COVER PAGE
COVER PAGE - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40537 | |
Entity Registrant Name | NEUEHEALTH, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-4991296 | |
Entity Address, Address Line One | 9250 NW 36th St | |
Entity Address, Address Line Two | Suite 420 | |
Entity Address, City or Town | Doral | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33178 | |
City Area Code | 612 | |
Local Phone Number | 238-1321 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | NEUE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,279,191 | |
Entity Central Index Key | 0001671284 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 133,425 | $ 87,299 |
Short-term investments | 8,735 | 6,265 |
Accounts receivable, net of allowance of $21 and $14,023, respectively | 35,926 | 39,084 |
ACO REACH performance year receivable | 425,517 | 115,878 |
Current assets of discontinued operations (Note 16) | 142,375 | 822,570 |
Current assets of held-for-sale operations (Note 15) | 8,158 | 0 |
Prepaids and other current assets | 31,455 | 17,831 |
Total current assets | 785,591 | 1,088,927 |
Other assets: | ||
Property, equipment and capitalized software, net | 12,028 | 14,499 |
Intangible assets, net | 76,040 | 93,238 |
Other non-current assets | 23,606 | 28,816 |
Total other assets | 111,674 | 136,553 |
Total assets | 897,265 | 1,225,480 |
Current liabilities: | ||
Medical costs payable | 137,044 | 157,903 |
Accounts payable | 8,603 | 11,841 |
Short-term borrowings | 0 | 303,947 |
ACO REACH performance year obligation | 325,599 | 0 |
Risk share payable to deconsolidated entity | 123,981 | 123,981 |
Warrant liability | 21,792 | 13,971 |
Other current liabilities | 79,222 | 79,856 |
Total current liabilities | 1,044,207 | 1,391,257 |
Long-term borrowings | 117,670 | 66,400 |
Other liabilities | 17,926 | 22,441 |
Total liabilities | 1,179,803 | 1,480,098 |
Commitments and contingencies (Note 10) | ||
Redeemable noncontrolling interests | 103,867 | 88,908 |
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 2024 and 2023; $8,279,173 and $8,053,576 shares issued and outstanding in 2024 and 2023, respectively | 1 | 1 |
Additional paid-in capital | 3,087,570 | 3,056,027 |
Accumulated deficit | (4,382,393) | (4,307,849) |
Accumulated other comprehensive loss | 0 | (122) |
Treasury Stock, at cost, $31,526 shares at June 30, 2024, and December 31, 2023, respectively | (12,000) | (12,000) |
Total shareholders’ equity (deficit) | (1,306,822) | (1,263,943) |
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit) | 897,265 | 1,225,480 |
Discontinued Operations | ||
Current liabilities: | ||
Current liabilities of disposal group | 343,985 | 699,758 |
Disposal Group, Held-for-Sale, Not Discontinued Operations | ||
Current liabilities: | ||
Current liabilities of disposal group | 3,981 | 0 |
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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts receivable, allowance for credit loss | $ 21 | $ 14,023 |
Redeemable preferred stock, shares outstanding (in shares) | 925,000 | 925,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued (in shares) | 8,279,173 | 8,053,576 |
Common stock, shares outstanding (in shares) | 8,279,173 | 8,053,576 |
Treasury stock, at cost (in shares) | 31,526 | 31,526 |
Series A preferred stock dividend accrued | ||
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares authorized (in shares) | 750,000 | 750,000 |
Redeemable preferred stock, shares issued (in shares) | 750,000 | 750,000 |
Redeemable preferred stock, shares outstanding (in shares) | 750,000 | 750,000 |
Series B preferred stock dividend accrued | ||
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares authorized (in shares) | 175,000 | 175,000 |
Redeemable preferred stock, shares issued (in shares) | 175,000 | 175,000 |
Redeemable preferred stock, shares outstanding (in shares) | 175,000 | 175,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
ACO REACH revenue | $ 149,802,000 | $ 236,994,000 | $ 321,613,000 | $ 476,801,000 |
Investment income | 108,000 | 2,000 | 311,000 | 10,000 |
Total revenue | 225,991,000 | 297,982,000 | 471,086,000 | 598,532,000 |
Operating expenses: | ||||
Medical costs | 177,681,000 | 245,160,000 | 374,555,000 | 505,280,000 |
Operating costs | 70,217,000 | 70,280,000 | 137,039,000 | 149,798,000 |
Bad debt expense | 14,000 | 0 | 11,000 | 0 |
Restructuring charges | 239,000 | 1,285,000 | 181,000 | 1,586,000 |
Intangible assets impairment | 11,411,000 | 0 | 11,411,000 | 0 |
Depreciation and amortization | 3,978,000 | 4,671,000 | 8,540,000 | 10,154,000 |
Total operating expenses | 263,540,000 | 321,396,000 | 531,737,000 | 666,818,000 |
Operating loss | (37,549,000) | (23,414,000) | (60,651,000) | (68,286,000) |
Interest expense | 4,110,000 | 9,170,000 | 7,040,000 | 16,957,000 |
Warrant income | (2,213,000) | 0 | (4,285,000) | 0 |
Gain on troubled debt restructuring | 0 | 0 | (30,311,000) | 0 |
Loss from continuing operations before income taxes | (39,446,000) | (32,584,000) | (33,095,000) | (85,243,000) |
Income tax (benefit) expense | (187,000) | (892,000) | 476,000 | 367,000 |
Net income (loss) from continuing operations | (39,259,000) | (31,692,000) | (33,571,000) | (85,610,000) |
Loss from discontinued operations, net of tax (including gain on disposal of $991) (Note 16) | (18,439,000) | (56,935,000) | (28,304,000) | (172,478,000) |
Net Loss | (57,698,000) | (88,627,000) | (61,875,000) | (258,088,000) |
Net income (loss) from continuing operations attributable to noncontrolling interests | (932,000) | (24,205,000) | (12,669,000) | (29,755,000) |
Net loss attributable to NeueHealth, Inc. common shareholders | $ (71,390,000) | $ (125,005,000) | $ (99,908,000) | $ (311,910,000) |
Basic and diluted loss per share attributable to NeueHealth, Inc. common shareholders | ||||
Continuing operations, basic (in dollars per share) | $ (6.42) | $ (8.55) | $ (8.77) | $ (17.59) |
Continuing operations, diluted (in dollars per share) | (6.42) | (8.55) | (8.77) | (17.59) |
Discontinued operations, basic (in dollars per share) | (2.23) | (7.15) | (3.46) | (21.76) |
Discontinued operations, diluted (in dollars per share) | (2.23) | (7.15) | (3.46) | (21.76) |
Basic loss per share (in dollars per share) | (8.65) | (15.70) | (12.23) | (39.35) |
Diluted loss per share (in dollars per share) | $ (8.65) | $ (15.70) | $ (12.23) | $ (39.35) |
Basic weighted-average common shares outstanding (in shares) | 8,253 | 7,962 | 8,166 | 7,928 |
Diluted weighted-average common shares outstanding (in shares) | 8,253 | 7,962 | 8,166 | 7,928 |
Series A preferred stock dividend accrued | ||||
Operating expenses: | ||||
Series A and B preferred stock dividend accrued | $ (10,422,000) | $ (9,942,000) | $ (20,716,000) | $ (19,656,000) |
Series B preferred stock dividend accrued | ||||
Operating expenses: | ||||
Series A and B preferred stock dividend accrued | (2,338,000) | (2,231,000) | (4,648,000) | (4,411,000) |
Capitated revenue | ||||
Revenue: | ||||
Revenue: | 64,005,000 | 49,764,000 | 125,471,000 | 99,312,000 |
Service revenue | ||||
Revenue: | ||||
Revenue: | $ 12,076,000 | $ 11,222,000 | $ 23,691,000 | $ 22,409,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Loss from discontinued operations, net of tax | $ 991 | $ 991 | $ 991 | $ 991 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (57,698) | $ (88,627) | $ (61,875) | $ (258,088) |
Other comprehensive income: | ||||
Unrealized investment holding gains arising during the year, net of tax of $0 and $0, respectively | 100 | 20 | 120 | 1,749 |
Less: reclassification adjustments for investment (losses) gains, net of tax of $0 and $0, respectively | (4) | (1,317) | (2) | (1,781) |
Other comprehensive income | 104 | 1,337 | 122 | 3,530 |
Comprehensive loss | (57,594) | (87,290) | (61,753) | (254,558) |
Comprehensive loss attributable to noncontrolling interests | (932) | (24,205) | (12,669) | (29,755) |
Comprehensive loss attributable to NeueHealth, Inc. common shareholders | $ (58,526) | $ (111,495) | $ (74,422) | $ (284,313) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
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, 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 | [1] | 7,878,000 | |||||
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) | [1] | 74,000 | |||||
Issuance of common stock | 1 | 1 | |||||
Share-based compensation | 33,320 | 33,320 | |||||
Equity distributions to noncontrolling interest holders | (1,805) | ||||||
Other comprehensive loss | 2,193 | 2,193 | |||||
Ending balance (in shares) at Mar. 31, 2023 | [1] | 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 Jun. 30, 2023 | 925,000 | ||||||
Ending balance at Jun. 30, 2023 | $ 920,417 | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | [1] | 7,878,000 | |||||
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 | 3,530 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | [1] | 7,972,000 | |||||
Ending balance at Jun. 30, 2023 | $ (435,706) | $ 1 | 3,021,430 | (3,444,238) | (899) | (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 | [1] | 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) | [1] | 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 | [1] | 7,972,000 | |||||
Ending balance at Jun. 30, 2023 | $ (435,706) | $ 1 | 3,021,430 | (3,444,238) | (899) | (12,000) | |
Beginning balance (in shares) at Dec. 31, 2023 | 925,000 | ||||||
Beginning balance at Dec. 31, 2023 | $ 920,417 | ||||||
Ending balance (in shares) at Mar. 31, 2024 | 925,000 | ||||||
Ending balance at Mar. 31, 2024 | $ 920,417 | ||||||
Beginning balance (in shares) at Dec. 31, 2023 | 8,053,576 | 8,054,000 | |||||
Beginning balance at Dec. 31, 2023 | $ (1,263,943) | $ 1 | 3,056,027 | (4,307,849) | (122) | (12,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (15,914) | (15,914) | |||||
Issuance of common stock (in shares) | 171,000 | ||||||
Issuance of common stock | 0 | ||||||
Share-based compensation | 18,627 | 18,627 | |||||
Equity distributions to noncontrolling interest holders | (1,884) | ||||||
Other comprehensive loss | 18 | 18 | |||||
Ending balance (in shares) at Mar. 31, 2024 | 8,225,000 | ||||||
Ending balance at Mar. 31, 2024 | $ (1,261,212) | $ 1 | 3,074,654 | (4,323,763) | (104) | (12,000) | |
Beginning balance (in shares) at Dec. 31, 2023 | 925,000 | ||||||
Beginning balance at Dec. 31, 2023 | $ 920,417 | ||||||
