Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40537 | |
Entity Registrant Name | BRIGHT HEALTH GROUP, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-4991296 | |
Entity Address, Address Line One | 8000 Norman Center Drive, Suite 900 | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55437 | |
City Area Code | 612 | |
Local Phone Number | 238-1321 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BHG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,982,087 | |
Entity Central Index Key | 0001671284 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 113,430 | $ 217,006 | |
Short-term investments | 156 | 869 | |
Accounts receivable, net of allowance of $8,932 and $6,098, respectively | 32,663 | 19,576 | |
ACO REACH performance year receivable | 350,478 | 99,181 | |
Current assets of discontinued operations (Note 15) | 1,368,694 | 3,187,464 | |
Prepaids and other current assets | 46,542 | 46,538 | |
Total current assets | 1,911,963 | 3,570,634 | |
Other assets: | |||
Long-term investments | 344 | 5,401 | |
Property, equipment and capitalized software, net | 17,517 | 21,298 | |
Goodwill | 0 | 401,385 | |
Intangible assets, net | 96,150 | 104,952 | |
Long-term assets of discontinued operations (Note 15) | 0 | 529,117 | |
Other non-current assets | 29,792 | 32,265 | |
Total other assets | 143,803 | 1,094,418 | |
Total assets | 2,055,766 | 4,665,052 | |
Current liabilities: | |||
Medical costs payable | 169,778 | 116,021 | |
Accounts payable | 10,687 | 18,714 | |
ACO REACH performance year obligation | 224,908 | 0 | |
Short-term borrowings | 353,947 | 303,947 | |
Current liabilities of discontinued operations (Note 15) | 974,502 | 3,157,236 | |
Warrant liability (Note 6) | 9,874 | 0 | |
Other current liabilities | 86,806 | 97,241 | |
Total current liabilities | 1,830,502 | 3,693,159 | |
Other liabilities | 30,655 | 32,208 | |
Total liabilities | 1,861,157 | 3,725,367 | |
Commitments and contingencies (Note 10) | |||
Redeemable noncontrolling interests | 327,263 | 219,758 | |
Redeemable Series A and B preferred stock | 920,417 | 920,417 | |
Shareholders’ equity (deficit): | |||
Common stock, $0.0001 par value; 3,000,000,000 shares authorized in 2023 and 2022; 7,981,802 and 7,878,394 shares issued and outstanding in 2023 and 2022*, respectively | [1] | 1 | 1 |
Additional paid-in capital | 3,037,946 | 2,972,333 | |
Accumulated deficit | (4,078,133) | (3,156,395) | |
Accumulated other comprehensive loss | (885) | (4,429) | |
Treasury Stock, at cost, 31,526 shares at September 30, 2023, and December 31, 2022*, respectively | [1] | (12,000) | (12,000) |
Total shareholders’ equity (deficit) | (1,053,071) | (200,490) | |
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit) | 2,055,766 | 4,665,052 | |
Redeemable Series A preferred stock | |||
Current liabilities: | |||
Redeemable Series A and B preferred stock | 747,481 | 747,481 | |
Redeemable Series B preferred stock | |||
Current liabilities: | |||
Redeemable Series A and B preferred stock | $ 172,936 | $ 172,936 | |
[1]*Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 80 reverse stock split |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Accounts receivable, allowance for credit loss | $ | $ 8,932 | $ 8,932 | $ 6,098 |
Redeemable preferred stock, shares outstanding (in shares) | 925,000 | 925,000 | 925,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued (in shares) | 7,981,802 | 7,981,802 | 7,878,394 |
Common stock, shares outstanding (in shares) | 7,981,802 | 7,981,802 | 7,878,394 |
Treasury stock, at cost (in shares) | 31,526 | 31,526 | 31,526 |
Reverse stock splits (in shares) | 0.0125 | 0.0125 | 0.0125 |
Series A Preferred Stock | |||
Redeemable preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares authorized (in shares) | 750,000 | 750,000 | 750,000 |
Redeemable preferred stock, shares issued (in shares) | 750,000 | 750,000 | 750,000 |
Redeemable preferred stock, shares outstanding (in shares) | 750,000 | 750,000 | 750,000 |
Series B Preferred Stock | |||
Redeemable preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares authorized (in shares) | 175,000 | 175,000 | 175,000 |
Redeemable preferred stock, shares issued (in shares) | 175,000 | 175,000 | 175,000 |
Redeemable preferred stock, shares outstanding (in shares) | 175,000 | 175,000 | 175,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Revenue, Product and Service [Extensible Enumeration] | Service [Member] | Service [Member] | Service [Member] | Service [Member] | |
Revenue: | |||||
ACO REACH revenue | $ 200,044 | $ 145,433 | $ 676,845 | $ 465,435 | |
Investment income (loss) | 6 | 4,848 | 16 | (52,301) | |
Total revenue | 269,399 | 193,363 | 867,931 | 523,467 | |
Operating expenses: | |||||
Medical costs | 226,438 | 152,150 | 731,718 | 462,399 | |
Operating costs | 72,532 | 85,566 | 221,697 | 261,351 | |
Goodwill impairment | 401,385 | 0 | 401,385 | 0 | |
Intangible assets impairment | 0 | 42,611 | 0 | 42,611 | |
Bad debt expense | 22,421 | 11 | 23,054 | 11 | |
Restructuring charges | 5,281 | 5 | 6,867 | 9,662 | |
Depreciation and amortization | 4,117 | 8,947 | 14,271 | 25,283 | |
Total operating expenses | 732,174 | 289,290 | 1,398,992 | 801,317 | |
Operating loss | (462,775) | (95,927) | (531,061) | (277,850) | |
Interest expense | 10,041 | 4,905 | 26,998 | 6,435 | |
Warrant expense | 9,874 | 0 | 9,874 | 0 | |
Other income | 0 | (2) | 0 | 0 | |
Loss from continuing operations before income taxes | (482,690) | (100,830) | (567,933) | (284,285) | |
Income tax (benefit) expense | (3,385) | 3,401 | (3,018) | 16,286 | |
Net loss from continuing operations | (479,305) | (104,231) | (564,915) | (300,571) | |
Loss from discontinued operations, net of tax (Note 15) | (67,843) | (165,899) | (240,321) | (401,518) | |
Net Loss | (547,148) | (270,130) | (805,236) | (702,089) | |
Net earnings from continuing operations attributable to noncontrolling interests | (86,747) | (46,710) | (116,502) | (84,651) | |
Net loss attributable to Bright Health Group, Inc. common shareholders | $ (646,357) | $ (326,524) | $ (958,267) | $ (814,823) | |
Basic and diluted loss per share attributable to Bright Health Group, Inc. common shareholders | |||||
Continuing operations, basic (in dollars per share) | $ (72.52) | $ (20.41) | $ (90.36) | $ (52.55) | |
Continuing operations, diluted (in dollars per share) | (72.52) | (20.41) | (90.36) | (52.55) | |
Discontinued operations, basic (in dollars per share) | (8.51) | (21.07) | (30.25) | (51.05) | |
Discontinued operations, diluted (in dollars per share) | (8.51) | (21.07) | (30.25) | (51.05) | |
Net loss per share attributable to common stockholders, basic (in dollars per share) | (81.03) | (41.48) | (120.61) | (103.60) | |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (81.03) | $ (41.48) | $ (120.61) | $ (103.60) | |
Basic weighted-average common shares outstanding (in shares) | [1] | 7,977 | 7,871 | 7,945 | 7,865 |
Diluted weighted-average common shares outstanding (in shares) | [1] | 7,977 | 7,871 | 7,945 | 7,865 |
Series A Preferred Stock | |||||
Operating expenses: | |||||
Series A and B preferred stock dividend accrued | $ (10,178) | $ (9,684) | $ (29,834) | $ (28,083) | |
Series B Preferred Stock | |||||
Operating expenses: | |||||
Series A and B preferred stock dividend accrued | (2,284) | 0 | (6,695) | 0 | |
Capitated revenue | |||||
Revenue: | |||||
Revenue | 60,371 | 33,006 | 159,683 | 79,295 | |
Service revenue | |||||
Revenue: | |||||
Revenue | $ 8,978 | $ 10,076 | $ 31,387 | $ 31,038 | |
[1]*Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 80 reverse stock split |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Income (Loss) (Parenthetical) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
May 19, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||||||||
Reverse stock splits (in shares) | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (547,148) | $ (270,130) | $ (805,236) | $ (702,089) |
Other comprehensive (loss) income: | ||||
Unrealized investment holding gains (losses) arising during the year, net of tax of $0 and $0, respectively | 70 | (33,146) | 5,381 | (82,704) |
Less: reclassification adjustments for investment (losses) gains, net of tax of $0 and $0, respectively | 56 | (1,615) | 1,837 | (4,122) |
Other comprehensive (loss) income | 14 | (31,531) | 3,544 | (78,582) |
Comprehensive loss | (547,134) | (301,661) | (801,692) | (780,671) |
Comprehensive loss attributable to noncontrolling interests | (86,747) | (46,710) | (116,502) | (84,651) |
Comprehensive loss attributable to Bright Health Group, Inc. common shareholders | $ (633,881) | $ (348,371) | $ (918,194) | $ (865,322) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized investment holding (losses) gains arising during the year, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Reclassification adjustments for investment gains, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | ||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||||
Redeemable Preferred Stock | ||||||||
Issuance of preferred stock (in shares) | 750,000 | |||||||
Issuance of preferred stock | $ 747,481 | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 750,000 | |||||||
Ending balance at Mar. 31, 2022 | $ 747,481 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 7,858,000 | ||||||
Beginning balance at Dec. 31, 2021 | 1,145,120 | $ 1 | $ 2,861,305 | $ (1,700,851) | $ (3,335) | $ (12,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (195,234) | (195,234) | ||||||
Issuance of common stock (in shares) | [1] | 5,000 | ||||||
Issuance of common stock | 257 | 257 | ||||||
Share-based compensation | 32,921 | 32,921 | ||||||
Other comprehensive loss | (26,340) | (26,340) | ||||||
Ending balance (in shares) at Mar. 31, 2022 | [1] | 7,863,000 | ||||||
Ending balance at Mar. 31, 2022 | $ 956,724 | $ 1 | 2,894,483 | (1,896,085) | (29,675) | (12,000) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 750,000 | |||||||
Ending balance at Sep. 30, 2022 | $ 747,481 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 7,858,000 | ||||||
Beginning balance at Dec. 31, 2021 | 1,145,120 | $ 1 | 2,861,305 | (1,700,851) | (3,335) | (12,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Other comprehensive loss | (78,582) | |||||||
Ending balance (in shares) at Sep. 30, 2022 | [1] | 7,874,000 | ||||||
Ending balance at Sep. 30, 2022 | $ 358,375 | $ 1 | 2,939,882 | (2,487,591) | (81,917) | (12,000) | ||
Beginning balance (in shares) at Mar. 31, 2022 | 750,000 | |||||||
Beginning balance at Mar. 31, 2022 | $ 747,481 | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 750,000 | |||||||
Ending balance at Jun. 30, 2022 | $ 747,481 | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | [1] | 7,863,000 | ||||||
Beginning balance at Mar. 31, 2022 | 956,724 | $ 1 | 2,894,483 | (1,896,085) | (29,675) | (12,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (274,666) | (274,666) | ||||||
Issuance of common stock (in shares) | [1] | 4,000 | ||||||
Issuance of common stock | 415 | 415 | ||||||
Share-based compensation | 20,220 | 20,220 | ||||||
Other comprehensive loss | (20,711) | (20,711) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | [1] | 7,867,000 | ||||||
Ending balance at Jun. 30, 2022 | $ 681,982 | $ 1 | 2,915,118 | (2,170,751) | (50,386) | (12,000) | ||
Ending balance (in shares) at Sep. 30, 2022 | 750,000 | |||||||
Ending balance at Sep. 30, 2022 | $ 747,481 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (316,840) | (316,840) | ||||||
Issuance of common stock (in shares) | [1] | 7,000 | ||||||
Issuance of common stock | 642 | 642 | ||||||
Share-based compensation | 24,122 | 24,122 | ||||||
Other comprehensive loss | (31,531) | (31,531) | ||||||
Ending balance (in shares) at Sep. 30, 2022 | [1] | 7,874,000 | ||||||
Ending balance at Sep. 30, 2022 | $ 358,375 | $ 1 | 2,939,882 | (2,487,591) | (81,917) | (12,000) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 925,000 | |||||||
Beginning balance at Dec. 31, 2022 | $ 920,417 | |||||||
Ending balance (in shares) at Mar. 31, 2023 | 925,000 | |||||||
Ending balance at Mar. 31, 2023 | $ 920,417 | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 7,878,394 | 7,878,000 | [2] | |||||
Beginning balance at Dec. 31, 2022 | $ (200,490) | $ 1 | 2,972,333 | (3,156,395) | (4,429) | (12,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (175,011) | (175,011) | ||||||
Issuance of common stock (in shares) | [2] | 74,000 | ||||||
Issuance of common stock | 1 | 1 | ||||||
Share-based compensation | 33,320 | 33,320 | ||||||
Other comprehensive loss | 2,193 | 2,193 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | [2] | 7,952,000 | ||||||
Ending balance at Mar. 31, 2023 | $ (339,987) | $ 1 | 3,005,654 | (3,331,406) | (2,236) | (12,000) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 925,000 | |||||||
Beginning balance at Dec. 31, 2022 | $ 920,417 | |||||||
Ending balance (in shares) at Sep. 30, 2023 | 925,000 | |||||||
Ending balance at Sep. 30, 2023 | $ 920,417 | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 7,878,394 | 7,878,000 | [2] | |||||
Beginning balance at Dec. 31, 2022 | $ (200,490) | $ 1 | 2,972,333 | (3,156,395) | (4,429) | (12,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Other comprehensive loss | $ 3,544 | |||||||
Ending balance (in shares) at Sep. 30, 2023 | 7,981,802 | 7,982,000 | ||||||
Ending balance at Sep. 30, 2023 | $ (1,053,071) | $ 1 | 3,037,946 | (4,078,133) | (885) | (12,000) | ||
Beginning balance (in shares) at Mar. 31, 2023 | 925,000 | |||||||
Beginning balance at Mar. 31, 2023 | $ 920,417 | |||||||
Ending balance (in shares) at Jun. 30, 2023 | 925,000 | |||||||
Ending balance at Jun. 30, 2023 | $ 920,417 | |||||||
Beginning balance (in shares) at Mar. 31, 2023 | [2] | 7,952,000 | ||||||
Beginning balance at Mar. 31, 2023 | (339,987) | $ 1 | 3,005,654 | (3,331,406) | (2,236) | (12,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (112,832) | (112,832) | ||||||
Issuance of common stock (in shares) | [2] | 20,000 | ||||||
Issuance of common stock | 1 | 1 | ||||||
Share-based compensation | 15,775 | 15,775 | ||||||
Other comprehensive loss | 1,337 | 1,337 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | [2] | 7,972,000 | ||||||
Ending balance at Jun. 30, 2023 | $ (435,706) | $ 1 | 3,021,430 | (3,444,238) | (899) | (12,000) | ||
Ending balance (in shares) at Sep. 30, 2023 | 925,000 | |||||||
Ending balance at Sep. 30, 2023 | $ 920,417 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (633,895) | (633,895) | ||||||
Issuance of common stock (in shares) | [2] | 10,000 | ||||||
Share-based compensation | 16,516 | 16,516 | ||||||
Other comprehensive loss | $ 14 | 14 | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 7,981,802 | 7,982,000 | ||||||
Ending balance at Sep. 30, 2023 | $ (1,053,071) | $ 1 | $ 3,037,946 | $ (4,078,133) | $ (885) | $ (12,000) | ||
[1]*Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 80 reverse stock split[2]*Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 80 reverse stock split |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders’ Equity (Deficit) (Parenthetical) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
May 19, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||||||
Reverse stock splits (in shares) | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (805,236) | $ (702,089) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 20,149 | 40,173 |
Impairment of intangible assets | 0 | 49,331 |
Impairment of goodwill | 401,385 | 74,165 |
Share-based compensation | 65,611 | 77,263 |
Deferred income taxes | (3,063) | 1,590 |
Unrealized loss on equity securities | 0 | 58,821 |
Amortization of investments | (17,946) | 3,236 |
Warrant expense | 9,874 | 0 |
Other, net | 3,812 | 6,377 |
Changes in assets and liabilities, net of acquired assets and liabilities: | ||
Accounts receivable | (27,438) | 10,934 |
ACO REACH performance year receivable | (251,297) | (234,776) |
Other assets | 132,645 | (77,551) |
Medical cost payable | (610,027) | 149,970 |
Risk adjustment payable | (1,541,536) | 377,789 |
Accounts payable and other liabilities | (124,295) | (21,188) |
Unearned revenue | 127,135 | 142,597 |
ACO REACH performance year obligation | 224,908 | 155,145 |
Net cash (used in) provided by operating activities | (2,395,319) | 111,787 |
Cash flows from investing activities: | ||
Purchases of investments | (830,176) | (1,422,025) |
Proceeds from sales, paydown, and maturities of investments | 1,978,925 | 980,763 |
Purchases of property and equipment | (2,626) | (21,579) |
Business divestitures, net of cash disposed of | (682) | 0 |
Business acquisitions, net of cash acquired | 0 | (310) |
Net cash provided by (used in) investing activities | 1,145,441 | (463,151) |
Cash flows from financing activities: | ||
Proceeds from short-term borrowings | 50,000 | 303,947 |
Repayments of short-term borrowings | 0 | (155,000) |
Proceeds from issuance of preferred stock | 0 | 747,481 |
Proceeds from issuance of common stock | 2 | 1,314 |
Distributions to noncontrolling interest holders | (8,997) | (2,032) |
Net cash provided by financing activities | 41,005 | 895,710 |
Net (decrease)/ increase in cash and cash equivalents | (1,208,873) | 544,346 |
Cash and cash equivalents – beginning of year | 1,932,290 | 1,061,179 |
Cash and cash equivalents – end of period | 723,417 | 1,605,525 |
Supplemental disclosures of cash flow information: | ||
Changes in unrealized loss on available-for-sale securities in OCI | 3,544 | (78,582) |
