Recognition: We record adjustments for changes to the risk adjustment balances for individual policies in premium revenue. The risk adjustment program adjusts premiums based on the demographic factors and health status of each consumer as derived from current-year medical diagnoses as reported throughout the year. Under the risk adjustment program, a risk score is assigned to each covered consumer to determine an average risk score at the individual and small-group level by legal entity in a particular market in a state. Additionally, an average risk score is determined for the entire subject population for each market in each state. Settlements are determined on a net basis by legal entity and state and are made in the middle of the year following the end of the contract year. Each health insurance issuer’s average risk score is compared to the state’s average risk score. Risk adjustment is subject to audit by the U.S. Department of Health and Human Services (“HHS”), which could result in future payments applicable to benefit years. Premium revenue under the MA program includes CMS monthly premiums that are risk adjusted based on CMS defined formulas using consumer demographics and hierarchical condition category codes (“HCC risk scores”) calculated based on historical data submitted to CMS on a lagged basis. Risk Adjustment Factor-related (“RAF”) premiums settle between CMS and the Company during both a midyear and final reconciliation process. Due to the lagged nature of the reconciliation and settlement, RAF-related premiums are estimated based on the lagged information that we submitted to CMS. The accuracy of the data submissions to CMS used in the RAF reconciliation are subject to CMS audit under the RADV audits and could result in future adjustments to premiums. Restructuring Charges: As a result of the strategic changes, we announced and have taken actions to restructure the Company’s workforce and reduce expenses based on our updated business model. There were no restructuring charges for the three and six months ended June 30, 2022 . Restructuring charges within our discontinued operations for the three and six months ended June 30, 2023 were as follows (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2023 2023 Employee termination benefits $ 213 $ 3,177 Long-lived asset impairments 2,489 7,429 Contract termination and other costs (1,041) (989) Total discontinued operations restructuring charges $ 1,661 $ 9,617 Restructuring accrual activity recorded by major type for the six months ended June 30, 2023 was as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2023 $ 16,053 $ 29,053 $ 45,106 Charges 3,177 (989) 2,188 Cash payments (12,409) 199 (12,210) Balance at June 30, 2023 $ 6,821 $ 28,263 $ 35,084 Employee termination benefits are recorded within Other current liabilities of discontinued operations while contract termination costs are recorded within Accounts payable of discontinued operations. Fixed Maturity Securities: Available-for-sale securities within our discontinued operations are reported at fair value as of June 30, 2023 and December 31, 2022. Held-to-maturity securities are reported at amortized cost as of June 30, 2023 and December 31, 2022. The following is a summary of our investment securities (in thousands) : June 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 564,557 $ 14 $ — $ 564,571 Available for sale: U.S. government and agency obligations 975,759 128 (270) 975,617 Corporate obligations 3,025 — (27) 2,998 State and municipal obligations 4,169 — (8) 4,161 Certificates of deposit 3,661 — — 3,661 Mortgage backed securities 1,695 — (149) 1,546 Asset-backed securities 698 3 — 701 Total available-for-sale securities 989,007 131 (454) 988,684 Held to maturity: U.S. government and agency obligations 6,512 — (113) 6,399 Certificates of deposit 331 — — 331 Total held-to-maturity securities 6,843 — (113) 6,730 Total investments $ 1,560,407 $ 145 $ (567) $ 1,559,985 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 963,062 $ 32 $ — $ 963,094 Available for sale: U.S. government and agency obligations 372,244 1 (3,239) 369,006 Corporate obligations 520,619 521 (714) 520,426 State and municipal obligations 10,308 — (96) 10,212 Certificates of deposit 12,012 — (2) 12,010 Mortgage-backed securities 154,167 46 (156) 154,057 Asset backed securities 59,289 — — 59,289 Other 386 — (14) 372 Total available-for-sale securities 1,129,025 568 (4,221) 1,125,372 Held to maturity: U.S. government and agency obligations 6,622 — (158) 6,464 Certificates of deposit 1,936 — — 1,936 Total held-to-maturity securities 8,558 — (158) 8,400 Total investments $ 2,100,645 $ 600 $ (4,379) $ 2,096,866 We believe that we will collect the principal and interest due on our debt securities that have an amortized cost in excess of fair value. The unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit quality associated with these securities. At each reporting period, we evaluate securities for impairment when the fair value of the investment is less than its amortized cost. We evaluated the underlying credit quality and credit ratings of the issuers, noting no significant deterioration since purchase. Fair Value Measurements: As of June 30, 2023, investments and cash equivalents within our discontinued operations were comprised of $1.5 billion and $53.2 million with fair value measurements of Level 1 and Level 2, respectively. As of December 31, 2022, the investments and cash equivalents within our discontinued operations were comprised of $1.3 billion and $826.0 million with fair value measurements of Level 1 and Level 2, respectively. Medical Costs Payable: The table below details the components making up the medical costs payable within current liabilities of discontinued operations (in thousands) : Bright HealthCare - Commercial Bright HealthCare June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022 Claims unpaid $ 49,474 $ 60,856 $ 41,236 $ 41,188 Provider incentive payable 1,454 310 31,424 40,908 Claims adjustment expense liability 6,993 46,490 4,981 6,732 Incurred but not reported (IBNR) 40,562 583,564 173,628 201,468 Total medical costs payable of discontinued operations $ 98,483 $ 691,220 $ 251,269 $ 290,296 The following table shows the components of the change in medical costs payable for the six months ended June 30 (in thousand s) : Bright Health Care 2023 2022 Medical costs payable - January 1 $ 290,296 $ 240,854 Incurred related to: Current year 810,631 747,953 Prior year 16,058 8,662 Total incurred 826,689 756,615 Paid related to: Current year 602,338 523,662 Prior year 263,378 206,329 Total paid 865,716 729,991 Medical costs payable - June 30 $ 251,269 $ 267,478 Risk Adjustment: We record adjustments for changes to the risk adjustment balances for individual policies in premium revenue. The risk adjustment program adjusts premiums based on the demographic factors and health status of each consumer as derived from current-year medical diagnoses as reported throughout the year. Under the risk adjustment program, a risk score is assigned to each covered consumer to determine an average risk score at the individual and small-group level by legal entity in a particular market in a state. Additionally, an average risk score is determined for the entire subject population for each market in each state. Settlements are determined on a net basis by legal entity and state and are made in the middle of the year following the end of the contract year. Each health insurance issuer’s average risk score is compared to the state’s average risk score. Risk adjustment is subject to audit by HHS, which could result in future payments applicable to benefit years. |