Ending balance (in shares) at Jun. 30, 2024 | 925,000 | ||||||
Ending balance at Jun. 30, 2024 | $ 920,417 | ||||||
Beginning balance (in shares) at Dec. 31, 2023 | 8,053,576 | 8,054,000 | |||||
Beginning balance at Dec. 31, 2023 | $ (1,263,943) | $ 1 | 3,056,027 | (4,307,849) | (122) | (12,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Other comprehensive loss | $ 122 | ||||||
Ending balance (in shares) at Jun. 30, 2024 | 8,279,173 | 8,279,000 | |||||
Ending balance at Jun. 30, 2024 | $ (1,306,822) | $ 1 | 3,087,570 | (4,382,393) | 0 | (12,000) | |
Beginning balance (in shares) at Mar. 31, 2024 | 925,000 | ||||||
Beginning balance at Mar. 31, 2024 | $ 920,417 | ||||||
Ending balance (in shares) at Jun. 30, 2024 | 925,000 | ||||||
Ending balance at Jun. 30, 2024 | $ 920,417 | ||||||
Beginning balance (in shares) at Mar. 31, 2024 | 8,225,000 | ||||||
Beginning balance at Mar. 31, 2024 | (1,261,212) | $ 1 | 3,074,654 | (4,323,763) | (104) | (12,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (58,630) | (58,630) | |||||
Issuance of common stock | 0 | $ 54 | |||||
Share-based compensation | 18,779 | 18,779 | |||||
Equity-classified warrants issued | 1,157 | 1,157 | |||||
Equity distributions to noncontrolling interest holders | (7,020) | (7,020) | |||||
Other comprehensive loss | $ 104 | 104 | |||||
Ending balance (in shares) at Jun. 30, 2024 | 8,279,173 | 8,279,000 | |||||
Ending balance at Jun. 30, 2024 | $ (1,306,822) | $ 1 | $ 3,087,570 | $ (4,382,393) | $ 0 | $ (12,000) | |
[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_6
Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders’ Equity (Deficit) (Parenthetical) | 6 Months Ended |
Jun. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | |
Reverse stock splits (in shares) | 0.0125 |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (61,875,000) | $ (258,088,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 8,540,000 | 16,026,000 |
Intangible asset impairment | 11,411,000 | 0 |
Share-based and other long-term incentive compensation | 37,407,000 | 49,095,000 |
Deferred income taxes | 0 | 873,000 |
Gain on troubled debt restructuring | (30,311,000) | 0 |
Net accretion of investments | (72,000) | (14,173,000) |
Loss on disposal of property, equipment, and capitalized software | 595,000 | 0 |
Other, net | (469,000) | 3,891,000 |
Changes in assets and liabilities, net of acquired assets and liabilities: | ||
Accounts receivable | (4,872,000) | 6,284,000 |
ACO REACH performance year receivable | (309,639,000) | (524,428,000) |
Other assets | (7,889,000) | 57,846,000 |
Medical cost payable | (35,998,000) | (567,932,000) |
Risk adjustment payable | (4,155,000) | 10,925,000 |
Accounts payable and other liabilities | (14,387,000) | (111,174,000) |
Unearned revenue | (11,000) | 132,129,000 |
Warrant liability | 8,978,000 | 0 |
ACO Reach performance year obligation | 325,599,000 | 474,700,000 |
Net cash used in operating activities | (77,148,000) | (724,026,000) |
Cash flows from investing activities: | ||
Purchases of investments | (9,544,000) | (828,546,000) |
Proceeds from sales, paydowns, and maturities of investments | 2,581,000 | 988,749,000 |
Purchases of property and equipment | (877,000) | (2,394,000) |
Proceeds from sale of business, net | 197,121,000 | (682,000) |
Net cash provided by investing activities | 189,281,000 | 157,127,000 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 0 | 2,000 |
Proceeds from long-term borrowings | 52,411,000 | 0 |
Repayments of short-term borrowings | (273,636,000) | 0 |
Distributions to noncontrolling interest holders | (4,730,000) | (4,952,000) |
Net cash used in financing activities | (225,955,000) | (4,950,000) |
Net increase (decrease) in cash and cash equivalents | (113,822,000) | (571,849,000) |
Cash and cash equivalents of continuing and discontinued operations – beginning of year | 375,280,000 | 1,932,290,000 |
Cash and cash equivalents of continuing and discontinued operations – end of period | 261,458,000 | 1,360,441,000 |
Supplemental disclosures of cash flow information: | ||
Unamortized discount on long-term borrowings | 5,193,000 | 0 |
Unamortized deferred financing costs | 2,500,000 | 0 |
Cash paid for interest | 3,376,000 | 7,700,000 |
Payment-in-kind “PIK” interest | 5,984,000 | 0 |
Issuance of equity warrants | 1,157,000 | 0 |
Changes in unrealized (loss) gain on available-for-sale securities in OCI | $ 122,000 | $ 3,530,000 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION Organization: NeueHealth, Inc. and subsidiaries (collectively, “NeueHealth,” “we,” “our,” “us,” or the “Company”) was founded in 2015 to transform healthcare. NeueHealth is a value-driven, consumer-centric healthcare company committed to making high-quality, coordinated healthcare accessible and affordable to all populations. We believe we can reduce the friction and current lack of coordination in today’s healthcare system by uniquely aligning the interests of payors and providers to enable a seamless, consumer-centric healthcare experience that drives value for all. We have two market facing segments: NeueCare and NeueSolutions. NeueCare is our value-driven care delivery business that manages risk in partnership with external payors and serves all populations across The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (“ACA”) Marketplace, Medicare, and Medicaid. NeueSolutions is our provider enablement business that includes a suite of technology, services, and clinical care solutions that empower providers to thrive in performance-based arrangements. Basis of Presentation: The condensed consolidated financial statements include the accounts of NeueHealth, 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, 2023 included in our Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). The accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for fair presentation of the interim financial statements. Amended 2023 Credit Agreement and 2024 NEA Warrantholders Agreement: As described in further detail in Note 5 Borrowings and Common Stock Warrants (“Note 5”), on April 8, 2024 we entered into an amendment increasing the amount available to borrow under the 2023 Credit Agreement (as defined in Note 5) by $30.0 million . In conjunction with this amendment, we entered into the 2024 NEA Warrantholders Agreement (as defined in Note 5) s etting forth the rights and obligations of the NEA Lenders (as defined in Note 5) as holders of the warrants to acquire up to 1,113,563 shares of Common Stock at an exercise price of $0.01 per share, and providing for the issuance of warrants. Additionally, the 2023 Credit Agreement was amended on June 21, 2024, in conjunction with the execution of the Hercules Credit Agreement (defined below), to change the maturity date to be August 31, 2028. Hercules Credit Agreement and Warrantholders Agreement: As described in further detail in Note 5, on June 21, 2024, the Company entered into a loan and security agreement (the “Hercules Credit Agreement”), among the Company, Hercules Capital, Inc. (“Hercules”), certain affiliates of Hercules (together with Hercules, the “Lenders”) and other parties thereto to provide for a credit facility pursuant to which, among other things, Hercules has provided up to four tranches of term loans in an aggregate principal amount of $150.0 million, which mature on June 1, 2028. The Hercules Credit Agreement has four tranches with funding milestones that must be met to access the tranche’s funds; refer to Note 5 for detailed descriptions of each tranche and corresponding milestones. In conjunction with the execution of the Hercules Credit Agreement, on June 21, 2024, we entered into warrant agreements with each of the Lenders (the “Hercules Warrantholders Agreement”), setting forth the rights and obligations of the Company and the Lenders as holders of the warrants to acquire an aggregate of 1,250,000 shares of Common Stock at an exercise price of $0.01 per share. Held-for-Sale Operations: During the quarter ended June 30, 2024, we committed to a plan to sell AssociatesMD Medical Group, Inc. (“AMD”), which met the criteria to be classified as held for sale under ASC 360-10 Property, Plant, and Equipment . As a result, the major classes of assets and liabilities of AMD are now presented separately on the balance sheet within current assets of held-for-sale operations and current liabilities of held-for-sale operations. The results of AMD’s operations remain included in continuing operations and are detailed in full at Note 15 Held-for-Sale Operations . Sale of California Medicare Advantage Business: On June 30, 2023, the Company entered into a definitive agreement with Molina Healthcare, Inc. (“Molina”) to sell its California Medicare Advantage business to Molina , which consisted of Universal Care, Inc. d/b/a Brand New Day, a California corporation (“BND”) and Central Health Plan of California, Inc., a California corporation (“CHP”) (the “Molina Purchase Agreement”) . Effective as of January 1, 2024, this transaction was consummated for an aggregate purchase price of $500.0 million subject to certain contingencies adjustments relating to Tangible Net Equity (“TNE”) . Upon completion of the sale, the Bright HealthCare reporting unit of our discontinued operations was no longer included in our operations. Refer to Note 16 Discontinued Operations for discussion of the transaction. Debt Payoff: On December 27, 2023, we entered into an agreement regarding our revolving credit agreement with JPMorgan Chase Bank, N.A. (the “Agent”) and a syndicate of banks (the “2021 Credit Agreement”) providing that, upon closing of the sale of our California Medicare Advantage business, and payments for debt and interest of $274.6 million to the Agent and $24.1 million to the issuers of letters of credit outstanding under the 2021 Credit Agreement, all liabilities of the Company under the 2021 Credit Agreement would be terminated (other than those under the outstanding letters of credit that remained outstanding thereafter) (collectively, the “Termination”). These amounts were paid on January 2, 2024, and on that date the Termination occurred. We evaluated this amendment to the 2021 Credit Agreement in accordance with ASC 470-60 Troubled Debt Restructuring and ASC 470-50 Debt - Modification and Extinguishments . The evaluation for troubled debt restructuring includes assessing both qualitative and quantitative factors such as whether the creditor granted a concession and if the Company is experiencing financial difficulties. Our quantitative analysis consisted of comparing the cash paid as part of the Payoff Condition to the total amount of outstanding indebtedness immediately prior to the payoff. Given the Company is experiencing financial difficulties, and the lenders granted a concession by accepting total payments of $298.6 million for the remaining balance of the principal and interest due, we accounted for the transaction as a troubled debt restructuring and recognized a total gain of $30.3 million from the debt settlement. 