Cash paid for interest | $ 12,509 | $ 3,171 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION Organization: Bright Health Group, Inc. and subsidiaries (collectively, “Bright Health,” “we,” “our,” “us,” or the “Company”) was founded in 2015 to transform healthcare. Our mission of Making Healthcare Right. Together. is built upon the belief that by aligning the best local resources in healthcare delivery with the financing of care we can drive a superior consumer experience, optimize clinical outcomes, reduce systemic waste, and lower costs. We are a healthcare company building a national Integrated System of Care in close partnership with our Care Partners. Our differentiated approach is built on alignment, focused on the consumer, and powered by technology. Our continuing Consumer Care business operates in two segments: Care Delivery and Care Solutions. Care Delivery provides primary comprehensive services in our clinics with wrap around care management and care coordination activities for those members where we take full or partial risk from a diverse set of payor partners. Care Solutions is our provider enablement business that facilitates care coordination activities using population health tools including technology and data analytics, and provides clinical solutions and care teams to support patients managed through our affiliate partners. Basis of Presentation: The condensed consolidated financial statements include the accounts of Bright Health Group, Inc. and all subsidiaries and controlled companies. All intercompany balances and transactions are eliminated upon consolidation. The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. We have omitted certain footnote disclosures that would substantially duplicate the disclosures in our audited consolidated financial statements, unless the information contained in those disclosures materially changed or is required by GAAP. As such, the condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022 included in our Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). The accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for fair presentation of the interim financial statements. Discontinued Operations: H aving met the criteria for “held for sale,” we have reflected amounts relating to Bright HealthCare, comprised of the California Medicare Advantage business, as a disposal group classified as held for sale and included as part of discontinued operations in accordance with Accounting Standards Codification (“ASC”) 205-20. The combined assets are valued at the lower of their carrying amount or fair value, net of costs to sell and included as current assets on the Company’s condensed consolidated balance sheet. Assets classified as held for sale are not depreciated. However, interest attributable to the liabilities associated with assets classified as held for sale and other related expenses continue to be accrued. Bright HealthCare is no longer included in the segment reporting following the reclassification to discontinued operations. Refer to Note 15 for further discussion of our discontinued operations inclusive of Bright HealthCare and Bright HealthCare - Commercial. Use of Estimates: The preparation of our condensed consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Our most significant estimates include medical costs payable, ACO REACH performance year receivable and obligation, shared savings and shared losses for our capitation contracts, and valuation and impairment of goodwill and other intangible assets. Actual results could differ from these estimate s. Going Concern: The condensed consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a history of operating losses, and we generated a net loss of $805.2 million for the nine months ended September 30, 2023. Additionally, the Company experienced negative operating cash flows primarily related to our discontinued Bright HealthCare – Commercial segment for the nine months ended September 30, 2023, requiring additional cash to be infused to satisfy statutory capital requirements. The Company settled in cash $1.5 billion of 2022 related risk adjustment obligations in September 2023, and entered into repayment agreements for an aggregate amount of $380 million with the Centers for Medicare & Medicaid Services’ (“CMS”) with respect to the unpaid amount of risk adjustment obligations. The amount owing under the repayment agreements is due 18 months from September 15, 2023 and bears interest at a rate of 11.5% per annum. The Company intends to use a portion of the proceeds from the pending sale of its California Medicare Advantage business to pay certain remaining amounts due under the repayment agreements. The Company’s IFP discontinued operations will also continue to experience negative cash flows through the fourth quarter of 2023 as it pays out the remaining inventory of medical claims. In addition, the Company’s $350.0 million revolving credit agreement with a syndicate of banks (the “Credit Agreement”), matures on February 28, 2024. On March 1, 2023, the Company disclosed that during the First Quarter of 2023, it had breached the minimum liquidity covenant contained in the Credit Agreement. On June 29, 2023, the Company entered into a second amended and restated limited waiver and consent (the “Third Waiver”) under the Credit Agreement. The Third Waiver amended and restated the amended and restated limited waiver and consent entered into by the Company under the Credit Agreement on April 28, 2023 (the “Second Waiver”), which had amended and restated the limited waiver and consent entered into by the Company under the Credit Agreement on February 28, 2023 (the “Original Waiver”). The Third Waiver amended the Second Waiver and the Original Waiver by, among other things, extending the temporary waiver of compliance with the minimum liquidity covenant set forth in Section 11.12.2 of the Credit Agreement, which spanned from January 25, 2023 to June 30, 2023 under the Original Waiver and the Second Waiver, to January 25, 2023 to August 29, 2023 (the “Extended Waiver Period”). The Third Waiver also, among other things, added covenants (a) requiring the Company to deliver by July 17, 2023, an agreed term sheet for an equity or debt financing (the “Bridge Financing”) to support the Company’s ongoing operating cash needs through December 31, 2023 and, by July 31, 2023 (extended to August 4, 2023), definitive documentation for the Bridge Financing and an updated budget of the Company, (b) prohibiting the incurrence of certain types of debt and (c) requiring the Company not to request any interest period for any term SOFR borrowing other than a one-month interest period. On August 4, 2023, the Company entered into a Credit Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “New Credit Agreement”), among the Company, NEA 18 Venture Growth Equity, L.P. (“NEA”) and the lenders from time to time party thereto (together with NEA and each of their respective successors and assigns, the “Lenders”), to provide for a credit facility pursuant to which, among other things, the lenders have provided $60.0 million delayed draw term loan commitments. The Company may borrow delayed draw term loans under such commitments at any time and from time to time on or prior to the date that is nine months after the effective date of the New Credit Agreement, subject to the satisfaction or waiver of customary conditions. Borrowings under the New Credit Agreement accrue interest at a rate per annum of 15.00%, payable quarterly in arrears at the Company’s election, subject to limitations set forth in the Fourth Waiver (defined below) in respect of cash payments under the New Credit Agreement, either in cash or “in kind” by adding the amount of accrued interest to the principal amount of the outstanding loans under the New Credit Agreement. The New Credit Agreement contains covenants that, among other things, restrict the ability of the Company and its subsidiaries to make certain restricted payments, incur additional debt, engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain transactions with affiliates, change its business or make investments. The New Credit Agreement constitutes the Bridge Financing referred to in the Third Waiver. On August 4, 2023, the Company entered into a third amended and restated limited waiver and consent (the “Fourth Waiver”) under the Credit Agreement. The Fourth Waiver amends and restates the Third Waiver by, among other things, permanently waiving compliance with the minimum liquidity covenant set forth in Section 11.12.2 of the Credit Agreement, which waiver under the Third Waiver previously was temporary and would have expired on August 29, 2023. From August 4, 2023 until the Credit Agreement is terminated and all outstanding loans thereunder are repaid, the Company will be subject to a minimum liquidity covenant of not less than $25.0 million. The Fourth Waiver also, among other things, (a) removes from the credit agreement in its entirety the covenant requiring maintenance of a maximum total debt to capitalization ratio, which absent such removal would have applied after September 30, 2023, (b) prohibits the incurrence of certain types of debt and (c) requires the Company not to request any interest period for any Term Benchmark borrowing other than a one-month interest period. In connection with the New Credit Agreement, on August 4, 2023, the Company and the Lenders entered into a warrantholders agreement setting forth the rights and obligations of the Company and the Lenders as holders (in such capacity, the “Holders”) of the warrants to acquire shares of Common Stock at an exercise price of $0.01 per share (the “Warrants”), and providing for the issuance of the Warrants to purchase up to 1,656,789 shares of Common Stock. On October 2, 2023, the Company, NEA, as the existing lender (the “Existing Lender”), and California State Teachers’ Retirement System, as an incremental lender (the “New Lender”), entered into Incremental Amendment No. 1 (“Incremental Amendment No. 1”) to the New Credit Agreement (as amended by Incremental Amendment No. 1, the “Amended Credit Agreement”) to provide for a term loan commitment increase in an aggregate principal amount of $6.4 million (the “Commitment Increase”) by the New Lender under the Amended Credit Agreement. Loans under the Commitment Increase will have the same terms as loans under the original term loan commitments provided by the Existing Lender. In connection with Incremental Amendment No. 1, on October 2, 2023, the Company and the New Lender entered into a warrantholders agreement setting forth the rights and obligations of the Company and the New Lender as a holder of Warrants, and providing for the issuance of the Warrants to purchase up to 176,724 shares of Common Stock. The fair value of the warrants is recognized as a liability on the condensed consolidated balance sheets as of the reporting period. See Note 6, Common Stock Warrants for more information. Any future non-compliance with the covenants under the Credit Agreement or the Fourth Waiver, or termination of our agreement to sell our Medicare Advantage business in California to Molina Healthcare, Inc. (“the Molina Purchase Agreement”), may result in the obligations under the Credit Agreement being accelerated. Based on our projected cash flows and absent any other action, the Company may not meet certain covenants under the Credit Agreement, the Fourth Waiver or the New Credit Agreement, which may result in the obligations under the Credit Agreement and New Credit Agreement being accelerated. The Company will require additional liquidity to meet its obligations as they come due in the 12 months following the date the condensed consolidated financial statements contained in this Quarterly Report are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management has implemented a restructuring plan to reduce capital needs and our operating expenses in the future to drive positive operating cash flow and increase liquidity. The Company’s Bright HealthCare - Commercial business exited the ACA marketplace at the end of the 2022 plan year. In addition to our market exits, management is in the process of executing upon additional restructuring activities, which include reducing our workforce, exiting excess office space, and terminating or restructuring contracts. The Company closed on a $175.0 million capital raise in October 2022 to fund our continuing operations as further described in Note 8, Redeemable Convertible Preferred Stock . On June 30, 2023, the Company entered into the Molina Purchase Agreement 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 the first quarter of 2024. Further, as described above, the Company entered into the New Credit Agreement on August 4, 2023, and borrowed a total of $50.0 million as of September 30, 2023. Subsequent to September 30, 2023 we borrowed an additional $8.2 million under the Amended Credit Agreement. In the event the Company is unable to execute the sale of the California Medicare Advantage business, obtain additional financing or take other management actions, among other potential consequences, the Company forecasts we will be unable to satisfy our obligations. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Reverse Stock Split: During our annual meeting on May 4, 2023, our stockholders voted to approve an amendment to our Ninth Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-15 and not greater than 1-for-80, with the exact ratio and effective time of the Reverse Stock Split to be determined by our Board of Directors at any time within one year of the date of the Annual Meeting. On May 5, 2023, our Board approved a ratio of 1-for-80. The reverse stock split took effect on May 19, 2023. The reverse stock split decreased the number of outstanding shares of the Company’s common stock by a factor of 80, subject to rounding of shares. The reverse stock split did not affect any stockholder’s proportionate equity interest in the Company. The par value of the Company’s common stock remains at $0.0001 per share following the reverse stock split and the number of outstanding shares of the Company’s common stock was proportionally reduced. As a consequence, the aggregate par value of the Company’s outstanding common stock was reduced, while the aggregate capital in excess of par value attributable to the Company’s outstanding common stock for accounting purposes was correspondingly increased. Total stockholder equity was not affected. All shares and per share information has been retroactively adjusted following the effective date of the reverse stock split to reflect the reverse stock split for all periods presented in future filings. Operating Costs: Our operating costs, by functional classification for the three and nine months ended September 30, 2023 and 2022, are as follows (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Compensation and fringe benefits $ 45,685 $ 59,432 $ 146,722 $ 184,440 Professional fees 15,126 11,455 34,745 27,200 Marketing and selling expenses 258 313 1,462 2,583 General and administrative expenses 5,129 5,847 19,719 19,764 Other operating expenses 6,334 8,519 19,049 27,364 Total operating costs $ 72,532 $ 85,566 $ 221,697 $ 261,351 Recently Issued and Adopted Accounting Pronouncements: There are no accounting pronouncements that were recently issued and not yet adopted or adopted since our audited consolidated financial statements were issued that had, or are expected to have, a material impact on our consolidated financial position, results of operations, or cash flows. Correction of prior period financial statements: As previously reported, subsequent to the issuance of the condensed consolidated financial statements for the three and nine month period ended September 30, 2022, we identified an error in the accounting for gross versus net revenue recognition conclusion from certain value-based care arrangements, impacting continuing operations, and an error in the data used to account for our Risk Adjustment Factor-related (“RAF”) premiums and medical costs, impacting discontinued operations. As a result of the gross versus net revenue recognition error, capitated revenue and medical costs of continuing operations have been reduced by $44.5 million and $157.7 million for the three and nine months ended September 30, 2022, respectively. As a result of the RAF data error, loss from discontinued operations and net loss increased by $10.8 million for the three and nine month period ended September 30, 2022. As of September 30, 2022 there were corresponding decreases of $17.9 million in current assets of discontinued operations and $7.2 million in current liabilities of discontinued operations on the condensed consolidated balance sheets. The impact on net loss, current assets of discontinued operations and current liabilities of discontinued operations had corresponding impacts on condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of changes in redeemable preferred stock and shareholders’ equity (deficit) and condensed consolidated statements of cash flows. The Company determined that the correction of these errors was not material to the condensed consolidated financial statements. |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES In October 2022, we announced our decision to further focus our business on our Fully Aligned Care Model, our Care Delivery and Care Solutions segments, and that we will no longer offer commercial plans through Bright HealthCare, or Medicare Advantage products outside of California in 2023. As a result of these strategic changes, we announced and have taken actions to restructure the Company’s workforce and reduce expenses based on our updated business model. Restructuring charges by reportable segment and corporate for the periods ended September 30 were as follows (in thousands) : Three Months Ended September 30, 2023 Care Delivery Care Solutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 5,153 $ 5,153 Long-lived asset impairments — — — — Contract termination and other costs 130 — (2) 128 Total continuing operations $ 130 $ — $ 5,151 $ 5,281 Three Months Ended September 30, 2022 Care Delivery Care Solutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ (30) $ (30) Long-lived asset impairments — — — — Contract termination and other costs — — 35 35 Total continuing operations $ — $ — $ 5 $ 5 Nine Months Ended September 30, 2023 Care Delivery Care Solutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 5,774 $ 5,774 Long-lived asset impairments — — 880 880 Contract termination and other costs 130 — 83 213 Total continuing operations $ 130 $ — $ 6,737 $ 6,867 Nine Months Ended September 30, 2022 Care Delivery Care Solutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 8,671 $ 8,671 Long-lived asset impairments — — — — Contract termination and other costs — — 991 991 Total continuing operations $ — $ — $ 9,662 $ 9,662 The $0.9 million of long-lived asset impairments is the result of a lease abandonment for one of our corporate office locations during the nine months ended September 30, 2023. Restructuring accrual activity recorded by major type for the nine months ended September 30, 2023 were as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2023 $ 24,077 $ — $ 24,077 Charges 5,774 213 5,987 Cash payments (19,385) (213) (19,598) Balance at September 30, 2023 $ 10,466 $ — $ 10,466 Employee termination benefits are recorded within Other current liabilities while contract termination costs are recorded within Accounts payable. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Changes in the carrying value of goodwill by reportable segment were as follows (in thousands) : September 30, 2023 December 31, 2022 Gross Carrying Cumulative Gross Carrying Cumulative Care Delivery $ 401,385 $ 401,385 $ 401,385 $ — Total $ 401,385 $ 401,385 $ 401,385 $ — For the periods ended September 30, 2023 and December 31, 2022, Care Solutions had no assigned goodwill. Due to the decline in our stock price and market capitalization, we fully impaired the Care Delivery assigned goodwill during the period ended September 30, 2023. We estimated the fair values of the reporting units using a combination of discounted cash flows and comparable market multiples, which include assumptions about a wide variety of internal and external factors. The gross carrying value and accumulated amortization for definite-lived intangible assets were as follows (in thousand s) : September 30, 2023 December 31, 2022 Gross Carrying Accumulated Amortization Gross Carrying Accumulated Amortization Customer relationships $ 80,021 $ 24,038 $ 80,021 $ 17,655 Trade names 48,361 8,194 48,361 5,776 Total $ 128,382 $ 32,232 $ 128,382 $ 23,431 For the three and nine months ended September 30, 2023, there were no impairments of the definite-lived intangible assets. For the three and nine months ended September 30, 2022, we recognized $42.6 million of impairment expense of definite-lived intangible assets. We are continuously evaluating factors that affect the fair values of our reporting units including our market capitalization, macroeconomic trends and other events and uncertainties. Negative trends in these factors could result in a non-cash charge for impairment to intangible assets in a future period. Amortization expense relating to intangible assets for the three months ended September 30, 2023 and 2022 was $2.9 million and $6.2 million, respectively and amortization expense for the nine months ended September 30, 2023 and 2022 was $8.8 million and $18.6 million, respectively. Estimated amortization expense relating to intangible assets for the remainder of 2023 and for each of the next five full years ending December 31 is as follows (in thousand s) : 2023 (October-December) $ 2,912 2024 $ 11,574 2025 $ 11,574 2026 $ 11,574 2027 $ 11,574 2028 $ 10,295 |
