DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS In 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 that 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 substantial payments of 2022 risk adjustment payable liabilities during the third quarter of 2023. We expect to be substantially complete with medical claim payments by the end of 2023 and we will continue to make payments towards the remaining risk adjustment obligations through 2024 and early 2025. 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 September 30 were as follows (in thousands) : Three Months Ended September 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (2,237) $ 439,267 $ — $ 437,030 Service revenue — — — — Investment income 19,923 39 — 19,962 Total revenue from discontinued operations 17,686 439,306 — 456,992 Operating expenses: Medical costs 53,331 399,492 — 452,823 Operating costs 15,873 54,022 106 70,001 Depreciation and amortization — — — — Total operating expenses from discontinued operations 69,204 453,514 106 522,824 Operating loss from discontinued operations (51,518) (14,208) (106) (65,832) Interest expense (2,011) — — (2,011) Loss from discontinued operations before income taxes (53,529) (14,208) (106) (67,843) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (53,529) $ (14,208) $ (106) $ (67,843) Three Months Ended September 30, 2022 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ 992,661 $ 374,861 $ — $ 1,367,522 Service revenue 38 — 2,001 2,039 Investment income 6,849 36 — 6,885 Total revenue from discontinued operations 999,548 374,897 2,001 1,376,446 Operating expenses: Medical costs 913,574 340,685 — 1,254,259 Operating costs 157,918 49,297 3,389 210,604 Goodwill impairment 4,148 70,017 — 74,165 Depreciation and amortization — 4,417 539 4,956 Total operating expenses from discontinued operations 1,075,640 464,416 3,928 1,543,984 Operating loss from discontinued operations (76,092) (89,519) (1,927) (167,538) Interest expense — — — — Loss from discontinued operations before income taxes (76,092) (89,519) (1,927) (167,538) Income tax expense (benefit) (1) (1,649) 11 (1,639) Net loss from discontinued operations $ (76,091) $ (87,870) $ (1,938) $ (165,899) Nine Months Ended September 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (16,824) $ 1,336,116 $ — $ 1,319,292 Service revenue 30 — 2,383 2,413 Investment income 61,934 477 — 62,411 Total revenue from discontinued operations 45,140 1,336,593 2,383 1,384,116 Operating expenses: Medical costs 113,933 1,228,331 — 1,342,264 Operating costs 107,166 164,652 2,472 274,290 Depreciation and amortization — 5,872 — 5,872 Total operating expenses from discontinued operations 221,099 1,398,855 2,472 1,622,426 Operating loss from discontinued operations (175,959) (62,262) (89) (238,310) Interest expense (2,011) — — (2,011) Loss from discontinued operations before income taxes (177,970) (62,262) (89) (240,321) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (177,970) $ (62,262) $ (89) $ (240,321) Nine Months Ended September 30, 2022 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ 3,134,624 $ 1,191,233 $ — $ 4,325,857 Service revenue 108 — 6,243 6,351 Investment income 13,099 83 — 13,182 Other income — — 799 799 Total revenue from discontinued operations 3,147,831 1,191,316 7,042 4,346,189 Operating expenses: Medical costs 2,717,841 1,095,455 — 3,813,296 Operating costs 702,296 132,799 11,921 847,016 Goodwill impairment 4,148 70,017 — 74,165 Intangible assets impairment 6,720 — — 6,720 Depreciation and amortization 145 13,292 1,453 14,890 Total operating expenses from discontinued operations 3,431,150 1,311,563 13,374 4,756,087 Operating loss from discontinued operations (283,319) (120,247) (6,332) (409,898) Interest expense — — — — Loss from discontinued operations before income taxes (283,319) (120,247) (6,332) (409,898) Income tax expense (benefit) (3) (8,390) 13 (8,380) Net loss from discontinued operations $ (283,316) $ (111,857) $ (6,345) $ (401,518) The following table presents cash flows from operating and investing activities for discontinued operations for the nine months ended September 30, 2023 (in thousands) : Cash used in operating activities - discontinued operations (2,310,771) Cash provided by investing activities - discontinued operations 1,145,441 Assets and liabilities of discontinued operations were as follows (in thousands) : September 30, 2023 Bright HealthCare - Commercial Bright HealthCare Total Assets Current assets: Cash and cash equivalents $ 279,198 $ 330,789 $ 609,987 Short-term investments 9,948 676 10,624 Accounts receivable, net of allowance 1,792 77,670 79,462 Prepaids and other current assets 18,455 132,544 150,999 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 309,393 1,059,301 1,368,694 Total assets of discontinued operations $ 309,393 $ 1,059,301 $ 1,368,694 Liabilities Current liabilities: Medical costs payable $ 49,462 $ 268,271 $ 317,733 Accounts payable 26,879 6,807 33,686 Risk adjustment payable 402,354 — 402,354 Unearned revenue — 137,733 137,733 Other current liabilities 18,981 64,015 82,996 Current liabilities of discontinued operations 497,676 476,826 974,502 Total liabilities of discontinued operations $ 497,676 $ 476,826 $ 974,502 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. Goodwill: Due to the decline in our stock price and market capitalization, we performed an interim goodwill impairment analysis for the period ended September 30, 2023. We estimated the fair value of the Bright HealthCare reporting units by using the Molina purchase price as an approximate fair value; as a result we determined that no impairment of the goodwill assigned to the Bright HealthCare reporting unit was necessary. 