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, provider risk share arrangements, third-party payor risk share arrangements, and valuation and impairment of 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 $61.9 million for the six months ended June 30, 2024 . Additionally, the Company experienced negative operating cash flows for the six months ended June 30, 2024. Certain of the Company’s insurance subsidiaries have material risk adjustment program obligations remaining related Company’s discontinued commercial insurance business, totaling $287.0 million , as noted further in Note 16. The subsidiaries entered into repayment agreements with the Centers for Medicare & Medicaid Services (”CMS”) with respect to the unpaid obligations which are due March 15, 2025. As described in Note 5, Borrowings and Common Stock Warrants , in April 2024 the Company entered into an amendment to our existing 2023 Credit Agreement, which allows the Company to borrow an additional $30.0 million under the agreement, of which $10.0 million is left available to be borrowed. In June 2024, we entered into a loan and security agreement with Hercules Capital, Inc. for term loans in an aggregate principal amount of up to $150.0 million. We drew $30.0 million of this facility in June 2024. Access to the remaining tranches of this facility is subject to several terms and conditions outside of management’s control. Cash and investment balances held at regulated insurance entities are subject to regulatory restrictions and can only be accessed through dividends declared to the non-regulated parent company or through reimbursements from administrative services agreements with the parent company. The regulated legal entities are required to hold certain minimum levels of risk-based capital and surplus to meet regulatory requirements. As noted further in Note 16, Discontinued Operations , we are out of compliance with the minimum levels for certain of our regulated insurance legal entities. In certain of our other regulated insurance legal entities, we hold surplus levels of risk-based capital, and as we complete the wind-down exercise related to these entities over the next two years, we expect to recapture through dividends and final liquidation actions the remaining cash positions of these entities. We believe that the existing cash and investments will not be sufficient to satisfy our anticipated cash requirements for the next twelve months following the date the condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management continues to implement plans to drive positive operating cash flow and achieve the requirements in the existing agreements to access additional liquidity. However, the Company may not fully collect the contingent consideration associated with the sale of the California Medicare Advantage business, may not be able to access other tranches of the new loan and security agreement with Hercules Capital, Inc., and may not be able to recapture through dividends additional cash from its regulated insurance entities, as these matters are all subject to conditions that are not fully within the Company’s control. In the event the Company is unable to access this additional liquidity or take other management actions, among other potential consequences, the Company forecasts that it will be unable to satisfy its 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 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. Operating Costs: Our operating costs, by functional classification for the three and six months ended June 30, 2024 and 2023, are as follows (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Compensation and fringe benefits $ 49,249 $ 42,413 $ 97,385 $ 101,037 Professional fees 6,569 13,771 13,069 19,619 Technology expenses 3,420 4,914 6,937 11,067 General and administrative expenses 10,170 7,766 17,870 15,223 Marketing and selling expenses 210 630 424 1,204 Other operating expenses 599 786 1,354 1,648 Total operating costs $ 70,217 $ 70,280 $ 137,039 $ 149,798 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. |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 6 Months Ended |
Jun. 30, 2024 | |
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 NeueCare and NeueSolutions 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 June 30 were as follows (in thousands) : Three Months Ended June 30, 2024 NeueCare NeueSolutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 239 $ 239 Long-lived asset impairments — — — — Contract termination and other costs — — — — Total continuing operations $ — $ — $ 239 $ 239 Three Months Ended June 30, 2023 NeueCare NeueSolutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 1,387 $ 1,387 Long-lived asset impairments — — — — Contract termination and other costs — — (102) (102) Total continuing operations $ — $ — $ 1,285 $ 1,285 Six Months Ended June 30, 2024 NeueCare NeueSolutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 181 $ 181 Long-lived asset impairments — — — — Contract termination and other costs — — — — Total continuing operations $ — $ — $ 181 $ 181 Six Months Ended June 30, 2023 NeueCare NeueSolutions Corporate & Eliminations Total Employee termination benefits $ (44) $ 3 $ 662 $ 621 Long-lived asset impairments — — 880 880 Contract termination and other costs — — 85 85 Total continuing operations $ (44) $ 3 $ 1,627 $ 1,586 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 six months ended June 30, 2023. Restructuring accrual activity recorded by major type for the six months ended June 30, 2024 were as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2024 $ 8,389 $ — $ 8,389 Net charges 181 — 181 Cash payments (5,406) — (5,406) Balance at June 30, 2024 $ 3,164 $ — $ 3,164 Employee termination benefits are recorded within Other current liabilities while contract termination costs are recorded within Accounts payable. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The gross carrying value and accumulated amortization for definite-lived intangible assets were as follows (in thousand s) : June 30, 2024 December 31, 2023 Gross Carrying Accumulated Amortization Gross Carrying Accumulated Amortization Customer relationships $ 68,770 $ 25,257 $ 80,021 $ 26,144 Trade names 40,900 8,373 48,361 9,000 Total $ 109,670 $ 33,630 $ 128,382 $ 35,144 For the three and six months ended June 30, 2024, there was $11.4 million of impairments to definite-lived intangible assets. The current year impairment was a result of classifying AMD as held-for-sale, resulting in a write-down of the business’ carrying value to the fair value as approximated by the expected sale price. There were no impairments to definite-lived intangible assets for the equivalent periods in 2023. We are continuously evaluating whether events or changes in circumstances indicate that an intangible asset may not be recoverable including an adverse change in the extent in which an intangible asset is used, 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 June 30, 2024 and 2023 was $2.9 million and $2.9 million, respectively, and amortization expense for the six months ended June 30, 2024 and 2023 was $5.8 million and $5.9 million, respectively. Estimated amortization expense relating to intangible assets for the remainder of 2024 and for each of the next five full years ending December 31 is as follows (in thousand s) : 2024 (July-December) $ 4,976 2025 $ 9,952 2026 $ 9,952 2027 $ 9,952 2028 $ 8,673 2029 $ 8,673 |
MEDICAL COSTS PAYABLE
MEDICAL COSTS PAYABLE | 6 Months Ended |
Jun. 30, 2024 | |
Insurance [Abstract] | |
MEDICAL COSTS PAYABLE | MEDICAL COSTS PAYABLE The following table shows the components of the change in medical costs payable for the six months ended June 30, 2024 and 2023 (in thousand s) : June 30, 2024 2023 Medical costs payable - January 1 $ 157,903 $ 116,021 Incurred related to: Current year 380,782 504,307 Prior year (6,227) 1,029 Total incurred 374,555 505,336 Paid related to: Current year 277,748 347,629 Prior year 117,666 93,873 Total paid 395,414 441,502 Medical costs payable - June 30 $ 137,044 $ 179,855 Medical costs payable attributable to prior years decreased by $6.2 million and increased by $1.0 million for the six months ended June 30, 2024 and 2023, 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 June 30, 2024 and December 31, 2023 (in thou sand s) : June 30, 2024 December 31, 2023 Claims unpaid 1,074 — Payables due to CMS (1) 32,706 — Provider incentive payable 9,600 2,367 Incurred but not reported (IBNR) 93,664 155,536 Total medical costs payable $ 137,044 $ 157,903 (1) Payables due to CMS primarily relate to out-of-network claims the Company is required to pay as a result of our ACO REACH Care Partner, Babylon, filing for bankruptcy. |
BORROWINGS AND COMMON STOCK WAR
BORROWINGS AND COMMON STOCK WARRANTS | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