MEDICAL COSTS PAYABLE
MEDICAL COSTS PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Insurance [Abstract] | |
MEDICAL COSTS PAYABLE | MEDICAL COSTS PAYABLE The following table shows the components of the change in medical costs payable for the nine months ended September 30, 2023 and 2022 (in thousand s) : September 30, 2023 2022 Medical costs payable - January 1 $ 116,021 $ 6,764 Incurred related to: Current year 737,306 645,398 Prior year 912 (2,690) Total incurred 738,218 642,708 Paid related to: Current year 584,240 535,154 Prior year 100,221 4,076 Total paid 684,461 539,230 Medical costs payable - September 30 $ 169,778 $ 110,242 Medical costs payable attributable to prior years increased by $0.9 million and decreased by $2.7 million for the nine months ended September 30, 2023 and 2022, respectively. Medical costs payable estimates are adjusted as additional information regarding claims becomes known; there were no significant changes to estimation methodologies during the periods. The table below details the components making up the medical costs payable as of September 30 (in thou sand s) : September 30, 2023 2022 Claims unpaid $ — $ 602 Provider incentive payable 20,288 5,375 Claims adjustment expense liability — — Incurred but not reported (IBNR) 149,490 104,265 Total medical costs payable $ 169,778 $ 110,242 |
SHORT-TERM BORROWINGS
SHORT-TERM BORROWINGS | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SHORT-TERM BORROWINGS | SHORT-TERM BORROWINGS We have a $350.0 million revolving credit agreement with a syndicate of banks (the “Credit Agreement”), which matures on February 28, 2024. As of September 30, 2023 and December 31, 2022 we had $303.9 million borrowed under the Credit Agreement at a weighted-average effective annual interest rate of 10.42%, which remains outstanding as of September 30, 2023. Refer to Note 10, Commitments and Contingencies for more information on the undrawn letters of credit of $30.7 million under the Credit Agreement, which reduce the amount available to borrow. On June 29, 2023, the Company entered into a second amended and restated limited waiver and consent (the “Third Waiver”) under the Credit Agreement, which amended and restated the amended and restated limited waiver and consent entered into by the Company under the Credit Agreement on April 28, 2023 (the “Second Waiver”), which previously amended and restated that certain limited waiver and consent entered into by the Company under the Credit Agreement on February 28, 2023 (the “Original Waiver”). The Third Waiver amended the Second Waiver and the Original Waiver by, among other things, extending the temporary waiver of compliance with the minimum liquidity covenant set forth in Section 11.12.2 of the Credit Agreement, which spanned from January 25, 2023 to June 30, 2023 under the Original Waiver and the Existing Waiver, to January 25, 2023 to August 29, 2023 (the “Extended Waiver Period”). The Third Waiver also, among other things, added covenants (a) requiring the Company to deliver by July 17, 2023, an agreed term sheet for the Bridge Financing to support the Company’s ongoing operating cash needs through December 31, 2023 and, by July 31, 2023 (extended to August 4, 2023), definitive documentation for the Bridge Financing and an updated budget of the Company, (b) prohibiting the incurrence of certain types of debt and (c) requiring the Company not to request any interest period for any term SOFR borrowing other than a one-month interest period. On August 4, 2023, the Company entered into a third amended and restated limited waiver and consent (the “Fourth Waiver”) under the Credit Agreement. The Fourth Waiver amends and restates the Third Waiver by, among other things, permanently waiving compliance with the minimum liquidity covenant set forth in Section 11.12.2 of the Credit Agreement, which under the Third Waiver previously was temporary and would have expired on August 29, 2023. From August 4, 2023 until the Credit Agreement is terminated and all outstanding loans thereunder are repaid, the Company will be subject to a minimum liquidity covenant of not less than $25.0 million. The Fourth Waiver also, among other things, (a) removes from the credit agreement in its entirety the covenant requiring maintenance of a maximum total debt to capitalization ratio, which absent such removal would have applied after September 30, 2023, (b) prohibits the incurrence of certain types of debt and (c) requires the Company not to request any interest period for any Term Benchmark borrowing other than a one-month interest period. On August 4, 2023, we entered into the New Credit Agreement, a $60.0 million credit agreement with NEA, which matures on December 31, 2025. As of September 30, 2023, we had $50.0 million borrowed under the New Credit Agreement at a weighted-average effective interest rate of 15.00%, which remains outstanding as of September 30, 2023. On October 2, 2023, the Company, the Existing Lender, and the New Lender, entered into Incremental Amendment No. 1 to the New Credit Agreement (as amended by Incremental Amendment No. 1, the “Amended Credit Agreement”) to provide for a term loan commitment increase in an aggregate principal amount of $6.4 million (the “Commitment Increase”) by the New Lender under the Amended Credit Agreement. Loans under the Commitment Increase will have the same terms as loans under the original term loan commitments provided by the Existing Lender. In connection with the New Credit Agreement, on August 4, 2023, the Company and the Lenders entered into a warrantholders agreement setting forth the rights and obligations of the Company and the Lenders as holders (in such capacity, the “Holders”) of Warrants and providing for the issuance of the Warrants. In connection with Incremental Amendment No. 1, on October 2, 2023, the Company and the New Lender entered into a warrantholders agreement setting forth the rights and obligations of the Company and the New Lender as a holder of Warrants, and providing for the issuance of the Warrants. See Note 6, Common Stock Warrants for additional information. |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
COMMON STOCK WARRANTS | COMMON STOCK WARRANTS On August 4, 2023, we entered into a warrantholders agreement (the “NEA Warrantholders Agreement”) with NEA 18 Venture Growth Equity, L.P. and the lenders from time to time party thereto, setting forth the rights and obligations of the Company and the lenders as holders of the warrants to acquire shares of Common Stock at an exercise price of $0.01 per share, and providing for the issuance of warrants. We established a warrant liability of $25.1 million on this date, representing the 1.7 million warrants available to be issued under the NEA Warrantholders Agreement at a fair market value of $15.12 (closing share price on August 4th, 2023 minus the $0.01 exercise price); the warrant liability is reported within Other current liabilities. The warrants do not contain any exercise contingencies and expire on the fifth anniversary of the first closing date. We account for our common stock warrants at the time of inception as derivatives, utilizing ASC 815, by recording a liability equal to the warrants’ fair market value that is marked to market at the end of each period. Per the terms of the NEA Warrantholders Agreement, the market value is calculated as the ending stock price less the $0.01 exercise price. As we draw on the available funds, warrants are issued; warrants will remain classified as a liability and be fair valued each period until they are exercised by the warrantholder. Upon exercise, we relieve the associated liability into additional paid in capital at the fair value of the warrants on the date of exercise, classifying the exercised warrants as equity. Fair Value Balance at January 1, 2023 $ — Newly executed Warrantholders Agreement 25,051 Change in fair value of outstanding warrants (15,177) Balance at September 30, 2023 $ 9,874 During the three and nine months ended September 30, 2023, we drew $50.0 million on the New Credit Agreement, and issued a total of 1.4 million warrants. As of September 30, 2023 no issued warrants have been exercised and 0.3 million warrants remain available to be issued under the Warrantholders Agreement. For the three and nine months ended September 30, 2023, Warrant expense was $9.9 million. There was no equivalent liability and activity for the three and nine month period ended September 30, 2022. On October 2, 2023, the Company and the New Lender entered into a warrantholders agreement setting forth the rights and obligations of the Company and the New Lender as a holder of the warrants to acquire shares of Common Stock at an exercise price of $0.01 per share, and providing for the issuance of the warrants. As of September 30, 2023, no warrant liability has been established applicable to this agreement. The Company classifies its warrant liability as Level 2 fair value because they are valued using observable, unadjusted quoted prices in active markets. See Note 15, Discontinued Operations for the full definition of Level 1, Level 2, and Level 3 fair values. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION 2016 Incentive Plan The Company adopted its 2016 Stock Incentive Plan (the “2016 Incentive Plan”) in March 2016. The 2016 Incentive Plan allowed for the Company to grant stock options, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”) to certain employees, consultants and non-employee directors. The 2016 Incentive Plan was initially adopted on March 25, 2016, and most recently amended in December 2020. Following the effectiveness of our 2021 Omnibus Plan (the “2021 Incentive Plan”), no further awards will be granted under the 2016 Incentive Plan. However, all outstanding awards granted under the 2016 Incentive Plan will continue to be governed by the existing terms of the 2016 Incentive Plan and the applicable award agreements. 2021 Incentive Plan The 2021 Incentive Plan was adopted by our Board of Directors on May 21, 2021 and approved by our stockholders on May 25, 2021 and June 5, 2021. The 2021 Incentive Plan allows the Company to grant stock options, RSAs, RSUs, stock appreciation rights, other equity based awards, and cash based incentive awards to certain employees, consultants and non-employee directors. There are 1.7 million shares of common stock authorized for issuance under the 2021 Incentive Plan. As of September 30, 2023, a total of 0.3 million shares of common stock were available for future issuance under the 2021 Incentive Plan. Share-Based Compensation Expense We recognized share-based compensation expense of $65.6 million and $77.3 million for the nine months ended September 30, 2023 and 2022, respectively, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). Stock Options The Board of Directors, or the Compensation and Human Capital Committee of the Board of Directors, as applicable, determines the exercise price, vesting periods and expiration date at the time of the grant. Stock options granted prior to the third quarter of 2021 generally vest 25% at one year from the grant date, then ratably over the next 36 months with continuous employee service. Stock options granted after the beginning of the third quarter of 2021 generally vest ratably over three years. Option grants generally expire 10 years from the date of grant. There were no options granted during the nine months ended September 30, 2023. The activity for stock options for the nine months ended September 30, 2023 is as follows (in thousand s, except exercise price and contractual life) : Shares Weighted-Average Weighted-Average Aggregate Outstanding at January 1, 2023 804 $ 145.60 6.7 $ 6,560 Granted — — Exercised — — Forfeited (44) 184.78 Expired (87) 161.80 Outstanding at September 30, 2023 673 $ 140.83 5.2 $ 225 We recognized share-based compensation expense related to stock options of $27.4 million for the nine months ended September 30, 2023, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). At September 30, 2023, there was $37.0 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted-average period of 1.4 years. Restricted Stock Units RSUs represent the right to receive shares of our common stock at a specified date in the future and generally vest over a three-year period, except for Board of Director grants which generally vest one year from the date of grant. The fair value of RSUs is determined based on the closing market price of our common stock on the date of grant. The followin g table summarizes RSU award activity for the nine months ended September 30, 2023 (in thousands, except weighted average grant date fair value) : Number of RSUs Weighted Average Grant Date Fair Value Unvested RSUs at December 31, 2022 470 $ 189.88 Granted 964 32.24 Vested (103) 134.88 Forfeited (275) 111.65 Unvested RSUs at September 30, 2023 1,056 $ 71.42 We recognized share-based compensation expense related to RSUs of $20.8 million for the nine months ended September 30, 2023, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). As of September 30, 2023, there was $36.8 million of unrecognized compensation expense related to the RSU grants, which is expected to be recognized over a weighted-average period of 1.6 years. Performance-based Restricted Stock Units (“PSUs”) In connection with our IPO, our Board of Directors approved the grant of PSUs to members of our executive leadership team. The grant encompassed a total of 183,750 PSUs, separated into four equal tranches, each of which are eligible to vest based on the achievement of predetermined stock price goals and a minimum service period of 3.0 years. The fair value of the PSUs was determined using a Monte-Carlo simulation. The following table summarizes PSU award activity for the nine months ended September 30, 2023 (in thousands, except weighted average grant date fair value) : Number of PSUs Weighted Average Grant Date Fair Value Unvested PSUs at December 31, 2022 131 $ 744.00 Granted — — Forfeited — — Unvested PSUs at September 30, 2023 131 $ 744.00 |
REDEEMABLE CONVERTIBLE PREFERRE
REDEEMABLE CONVERTIBLE PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | REDEEMABLE CONVERTIBLE PREFERRED STOCK Series A Convertible Preferred Stock On January 3, 2022, we issued 750,000 shares of Series A Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $750.0 million, or $1,000 per share. The Series A Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Preferred Stock has an initial liquidation preference of $1,000 per share, which shall increase by accumulated quarterly dividends that are not paid in cash (“compounded dividends”). Holders of the Series A Preferred Stock are entitled to a dividend at the rate of 5.0% per annum, accruing daily and payable quarterly in arrears and subject to certain adjustments, as set forth in the Certificate of Designations. Dividends will be payable in cash, by increasing the amount of liquidation preference (compounded dividends) with respect to a share of Series A Preferred Stock, or any combination thereof, at the sole discretion of the Company. The Series A Preferred Stock had accrued compounded dividends of $67.7 million and $37.9 million as of September 30, 2023 and December 31, 2022, respectively. The Series A Preferred Stock will be convertible at the option of the holders into (I) the number of shares of common stock equal to the quotient of (a) the sum of (x) the liquidation preference (reflecting increases for compounded dividends) plus (y) the accrued dividends with respect to each share of Series A Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $364.00 per share and approximately $292.30 per share subsequent to the issuance of warrants during the quarter ended September 30, 2023) as of the applicable conversion date plus (II) cash in lieu of fractional shares, subject to certain anti‑dilution adjustments. At any time after January 3, 2025, if the closing price per share of Common Stock on the New York Stock Exchange was greater than 175% of the then effective Conversion Price for (x) each of at least twenty (20) trading days in any period of thirty (30) consecutive trading days and (y) the last trading day immediately before the Company provides the holders with notice of its election to convert all of the Series A Preferred Stock into the relevant number of shares of common stock, the Company may elect to convert all of the Series A Preferred Stock into the relevant number of shares of common stock. Under the Certificate of Designations, holders of the Series A Preferred Stock are entitled to vote with the holders of the common stock on an as‑converted basis, solely with respect to (i) a change of control transaction (to the extent such change of control transaction is submitted to a vote of the holders of the common stock) or (ii) the issuance of capital stock by the Company in connection with an acquisition by the Company (to the extent such issuance is submitted to a vote of the holders of the common stock), subject to certain restrictions. Holders of the Series A Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Series A Preferred Stock, authorizations or issuances by the Company of securities that are senior to the Series A Preferred Stock, increases or decreases in the number of authorized shares of Preferred Stock, and issuances of shares of the Series A Preferred Stock after January 3, 2022. At any time following January 3, 2027, the Company may redeem all of the Series A Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to January 3, 2029 and (B) 100% if the redemption occurs at any time on or after January 3, 2029. Upon certain change of control events involving the Company, the holders of the Series A Preferred Stock may, at such holder’s election, convert their shares of Series A Preferred Stock into common stock at the then‑current conversion price or require the Company to purchase all or a portion of such holder’s shares of Preferred Stock that have not been so converted at a purchase price per share of Preferred Stock, payable in cash, equal to the greater of (I) (A) if the change of control effective