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 nine months ended September 30, 2022 . Restructuring charges within our discontinued operations for the three and nine months ended September 30, 2023 were as follows (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2023 2023 Employee termination benefits $ 451 $ 3,628 Long-lived asset impairments — 7,429 Contract termination and other costs 12 (977) Total discontinued operations restructuring charges $ 463 $ 10,080 Restructuring accrual activity recorded by major type for the nine months ended September 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 3,628 (977) 2,651 Cash payments (15,001) (3,213) (18,214) Balance at September 30, 2023 $ 4,680 $ 24,863 $ 29,543 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 September 30, 2023 and December 31, 2022. Held-to-maturity securities are reported at amortized cost as of September 30, 2023 and December 31, 2022. The following is a summary of our investment securities (in thousands) : September 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 90,952 $ — $ — $ 90,952 Available for sale: U.S. government and agency obligations 1,940 — (116) 1,824 Corporate obligations 874 — (16) 858 Mortgage backed securities 1,553 — (150) 1,403 Total available-for-sale securities 4,367 — (282) 4,085 Held to maturity: U.S. government and agency obligations 6,305 — (84) 6,221 Certificates of deposit 318 — — 318 Total held-to-maturity securities 6,623 — (84) 6,539 Total investments $ 101,942 $ — $ (366) $ 101,576 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: Certain assets and liabilities are measured at fair value in the condensed consolidated financial statements or have fair values disclosed in the notes to the condensed consolidated financial statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP. Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets or quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument see Note 5 to the audited consolidated financial statements included in our 2022 Form 10-K. As of September 30, 2023, investments and cash equivalents within our discontinued operations were comprised of $78.7 million and $22.9 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 September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Claims unpaid $ 18,668 $ 24,029 $ 53,604 $ 48,989 Provider incentive payable 310 4,347 41,882 36,302 Claims adjustment expense liability 5,438 13,796 4,820 5,732 Incurred but not reported (IBNR) 25,046 552,285 167,965 179,505 Total medical costs payable of discontinued operations $ 49,462 $ 594,457 $ 268,271 $ 270,528 The following table shows the components of the change in medical costs payable for the nine months ended September 30 (in thousands) : Bright Health Care 2023 2022 Medical costs payable - January 1 $ 290,296 $ 240,854 Incurred related to: Current year 1,200,160 1,102,586 Prior year 26,195 3,296 Total incurred 1,226,355 1,105,882 Paid related to: Current year 962,131 849,253 Prior year 286,249 226,955 Total paid 1,248,380 1,076,208 Medical costs payable - September 30 $ 268,271 $ 270,528 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. Our insurance subsidiaries in Colorado, Florida, Illinois and Texas entered into repayment agreements with CMS with respect to the unpaid amount of their risk adjustment obligations for an aggregate amount of $380 million (the "Repayment Agreements"). The amount owing under the Repayment Agreements is due 18 months from September 15, 2023 (the date the first installment payment was made under the Repayment Agreements) and bears interest at a rate of 11.5% per annum. In late September 2023 we received additional RADV invoices from CMS relating to the 2021 plan year in the amount of $22.6 million; these invoices were subsequently paid in full in October 2023. Restricted Capital and Surplus: Our regulated insurance legal entities are required by statute to meet and maintain a minimum level of capital as stated in applicable state regulations, such as risk-based capital requirements. These balances are monitored regularly to ensure compliance with these regulations. For the period ended September 30, 2023, we are out of compliance with the minimum levels for certain of our regulated insurance legal entities. |