BORROWINGS AND COMMON STOCK WARRANTS | BORROWINGS AND COMMON STOCK WARRANTS Short-term Borrowings and Troubled Debt Restructuring: In March 2021, we entered into a $350.0 million revolving credit agreement with JPMorgan Chase Bank, N.A. and a syndicate of banks, which was set to mature on February 28, 2024. On December 27, 2023, we entered into an agreement regarding our 2021 Credit Agreement with the Agent providing that upon closing of the sale of our California Medicare Advantage business, and payments of $274.6 million to the Agent and $24.1 million to the issuers of letters of credit outstanding under the 2021 Credit Agreement, all liabilities of the Company under the 2021 Credit Agreement would be terminated (other than those under the outstanding letters of credit that remained outstanding thereafter) (collectively, the “Termination”). These amounts were paid on January 2, 2024, and on that date the Termination occurred and we had no outstanding borrowings under the 2021 Credit Agreement. As of June 30, 2024 and December 31, 2023 we had $0.0 million and $303.9 million, respectively, borrowed under the 2021 Credit Agreement at a weighted-average effective annual interest rate of 5.00%. As of June 30, 2024, the letters of credit outstanding under the 2021 Credit Agreement with a principal balance of $22.9 million are collateralized at 105% of the principal balance and reported as restricted cash included in cash and cash equivalents on the Condensed Consolidated Balance Sheet. Upon occurrence of the Termination, we recognized a gain on troubled debt restructuring of $30.3 million. For the six months ended June 30, 2024, the gain on troubled debt restructuring resulted in a decrease of basic and diluted loss per share of $3.71. There was no gain on troubled debt restructuring for the six months ended June 30, 2023. Long-term Borrowings: 2023 Credit Agreement: On August 4, 2023, the Company entered into a credit agreement (as amended, supplemented, restated or otherwise modified from time to time, the “2023 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, which initially matured on December 31, 2025. 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 an amendment (“Incremental Amendment No. 1”) to the 2023 Credit Agreement to provide for a term loan commitment increase in an aggregate principal amount of $6.4 million by the New Lender under the 2023 Credit Agreement. Loans under Incremental Amendment No. 1 have the same terms as loans under the original term loan commitments provided by the Existing Lender. On April 8, 2024, the Company and NEA, New Enterprise Associates 17, L.P., New Enterprise Associates 16, L.P. and New Enterprise Associates 15, L.P. (collectively, the “NEA Lenders”) entered into an amendment (“Incremental Amendment No. 2”) to the 2023 Credit Agreement to provide for a term loan commitment increase in an aggregate principal amount of up to $30.0 million by the NEA Lenders. Loans under Incremental Amendment No. 2 have the same terms as loans under the original term loan commitments provided by NEA. On June 21, 2024, in conjunction with closing on the Hercules Credit Agreement, the Company entered into an amendment (“Amendment No. 3”) to the 2023 Credit Agreement (as amended to date, the “Amended 2023 Credit Agreement”) to modify the maturity date of the 2023 Credit Agreement to be August 31, 2028, 91 days subsequent to the maturity of the Hercules Credit Agreement. As we drew on the increased term loan commitment of the 2023 Credit Agreement in conjunction with the execution of the 2024 NEA Warrantholder’s Agreement a warrant asset was established for the all the warrants available to be issued at the fair value of the warrants on the close date of $6.8 million; upon issuing warrants the corresponding portion of the asset will be recorded as a discount on debt and amortized over the remaining term of the debt. The warrant asset is presented in prepaids and other current assets on the Condensed Consolidated Balance Sheets. With the issuance of warrants in conjunction with our draw on the 2023 Credit Agreement, $4.6 million of the warrant asset was recorded as a discount on debt. As of June 30, 2024, the warrant asset related to the 2023 Credit Agreement was $2.3 million. The warrant asset is presented in prepaids and other current assets on the Condensed Consolidated Balance Sheets. The $4.6 million discount on debt is presented as a direct deduction from the carrying amount of the related debt on the balance sheet. The discount on debt is amortized over the term of the credit agreement using the effective interest rate method using an effective interest rate of 16.14%; the expense is recognized within interest expense on the condensed consolidated statements of income (loss). As of June 30, 2024, the unamortized discount was $4.1 million; amortization for the three and six months ended June 30, 2024 was $0.5 million. There was no equivalent discount on debt as of December 31, 2023 and there was no amortization of discount on debt for the periods ended June 30, 2023. As of June 30, 2024 and December 31, 2023, we had $86.4 million and $66.4 million, respectively, borrowed under the 2023 Credit Agreement at a weighted-average effective interest rate of 16.14%; an additional $10.0 million is available to be borrowed under the 2023 Credit Agreement.. We elected to satisfy interest payments through the issuance of additional debt with quarterly paid-in-kind (“PIK”) interest payments. The total amount of PIK interest added to the principal balance of the Amended 2023 Credit Agreement was $8.9 million as of June 30, 2024. The non-cash financing activity related to PIK interest for the six months ending June 30, 2024 is disclosed as a supplemental item in the statement of cash flows. Hercules Credit Agreement: On June 21, 2024, the Company entered into a loan and security agreement (the “Hercules Credit Agreement”), among the Company, Hercules Capital, Inc. (“Hercules”) and the other parties thereto to provide for a credit facility pursuant to which, among other things, Hercules has provided up to four tranches of term loans in an aggregate principal amount of $150.0 million, which mature on June 1, 2028. The four tranches are as follows: Tranche 1: $30,000,000 term loan at closing on June 21, 2024 Tranche 2: up to $25,000,000 term loan that will be available from November 10 – December 31, 2024. The Company’s ability to draw on Tranche 2 is subject to the following funding milestone: (i) the Company has achieved the “Consolidation Condition” or the “2025 Stars Condition” (each as defined in the Hercules Credit Agreement), and (ii) there has been no material adjustments to the expected payment amount of the “Consolidation and Adjustment Escrow Amount” after giving effect to the “CHP Enrollee Adjustment”, if any (each as defined in the Hercules Credit Agreement); in each case, based upon written evidence provided to, reviewed and approved by Hercules in its reasonable discretion. Tranche 3: up to $45,000,000 term loan that will be available from February 15 – September 15, 2025. The Company’s ability to draw on Tranche 3 is subject to the following funding milestone: (i) the Company has satisfied in full the “CMS Settlement” and the “ACO REACH Deficit Obligation” (each as defined in the Hercules Credit Agreement), and (ii) after giving effect to the aforementioned clause (i) and the draw down in full of the available “Tranche 3 Advances”, the loan parties maintain “Qualified Cash” (as defined in the Hercules Credit Agreement) in an amount greater than or equal to $22,500,000; in each case, based upon written evidence provided to, reviewed and approved by Hercules in its reasonable discretion. Tranche 4: up to $50,000,000 term loan that was available commencing on the June 21, 2024 closing date and ending on June 1, 2027. We elected to satisfy a portion of the interest payments through the issuance of additional debt with monthly PIK interest payments. The total amount of PIK interest added to the principal balance of the Hercules Credit Agreement was negligible as of June 30, 2024. The non-cash financing activity related to PIK interest is disclosed as a supplemental item in the statement of cash flows for the current period ending June 30, 2024. As of June 30, 2024, we had $30.0 million borrowed under the Hercules Credit Agreement at an effective interest rate of 17.03%. As the debt was issued in conjunction with the warrantholder’s agreements the fair value of the warrants on the close date, a warrant asset was established for the all the warrants available to be issued at the fair value of the warrants on the close date of $6.4 million; upon issuing warrants the corresponding portion of the asset will be recorded as a discount on debt and amortized over the remaining term of the debt. The warrant asset is presented in prepaids and other current assets on the Condensed Consolidated Balance Sheets. With the issuance of warrants in conjunction with our draw on the 2023 Credit Agreement $1.2 million, of the warrant asset was recorded as a discount on debt. As of June 30, 2024, the warrant asset related to the Hercules Credit Agreement was $5.3 million. The warrant asset is presented in prepaids and other current assets on the Condensed Consolidated Balance Sheets. Deferred financing costs related to the issuance of the Hercules Credit Agreement amounted to approximately $2.5 million. Both the $1.2 million discount on debt and the deferred financing costs are presented as a direct deduction from the carrying amount of the related debt on the balance sheet. Both the discount on debt and the deferred financing costs are amortized over the term of the credit agreement using the effective interest rate method. The discount on debt and deferred financing costs are amortized using the effective interest rate of 17.03%; the expense is recognized within interest expense on the condensed consolidated statements of income (loss). As of June 30, 2024, the unamortized discount was $1.1 million and unamortized deferred financing costs was $2.5 million; amortization for the three and six months ended June 30, 2024 was negligible. There was no equivalent discount on debt as of and for the periods ended June 30, 2023. Common Stock Warrants: 2023 Warrantholders Agreement: 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 on our Condensed Consolidated Balance Sheets. The warrants do not contain any exercise contingencies and expire on the fifth anniversary of the first closing date. On October 2, 2023, we entered into a warrantholders agreement (the “CalSTRS Warrantholders Agreement” and together with the “NEA Warrantholders Agreement,” the “2023 Warrantholders Agreements”) with the New Lender, 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 increased the warrant liability by $1.0 million on this date, representing the 0.2 million warrants available to be issued under the CalSTRS Warrantholders Agreement at a fair market value of $5.80 (closing share price on October 2, 2023 minus the $0.01 exercise price). The warrants do not contain any exercise contingencies and expire on the fifth anniversary of the