date occurs at any time prior to January 3, 2029, the product of 105% multiplied by the sum of (x) the liquidation preference of such share of Series A Preferred Stock (reflecting increases for compounded dividends) plus (y) the accrued dividends in respect of such share of Series A Preferred Stock as of the change of control purchase date and (B) if the change of control effective date occurs on or after January 3, 2029, the sum of (x) the liquidation preference (reflecting increases for compounded dividends) of such share of Series A Preferred Stock plus (y) the accrued dividends in respect of such share of Series A Preferred Stock as of the change of control purchase date and (II) the consideration that would have been payable in connection with such change of control if such share of Series A Preferred Stock had been converted into Common Stock immediately prior to the change of control. Series B Convertible Preferred Stock On October 17, 2022, we issued 175,000 shares of Series B Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $175.0 million, or $1,000 per share. The Series B Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Preferred Stock has an initial liquidation preference of $1,000 per share, which shall increase by compounded dividends. Holders of the Series B Preferred Stock are entitled to a dividend at the rate of 5.0% per annum, accruing daily and payable quarterly in arrears and subject to certain adjustments, as set forth in the Certificate of Designations. Dividends will be payable in cash, by increasing the amount of liquidation preference (compounded dividends) with respect to a share of Series B Preferred Stock, or any combination thereof, at the sole discretion of the Company. The Series B Preferred Stock had accrued compounded dividends of $8.5 million and $1.8 million as of September 30, 2023 and December 31, 2022, respectively. The Series B Preferred Stock will be convertible at the option of the holders into (I) the number of shares of common stock equal to the quotient of (a) the sum of (x) the liquidation preference (reflecting increases for compounded dividends) plus (y) the accrued dividends with respect to each share of Series B Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $113.60 per share and approximately $101.85 per share subsequent to the issuance of warrants during the quarter ended September 30, 2023) as of the applicable conversion date plus (II) cash in lieu of fractional shares, subject to certain anti‑dilution adjustments. At any time after October 17, 2025, if the closing price per share of common stock on the NYSE was greater than 287% of the then effective Conversion Price for (x) each of at least twenty (20) trading days in any period of thirty (30) consecutive trading days and (y) the last trading day immediately before the Company provides the holders with notice of its election to convert all of the Series B Preferred Stock into the relevant number of shares of common stock, the Company may elect to convert all of the Series B Preferred Stock into the relevant number of shares of common stock. Under the Certificate of Designations, holders of the Series B Preferred Stock are entitled to vote with the holders of the common stock on an as‑converted basis, solely with respect to (i) a change of control transaction (to the extent such change of control transaction is submitted to a vote of the holders of the common stock) or (ii) the issuance of capital stock by the Company in connection with an acquisition by the Company (to the extent such issuance is submitted to a vote of the holders of the common stock), subject to certain restrictions. Holders of the Series B Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Series B Preferred Stock, authorizations or issuances by the Company of securities that are senior to the Series B Preferred Stock, increases or decreases in the number of authorized shares of Preferred Stock, and issuances of shares of the Series B Preferred Stock after October 17, 2022. At any time following October 17, 2027, the Company may redeem all of the Series B Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to October 17, 2029 and (B) 100% if the redemption occurs at any time on or after October 17, 2029. Upon certain change of control events involving the Company, the holders of the Series B Preferred Stock may, at such holder’s election, convert their shares of Series B Preferred Stock into common stock at the then‑current conversion price or require the Company to purchase all or a portion of such holder’s shares of Preferred Stock that have not been so converted at a purchase price per share of Preferred Stock, payable in cash, equal to the greater of (I) (A) if the change of control effective date occurs at any time prior to October 17, 2029, the product of 105% multiplied by the sum of (x) the liquidation preference of such share of Series B Preferred Stock (reflecting increases for compounded dividends) plus (y) the accrued dividends in respect of such share of Series B Preferred Stock as of the change of control purchase date and (B) if the change of control effective date occurs on or after October 17, 2029, the sum of (x) the liquidation preference (reflecting increases for compounded dividends) of such share of Series B Preferred Stock plus (y) the accrued dividends in respect of such share of Series B Preferred Stock as of the change of control purchase date and (II) the consideration that would have been payable in connection with such change of control if such share of Series B Preferred Stock had been converted into common stock immediately prior to the change of control. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30 (in thousands, except for per share amounts) : Three Months Ended Nine Months Ended 2023 2022 2023 2022 Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends $ (578,514) $ (160,625) $ (717,946) $ (413,305) Loss from discontinued operations (67,843) (165,899) (240,321) (401,518) Net loss attributable to Bright Health Group, Inc. common shareholders $ (646,357) $ (326,524) $ (958,267) $ (814,823) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 7,977 7,871 7,945 7,865 Basic and diluted loss per share attributable to Bright Health Group, Inc. common shareholders Continuing operations $ (72.52) $ (20.41) $ (90.36) $ (52.55) Discontinued operations $ (8.51) $ (21.07) $ (30.25) $ (51.05) Net loss per share attributable to common stockholders, basic and diluted $ (81.03) $ (41.48) $ (120.61) $ (103.60) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the nine months ended September 30 (in thousa nd s) : Nine Months Ended 2023 2022 Redeemable convertible preferred stock (as converted to common stock) 4,599 2,112 Issued and outstanding common stock warrants 1,381 — Stock options to purchase common stock 673 853 Restricted stock units 1,056 458 Total 7,709 3,423 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal proceedings: In the normal course of business, we could be involved in various legal proceedings such as, but not limited to, the following: lawsuits alleging negligence in care or general liability, violation of regulatory bodies’ rules and regulations, or violation of federal and/or state laws. On January 6, 2022, a putative securities class action lawsuit was filed against us and certain of our officers and directors in the Eastern District of New York. The case is captioned Marquez v. Bright Health Group, Inc. et al., 1:22-cv-00101 (E.D.N.Y.). The lawsuit alleges, among other things, that we made materially false and misleading statements regarding our business, operations, and compliance policies, which in turn adversely affected our stock price. An amended complaint was filed on June 24, 2022, which expands on the allegations in the original complaint and alleges a putative class period of June 24, 2021 through March 1, 2022. The amended complaint also adds as defendants the underwriters of our initial public offering. The Company has served a motion to dismiss the amended complaint, which has not yet been ruled on by the court. We are vigorously defending the Company in the above actions, but there can be no assurance that we will be successful in any defense. Based on our assessment of the facts underlying the claims and the degree to which we intend to defend the Company in these matters, the amount or range of reasonably possible losses, if any, cannot be estimated. We have not accrued for any potential loss as of September 30, 2023 and December 31, 2022 for these actions. |
SEGMENTS AND GEOGRAPHIC INFORMA
SEGMENTS AND GEOGRAPHIC INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS AND GEOGRAPHIC INFORMATION | SEGMENTS AND GEOGRAPHIC INFORMATION Factors used to determine our reportable segments include the nature of operating activities, economic characteristics, existence of separate senior management teams and the type of information used by the Company’s Chief Operating Decision Maker (“CODM”) to evaluate its results of operations. We have identified two operating segments within our continuing operations based on our primary product and service offerings: Care Delivery and Care Solutions. The Care Delivery and Care Solutions segments were new starting in the second quarter of 2023 and were formerly reported together within the aggregated Consumer Care segment. The updates to our reportable segments conform with the Company’s CODM’s view of our ongoing operations. Care Delivery and Care Solutions, which make up o ur value-driven Consumer Care business that manages risk in partnership with external payors, aim to significantly reduce the friction and current lack of coordination between payors by delivering on our Fully Aligned Care Model with multiple payors. The following is a description of the types of products and services from which the two reportable segments of our continuing operations derive their revenues: Care Delivery: Provides care services in our clinics with wrap around care management and care coordination activities for those members where we take full or partial risk. As of September 30, 2023, Care Delivery provides virtual and in-person clinical care through its 72 owned primary care clinics within an integrated care delivery system. Through these risk-bearing clinics and our affiliated network of care providers, our Care Delivery segment serves approximately 330,000 consumers. Care Delivery customers include external payors, third party administrators, affiliated providers and direct-to-government programs. Care Solutions: Our provider enablement business that facilitates care coordination activities through the use of population health tools including technology, data analytics, care and utilization management, and clinical solutions and care teams to support patients. As of September 30, 2023, Care Solutions has approximately 62,000 members attributed to its REACH ACO’s. The Company’s accounting policies for reportable segment operations are consistent with those described in Note 2, Summary of Significant Accounting Policies, in our 2022 Form 10-K. We utilize operating income (loss) before income taxes as the profitability metric for our reportable segments. The following tables present the reportable segment financial information for the three and nine months ended September 30, 2023 and 2022 (in thousands) : Three Months Ended September 30, 2023 Care Delivery Care Solutions Corporate & Eliminations Consolidated Capitated revenue $ 60,371 $ — $ — $ 60,371 ACO REACH revenue — 200,044 — 200,044 Service revenue 8,245 733 — 8,978 Investment income — — 6 6 Total unaffiliated revenue 68,616 200,777 6 269,399 Affiliated revenue (1,482) — 1,482 — Total segment revenue 67,134 200,777 1,488 269,399 Operating loss (390,761) (29,355) (42,659) (462,775) Depreciation and amortization 3,160 — 957 4,117 Bad debt expense 8 22,413 — 22,421 Restructuring charges 130 — 5,151 5,281 Goodwill impairment 401,385 — — 401,385 Three Months Ended September 30, 2022 Care Delivery Care Solutions Corporate & Eliminations Consolidated Capitated revenue $ 33,006 $ — $ — $ 33,006 ACO REACH revenue — 145,433 — 145,433 Service revenue 10,050 26 — 10,076 Investment income (loss) — — 4,848 4,848 Total unaffiliated revenue 43,056 145,459 4,848 193,363 Affiliated revenue 257,707 — (257,707) — Total segment revenue 300,763 145,459 (252,859) 193,363 Operating income (loss) (42,627) (3,115) (50,185) (95,927) Depreciation and amortization 6,374 — 2,573 8,947 Bad debt expense 4 — 7 11 Restructuring charges — — 5 5 Intangible assets impairment 42,611 — — 42,611 Nine Months Ended September 30, 2023 Care Delivery Care Solutions Corporate & Eliminations Consolidated Capitated revenue $ 159,683 $ — $ — $ 159,683 ACO REACH revenue — 676,845 — 676,845 Service revenue 29,711 1,676 — 31,387 Investment income (loss) — — 16 16 Total unaffiliated revenue 189,394 678,521 16 867,931 Affiliated revenue 6,487 — (6,487) — Total segment revenue 195,881 678,521 (6,471) 867,931 Operating income (loss) (373,094) (27,868) (130,099) (531,061) Depreciation and amortization 9,470 — 4,801 14,271 Bad debt expense 639 22,415 — 23,054 Restructuring charges 130 — 6,737 6,867 Goodwill impairment 401,385 — — 401,385 Nine Months Ended September 30, 2022 Care Delivery Care Solutions Corporate & Eliminations Consolidated Capitated revenue $ 79,295 $ — $ — $ 79,295 ACO REACH revenue — 465,435 — 465,435 Service revenue 30,960 78 — 31,038 Investment income (loss) — — (52,301) (52,301) Total unaffiliated revenue 110,255 465,513 (52,301) 523,467 Affiliated revenue 830,098 — (830,098) — Total segment revenue 940,353 465,513 (882,399) 523,467 Operating income (loss) (65,376) 1,874 (214,348) (277,850) Depreciation and amortization 19,119 — 6,164 25,283 Bad debt expense 4 — 7 11 Restructuring charges — — 9,662 9,662 Intangible assets impairment 42,611 — — 42,611 For all periods presented, all of our long-lived assets were located in the United States, and all revenues were earned in the United States. We do not include asset information by reportable segment in the reporting provided to the CODM. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income tax was a benefit of $3.4 million and an expense $3.4 million for the three months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, income tax was a benefit of $3.0 million and an expense of $16.3 million, respectively. The impact from income taxes varies from the federal statutory rate of 21.0% due to state income taxes, changes in the valuation allowance for deferred tax assets and adjustments for permanent differences. For the three and nine months ended September 30, 2023, the benefit largely relates to the removal of the accrued amortization of originating goodwill from asset acquisitions due to goodwill impairment and estimated state income taxes attributable to income earned in separate filing states without state net operating loss carryforwards. For the three and nine months ended September 30, 2022, the expense largely relates to amortization of originating goodwill from asset acquisitions and estimated state income taxes attributable to income earned in separate filing states without state net operating loss carryforwards. We assess whether sufficient future taxable income will be generated to permit the use of deferred tax assets. This assessment includes consideration of the cumulative losses incurred over the three-year period ended September 30, 2023. Such objective |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTEREST | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTEREST | REDEEMABLE NONCONTROLLING INTEREST Redeemable noncontrolling interests in our subsidiaries whose redemption is outside of our control are classified as temporary equity. The following t able provides details of our redeemable noncontrolling interest activity for the three and nine months ended September 30, 2023 and 2022 (in thousands) : 2023 2022 Balance at January 1 $ 219,758 $ 128,407 Earnings attributable to noncontrolling interest 1,421 (2,681) Distribution to noncontrolling interest holders (1,805) — Measurement adjustment 4,129 17,285 Balance at March 31 $ 223,503 $ 143,011 Earnings attributable to noncontrolling interest 3,139 3,625 Distribution to noncontrolling interest holders (3,147) (1,894) Measurement adjustment 21,066 19,712 Balance at June 30 $ 244,561 $ 164,454 Earnings attributable to noncontrolling interest 3,211 30,765 Distribution to noncontrolling interest holders (4,045) (138) Measurement adjustment 83,536 15,945 Balance at September 30 $ 327,263 $ 211,026 |
ACO REACH
ACO REACH | 9 Months Ended |
Sep. 30, 2023 | |
Direct Contracting [Abstract] | |
ACO REACH | ACO REACH We participate in the CMS ACO REACH Model with three REACH ACOs participating through the global risk arrangement and assuming full risk for the total cost of care of aligned beneficiaries. As part of our participation in the ACO REACH Model, we are guaranteeing the performance of our care network of participating and preferred providers. The intention of the ACO REACH Model is to enhance the quality of care for Medicare FFS beneficiaries while reducing the administrative burden, supporting a focus on complex, chronically ill patients, and encouraging physician organizations that have not typically participated in Medicare FFS programs to serve Medicare FFS beneficiaries. Key components of the financial agreement for the ACO REACH Model include: • Performance Year Benchmark: The target amount for Medicare expenditures on covered services (Medicare Part A and B) furnished to a REACH ACO’s aligned beneficiaries during a performance year. The Performance Year Benchmark will be compared to the REACH ACO’s performance year expenditures. This comparison will be used to calculate shared savings and shared losses. The Performance Year Benchmark is established at the beginning of the performance year utilizing prospective trend estimates and is subject to retrospective trend adjustments, if warranted, before the Financial Reconciliation. • Risk-Sharing Arrangements: Used in determining the percent of savings and losses that REACH ACOs are eligible to receive as shared savings or may be required to repay as shared losses. • Financial Reconciliation: The process by which CMS determines shared savings or shared losses by comparing the calculated total benchmark expenditures for a given REACH ACO’s aligned population to the actual expenditures of that REACH ACO’s aligned beneficiaries over the course of a performance year that includes various risk-mitigation options such as stop-loss reinsurance and risk corridors. • Risk-Mitigation Options: Two of our REACH ACOs elected to participate in a “stop-loss arrangement” for the current and prior performance year offered by CMS, while one REACH ACO has elected third-party coverage. The “stop-loss arrangement” and third-party coverage are designed to reduce the financial uncertainty associated with high-cost expenditures of individual beneficiaries. Additionally, CMS has created a mandatory risk corridor program that allocates the REACH ACO’s shared savings and losses in bands of percentage thresholds, after a deviation of greater than 25.0% of the Performance Year Benchmark. Performance Guarantees Through our participation in the ACO REACH Model, we determined that our arrangements with the providers of our REACH ACO beneficiaries require us to guarantee their performance to CMS. At the beginning of the performance year, we recognized the ACO REACH estimated performance year obligation and receivable for the duration of the performance year. This receivable and obligation are measured at an amount equivalent to the estimated Performance Year Benchmark per CMS that is representative of the expected Medicare expenditures for beneficiaries aligned to our REACH ACOs. As we fulfill our obligation, we amortize the guarantee on a straight-line basis for the amount that represents the completed portion of the performance obligation. The receivable is reduced as we receive payments from CMS for in-network claims or receive CMS reporting detailing out-of-network claims paid by CMS on behalf of our aligned beneficiaries. At the end of each reporting period, we estimate both in-network claims and out-of-network claims incurred by beneficiaries aligned to our REACH ACOs but not yet reported and record a reserve for the estimated amount which is included in medical costs payable on the Condensed Consolidated Balance Sheets. For each performance year, the final consideration due to the REACH ACOs by CMS (shared savings) or the consideration due to CMS by the REACH ACOs (shared loss) is reconciled in the year following the performance year. On a periodic basis CMS adjusts the estimated Performance Year Benchmark based upon revised trend assumptions and changes in attributed membership. CMS will also estimate the shared savings or loss for the REACH ACO on a quarterly basis based upon the estimated Performance Year Benchmark, changes to membership, payments made to the REACH ACO for in-network claims, out-of-network claims paid on behalf of the REACH ACO and various other assumptions including incurred but not reported reserves. The estimated Performance Year Benchmark is our best estimate of our obligation as we are unable to estimate the potential shared savings or loss due to the “stop-loss arrangement”, risk corridor components of the agreement, and a number of variables including but not limited to risk ratings and benchmark trends that could have an inestimable impact on estimated future payments. The tables below include the financial statement impacts of the performance guarantee at September 30, 2023 and for the three and nine-month period then ended ( in thousands ): September 30, 2023 December 31, 2022 ACO REACH performance year receivable (1) $ 350,478 $ 99,181 ACO REACH performance year obligation 224,908 — (1) We estimate there to be $141.2 million and $0.6 million in-network and out-of-network claims incurred by beneficiaries aligned to our REACH ACOs but not reported as of September 30, 2023 and December 31, 2022, respectively; this is included in medical costs payable on the Condensed Consolidated Balance Sheets. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Amortization of ACO REACH performance year receivable (1) $ 223,363 $ 153,868 $ 648,334 $ 385,804 Amortization of ACO REACH performance year obligation 200,024 151,281 674,724 498,482 ACO REACH revenue 200,044 145,433 676,845 465,435 (1) The amortization of the ACO REACH performance year receivable includes $99.2 million related to the amortization of the prior year receivable. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On October 2, 2023, the Company, the existing lender, and the New Lender, entered into Incremental Amendment No. 1 to provide for the Commitment Increase by the New Lender under the Amended Credit Agreement. Loans under the Commitment Increase will have the same terms as loans under the original term loan commitments provided by the Existing Lender. In connection with Incremental Amendment No. 1 , on October 2, 2023, the Company and the New Lender entered into a warrantholders agreement setting forth the rights and obligations of the Company and the New Lender as a holder of Warrants, and providing for the issuance of the Warrants to purchase up to 176,724 shares of Common Stock. See Note 5, Short-Term Borrowings , for additional information regarding the New Credit Agreement, Incremental Amendment No.1 and the Warrantholders Agreement. Subsequent to September 30, 2023, we borrowed an additional $8.2 million under the New Credit Agreement and issued a total of 226,428 warrants. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation: The condensed consolidated financial statements include the accounts of Bright Health Group, Inc. and all subsidiaries and controlled companies. All intercompany balances and transactions are eliminated upon consolidation. The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. We have omitted certain footnote disclosures that would substantially duplicate the disclosures in our audited consolidated financial statements, unless the information contained in those disclosures materially changed or is required by GAAP. As such, the condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022 included in our Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). The accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for fair presentation of the interim financial statements. |
Discontinued Operations | Discontinued Operations: H |
Use of Estimates | Use of Estimates: The preparation of our condensed consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Our most significant estimates include medical costs payable, ACO REACH performance year receivable and obligation, shared savings and shared losses for our capitation contracts, and valuation and impairment of goodwill and other intangible assets. Actual results could differ from these estimate |
Going Concern | Going Concern: The condensed consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a history of operating losses, and we generated a net loss of $805.2 million for the nine months ended September 30, 2023. Additionally, the Company experienced negative operating cash flows primarily related to our discontinued Bright HealthCare – Commercial segment for the nine months ended September 30, 2023, requiring additional cash to be infused to satisfy statutory capital requirements. The Company settled in cash $1.5 billion of 2022 related risk adjustment obligations in September 2023, and entered into repayment agreements for an aggregate amount of $380 million with the Centers for Medicare & Medicaid Services’ (“CMS”) with respect to the unpaid amount of risk adjustment obligations. The amount owing under the repayment agreements is due 18 months from September 15, 2023 and bears interest at a rate of 11.5% per annum. The Company intends to use a portion of the proceeds from the pending sale of its California Medicare Advantage business to pay certain remaining amounts due under the repayment agreements. The Company’s IFP discontinued operations will also continue to experience negative cash flows through the fourth quarter of 2023 as it pays out the remaining inventory of medical claims. In addition, the Company’s $350.0 million revolving credit agreement with a syndicate of banks (the “Credit Agreement”), matures on February 28, 2024. On March 1, 2023, the Company disclosed that during the First Quarter of 2023, it had breached the minimum liquidity covenant contained in the Credit Agreement. On June 29, 2023, the Company entered into a second amended and restated limited waiver and consent (the “Third Waiver”) under the Credit Agreement. The Third Waiver amended and restated the amended and restated limited waiver and consent entered into by the Company under the Credit Agreement on April 28, 2023 (the “Second Waiver”), which had amended and restated the limited waiver and consent entered into by the Company under the Credit Agreement on February 28, 2023 (the “Original Waiver”). The Third Waiver amended the Second Waiver and the Original Waiver by, among other things, extending the temporary waiver of compliance with the minimum liquidity covenant set forth in Section 11.12.2 of the Credit Agreement, which spanned from January 25, 2023 to June 30, 2023 under the Original Waiver and the Second Waiver, to January 25, 2023 to August 29, 2023 (the “Extended Waiver Period”). The Third Waiver also, among other things, added covenants (a) requiring the Company to deliver by July 17, 2023, an agreed term sheet for an equity or debt financing (the “Bridge Financing”) to support the Company’s ongoing operating cash needs through December 31, 2023 and, by July 31, 2023 (extended to August 4, 2023), definitive documentation for the Bridge Financing and an updated budget of the Company, (b) prohibiting the incurrence of certain types of debt and (c) requiring the Company not to request any interest period for any term SOFR borrowing other than a one-month interest period. On August 4, 2023, the Company entered into a Credit Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “New Credit Agreement”), among the Company, NEA 18 Venture Growth Equity, L.P. (“NEA”) and the lenders from time to time party thereto (together with NEA and each of their respective successors and assigns, the “Lenders”), to provide for a credit facility pursuant to which, among other things, the lenders have provided $60.0 million delayed draw term loan commitments. The Company may borrow delayed draw term loans under such commitments at any time and from time to time on or prior to the date that is nine months after the effective date of the New Credit Agreement, subject to the satisfaction or waiver of customary conditions. Borrowings under the New Credit Agreement accrue interest at a rate per annum of 15.00%, payable quarterly in arrears at the Company’s election, subject to limitations set forth in the Fourth Waiver (defined below) in respect of cash payments under the New Credit Agreement, either in cash or “in kind” by adding the amount of accrued interest to the principal amount of the outstanding loans under the New Credit Agreement. The New Credit Agreement contains covenants that, among other things, restrict the ability of the Company and its subsidiaries to make certain restricted payments, incur additional debt, engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain transactions with affiliates, change its business or make investments. The New Credit Agreement constitutes the Bridge Financing referred to in the Third Waiver. On August 4, 2023, the Company entered into a third amended and restated limited waiver and consent (the “Fourth Waiver”) under the Credit Agreement. The Fourth Waiver amends and restates the Third Waiver by, among other things, permanently waiving compliance with the minimum liquidity covenant set forth in Section 11.12.2 of the Credit Agreement, which waiver under the Third Waiver previously was temporary and would have expired on August 29, 2023. From August 4, 2023 until the Credit Agreement is terminated and all outstanding loans thereunder are repaid, the Company will be subject to a minimum liquidity covenant of not less than $25.0 million. The Fourth Waiver also, among other things, (a) removes from the credit agreement in its entirety the covenant requiring maintenance of a maximum total debt to capitalization ratio, which absent such removal would have applied after September 30, 2023, (b) prohibits the incurrence of certain types of debt and (c) requires the Company not to request any interest period for any Term Benchmark borrowing other than a one-month interest period. In connection with the New Credit Agreement, on August 4, 2023, the Company and the Lenders entered into a warrantholders agreement setting forth the rights and obligations of the Company and the Lenders as holders (in such capacity, the “Holders”) of the warrants to acquire shares of Common Stock at an exercise price of $0.01 per share (the “Warrants”), and providing for the issuance of the Warrants to purchase up to 1,656,789 shares of Common Stock. On October 2, 2023, the Company, NEA, as the existing lender (the “Existing Lender”), and California State Teachers’ Retirement System, as an incremental lender (the “New Lender”), entered into Incremental Amendment No. 1 (“Incremental Amendment No. 1”) to the New Credit Agreement (as amended by Incremental Amendment No. 1, the “Amended Credit Agreement”) to provide for a term loan commitment increase in an aggregate principal amount of $6.4 million (the “Commitment Increase”) by the New Lender under the Amended Credit Agreement. Loans under the Commitment Increase will have the same terms as loans under the original term loan commitments provided by the Existing Lender. In connection with Incremental Amendment No. 1, on October 2, 2023, the Company and the New Lender entered into a warrantholders agreement setting forth the rights and obligations of the Company and the New Lender as a holder of Warrants, and providing for the issuance of the Warrants to purchase up to 176,724 shares of Common Stock. The fair value of the warrants is recognized as a liability on the condensed consolidated balance sheets as of the reporting period. See Note 6, Common Stock Warrants for more information. Any future non-compliance with the covenants under the Credit Agreement or the Fourth Waiver, or termination of our agreement to sell our Medicare Advantage business in California to Molina Healthcare, Inc. (“the Molina Purchase Agreement”), may result in the obligations under the Credit Agreement being accelerated. Based on our projected cash flows and absent any other action, the Company may not meet certain covenants under the Credit Agreement, the Fourth Waiver or the New Credit Agreement, which may result in the obligations under the Credit Agreement and New Credit Agreement being accelerated. The Company will require additional liquidity to meet its obligations as they come due in the 12 months following the date the condensed consolidated financial statements contained in this Quarterly Report are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management has implemented a restructuring plan to reduce capital needs and our operating expenses in the future to drive positive operating cash flow and increase liquidity. The Company’s Bright HealthCare - Commercial business exited the ACA marketplace at the end of the 2022 plan year. In addition to our market exits, management is in the process of executing upon additional restructuring activities, which include reducing our workforce, exiting excess office space, and terminating or restructuring contracts. The Company closed on a $175.0 million capital raise in October 2022 to fund our continuing operations as further described in Note 8, Redeemable Convertible Preferred Stock . On June 30, 2023, the Company entered into the Molina Purchase Agreement 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 the first quarter of 2024. Further, as described above, the Company entered into the New Credit Agreement on August 4, 2023, and borrowed a total of $50.0 million as of September 30, 2023. Subsequent to September 30, 2023 we borrowed an additional $8.2 million under the Amended Credit Agreement. In the event the Company is unable to execute the sale of the California Medicare Advantage business, obtain additional financing or take other management actions, among other potential consequences, the Company forecasts we will be unable to satisfy our obligations. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements: There are no accounting pronouncements that were recently issued and not yet adopted or adopted since our audited consolidated financial statements were issued that had, or are expected to have, a material impact on our consolidated financial position, results of operations, or cash flows. |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Operating Costs by Functional Classification | Operating Costs: Our operating costs, by functional classification for the three and nine months ended September 30, 2023 and 2022, are as follows (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Compensation and fringe benefits $ 45,685 $ 59,432 $ 146,722 $ 184,440 Professional fees 15,126 11,455 34,745 27,200 Marketing and selling expenses 258 313 1,462 2,583 General and administrative expenses 5,129 5,847 19,719 19,764 Other operating expenses 6,334 8,519 19,049 27,364 Total operating costs $ 72,532 $ 85,566 $ 221,697 $ 261,351 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | Restructuring charges by reportable segment and corporate for the periods ended September 30 were as follows (in thousands) : Three Months Ended September 30, 2023 Care Delivery Care Solutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 5,153 $ 5,153 Long-lived asset impairments — — — — Contract termination and other costs 130 — (2) 128 Total continuing operations $ 130 $ — $ 5,151 $ 5,281 Three Months Ended September 30, 2022 Care Delivery Care Solutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ (30) $ (30) Long-lived asset impairments — — — — Contract termination and other costs — — 35 35 Total continuing operations $ — $ — $ 5 $ 5 Nine Months Ended September 30, 2023 Care Delivery Care Solutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 5,774 $ 5,774 Long-lived asset impairments — — 880 880 Contract termination and other costs 130 — 83 213 Total continuing operations $ 130 $ — $ 6,737 $ 6,867 Nine Months Ended September 30, 2022 Care Delivery Care Solutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 8,671 $ 8,671 Long-lived asset impairments — — — — Contract termination and other costs — — 991 991 Total continuing operations $ — $ — $ 9,662 $ 9,662 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 |
Schedule of Restructuring Reserve by Type of Cost | Restructuring accrual activity recorded by major type for the nine months ended September 30, 2023 were as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2023 $ 24,077 $ — $ 24,077 Charges 5,774 213 5,987 Cash payments (19,385) (213) (19,598) Balance at September 30, 2023 $ 10,466 $ — $ 10,466 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 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying value of goodwill by reportable segment were as follows (in thousands) : September 30, 2023 December 31, 2022 Gross Carrying Cumulative Gross Carrying Cumulative Care Delivery $ 401,385 $ 401,385 $ 401,385 $ — Total $ 401,385 $ 401,385 $ 401,385 $ — |
Schedule of Finite-Lived Intangible Assets | The gross carrying value and accumulated amortization for definite-lived intangible assets were as follows (in thousand s) : September 30, 2023 December 31, 2022 Gross Carrying Accumulated Amortization Gross Carrying Accumulated Amortization Customer relationships $ 80,021 $ 24,038 $ 80,021 $ 17,655 Trade names 48,361 8,194 48,361 5,776 Total $ 128,382 $ 32,232 $ 128,382 $ 23,431 |
Schedule of Estimated Amortization Expense Relating to Intangible Assets | Estimated amortization expense relating to intangible assets for the remainder of 2023 and for each of the next five full years ending December 31 is as follows (in thousand s) : 2023 (October-December) $ 2,912 2024 $ 11,574 2025 $ 11,574 2026 $ 11,574 2027 $ 11,574 2028 $ 10,295 |