first closing date. 2024 NEA Warrantholders Agreement: On April 8, 2024, the Company and the NEA Lenders entered into a warrantholders agreement (“2024 NEA Warrantholders Agreement”) setting forth the rights and obligations of the Company and the NEA Lenders as holders of the warrants to acquire up to 1,113,563 shares of Common Stock at an exercise price of $0.01 per share, and providing for the issuance of warrants. Warrants under the 2024 NEA Warrantholder’s Agreement have the same terms as warrants issued under the original Warrantholder’s Agreement executed on August 4, 2023. We established a warrant liability of $6.8 million on this date, representing the 1.1 million warrants available to be issued under the 2024 NEA Warrantholders Agreement at a fair market value of $6.14 (closing share price on April 8, 2024 minus the $0.01 exercise price). The warrants do not contain any exercise contingencies and expire five years from the date the initial warrants are issued under the 2024 NEA Warrantholder’s Agreement. Hercules Warrantholders Agreements : On June 21, 2024, we entered into warrant agreements (the “Hercules Warrantholders Agreements”) with Hercules and the lenders from time-to-time party to the Hercules Credit Agreement, setting forth the rights and obligations of the Company and the lenders as holders of the warrants to acquire an aggregate of 1,250,000 shares of Common Stock at an exercise price of $0.01 per share, and providing for the issuance of warrants. The warrants may be settled with cash or net settlement in shares at the determination of the warrantholders. We established a warrant liability of $6.4 million on this date, representing the 1.3 million warrants available to be issued under the Hercules Warrantholders Agreements at a fair market value of $5.14 (closing share price on June 21, 2024 minus the $0.01 exercise price). The warrants do not contain any exercise contingencies and expire on the seventh anniversary of the closing date. We account for our common stock warrants at the time of inception as derivatives, utilizing ASC 815 Derivatives and Hedging , 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 Warrantholders Agreements, 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 issued under the 2023 Warrantholders Agreement and 2024 NEA Warrantholders Agreement will remain classified as a liability and be fair valued each period until they are exercised by the warrant holder. 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. Warrants under the Hercules Warrantholders Agreements will remain classified as a liability and be fair valued each period until the shares issuable thereunder are issued to the warrantholder. Upon issuance, we relieve the associated liability into additional paid-in capital at the fair value of the warrants on the date of issuance, classifying the issued warrants as equity. The following table shows the components of the change in warrant liability for the six months ended June 30, 2024 (in thousands): Fair Value Balance at January 1, 2024 $ 13,971 Newly executed Warrantholders Agreement 13,262 Antidilutive issuances (1) 212 Change in fair value of outstanding warrants (4,496) Warrants issued and classified as equity instruments (1,157) Balance at June 30, 2024 $ 21,792 (1) The 2023 Warrantholders Agreement and 2024 NEA Warrantholders Agreement contain a Dilutive Issuance provision providing for additional warrants to be issued upon the issuance of warrants with a market price lower than that of August 29, 2023, in the case of the 2023 Warrantholders Agreement, and April 30, 2024, in the case of the 2024 NEA Warrantholders Agreement. For the three and six months ended June 30, 2024 an additional 41,158 warrants were issued under the 2023 Warrantholders Agreement and 2024 NEA Warrantholders Agreement. The warrants were granted at a fair market value of $5.14 (closing share price on June 21, 2024 minus the $0.01 exercise price). As of June 30, 2024 and December 31, 2023 the warrant liability was $21.8 million and $14.0 million, respectively. For the three and six months ended June 30, 2024, warrant income was $2.2 million and $4.3 million, respectively. There was no equivalent activity for the three and six months ended June 30, 2023. As of June 30, 2024 no issued warrants have been exercised. The table below summarizes the number of warrants that remain available to be issued under each of the Warrantholders Agreements: 2023 Warrantholders Agreement — 2024 NEA Warrantholders Agreement 371,188 Hercules Warrantholders Agreements 1,025,000 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 16, Discontinued Operations for the full definition of Level 1, Level 2, and Level 3 fair values. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
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. The 2021 Incentive Plan was most recently amended in May 2024. As of June 30, 2024 there are 4.4 million shares of common stock authorized for issuance under the 2021 Incentive Plan and a total of 0.7 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 $39.9 million and $49.1 million for the six months ended June 30, 2024 and 2023, 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 six months ended June 30, 2024. The activity for stock options for the six months ended June 30, 2024 is as follows (in thousand s, except exercise price, weighted average contractual life, and aggregate intrinsic value) : Shares Weighted Average Weighted Average Aggregate Outstanding at January 1, 2024 633 $ 138.33 5.2 $ 213 Granted — — Exercised — — Forfeited (3) 175.59 Expired (96) 163.83 Outstanding at June 30, 2024 534 $ 133.50 4.7 $ 132 We recognized share-based compensation expense related to stock options of $13.2 million for the six months ended June 30, 2024, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). At June 30, 2024, there was $14.5 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted-average period of 0.6 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 six months ended June 30, 2024 (in thousands, except weighted average grant date fair value) : Number of RSUs Weighted Average Grant Date Fair Value Unvested RSUs at January 1, 2024 776 $ 53.32 Granted 2,535 6.24 Vested (226) 42.53 Forfeited (40) 50.56 Unvested RSUs at June 30, 2024 3,045 $ 14.97 We recognized share-based compensation expense related to RSUs of $11.6 million for the six months ended June 30, 2024, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). As of June 30, 2024, there was $24.3 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 initial public offering, 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 six months ended June 30, 2024 (in thousands, except weighted average grant date fair value) : Number of PSUs Weighted Average Grant Date Fair Value Unvested PSUs at January 1, 2024 131 $ 744.00 Granted — — Forfeited (13) 744.02 Unvested PSUs at June 30, 2024 118 $ 744.01 We recognized share-based compensation expense related to PSUs of $12.6 million for the six months ended June 30, 2024, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). At June 30, 2024, there was no unrecognized compensation expense related to the PSU grant as the minimum service period was achieved in June 2024. The PSUs will expire 1.7 years after June 30, 2024 if the predetermined stock price goals are not achieved. Liability Classified Share-based Award In May 2024, the Company granted share-based awards to certain employees. These awards provide the option for settlement in either cash or shares, at the discretion of the Company. However, based on our assessment, we are unable to conclude that it is probable that the settlement will occur in shares, leading to the classification of these awards as liabilities. The awards are tied to the achievement of our 2024 Annual Incentive Plan performance measures, with a maximum payout of 100% of target. The awards, if any, shall be paid, upon Committee approval, at such time the Committee will determine whether the awards will be paid in cash or shares. These awards are initially measured at fair value on the grant date and subsequently remeasured at each reporting date until settlement. The remeasurement of the liability at each reporting date impacts the Company’s financial statements through adjustments to share-based compensation expense. The liability will be derecognized upon settlement, with any difference between the final settlement amount and the remeasured liability amount recognized in the income statement. The fair value of the liability-classified awards is derived from the targeted bonus amount, which represents the expected payout if performance targets are met. This amount is adjusted for estimated forfeitures to account for the probability that some awards will not vest due to employee turnover or failure to meet performance criteria. The total compensation cost, presented within operating costs on the Condensed Consolidated Statements of Income (Loss), recognized for these liability-classified awards for the three and six months ended June 30, 2024 was $2.5 million . This expense is recognized ratably over the vesting period of nine months. There was no expense for the three and six months ended June 30, 2023. The following table provides a reconciliation of the beginning and ending balances of the share-based payment liability (in thousands) : Fair Value Balance at January 1, 2024 $ — Fair value of awards granted (ratable expense recognized to date) 2,455 Balance at June 30, 2024 $ 2,455 As of June 30, 2024, the liability for these awards was remeasured at fair value, resulting in a recognized liability of $2.5 million. The changes in fair value of the liability were recognized as share-based compensation expense in the income statement. The liability for these awards is included within other current liabilities on the Condensed Consolidated Balance Sheets. There was no liability as of December 31, 2023. As of June 30, 2024 the estimated unrecognized expense of the liability classified share-based award is $4.9 million to be recognized over the remainder of the year. |
REDEEMABLE CONVERTIBLE PREFERRE