MEDICAL COSTS PAYABLE (Tables)
MEDICAL COSTS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Insurance [Abstract] | |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | The following table shows the components of the change in medical costs payable for the nine months ended September 30, 2023 and 2022 (in thousand s) : September 30, 2023 2022 Medical costs payable - January 1 $ 116,021 $ 6,764 Incurred related to: Current year 737,306 645,398 Prior year 912 (2,690) Total incurred 738,218 642,708 Paid related to: Current year 584,240 535,154 Prior year 100,221 4,076 Total paid 684,461 539,230 Medical costs payable - September 30 $ 169,778 $ 110,242 The table below details the components making up the medical costs payable as of September 30 (in thou sand s) : September 30, 2023 2022 Claims unpaid $ — $ 602 Provider incentive payable 20,288 5,375 Claims adjustment expense liability — — Incurred but not reported (IBNR) 149,490 104,265 Total medical costs payable $ 169,778 $ 110,242 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 |
COMMON STOCK WARRANTS (Tables)
COMMON STOCK WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants | We account for our common stock warrants at the time of inception as derivatives, utilizing ASC 815, by recording a liability equal to the warrants’ fair market value that is marked to market at the end of each period. Per the terms of the NEA Warrantholders Agreement, the market value is calculated as the ending stock price less the $0.01 exercise price. As we draw on the available funds, warrants are issued; warrants will remain classified as a liability and be fair valued each period until they are exercised by the warrantholder. Upon exercise, we relieve the associated liability into additional paid in capital at the fair value of the warrants on the date of exercise, classifying the exercised warrants as equity. Fair Value Balance at January 1, 2023 $ — Newly executed Warrantholders Agreement 25,051 Change in fair value of outstanding warrants (15,177) Balance at September 30, 2023 $ 9,874 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Option, Activity | The activity for stock options for the nine months ended September 30, 2023 is as follows (in thousand s, except exercise price and contractual life) : Shares Weighted-Average Weighted-Average Aggregate Outstanding at January 1, 2023 804 $ 145.60 6.7 $ 6,560 Granted — — Exercised — — Forfeited (44) 184.78 Expired (87) 161.80 Outstanding at September 30, 2023 673 $ 140.83 5.2 $ 225 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The followin g table summarizes RSU award activity for the nine months ended September 30, 2023 (in thousands, except weighted average grant date fair value) : Number of RSUs Weighted Average Grant Date Fair Value Unvested RSUs at December 31, 2022 470 $ 189.88 Granted 964 32.24 Vested (103) 134.88 Forfeited (275) 111.65 Unvested RSUs at September 30, 2023 1,056 $ 71.42 |
Share-based Payment Arrangement, Performance Shares, Activity | The following table summarizes PSU award activity for the nine months ended September 30, 2023 (in thousands, except weighted average grant date fair value) : Number of PSUs Weighted Average Grant Date Fair Value Unvested PSUs at December 31, 2022 131 $ 744.00 Granted — — Forfeited — — Unvested PSUs at September 30, 2023 131 $ 744.00 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30 (in thousands, except for per share amounts) : Three Months Ended Nine Months Ended 2023 2022 2023 2022 Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends $ (578,514) $ (160,625) $ (717,946) $ (413,305) Loss from discontinued operations (67,843) (165,899) (240,321) (401,518) Net loss attributable to Bright Health Group, Inc. common shareholders $ (646,357) $ (326,524) $ (958,267) $ (814,823) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 7,977 7,871 7,945 7,865 Basic and diluted loss per share attributable to Bright Health Group, Inc. common shareholders Continuing operations $ (72.52) $ (20.41) $ (90.36) $ (52.55) Discontinued operations $ (8.51) $ (21.07) $ (30.25) $ (51.05) Net loss per share attributable to common stockholders, basic and diluted $ (81.03) $ (41.48) $ (120.61) $ (103.60) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the nine months ended September 30 (in thousa nd s) : Nine Months Ended 2023 2022 Redeemable convertible preferred stock (as converted to common stock) 4,599 2,112 Issued and outstanding common stock warrants 1,381 — Stock options to purchase common stock 673 853 Restricted stock units 1,056 458 Total 7,709 3,423 |
SEGMENTS AND GEOGRAPHIC INFOR_2
SEGMENTS AND GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Financial Information | The following tables present the reportable segment financial information for the three and nine months ended September 30, 2023 and 2022 (in thousands) : Three Months Ended September 30, 2023 Care Delivery Care Solutions Corporate & Eliminations Consolidated Capitated revenue $ 60,371 $ — $ — $ 60,371 ACO REACH revenue — 200,044 — 200,044 Service revenue 8,245 733 — 8,978 Investment income — — 6 6 Total unaffiliated revenue 68,616 200,777 6 269,399 Affiliated revenue (1,482) — 1,482 — Total segment revenue 67,134 200,777 1,488 269,399 Operating loss (390,761) (29,355) (42,659) (462,775) Depreciation and amortization 3,160 — 957 4,117 Bad debt expense 8 22,413 — 22,421 Restructuring charges 130 — 5,151 5,281 Goodwill impairment 401,385 — — 401,385 Three Months Ended September 30, 2022 Care Delivery Care Solutions Corporate & Eliminations Consolidated Capitated revenue $ 33,006 $ — $ — $ 33,006 ACO REACH revenue — 145,433 — 145,433 Service revenue 10,050 26 — 10,076 Investment income (loss) — — 4,848 4,848 Total unaffiliated revenue 43,056 145,459 4,848 193,363 Affiliated revenue 257,707 — (257,707) — Total segment revenue 300,763 145,459 (252,859) 193,363 Operating income (loss) (42,627) (3,115) (50,185) (95,927) Depreciation and amortization 6,374 — 2,573 8,947 Bad debt expense 4 — 7 11 Restructuring charges — — 5 5 Intangible assets impairment 42,611 — — 42,611 Nine Months Ended September 30, 2023 Care Delivery Care Solutions Corporate & Eliminations Consolidated Capitated revenue $ 159,683 $ — $ — $ 159,683 ACO REACH revenue — 676,845 — 676,845 Service revenue 29,711 1,676 — 31,387 Investment income (loss) — — 16 16 Total unaffiliated revenue 189,394 678,521 16 867,931 Affiliated revenue 6,487 — (6,487) — Total segment revenue 195,881 678,521 (6,471) 867,931 Operating income (loss) (373,094) (27,868) (130,099) (531,061) Depreciation and amortization 9,470 — 4,801 14,271 Bad debt expense 639 22,415 — 23,054 Restructuring charges 130 — 6,737 6,867 Goodwill impairment 401,385 — — 401,385 Nine Months Ended September 30, 2022 Care Delivery Care Solutions Corporate & Eliminations Consolidated Capitated revenue $ 79,295 $ — $ — $ 79,295 ACO REACH revenue — 465,435 — 465,435 Service revenue 30,960 78 — 31,038 Investment income (loss) — — (52,301) (52,301) Total unaffiliated revenue 110,255 465,513 (52,301) 523,467 Affiliated revenue 830,098 — (830,098) — Total segment revenue 940,353 465,513 (882,399) 523,467 Operating income (loss) (65,376) 1,874 (214,348) (277,850) Depreciation and amortization 19,119 — 6,164 25,283 Bad debt expense 4 — 7 11 Restructuring charges — — 9,662 9,662 Intangible assets impairment 42,611 — — 42,611 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTEREST (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Noncontrolling Interest | The following t able provides details of our redeemable noncontrolling interest activity for the three and nine months ended September 30, 2023 and 2022 (in thousands) : 2023 2022 Balance at January 1 $ 219,758 $ 128,407 Earnings attributable to noncontrolling interest 1,421 (2,681) Distribution to noncontrolling interest holders (1,805) — Measurement adjustment 4,129 17,285 Balance at March 31 $ 223,503 $ 143,011 Earnings attributable to noncontrolling interest 3,139 3,625 Distribution to noncontrolling interest holders (3,147) (1,894) Measurement adjustment 21,066 19,712 Balance at June 30 $ 244,561 $ 164,454 Earnings attributable to noncontrolling interest 3,211 30,765 Distribution to noncontrolling interest holders (4,045) (138) Measurement adjustment 83,536 15,945 Balance at September 30 $ 327,263 $ 211,026 |
ACO REACH (Tables)
ACO REACH (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Direct Contracting [Abstract] | |
Schedule Of Performance Guarantees | The tables below include the financial statement impacts of the performance guarantee at September 30, 2023 and for the three and nine-month period then ended ( in thousands ): September 30, 2023 December 31, 2022 ACO REACH performance year receivable (1) $ 350,478 $ 99,181 ACO REACH performance year obligation 224,908 — (1) We estimate there to be $141.2 million and $0.6 million in-network and out-of-network claims incurred by beneficiaries aligned to our REACH ACOs but not reported as of September 30, 2023 and December 31, 2022, respectively; this is included in medical costs payable on the Condensed Consolidated Balance Sheets. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Amortization of ACO REACH performance year receivable (1) $ 223,363 $ 153,868 $ 648,334 $ 385,804 Amortization of ACO REACH performance year obligation 200,024 151,281 674,724 498,482 ACO REACH revenue 200,044 145,433 676,845 465,435 (1) The amortization of the ACO REACH performance year receivable includes $99.2 million related to the amortization of the prior year receivable. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations | 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 |
Schedule of Restructuring and Related Costs | Restructuring charges by reportable segment and corporate for the periods ended September 30 were as follows (in thousands) : Three Months Ended September 30, 2023 Care Delivery Care Solutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 5,153 $ 5,153 Long-lived asset impairments — — — — Contract termination and other costs 130 — (2) 128 Total continuing operations $ 130 $ — $ 5,151 $ 5,281 Three Months Ended September 30, 2022 Care Delivery Care Solutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ (30) $ (30) Long-lived asset impairments — — — — Contract termination and other costs — — 35 35 Total continuing operations $ — $ — $ 5 $ 5 Nine Months Ended September 30, 2023 Care Delivery Care Solutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 5,774 $ 5,774 Long-lived asset impairments — — 880 880 Contract termination and other costs 130 — 83 213 Total continuing operations $ 130 $ — $ 6,737 $ 6,867 Nine Months Ended September 30, 2022 Care Delivery Care Solutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 8,671 $ 8,671 Long-lived asset impairments — — — — Contract termination and other costs — — 991 991 Total continuing operations $ — $ — $ 9,662 $ 9,662 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 |
Schedule of Restructuring Reserve by Type of Cost | Restructuring accrual activity recorded by major type for the nine months ended September 30, 2023 were as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2023 $ 24,077 $ — $ 24,077 Charges 5,774 213 5,987 Cash payments (19,385) (213) (19,598) Balance at September 30, 2023 $ 10,466 $ — $ 10,466 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 |
Schedule of Debt Securities, Available-for-sale | 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 |
Schedule of Debt Securities, Held-to-maturity | 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 |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | The following table shows the components of the change in medical costs payable for the nine months ended September 30, 2023 and 2022 (in thousand s) : September 30, 2023 2022 Medical costs payable - January 1 $ 116,021 $ 6,764 Incurred related to: Current year 737,306 645,398 Prior year 912 (2,690) Total incurred 738,218 642,708 Paid related to: Current year 584,240 535,154 Prior year 100,221 4,076 Total paid 684,461 539,230 Medical costs payable - September 30 $ 169,778 $ 110,242 The table below details the components making up the medical costs payable as of September 30 (in thou sand s) : September 30, 2023 2022 Claims unpaid $ — $ 602 Provider incentive payable 20,288 5,375 Claims adjustment expense liability — — Incurred but not reported (IBNR) 149,490 104,265 Total medical costs payable $ 169,778 $ 110,242 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 |
ORGANIZATION AND BASIS OF PRE_4
ORGANIZATION AND BASIS OF PRESENTATION - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Aug. 04, 2023 USD ($) $ / shares shares | May 19, 2023 $ / shares | May 04, 2023 | Nov. 09, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Oct. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 | Sep. 30, 2022 USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 USD ($) business $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Oct. 02, 2023 USD ($) shares | |
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Number of market facing business | business | 2 | |||||||||||||||
Net loss | $ (805,236,000) | $ (547,148,000) | $ (270,130,000) | $ (805,236,000) | $ (702,089,000) | |||||||||||
Proceeds from sale of stock | $ 175,000,000 | |||||||||||||||
Short-term borrowings | $ 353,947,000 | $ 353,947,000 | 353,947,000 | $ 303,947,000 | ||||||||||||
Proceeds from short-term borrowings | $ 50,000,000 | $ 303,947,000 | ||||||||||||||
Reverse stock splits (in shares) | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | 0.0125 | ||||||
Maximum expected duration of effective time of the reverse stock split | 1 year | |||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Medical costs | $ (226,438,000) | $ (152,150,000) | $ (731,718,000) | $ (462,399,000) | ||||||||||||
Loss from discontinued operations | 67,843,000 | 165,899,000 | 240,321,000 | 401,518,000 | ||||||||||||
Current assets of discontinued operations | $ (1,368,694,000) | (1,368,694,000) | (1,368,694,000) | $ (3,187,464,000) | ||||||||||||
Current liabilities of discontinued operations | (974,502,000) | (974,502,000) | (974,502,000) | (3,157,236,000) | ||||||||||||
Centers for Medicare & Medicaid Services | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Cash settlement | 1,500,000,000 | |||||||||||||||
Repayment aggregate amount | $ 380,000,000 | 380,000,000 | 380,000,000 | |||||||||||||
Repayment period | 18 months | |||||||||||||||
Interest rate | 11.50% | |||||||||||||||
Capitated revenue | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Revenue | (60,371,000) | (33,006,000) | (159,683,000) | (79,295,000) | ||||||||||||
Revision of Prior Period, Error Correction, Adjustment | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Medical costs | 44,500,000 | 157,700,000 | ||||||||||||||
Loss from discontinued operations | 10,800,000 | 10,800,000 | ||||||||||||||
Current assets of discontinued operations | 17,900,000 | 17,900,000 | ||||||||||||||
Current liabilities of discontinued operations | 7,200,000 | 7,200,000 | ||||||||||||||
Revision of Prior Period, Error Correction, Adjustment | Capitated revenue | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Revenue | $ 44,500,000 | $ 157,700,000 | ||||||||||||||
Minimum | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Reverse stock splits (in shares) | 0.0667 | |||||||||||||||
Maximum | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Reverse stock splits (in shares) | 0.0125 | |||||||||||||||
Discontinued Operations, Held-for-Sale | Brand New Day and Central Health Plan | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Total consideration | $ 600,000,000 | |||||||||||||||
Warrantholders Agreement | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||
Warrants to purchase our common stock (in shares) | shares | 1,656,789 | |||||||||||||||
Warrantholders Agreement | Subsequent Event | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Warrants to purchase our common stock (in shares) | shares | 176,724 | |||||||||||||||
Revolving Credit Facility | Line of Credit | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Revolving credit facility | $ 350,000,000 | 350,000,000 | 350,000,000 | |||||||||||||
Minimum liquidity covenant | $ 25,000,000 | |||||||||||||||
Short-term borrowings | 303,900,000 | 303,900,000 | 303,900,000 | $ 303,900,000 | ||||||||||||
Revolving Credit Facility | Line of Credit | Delayed Draw Term Loan | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Term loan commitments | $ 60,000,000 | |||||||||||||||
Draw period | 9 months | |||||||||||||||
Interest rate | 15% | |||||||||||||||
Revolving Credit Facility | Line of Credit | New Credit Agreement | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Term loan commitments | $ 60,000,000 | |||||||||||||||
Short-term borrowings | $ 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||
Proceeds from short-term borrowings | $ 50,000,000 | $ 50,000,000 | ||||||||||||||
Revolving Credit Facility | Line of Credit | New Credit Agreement | Subsequent Event | ||||||||||||||||
Organization and Basis of Presentation [Line Items] | ||||||||||||||||
Term loan commitment increase in an aggregate principal amount | $ 6,400,000 | |||||||||||||||
Proceeds from short-term borrowings | $ 8,200,000 |
ORGANIZATION AND BASIS OF PRE_5
ORGANIZATION AND BASIS OF PRESENTATION - Schedule of Operating Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Compensation and fringe benefits | $ 45,685 | $ 59,432 | $ 146,722 | $ 184,440 |
Professional fees | 15,126 | 11,455 | 34,745 | 27,200 |
Marketing and selling expenses | 258 | 313 | 1,462 | 2,583 |
General and administrative expenses | 5,129 | 5,847 | 19,719 | 19,764 |
Other operating expenses | 6,334 | 8,519 | 19,049 | 27,364 |
Total operating costs | $ 72,532 | $ 85,566 | $ 221,697 | $ 261,351 |
RESTRUCTURING CHARGES - Schedul
RESTRUCTURING CHARGES - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Employee termination benefits | $ 5,153 | $ (30) | $ 5,774 | $ 8,671 |
Long-lived asset impairments | 0 | 0 | 880 | 0 |
Contract termination and other costs | 128 | 35 | 213 | 991 |
Total restructuring charges | 5,281 | 5 | 6,867 | 9,662 |
One Corporate Office Location | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Long-lived asset impairments | 900 | |||
Care Delivery | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee termination benefits | 0 | 0 | 0 | 0 |
Long-lived asset impairments | 0 | 0 | 0 | 0 |
Contract termination and other costs | 130 | 0 | 130 | 0 |
Total restructuring charges | 130 | 0 | 130 | 0 |
Care Solutions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee termination benefits | 0 | 0 | 0 | 0 |
Long-lived asset impairments | 0 | 0 | 0 | 0 |
Contract termination and other costs | 0 | 0 | 0 | 0 |
Total restructuring charges | 0 | 0 | 0 | 0 |
Corporate & Eliminations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee termination benefits | 5,153 | (30) | 5,774 | 8,671 |
Long-lived asset impairments | 0 | 0 | 880 | 0 |
Contract termination and other costs | (2) | 35 | 83 | 991 |