REDEEMABLE CONVERTIBLE PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2024 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | REDEEMABLE CONVERTIBLE PREFERRED STOCK Pursuant to the Certificate of Designations designating the shares of our Series A Convertible Perpetual Preferred Stock and the Certificate of Designations designating the shares of our Series B Convertible Perpetual Preferred Stock (collectively, the “Preferred Stock”) each of which we filed with the Secretary of State of the State of Delaware (together, the “Certificate of Designations”), the Preferred Stock ranks senior to our shares of 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 is convertible into common stock and is entitled to an initial liquidation preference, in each case subject to certain limitations outlined in the Certificates of Designations. 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 $98.7 million and $78.0 million as of June 30, 2024 and December 31, 2023, 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 $266.21 per share subsequent to the issuance of all warrants prior to the six months ended June 30, 2024) 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 $15.5 million and $10.8 million as of June 30, 2024 and December 31, 2023, 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 $92.76 per share subsequent to the issuance of all warrants prior to the six months ended June 30, 2024) 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30 (in thousands, except for per share amounts) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends $ (52,951) $ (68,070) $ (71,604) $ (139,432) Loss from discontinued operations (18,439) (56,935) (28,304) (172,478) Net loss attributable to NeueHealth, Inc. common shareholders $ (71,390) $ (125,005) $ (99,908) $ (311,910) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 8,253 7,962 8,166 7,928 Basic and diluted loss per share attributable to NeueHealth, Inc. common shareholders Continuing operations $ (6.42) $ (8.55) $ (8.77) $ (17.59) Discontinued operations $ (2.23) $ (7.15) $ (3.46) $ (21.76) Net loss per share attributable to common stockholders, basic and diluted $ (8.65) $ (15.70) $ (12.23) $ (39.35) 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 six months ended June 30 (in thousa nd s) : Six Months Ended 2024 2023 Redeemable convertible preferred stock (as converted to common stock) 5,241 4,081 Issued and outstanding common stock warrants 2,842 — Stock options to purchase common stock 534 720 Restricted stock units 3,045 1,108 Total 11,662 5,909 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023 for these actions. Profit sharing award: In June 2021, upon our acquisition of Centrum Medical Holdings, LLC. (“Centrum”) the noncontrolling interest holder granted profit-sharing awards to certain members of Centrum’s management team. The outstanding awards are connected to the exercise of the 2026 Put/Call Events (as defined in the Centrum Purchase Agreement) and is contingent upon the achievement of the Centrum specific EBITDA calculation for the year ending December 31, 2025 surpassing a predetermined hurdle (the “Performance Metric”). As the noncontrolling interest holder is considered to be an economic interest holder of NeueHealth, if the Performance Metric is achieved, the Company will incur compensation costs associated with the profit-sharing award that will have an offsetting impact in net income (loss) from continuing operations attributable to noncontrolling interests on our condensed consolidated statements of income (loss). As of June 30, 2024, no compensation cost has been recognized as we do not believe it is probable the Performance Metric will be achieved. This expectation is based on current performance projections; however the actual compensation cost we will be required to recognize may vary depending on actual performance outcomes. We will continue to monitor and assess the probability of the Performance Metric being achieved at each reporting period. Any future recognition of compensation cost will be disclosed in the financial statements as it becomes probable that the performance metric will be met. Other commitments: As of June 30, 2024 , we had letters of credit unrelated to the 2021 Credit Agreement of $16.5 million, as well as surety bonds of $19.7 million. On our Condensed Consolidated Balance Sheets, $52.0 million of the cash and cash equivalents and $8.7 million of the short-term investments is restricted as collateral to our undrawn letters of credit and surety bonds. Subsequent to June 30, 2024, $18.0 million of our restricted cash and cash equivalents collateralizing an undrawn letter of credit was drawn on in satisfaction of a portion of our 2023 performance year risk share payable to CMS; as of June 30, 2024 the corresponding liability is reported within medical costs payable on the Condensed Consolidated Balance Sheets. |
SEGMENTS AND GEOGRAPHIC INFORMA
SEGMENTS AND GEOGRAPHIC INFORMATION | 6 Months Ended |
Jun. 30, 2024 | |
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: NeueCare and NeueSolutions. The NeueCare and NeueSolutions 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. NeueCare and NeueSolutions, 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: NeueCare: 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 June 30, 2024, NeueCare provides virtual and in-person clinical care through its 74 owned primary care clinics within an integrated care delivery system. Through these risk-bearing clinics and our affiliated network of care providers, our NeueCare segment serves approximately 372,000 consumers. NeueCare customers include external payors, third party administrators, affiliated providers and direct-to-government programs. NeueSolutions: 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 June 30, 2024, NeueSolutions has approximately 44,000 members attributed to its REACH ACO’s and 113,000 enablement services lives representing members attributed to NeueHealth by provider partner groups that are outside of the NeueHealth owned network. The Company’s accounting policies for reportable segment operations are consistent with those described in Note 2, Summary of Significant Accounting Policies, in our 2023 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 six months ended June 30, 2024 and 2023 (in thousands) : Three Months Ended June 30, 2024 NeueCare NeueSolutions Corporate & Eliminations Consolidated Capitated revenue $ 64,005 $ — $ — $ 64,005 ACO REACH revenue — 149,802 — 149,802 Service revenue 9,803 2,273 — 12,076 Investment income 21 — 87 108 Total unaffiliated revenue 73,829 152,075 87 225,991 Affiliated revenue 3,156 — (3,156) — Total segment revenue 76,985 152,075 (3,069) 225,991 Operating income (loss) (5,902) 397 (32,044) (37,549) Depreciation and amortization 3,221 — 757 3,978 Bad debt expense — 14 — 14 Restructuring charges — — 239 239 Intangible asset impairment 11,411 — — 11,411 Three Months Ended June 30, 2023 NeueCare NeueSolutions Corporate & Eliminations Consolidated Capitated revenue $ 49,764 $ — $ — $ 49,764 ACO REACH revenue — 236,994 — 236,994 Service revenue 10,530 692 — 11,222 Investment income (loss) — — 2 2 Total unaffiliated revenue 60,294 237,686 2 297,982 Affiliated revenue 5,774 — (5,774) — Total segment revenue 66,068 237,686 (5,772) 297,982 Operating income (loss) 11,031 2,996 (37,441) (23,414) Depreciation and amortization 3,178 — 1,493 4,671 Bad debt expense — — — — Restructuring charges — — 1,285 1,285 Intangible asset impairment — — — — Six Months Ended June 30, 2024 NeueCare NeueSolutions Corporate & Eliminations Consolidated Capitated revenue $ 125,471 $ — $ — $ 125,471 ACO REACH revenue — 321,613 — 321,613 Service revenue 19,333 4,358 — 23,691 Investment income (loss) 21 — 290 311 Total unaffiliated revenue 144,825 325,971 290 471,086 Affiliated revenue 5,783 — (5,783) — Total segment revenue 150,608 325,971 (5,493) 471,086 Operating income (loss) 3,910 (2,535) (62,026) (60,651) Depreciation and amortization 7,007 — 1,533 8,540 Bad debt expense — 11 — 11 Restructuring charges — — 181 181 Intangible asset impairment 11,411 — — 11,411 Six Months Ended June 30, 2023 NeueCare NeueSolutions Corporate & Eliminations Consolidated Capitated revenue $ 99,312 $ — $ — $ 99,312 ACO REACH revenue — 476,801 — 476,801 Service revenue 21,466 943 — 22,409 Investment income (loss) — — 10 10 Total unaffiliated revenue 120,778 477,744 10 598,532 Affiliated revenue 7,969 — (7,969) — Total segment revenue 128,747 477,744 (7,959) 598,532 Operating income (loss) 17,667 1,487 (87,440) (68,286) Bad debt expense — — — — Depreciation and amortization 6,310 — 3,844 10,154 Restructuring charges — — 1,586 1,586 Intangible asset impairment — — — — 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 | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income tax was a benefit of $0.2 million and a $0.9 million expense for the three months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024 and 2023, income tax was an expense of $0.5 million and $0.4 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 six months ended June 30, 2024, the expense largely relates to estimated state income taxes attributable to income earned in separate filing states without state net operating loss carryforwards. For the three and six months ended June 30, 2023, 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. |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTEREST | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024 and 2023 (in thousands) : 2024 2023 Balance at January 1 $ 88,908 $ 219,758 Earnings attributable to noncontrolling interest 4,227 1,421 Distribution to noncontrolling interest holders (1,884) (1,805) Measurement adjustment 7,510 4,129 Balance at March 31 $ 98,761 $ 223,503 (Loss) earnings attributable to noncontrolling interest (531) 3,139 Distribution to noncontrolling interest holders 4,174 (3,147) Measurement adjustment 1,463 21,066 Balance at June 30 $ 103,867 $ 244,561 |
ACO REACH
ACO REACH | 6 Months Ended |
Jun. 30, 2024 | |
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: For the 2024 Performance Year, all of our REACH ACOs elected to participate in a “stop-loss arrangement”. For the 2023 Performance Year, two of our REACH ACOs elected to participate in a “stop-loss arrangement” offered by CMS, while one REACH ACO 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 June 30, 2024 and December 31, 2023 and for the three and six-month periods ended June 30, 2024 and 2023 ( in thousands ): June 30, 2024 December 31, 2023 ACO REACH performance year receivable (1) $ 425,517 $ 115,878 ACO REACH performance year obligation 325,599 — (1) As of June 30, 2024, we estimate there to be in-network and out-of-network claims incurred by beneficiaries aligned to our REACH ACOs but not reported of $93.6 million related to performance year 2024 and $0.1 million related to performance year 2023; this is included in medical costs payable on the Condensed Consolidated Balance Sheets. Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amortization of ACO REACH performance year receivable (1) $ 166,099 $ 249,449 $ 341,559 $ 424,972 Amortization of ACO REACH performance year obligation 149,047 234,893 325,599 474,700 ACO REACH revenue (2) 149,802 236,994 321,613 476,801 (1) The amortization of the ACO REACH performance year receivable includes $115.9 million and $99.2 million related to the amortization of the prior year receivable for the six months ended June 30, 2024 and 2023, respectively. (2) ACO REACH revenue is reflective of a $4.0 million reduction relating to the 2023 performance year. For the six months ended June 30, 2024 and 2023, respectively, there is $1.0 million and $0.8 million reported within ACO REACH revenue on the Condensed Consolidated Statements of Income (Loss), that is related to our NeueCare clinics that are participating providers within our REACH ACOs. This revenue is presented gross in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts With Customers (“ASC 606”) . |
DECONSOLIDATION OF BRIGHT HEALT
DECONSOLIDATION OF BRIGHT HEALTHCARE INSURANCE COMPANY OF TEXAS | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DECONSOLIDATION OF BRIGHT HEALTHCARE INSURANCE COMPANY OF TEXAS | DECONSOLIDATION OF BRIGHT HEALTHCARE INSURANCE COMPANY OF TEXAS On November 29, 2023, BHIC-Texas (the “Deconsolidated Entity”) was placed into liquidation and the Texas Department of Insurance was appointed as receiver. The Deconsolidated Entity’s financial results are included in the Company’s consolidated results through November 28, 2023, the day prior to the date of the receivership. However, under ASC 810, consolidation of a majority-owned subsidiary is precluded where control of the subsidiary does not rest with the majority owners. Once the Texas Department of Insurance was appointed as receiver of BHIC-Texas we concluded the Company no longer controlled the subsidiary, and we deconsolidated BHIC-Texas as of that date. The deconsolidation of BHIC-Texas resulted in certain related party balances that had previously been eliminated upon consolidation to become liabilities of the Company. In 2022, BHIC-Texas entered into a risk share contract with a different NeueHealth affiliate, whereby losses incurred at BHIC-Texas over a specified medical loss ratio target were transferred from BHIC-Texas to the affiliated entity. On November 29, 2023 the accrued loss of BHIC-Texas related to the risk share contract was $124.0 million. Upon deconsolidation of BHIC-Texas, this liability is required to be recorded as risk share payable to deconsolidated entity on the Consolidated Balance Sheet. The corresponding receivable on BHIC-Texas was included in our carrying value evaluation described below. The table below presents the balance sheet of BHIC-Texas on November 29, 2023, the date the Deconsolidated Entity was placed into receivership. Cash and cash equivalents $ 60,560 Prepaids and other current assets 1,522 Risk Share Receivable 123,981 Total Assets $ 186,063 Accounts payable $ 135 Medical costs payable 3,283 Other current liabilities 1,523 Risk adjustment payable 89,638 Total Liabilities 94,579 Additional paid-in capital 204,753 Accumulated deficit (113,269) Total Equity 91,484 Total Liabilities and Equity $ 186,063 Under ASC 810, Consolidatio n , this loss of control would likely trigger a gain or loss for the parent as the parent would remeasure its retained noncontrolling investment at fair value. Upon deconsolidation, the Company valued its investment in BHIC-Texas to be $91.5 million , which is equivalent to the Deconsolidated Entity's carrying value. Upon valuing the investment in BHIC-Texas we assessed the current expected credit loss associated with the underlying receivables; as a result of our analysis we recorded a full valuation allowance on the investment due to uncertainties related to the collection of the risk share receivable. During the quarter ended June 30, 2024, we committed to a plan to sell AMD, which met the criteria to be classified as held-for-sale as outlined in ASC 360-10, Property, Plant, and Equipment . The sale is expected to be completed within the next twelve months. As of June 30, 2024, the major classes of assets and liabilities of AMD are presented separately in the Condensed Consolidated Balance Sheets as follows (in thousands) : Accounts receivable $ 8,034 Prepaids and other current assets 124 Current assets of held-for-sale operations 8,158 Accounts payable 216 Other current liabilities 3,765 Current liabilities of held-for-sale operations $ 3,981 The results of operations for AMD’s operations are reported within the results of our continuing operations in the condensed consolidated statements of income (loss). AMD’s operations are reported within our NeueCare segment. The operations classified as held-for-sale are as follows (in thousands) : Three Months Ended Six Months Ended Revenue: Capitated revenue $ 2,849 $ 5,730 Service revenue 2,202 5,384 Unaffiliated revenue 5,051 11,114 Affiliated revenue 449 1,023 Total revenue of held-for-sale operations 5,500 12,137 Operating expenses: Medical costs 2,022 3,974 Operating costs 8,244 14,057 Impairment of intangible assets 11,411 11,411 Depreciation and amortization 494 989 Total operating expenses from held-for-sale operations 22,171 30,431 Operating loss from held-for-sale operations $ (16,671) $ (18,294) 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 the Molina Purchase Agreement to sell its California Medicare Advantage business, which consisted of BND and CHP. On December 13, 2023, the Company, Molina, Bright Health Company of California, Inc. (“BHCC”), CHP, and BND amended the Molina Purchase Agreement, pursuant to which , the parties agreed to amend the total purchase consideration to $500.0 million subject to certain contingencies and TNE adjustments. The transaction was consummated on January 1, 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 be involved 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. We are substantially complete with medical claim payments as of the end of 2023, and we will continue to make remaining medical claim payments and 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 June 30 were as follows (in thousands) : Three Months Ended June 30, 2024 Total Revenue: Premium revenue $ (11,124) Investment income 1,226 Total revenue from discontinued operations (9,898) Operating expenses: Medical costs 50 Operating costs 1,800 Restructuring charges 475 Total operating expenses from discontinued operations 2,325 Operating loss from discontinued operations (12,223) Interest expense 7,308 Gain on sale of Docsquad business (991) Loss from discontinued operations before income taxes (18,540) Income tax expense (benefit) (101) Net loss from discontinued operations $ (18,439) Three Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (15,354) 443,532 $ — $ 428,178 Service revenue — — — — Investment income 21,120 400 — 21,520 Total revenue from discontinued operations 5,766 443,932 — 449,698 Operating expenses: Medical costs 14,588 400,114 — 414,702 Operating costs 34,204 54,284 317 88,805 Restructuring charges 1,655 5 1 1,661 Depreciation and amortization — 1,465 — 1,465 Total operating expenses from discontinued operations 50,447 455,868 318 506,633 Operating loss from discontinued operations (44,681) (11,936) (318) (56,935) Interest expense — — — — Loss from discontinued operations before income taxes (44,681) (11,936) (318) (56,935) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (44,681) $ (11,936) $ (318) $ (56,935) Six Months Ended June 30, 2024 Total Revenue: Premium revenue $ (11,339) Investment income 2,794 Total revenue from discontinued operations (8,545) Operating expenses: Medical costs (3,709) Operating costs 8,385 Restructuring charges 96 Total operating expenses from discontinued operations 4,772 Operating loss from discontinued operations (13,317) Interest expense 16,073 Gain on sale of Docsquad business (991) Loss from discontinued operations before income taxes (28,399) Income tax expense (benefit) (95) Net loss from discontinued operations $ (28,304) Six Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (14,588) 896,849 $ — $ 882,261 Service revenue 30 — 2,383 2,413 Investment income 42,011 438 — 42,449 Total revenue from discontinued operations 27,453 897,287 2,383 927,123 Operating expenses: Medical costs 60,602 828,839 — 889,441 Operating costs 81,682 110,623 2,366 194,671 Restructuring charges 9,611 5 1 9,617 Depreciation and amortization — 5,872 — 5,872 Total operating expenses from discontinued operations 151,895 945,339 2,367 1,099,601 Operating loss from discontinued operations (124,442) (48,052) 16 (172,478) Interest expense — — — — Loss from discontinued operations before income taxes (124,442) (48,052) 16 (172,478) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (124,442) $ (48,052) $ 16 $ (172,478) The following table presents cash flows from operating and investing activities for discontinued operations for the six months ended June 30, 2024 and 2023 (in thousands) : Six Months Ended June 30, 2024 2023 Cash used in operating activities - discontinued operations $ (59,514) $ (667,237) Cash provided by investing activities - discontinued operations 199,702 157,048 Assets and liabilities of discontinued operations were as follows (in thousands) : June 30, 2024 Bright HealthCare - Commercial Assets Current assets: Cash and cash equivalents $ 128,033 Short-term investments 7,590 Accounts receivable, net of allowance 1,427 Prepaids and other current assets 5,325 Current assets of discontinued operations 142,375 Total assets of discontinued operations $ 142,375 Liabilities Current liabilities: Medical costs payable $ 13,603 Accounts payable 8,682 Risk adjustment payable 286,991 Other current liabilities 34,709 Current liabilities of discontinued operations 343,985 Total liabilities of discontinued operations $ 343,985 