Total restructuring charges | $ 5,151 | $ 5 | $ 6,737 | $ 9,662 |
RESTRUCTURING CHARGES - Narrati
RESTRUCTURING CHARGES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Long-lived asset impairments | $ 0 | $ 0 | $ 880 | $ 0 |
One Corporate Office Location | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Long-lived asset impairments | $ 900 |
RESTRUCTURING CHARGES - Sched_2
RESTRUCTURING CHARGES - Schedule of Restructuring Reserve by Type of Cost (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | $ 24,077 |
Charges | 5,987 |
Cash payments | (19,598) |
Ending Balance | 10,466 |
Employee Termination Benefits | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 24,077 |
Charges | 5,774 |
Cash payments | (19,385) |
Ending Balance | 10,466 |
Contract Termination Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0 |
Charges | 213 |
Cash payments | (213) |
Ending Balance | $ 0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill [Roll Forward] | ||
Gross Carrying Amount | $ 401,385 | $ 401,385 |
Cumulative Impairment | 401,385 | 0 |
Care Delivery | ||
Goodwill [Roll Forward] | ||
Gross Carrying Amount | 401,385 | 401,385 |
Cumulative Impairment | $ 401,385 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 0 | $ 0 | $ 401,385,000 | ||
Impairment of intangible assets | 0 | $ 42,600,000 | 0 | $ 42,600,000 | |
Amortization of intangible assets | 2,900,000 | $ 6,200,000 | 8,800,000 | $ 18,600,000 | |
Care Solutions | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 0 | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 128,382 | $ 128,382 |
Accumulated Amortization | 32,232 | 23,431 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 80,021 | 80,021 |
Accumulated Amortization | 24,038 | 17,655 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 48,361 | 48,361 |
Accumulated Amortization | $ 8,194 | $ 5,776 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Asset Amortization Expense (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (October-December) | $ 2,912 |
2024 | 11,574 |
2025 | 11,574 |
2026 | 11,574 |
2027 | 11,574 |
2028 | $ 10,295 |
MEDICAL COSTS PAYABLE - Change
MEDICAL COSTS PAYABLE - Change in Medical Costs Payable (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Medical costs payable, beginning balance | $ 116,021 | $ 6,764 |
Incurred related to: | ||
Current year | 737,306 | 645,398 |
Prior year | 912 | (2,690) |
Total incurred | 738,218 | 642,708 |
Paid related to: | ||
Current year | 584,240 | 535,154 |
Prior year | 100,221 | 4,076 |
Total paid | 684,461 | 539,230 |
Medical costs payable, ending balance | $ 169,778 | $ 110,242 |
MEDICAL COSTS PAYABLE - Narrati
MEDICAL COSTS PAYABLE - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Insurance [Abstract] | ||
Medical costs payable, increase (decrease) to prior years | $ 0.9 | $ (2.7) |
MEDICAL COSTS PAYABLE - Compone
MEDICAL COSTS PAYABLE - Components of Medical Costs Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Insurance [Abstract] | ||||
Claims unpaid | $ 0 | $ 602 | ||
Provider incentive payable | 20,288 | 5,375 | ||
Claims adjustment expense liability | 0 | 0 | ||
Incurred but not reported (IBNR) | 149,490 | 104,265 | ||
Total medical costs payable | $ 169,778 | $ 116,021 | $ 110,242 | $ 6,764 |
SHORT-TERM BORROWINGS (Details)
SHORT-TERM BORROWINGS (Details) - USD ($) | 9 Months Ended | |||
Aug. 04, 2023 | Sep. 30, 2023 | Oct. 02, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | ||||
Short-term borrowings | $ 353,947,000 | $ 303,947,000 | ||
Revolving Credit Facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility | 350,000,000 | |||
Short-term borrowings | $ 303,900,000 | $ 303,900,000 | ||
Effective annual interest rate | 10.42% | |||
Letters of credit outstanding | $ 30,700,000 | |||
Minimum liquidity covenant | $ 25,000,000 | |||
Revolving Credit Facility | Line of Credit | New Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Short-term borrowings | $ 50,000,000 | |||
Effective annual interest rate | 15% | |||
Term loan commitments | $ 60,000,000 | |||
Revolving Credit Facility | Line of Credit | New Credit Agreement | Subsequent Event | ||||
Line of Credit Facility [Line Items] | ||||
Term loan commitment increase in an aggregate principal amount | $ 6,400,000 |
COMMON STOCK WARRANTS - Narrati
COMMON STOCK WARRANTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||||
Aug. 04, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 18, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||||
Warrant liability | $ 9,874 | $ 9,874 | $ 0 | |||
Proceeds from short-term borrowings | 50,000 | $ 303,947 | ||||
Warrant expense | 9,874 | $ 0 | ||||
Revolving Credit Facility | New Credit Agreement | Line of Credit | ||||||
Class of Warrant or Right [Line Items] | ||||||
Proceeds from short-term borrowings | $ 50,000 | $ 50,000 | ||||
Warrantholders Agreement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ 0.01 | |||||
Warrant liability | $ 25,100 | |||||
Warrant available to be issued (in shares) | 1.7 | 0.3 | 0.3 | |||
Fair market value per share (in dollars per share) | $ 15.12 | |||||
Warrants outstanding (in shares) | 1.4 | |||||
Warrant expense | $ (15,177) |
COMMON STOCK WARRANTS - Common
COMMON STOCK WARRANTS - Common Stock Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class Of Warrants [Roll Forward] | |||
Change in fair value of outstanding warrants | $ 9,874 | $ 0 | |
Warrantholders Agreement | |||
Class Of Warrants [Roll Forward] | |||
Beginning balance | 0 | ||
Newly executed Warrantholders Agreement | $ 25,051 | ||
Change in fair value of outstanding warrants | (15,177) | ||
Ending balance | $ 9,874 | $ 9,874 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2023 USD ($) vestingTranche shares | Sep. 30, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance (in shares) | shares | 1,700,000 | |||
Number of shares available for grant (in shares) | shares | 300,000 | |||
Granted (in shares) | shares | 0 | |||
Unrecognized compensation expense | $ | $ 37 | |||
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ | $ 27.4 | |||
Vesting period | 3 years | |||
Option grants expiration | 10 years | |||
Granted (in shares) | shares | 0 | |||
Unrecognized compensation expense, weighted average recognition period | 1 year 4 months 24 days | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ | $ 20.8 | |||
Vesting period | 3 years | |||
Unrecognized compensation expense, weighted average recognition period | 1 year 7 months 6 days | |||
Unrecognized compensation expense, other than options | $ | $ 36.8 | |||
Granted (in shares) | shares | 964,000 | |||
Restricted stock units | Board of Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
PSU's | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ | $ 17.4 | |||
Unrecognized compensation expense, weighted average recognition period | 8 months 12 days | |||
Unrecognized compensation expense, other than options | $ | $ 18.6 | |||
Granted (in shares) | shares | 0 | |||
PSU's | IPO | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | shares | 183,750,000,000 | |||
Number of vesting tranches | vestingTranche | 4 | |||
Service period | 3 years | |||
Tranche One | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting | 25% | |||
Vesting period | 1 year | |||
Tranche Two | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 36 months | |||
Selling, General and Administrative Expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ | $ 65.6 | $ 77.3 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shares | ||
Beginning balance (in shares) | 804 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (44) | |
Expired (in shares) | (87) | |
Ending balance (in shares) | 673 | 804 |
Weighted-Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 145.60 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 184.78 | |
Expired (in dollars per share) | 161.80 | |
Ending balance (in dollars per share) | $ 140.83 | $ 145.60 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted-Average Remaining Contractual Life (In Years) | 5 years 2 months 12 days | 6 years 8 months 12 days |
Aggregate Intrinsic Value | $ 225 | $ 6,560 |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of RSU and PSU Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Restricted stock units | |
Number of Awards | |
Beginning balance (in shares) | shares | 470 |
Granted (in shares) | shares | 964 |
Vested (in shares) | shares | (103) |
Forfeited (in shares) | shares | (275) |
Ending balance (in shares) | shares | 1,056 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 189.88 |
Granted (in dollars per share) | $ / shares | 32.24 |
Vested (in dollars per share) | $ / shares | 134.88 |
Forfeited (in dollars per share) | $ / shares | 111.65 |
Ending balance (in dollars per share) | $ / shares | $ 71.42 |
PSU's | |
Number of Awards | |
Beginning balance (in shares) | shares | 131 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 131 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 744 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 744 |
REDEEMABLE CONVERTIBLE PREFER_2
REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 17, 2022 USD ($) tradingDay $ / shares shares | Jan. 03, 2022 USD ($) tradingDay $ / shares shares | Oct. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Aug. 04, 2023 $ / shares | |
Class of Stock [Line Items] | |||||||
Issuance of preferred stock (in shares) | shares | 750,000 | ||||||
Issuance of preferred stock | $ | $ 747,481 | ||||||
Proceeds from sale of stock | $ | $ 175,000 | ||||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Issuance of preferred stock (in shares) | shares | 750,000 | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Issuance of preferred stock | $ | $ 750,000 | ||||||
Redemption price (in dollars per share) | $ 1,000 | ||||||
Temporary equity, liquidation preference (in dollars per share) | $ 1,000 | ||||||
Dividend rate | 5% | ||||||
Accretion to redemption value | $ | $ 67,700 | $ 37,900 | |||||
Conversion price (in dollars per share) | $ 364 | $ 292.30 | |||||
Temporary equity, conversion threshold, volume weighted average price of common stock percentage | 175% | ||||||
Number of threshold trading days | tradingDay | 20 | ||||||
Number of consecutive trading days | tradingDay | 30 | ||||||
Multiplier for accrued and unpaid dividends, before seventh anniversary | 105% | ||||||
Multiplier for accrued and unpaid dividends, after seventh anniversary | 100% | ||||||
Liquidation preference | 105% | ||||||
Series B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Temporary equity, liquidation preference (in dollars per share) | $ 1,000 | ||||||
Dividend rate | 5% | ||||||
Accretion to redemption value | $ | $ 8,500 | $ 1,800 | |||||
Conversion price (in dollars per share) | $ 113.60 | $ 101.85 | |||||
Temporary equity, conversion threshold, volume weighted average price of common stock percentage | 287% | ||||||
Number of threshold trading days | tradingDay | 20 | ||||||
Number of consecutive trading days | tradingDay | 30 | ||||||
Multiplier for accrued and unpaid dividends, before seventh anniversary | 105% | ||||||
Multiplier for accrued and unpaid dividends, after seventh anniversary | 100% | ||||||
Liquidation preference | 105% | ||||||
Number of shares issued (in shares) | shares | 175,000 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||
Proceeds from sale of stock | $ | $ 175,000 | ||||||
Price per share of stock (in dollars per share) | $ 1,000 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Net Loss Per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Earnings Per Share [Abstract] | |||||
Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends | $ (578,514) | $ (160,625) | $ (717,946) | $ (413,305) | |
Loss from discontinued operations | (67,843) | (165,899) | (240,321) | (401,518) | |
Net loss attributable to Bright Health Group, Inc. common shareholders | $ (646,357) | $ (326,524) | $ (958,267) | $ (814,823) | |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares) | [1] | 7,977 | 7,871 | 7,945 | 7,865 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares) | [1] | 7,977 | 7,871 | 7,945 | 7,865 |
Basic and diluted loss per share attributable to Bright Health Group, Inc. common shareholders | |||||
Continuing operations, basic (in dollars per share) | $ (72.52) | $ (20.41) | $ (90.36) | $ (52.55) | |
Continuing operations, diluted (in dollars per share) | (72.52) | (20.41) | (90.36) | (52.55) | |
Discontinued operations, basic (in dollars per share) | (8.51) | (21.07) | (30.25) | (51.05) | |
Discontinued operations, diluted (in dollars per share) | (8.51) | (21.07) | (30.25) | (51.05) | |
Net loss per share attributable to common stockholders, basic (in dollars per share) | (81.03) | (41.48) | (120.61) | (103.60) | |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (81.03) | $ (41.48) | $ (120.61) | $ (103.60) | |
[1]*Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 80 reverse stock split |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded From Net Loss Per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 7,709 | 3,423 |
Redeemable convertible preferred stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 4,599 | 2,112 |
Issued and outstanding common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 1,381 | 0 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 673 | 853 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 1,056 | 458 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Loss contingency, damages paid, value | $ 0 | $ 0 |
SEGMENTS AND GEOGRAPHIC INFOR_3
SEGMENTS AND GEOGRAPHIC INFORMATION - Narrative (Details) member in Thousands, consumer in Thousands | 9 Months Ended |
Sep. 30, 2023 primaryCareClinic member segment consumer | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Care Delivery | |
Segment Reporting Information [Line Items] | |
Number of primary care clinics | primaryCareClinic | 72 |
Number of individuals served | consumer | 330 |
Care Solutions | |
Segment Reporting Information [Line Items] | |
Number of individuals served | member | 62 |
SEGMENTS AND GEOGRAPHIC INFOR_4
SEGMENTS AND GEOGRAPHIC INFORMATION - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
ACO REACH revenue | $ 200,044 | $ 145,433 | $ 676,845 | $ 465,435 |
Investment income (loss) | 6 | 4,848 | 16 | (52,301) |
Total revenue | 269,399 | 193,363 | 867,931 | 523,467 |
Operating income (loss) | (462,775) | (95,927) | (531,061) | (277,850) |
Depreciation and amortization | 4,117 | 8,947 | 14,271 | 25,283 |
Bad debt expense | 22,421 | 11 | 23,054 | 11 |
Restructuring charges | 5,281 | 5 | 6,867 | 9,662 |
Goodwill impairment | 401,385 | 0 | 401,385 | 0 |
Impairment of intangible assets | 0 | 42,611 | 0 | 42,611 |
Total unaffiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 269,399 | 193,363 | 867,931 | 523,467 |
Affiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Capitated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 60,371 | 33,006 | 159,683 | 79,295 |
Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 8,978 | 10,076 | 31,387 | 31,038 |
Corporate & Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
ACO REACH revenue | 0 | 0 | 0 | 0 |
Investment income (loss) | 6 | 4,848 | 16 | (52,301) |
Total revenue | 1,488 | (252,859) | (6,471) | (882,399) |
Operating income (loss) | (42,659) | (50,185) | (130,099) | (214,348) |
Depreciation and amortization | 957 | 2,573 | 4,801 | 6,164 |
Bad debt expense | 0 | 7 | 0 | 7 |
Restructuring charges | 5,151 | 5 | 6,737 | 9,662 |
Goodwill impairment | 0 | 0 | ||
Impairment of intangible assets | 0 | 0 | ||
Corporate & Eliminations | Total unaffiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 6 | 4,848 | 16 | (52,301) |
Corporate & Eliminations | Affiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,482 | (257,707) | (6,487) | (830,098) |
Corporate & Eliminations | Capitated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Corporate & Eliminations | Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Care Delivery | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring charges | 130 | 0 | 130 | 0 |
Care Delivery | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
ACO REACH revenue | 0 | 0 | 0 | 0 |
Investment income (loss) | 0 | 0 | 0 | 0 |
Total revenue | 67,134 | 300,763 | 195,881 | 940,353 |
Operating income (loss) | (390,761) | (42,627) | (373,094) | (65,376) |
Depreciation and amortization | 3,160 | 6,374 | 9,470 | 19,119 |
Bad debt expense | 8 | 4 | 639 | 4 |
Restructuring charges | 130 | 0 | 130 | 0 |
Goodwill impairment | 401,385 | 401,385 | ||
Impairment of intangible assets | 42,611 | 42,611 | ||
Care Delivery | Operating Segments | Total unaffiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 68,616 | 43,056 | 189,394 | 110,255 |
Care Delivery | Operating Segments | Affiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | (1,482) | 257,707 | 6,487 | 830,098 |
Care Delivery | Operating Segments | Capitated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 60,371 | 33,006 | 159,683 | 79,295 |
Care Delivery | Operating Segments | Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 8,245 | 10,050 | 29,711 | 30,960 |
Care Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring charges | 0 | 0 | 0 | 0 |
Care Solutions | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
ACO REACH revenue | 200,044 | 145,433 | 676,845 | 465,435 |
Investment income (loss) | 0 | 0 | 0 | 0 |
Total revenue | 200,777 | 145,459 | 678,521 | 465,513 |
Operating income (loss) | (29,355) | (3,115) | (27,868) | 1,874 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Bad debt expense | 22,413 | 0 | 22,415 | 0 |
Restructuring charges | 0 | 0 | 0 | 0 |
Goodwill impairment | 0 | 0 | ||
Impairment of intangible assets | 0 | 0 | ||
Care Solutions | Operating Segments | Total unaffiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 200,777 | 145,459 | 678,521 | 465,513 |
Care Solutions | Operating Segments | Affiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Care Solutions | Operating Segments | Capitated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Care Solutions | Operating Segments | Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 733 | $ 26 | $ 1,676 | $ 78 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (3,385) | $ 3,401 | $ (3,018) | $ 16,286 |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTEREST (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||
Beginning balance | $ 244,561 | $ 223,503 | $ 219,758 | $ 164,454 | $ 143,011 | $ 128,407 |
Earnings attributable to noncontrolling interest | 3,211 | 3,139 | 1,421 | 30,765 | 3,625 | (2,681) |
Distribution to noncontrolling interest holders | (4,045) | (3,147) | (1,805) | (138) | (1,894) | 0 |
Measurement adjustment | 83,536 | 21,066 | 4,129 | 15,945 | 19,712 | 17,285 |
Ending balance | $ 327,263 | $ 244,561 | $ 223,503 | $ 211,026 | $ 164,454 | $ 143,011 |
ACO REACH - Narrative (Details)
ACO REACH - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 directContractingEntity | |
Direct Contracting [Abstract] | |
Number of direct contracting arrangements | 3 |
Number of entities elected to participate in stop-loss arrangement | 2 |
Number of entities elected to third-party coverage | 1 |
Threshold of performance year benchmark | 25% |
ACO REACH - Schedule Of Perform
ACO REACH - Schedule Of Performance Guarantees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Direct Contracting [Abstract] | |||||
ACO REACH performance year receivable | $ 350,478 | $ 350,478 | $ 99,181 | ||
ACO REACH performance year obligation | 224,908 | 224,908 | 0 | ||
Out-of-network claims incurred | 141,200 | 141,200 | $ 600 | ||
Amortization of ACO REACH performance year receivable | 223,363 | $ 153,868 | 648,334 | $ 385,804 | |
Amortization of ACO REACH performance year obligation | 200,024 | 151,281 | 674,724 | 498,482 | |
ACO REACH revenue | 200,044 | $ 145,433 | 676,845 | $ 465,435 | |
Amortization of ACO REACH prior year receivable | $ 99,200 | $ 99,200 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Goodwill impairment | $ 401,385,000 | $ 0 | $ 401,385,000 | $ 0 | |||
Restructuring charges | 5,281,000 | $ 5,000 | 6,867,000 | $ 9,662,000 | |||
Centers for Medicare & Medicaid Services | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Repayment aggregate amount | $ 380,000,000 | 380,000,000 | 380,000,000 | ||||
Repayment period | 18 months | ||||||
Interest rate | 11.50% | ||||||
Additional RADV received | $ 22,600,000 | ||||||
Bright HealthCare | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Goodwill impairment | 0 | ||||||
Discontinued Operations, Held-for-Sale | Brand New Day and Central Health Plan | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Total consideration | $ 600,000,000 | ||||||
Discontinued Operations | Fair Value, Inputs, Level 1 | Bright HealthCare - Commercial | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash, cash equivalents, and short-term investments | 78,700,000 | 78,700,000 | 78,700,000 | $ 1,300,000,000 | |||
Discontinued Operations | Fair Value, Inputs, Level 2 | Bright HealthCare - Commercial | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash, cash equivalents, and short-term investments | $ 22,900,000 | $ 22,900,000 | $ 22,900,000 | $ 826,000,000 |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Statement of Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
Net loss from discontinued operations | $ (67,843) | $ (165,899) | $ (240,321) | $ (401,518) |
Discontinued Operations | ||||
Revenue: | ||||
Premium revenue | 437,030 | 1,367,522 | 1,319,292 | 4,325,857 |
Service revenue | 0 | 2,039 | 2,413 | 6,351 |
Investment income | 19,962 | 6,885 | 62,411 | 13,182 |
Other income | 799 | |||
Total revenue from discontinued operations | 456,992 | 1,376,446 | 1,384,116 | 4,346,189 |
Operating expenses: | ||||
Medical costs | 452,823 | 1,254,259 | 1,342,264 | 3,813,296 |
Operating costs | 70,001 | 210,604 | 274,290 | 847,016 |
Goodwill impairment | 74,165 | |||
Intangible assets impairment | 6,720 | |||
Depreciation and amortization | 0 | 4,956 | 5,872 | 14,890 |
Total operating expenses from discontinued operations | 522,824 | 1,543,984 | 1,622,426 | 4,756,087 |
Operating loss from discontinued operations | (65,832) | (167,538) | (238,310) | (409,898) |
Interest expense | (2,011) | 0 | (2,011) | 0 |
Loss from discontinued operations before income taxes | (67,843) | (167,538) | (240,321) | (409,898) |
Income tax expense (benefit) | 0 | (1,639) | 0 | (8,380) |
Net loss from discontinued operations | (67,843) | (165,899) | (240,321) | (401,518) |
Discontinued Operations | Bright HealthCare - Commercial | ||||
Revenue: | ||||
Premium revenue | (2,237) | 992,661 | (16,824) | 3,134,624 |
Service revenue | 0 | 38 | 30 | 108 |
Investment income | 19,923 | 6,849 | 61,934 | 13,099 |
Other income | 0 | |||
Total revenue from discontinued operations | 17,686 | 999,548 | 45,140 | 3,147,831 |
Operating expenses: | ||||
Medical costs | 53,331 | 913,574 | 113,933 | 2,717,841 |
Operating costs | 15,873 | 157,918 | 107,166 | 702,296 |
Goodwill impairment | 4,148 | |||
Intangible assets impairment | 6,720 | |||
Depreciation and amortization | 0 | 0 | 0 | 145 |
Total operating expenses from discontinued operations | 69,204 | 1,075,640 | 221,099 | 3,431,150 |
Operating loss from discontinued operations | (51,518) | (76,092) | (175,959) | (283,319) |
Interest expense | (2,011) | 0 | (2,011) | 0 |
Loss from discontinued operations before income taxes | (53,529) | (76,092) | (177,970) | (283,319) |
Income tax expense (benefit) | 0 | (1) | 0 | (3) |
Net loss from discontinued operations | (53,529) | (76,091) | (177,970) | (283,316) |
Discontinued Operations | Bright HealthCare | ||||
Revenue: | ||||
Premium revenue | 439,267 | 374,861 | 1,336,116 | 1,191,233 |
Service revenue | 0 | 0 | 0 | 0 |
Investment income | 39 | 36 | 477 | 83 |
Other income | 0 | |||
Total revenue from discontinued operations | 439,306 | 374,897 | 1,336,593 | 1,191,316 |
Operating expenses: | ||||
Medical costs | 399,492 | 340,685 | 1,228,331 | 1,095,455 |
Operating costs | 54,022 | 49,297 | 164,652 | 132,799 |
Goodwill impairment | 70,017 | |||
Intangible assets impairment | 0 | |||
Depreciation and amortization | 0 | 4,417 | 5,872 | 13,292 |
Total operating expenses from discontinued operations | 453,514 | 464,416 | 1,398,855 | 1,311,563 |
Operating loss from discontinued operations | (14,208) | (89,519) | (62,262) | (120,247) |
Interest expense | 0 | 0 | 0 | 0 |
Loss from discontinued operations before income taxes | (14,208) | (89,519) | (62,262) | (120,247) |
Income tax expense (benefit) | 0 | (1,649) | 0 | (8,390) |
Net loss from discontinued operations | (14,208) | (87,870) | (62,262) | (111,857) |
Discontinued Operations | Other | ||||
Revenue: | ||||
Premium revenue | 0 | 0 | 0 | 0 |
Service revenue | 0 | 2,001 | 2,383 | 6,243 |
Investment income | 0 | 0 | 0 | 0 |
Other income | 799 | |||
Total revenue from discontinued operations | 0 | 2,001 | 2,383 | 7,042 |
Operating expenses: | ||||
Medical costs | 0 | 0 | 0 | 0 |
Operating costs | 106 | 3,389 | 2,472 | 11,921 |
Goodwill impairment | 0 | |||
Intangible assets impairment | 0 | |||
Depreciation and amortization | 0 | 539 | 0 | 1,453 |
Total operating expenses from discontinued operations | 106 | 3,928 | 2,472 | 13,374 |
Operating loss from discontinued operations | (106) | (1,927) | (89) | (6,332) |
Interest expense | 0 | 0 | 0 | 0 |
Loss from discontinued operations before income taxes | (106) | (1,927) | (89) | (6,332) |
Income tax expense (benefit) | 0 | 11 | 0 | 13 |
Net loss from discontinued operations | $ (106) | $ (1,938) | $ (89) | $ (6,345) |
DISCONTINUED OPERATIONS - Sch_2
DISCONTINUED OPERATIONS - Schedule of Cash Flows From Operating and Investing Activities for Discontinued Operations (Details) - Discontinued Operations - Bright HealthCare - Commercial $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash used in operating activities - discontinued operations | $ (2,310,771) |
Cash provided by investing activities - discontinued operations | $ 1,145,441 |
DISCONTINUED OPERATIONS - Sch_3
DISCONTINUED OPERATIONS - Schedule of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Current assets of discontinued operations | $ 1,368,694 | $ 3,187,464 |
Other assets: | ||
Other assets of discontinued operations | 0 | 529,117 |
Current liabilities: | ||
Current liabilities of discontinued operations | 974,502 | 3,157,236 |
Discontinued Operations | ||
Current assets: | ||
Cash and cash equivalents | 609,987 | 1,715,284 |
Short-term investments | 10,624 | 1,133,772 |
Accounts receivable, net of allowance | 79,462 | 65,111 |
Prepaids and other current assets | 150,999 | 273,297 |
Property, equipment and capitalized software, net | 19,948 | |
Goodwill | 358,693 | |
Intangible assets, net | 138,981 | |
Current assets of discontinued operations | 1,368,694 | 3,187,464 |
Other assets: | ||
Property, equipment and capitalized software, net | 21,298 | |
Goodwill | 358,693 | |
Intangible assets, net | 144,131 | |
Other non-current assets | 4,995 | |
Other assets of discontinued operations | 529,117 | |
Total assets of discontinued operations | 1,368,694 | 3,716,581 |
Current liabilities: | ||
Medical costs payable | 317,733 | 981,517 |
Accounts payable | 33,686 | 171,565 |
Risk adjustment payable | 402,354 | 1,943,890 |
Unearned revenue | 137,733 | 242 |
Other current liabilities | 82,996 | 60,022 |
Current liabilities of discontinued operations | 974,502 | 3,157,236 |
Total liabilities of discontinued operations | 974,502 | 3,157,236 |
Discontinued Operations | Bright HealthCare - Commercial | ||
Current assets: | ||
Cash and cash equivalents | 279,198 | 1,469,577 |
Short-term investments | 9,948 | 1,129,800 |
Accounts receivable, net of allowance | 1,792 | 4,167 |
Prepaids and other current assets | 18,455 | 187,818 |
Property, equipment and capitalized software, net | 0 | |
Goodwill | 0 | |
Intangible assets, net | 0 | |
Current assets of discontinued operations | 309,393 | 2,791,362 |
Other assets: | ||
Property, equipment and capitalized software, net | 0 | |
Goodwill | 0 | |
Intangible assets, net | 0 | |
Other non-current assets | 0 | |
Other assets of discontinued operations | 0 | |
Total assets of discontinued operations | 309,393 | 2,791,362 |
Current liabilities: | ||
Medical costs payable | 49,462 | 691,221 |
Accounts payable | 26,879 | 160,707 |
Risk adjustment payable | 402,354 | 1,942,643 |
Unearned revenue | 0 | 0 |
Other current liabilities | 18,981 | 19,373 |
Current liabilities of discontinued operations | 497,676 | 2,813,944 |
Total liabilities of discontinued operations | 497,676 | 2,813,944 |
Discontinued Operations | Bright HealthCare | ||
Current assets: | ||
Cash and cash equivalents | 330,789 | 244,616 |
Short-term investments | 676 | 3,972 |
Accounts receivable, net of allowance | 77,670 | 59,308 |
Prepaids and other current assets | 132,544 | 85,479 |
Property, equipment and capitalized software, net | 19,948 | |
Goodwill | 358,693 | |
Intangible assets, net | 138,981 | |
Current assets of discontinued operations | 1,059,301 | 393,375 |
Other assets: | ||
Property, equipment and capitalized software, net | 21,298 | |
Goodwill | 358,693 | |
Intangible assets, net | 144,131 | |
Other non-current assets | 4,995 | |
Other assets of discontinued operations | 529,117 | |
Total assets of discontinued operations | 1,059,301 | 922,492 |
Current liabilities: | ||
Medical costs payable | 268,271 | 290,296 |
Accounts payable | 6,807 | 10,858 |
Risk adjustment payable | 0 | 1,247 |
Unearned revenue | 137,733 | 0 |
Other current liabilities | 64,015 | 40,002 |
Current liabilities of discontinued operations | 476,826 | 342,403 |
Total liabilities of discontinued operations | $ 476,826 | 342,403 |
Discontinued Operations | Other | ||
Current assets: | ||
Cash and cash equivalents | 1,091 | |
Short-term investments | 0 | |
Accounts receivable, net of allowance | 1,636 | |
Prepaids and other current assets | 0 | |
Current assets of discontinued operations | 2,727 | |
Other assets: | ||
Property, equipment and capitalized software, net | 0 | |
Goodwill | 0 | |
Intangible assets, net | 0 | |
Other non-current assets | 0 | |
Other assets of discontinued operations | 0 | |
Total assets of discontinued operations | 2,727 | |
Current liabilities: | ||
Medical costs payable | 0 | |
Accounts payable | 0 | |
Risk adjustment payable | 0 | |
Unearned revenue | 242 | |
Other current liabilities | 647 | |
Current liabilities of discontinued operations | 889 | |
Total liabilities of discontinued operations | $ 889 |
DISCONTINUED OPERATIONS - Sch_4
DISCONTINUED OPERATIONS - Schedule of Restructuring and Related Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Employee termination benefits | $ 5,153,000 | $ (30,000) | $ 5,774,000 | $ 8,671,000 |
Long-lived asset impairments | 0 | 0 | 880,000 | 0 |
Contract termination and other costs | 128,000 | 35,000 | 213,000 | 991,000 |
Total restructuring charges | 5,281,000 | 5,000 | 6,867,000 | 9,662,000 |
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Employee termination benefits | 451,000 | 3,628,000 | ||
Long-lived asset impairments | 0 | 7,429,000 | ||
Contract termination and other costs | 12,000 | (977,000) | ||
Total restructuring charges | $ 463,000 | $ 0 | $ 10,080,000 | $ 0 |
DISCONTINUED OPERATIONS - Sch_5
DISCONTINUED OPERATIONS - Schedule of Restructuring Reserve by Type of Cost (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | $ 24,077,000 | |||
Charges | $ 5,281,000 | $ 5,000 | 6,867,000 | $ 9,662,000 |
Ending Balance | 10,466,000 | 10,466,000 | ||
Discontinued Operations | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges | 463,000 | $ 0 | 10,080,000 | $ 0 |
Discontinued Operations | Bright HealthCare - Commercial | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 45,106,000 | |||
Charges | 2,651,000 | |||
Cash payments | (18,214,000) | |||
Ending Balance | 29,543,000 | 29,543,000 | ||
Employee Termination Benefits | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 24,077,000 | |||
Ending Balance | 10,466,000 | 10,466,000 | ||
Employee Termination Benefits | Discontinued Operations | Bright HealthCare - Commercial | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 16,053,000 | |||
Charges | 3,628,000 | |||
Cash payments | (15,001,000) | |||
Ending Balance | 4,680,000 | 4,680,000 | ||
Contract Termination Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 0 | |||
Ending Balance | 0 | 0 | ||
Contract Termination Costs | Discontinued Operations | Bright HealthCare - Commercial | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 29,053,000 | |||
Charges | (977,000) | |||
Cash payments | (3,213,000) | |||
Ending Balance | $ 24,863,000 | $ 24,863,000 |
DISCONTINUED OPERATIONS - Sch_6
DISCONTINUED OPERATIONS - Schedule of Investment Securities (Details) - Bright HealthCare - Commercial - Discontinued Operations - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, Amortized Cost | $ 90,952 | $ 963,062 |
Cash equivalents, Gross Unrealized Gains | 0 | 32 |
Cash equivalents, Gross Unrealized Losses | 0 | 0 |
Cash equivalents, Carrying Value | 90,952 | 963,094 |
Available for sale: | ||
Amortized Cost | 4,367 | 1,129,025 |
Gross Unrealized Gains | 0 | 568 |
Gross Unrealized Losses | (282) | (4,221) |
Carrying Value | 4,085 | 1,125,372 |
Held to maturity: | ||
Amortized Cost | 6,623 | 8,558 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (84) | (158) |
Carrying Value | 6,539 | 8,400 |
Total investments | ||
Amortized Cost | 101,942 | 2,100,645 |
Gross Unrealized Gains | 0 | 600 |
Gross Unrealized Losses | (366) | (4,379) |
Carrying Value | 101,576 | 2,096,866 |
U.S. government and agency obligations | ||
Available for sale: | ||
Amortized Cost | 1,940 | 372,244 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (116) | (3,239) |
Carrying Value | 1,824 | 369,006 |
Held to maturity: | ||
Amortized Cost | 6,305 | 6,622 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (84) | (158) |
Carrying Value | 6,221 | 6,464 |
Corporate obligations | ||
Available for sale: | ||
Amortized Cost | 874 | 520,619 |
Gross Unrealized Gains | 0 | 521 |
Gross Unrealized Losses | (16) | (714) |
Carrying Value | 858 | 520,426 |
State and municipal obligations | ||
Available for sale: | ||
Amortized Cost | 10,308 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (96) | |
Carrying Value | 10,212 | |
Certificates of deposit | ||
Available for sale: | ||
Amortized Cost | 12,012 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (2) | |
Carrying Value | 12,010 | |
Held to maturity: | ||
Amortized Cost | 318 | 1,936 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 318 | 1,936 |
Mortgage backed securities | ||
Available for sale: | ||
Amortized Cost | 1,553 | 154,167 |
Gross Unrealized Gains | 0 | 46 |
Gross Unrealized Losses | (150) | (156) |
Carrying Value | $ 1,403 | 154,057 |
Asset backed securities | ||
Available for sale: | ||
Amortized Cost | 59,289 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Carrying Value | 59,289 | |
Other | ||
Available for sale: | ||
Amortized Cost | 386 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (14) | |
Carrying Value | $ 372 |
DISCONTINUED OPERATIONS - Sch_7
DISCONTINUED OPERATIONS - Schedule of Incurred Claims and Cumulative Paid Claims (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Claims unpaid | $ 0 | $ 602 | ||
Provider incentive payable | 20,288 | 5,375 | ||
Claims adjustment expense liability | 0 | 0 | ||
Incurred but not reported (IBNR) | 149,490 | 104,265 | ||
Total medical costs payable | 169,778 | $ 116,021 | 110,242 | $ 6,764 |
Discontinued Operations | Bright HealthCare - Commercial | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Claims unpaid | 18,668 | 24,029 | ||
Provider incentive payable | 310 | 4,347 | ||
Claims adjustment expense liability | 5,438 | 13,796 | ||
Incurred but not reported (IBNR) | 25,046 | 552,285 | ||
Total medical costs payable | 49,462 | 594,457 | ||
Discontinued Operations | Bright HealthCare | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Claims unpaid | 53,604 | 48,989 | ||
Provider incentive payable | 41,882 | 36,302 | ||
Claims adjustment expense liability | 4,820 | 5,732 | ||
Incurred but not reported (IBNR) | 167,965 | 179,505 | ||
Total medical costs payable | $ 268,271 | $ 290,296 | $ 270,528 | $ 240,854 |
DISCONTINUED OPERATIONS - Sch_8
DISCONTINUED OPERATIONS - Schedule of Components of Medical Costs Payable (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Medical costs payable, beginning balance | $ 116,021 | $ 6,764 |
Incurred related to: | ||
Current year | 737,306 | 645,398 |
Prior year | 912 | (2,690) |
Total incurred | 738,218 | 642,708 |
Paid related to: | ||
Current year | 584,240 | 535,154 |
Prior year | 100,221 | 4,076 |
Total paid | 684,461 | 539,230 |
Medical costs payable, ending balance | 169,778 | 110,242 |
Discontinued Operations | Bright HealthCare | ||
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Medical costs payable, beginning balance | 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, ending balance | $ 268,271 | $ 270,528 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Nov. 09, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 02, 2023 | Sep. 18, 2023 | Aug. 04, 2023 | |
Subsequent Event [Line Items] | |||||||
Proceeds from short-term borrowings | $ 50,000,000 | $ 303,947,000 | |||||
Revolving Credit Facility | Delayed Draw Term Loan | Line of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Term loan commitments | $ 60,000,000 | ||||||
Revolving Credit Facility | New Credit Agreement | Line of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Term loan commitments | $ 60,000,000 | ||||||
Proceeds from short-term borrowings | $ 50,000,000 | $ 50,000,000 | |||||
Revolving Credit Facility | New Credit Agreement | Line of Credit | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from short-term borrowings | $ 8,200,000 | ||||||
Warrantholders Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase our common stock (in shares) | 1,656,789 | ||||||
Warrants outstanding (in shares) | 1,400,000 | ||||||
Warrantholders Agreement | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase our common stock (in shares) | 176,724 | ||||||
New Credit Agreement Warrants | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase our common stock (in shares) | 176,724 | ||||||
Warrants outstanding (in shares) | 226,428 |