December 31, 2023 Bright HealthCare - Commercial Bright HealthCare Total Assets Current assets: Cash and cash equivalents $ 159,769 $ 128,212 $ 287,981 Short-term investments 9,163 20,218 29,381 Accounts receivable, net of allowance 1,430 51,929 53,359 Prepaids and other current assets 7,838 114,532 122,370 Property, equipment and capitalized software, net — 17,954 17,954 Intangible assets, net — 138,982 138,982 Goodwill — 172,543 172,543 Current assets of discontinued operations 178,200 644,370 822,570 Total assets of discontinued operations $ 178,200 $ 644,370 $ 822,570 Liabilities Current liabilities: Medical costs payable $ 31,881 $ 272,138 $ 304,019 Accounts payable 25,648 7,719 33,367 Risk adjustment payable 291,146 — 291,146 Other current liabilities 28,045 43,181 71,226 Current liabilities of discontinued operations 376,720 323,038 699,758 Total liabilities of discontinued operations $ 376,720 $ 323,038 $ 699,758 California Medicare Advantage Sale: On June 30, 2023, the Company entered into a definitive agreement with Molina to sell its California Medicare Advantage business, which consisted of BND and CHP, for total purchase consideration of $600.0 million, subject to regulatory approval and other closing conditions. Subsequently, o n December 13, 2023 we announced that we entered an amendment (the “Amendment”) with Molina which reduced the purchase price of our California Medicare Advantage business from $600.0 million to $500.0 million. The $500.0 million purchase price includes $167.3 million of purchase price adjustments subject to contingencies and adjustments relating to TNE (in thousands) : Consolidation and Adjustment Escrow Amount (1) $ 100,000 TNE deficit at closing (2) 57,326 Indemnity Escrow Amount (3) 10,000 Total consideration subject to contingencies $ 167,326 (1) Contingent upon either (i) Molina obtaining regulatory approval of the consolidation of BND into CHP or (ii) receipt by BND of a Part D Summary Rating for its Part D operations for contract year 2025 of at least 3 Stars from CMS. If this contingency is successful, it is payable in November 2024 net of any TNE deficit deterioration and subject to certain other purchase price adjustments as described further in the Amendment. (2) Amount by which minimum required TNE exceeds estimated TNE as of December 31, 2023. To the extent the TNE deficit improves on a restated basis by the cutoff date of June 30, 2024, Molina will owe the Company for that difference, payable in November 2024. To the extent the TNE deficit worsens on a restated basis by the time of the cutoff date, such difference will be deducted from Consolidation and Adjustment Escrow Amount. If the conditions around the Consolidation and Adjustment Escrow Amount are not satisfied, Molina would retain the Consolidation and Adjustment Escrow Amount in satisfaction of any TNE deficit deterioration. (3) For 18 months post-closing date, the Company will indemnify Molina against and are liable to Molina for any and all losses incurred by Molina resulting from breach or inaccuracy of warranties and representations made, breach or failure to perform any covenant of the Molina Purchase Agreement, among others. As the Indemnity Escrow Amount is subject to these conditions for 18 months post close, the Company will only recognize this amount in the fair value of consideration received at the point those 18 months have passed, on July 1, 2025. The amount recognized will be that equal to the $10.0 million Indemnity Escrow amount less any agreed upon or finally adjudicated losses as of July 1, 2025 As the conditions surrounding collection of total consideration and contingencies are largely outside of the Company’s control, we have not recorded any contingent consideration receivable as of June 30, 2024. At the time of the sale, our investment in the California MA business was calculated as follows (in thousands) : Total assets (1) $ 647,254 Total liabilities (323,038) Investment in California MA Business $ 324,216 (1) Total assets of the California MA business at the time of the sale are inclusive of $2.9 million unsettled intercompany receivable that was eliminated at consolidation. NeueHealth has recorded the corresponding payable within other current liabilities of our continuing operations as of June 30, 2024 . The company recorded no gain or loss associated with the sale of the California Medicare Advantage business (in thousands) : Sale price of California MA Business $ 500,000 Less: Portion of sale price subject to contingencies (167,326) Less: Investment in California MA Business (324,216) Less: Transactions costs contingent on closing of sale (8,458) Gain or loss on sale of California MA Business $ — Upon the close of the sale, we ceased having a controlling financial interest over BND and CHP and have not retained any investments in the former subsidiaries. Molina is not a related party and subsequent to the close of the sale BND and CHP are no longer considered related parties to the Company. In connection with the sale, Molina and the Company are each providing customary transition services during 2024. 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. 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. Restructuring charges within our discontinued operations for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Employee termination benefits $ 73 $ 213 $ 202 $ 3,177 Long-lived asset impairments — 2,489 — 7,429 Contract termination and other costs 402 (1,041) (106) (989) Total discontinued operations restructuring charges $ 475 $ 1,661 $ 96 $ 9,617 Restructuring accrual activity recorded by major type for the six months ended June 30, 2024 was as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2024 $ 2,867 $ 22,492 $ 25,359 Net charges 202 (106) 96 Cash payments (1,920) (17,386) (19,306) Balance at June 30, 2024 $ 1,149 $ 5,000 $ 6,149 Employee termination benefits are recorded within Other current liabilities of discontinued operations while contract termination costs are recorded within Accounts payable of discontinued operations. Fixed Maturity Securities: Available-for-sale securities within our discontinued operations are reported at fair value as of June 30, 2024 and December 31, 2023. Held-to-maturity securities are reported at amortized cost as of June 30, 2024 and December 31, 2023. The following is a summary of our investment securities (in thousands) : June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 102,093 $ — $ (1) $ 102,092 Held to maturity: U.S. government and agency obligations 7,479 — — 7,479 Corporate obligations 111 — — 111 Total held-to-maturity securities 7,590 — — 7,590 Total investments $ 109,683 $ — $ (1) $ 109,682 December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 150,939 $ — $ — $ 150,939 Available for sale: U.S. government and agency obligations 1,557 — (100) 1,457 Corporate obligations 615 — (11) 604 Certificates of deposit 19,653 — — 19,653 Mortgage-backed securities 951 — (63) 888 Total available-for-sale securities 22,776 — (174) 22,602 Held to maturity: U.S. government and agency obligations 6,503 1 (59) 6,445 Certificates of deposit 334 — — 334 Total held-to-maturity securities 6,837 1 (59) 6,779 Total investments $ 180,552 $ 1 $ (233) $ 180,320 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 19 to the audited consolidated financial statements included in our 2023 Form 10-K. As of June 30, 2024, investments and cash equivalents within our discontinued operations were comprised of $107.9 million and $1.8 million with fair value measurements of Level 1 and Level 2, respectively. As of December 31, 2023, the investments and cash equivalents within our discontinued operations were comprised of $157.8 million and $22.6 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 June 30, 2024 December 31, 2023 Claims unpaid $ 8,966 $ 14,500 Claims adjustment expense liability 227 2,382 Incurred but not reported (IBNR) 4,410 14,999 Total medical costs payable of discontinued operations $ 13,603 $ 31,881 Risk Adjustment: In September 2023, 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 $380.2 million (the "Repayment Agreements"). The amount owed under the Repayment Agreements is due March 15, 2025 and bears interest at a rate of 11.5% per annum. Additionally, in May 2024, CMS communicated the results of its “Summary Report of 2022 Benefit Year Risk Adjustment Validation (HHS-RADV) Adjustments to Risk Adjustment State Transfers” which indicated the Company has an additional risk adjustment obligation of $10.6 million. Combined with the remaining amount due relating to the risk adjustment Repayment Agreements, our risk adjustment payable liability was $287.0 million and $291.1 million as of June 30, 2024 and December 31, 2023, respectively. 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 June 30, 2024 , we are out of compliance with the minimum levels for certain of our regulated insurance legal entities. |
HELD-FOR-SALE OPERATIONS
HELD-FOR-SALE OPERATIONS | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
HELD-FOR-SALE OPERATIONS | DECONSOLIDATION OF BRIGHT HEALTHCARE INSURANCE COMPANY OF TEXAS On November 29, 2023, BHIC-Texas (the “Deconsolidated Entity”) was placed into liquidation and the Texas Department of Insurance was appointed as receiver. The Deconsolidated Entity’s financial results are included in the Company’s consolidated results through November 28, 2023, the day prior to the date of the receivership. However, under ASC 810, consolidation of a majority-owned subsidiary is precluded where control of the subsidiary does not rest with the majority owners. Once the Texas Department of Insurance was appointed as receiver of BHIC-Texas we concluded the Company no longer controlled the subsidiary, and we deconsolidated BHIC-Texas as of that date. The deconsolidation of BHIC-Texas resulted in certain related party balances that had previously been eliminated upon consolidation to become liabilities of the Company. In 2022, BHIC-Texas entered into a risk share contract with a different NeueHealth affiliate, whereby losses incurred at BHIC-Texas over a specified medical loss ratio target were transferred from BHIC-Texas to the affiliated entity. On November 29, 2023 the accrued loss of BHIC-Texas related to the risk share contract was $124.0 million. Upon deconsolidation of BHIC-Texas, this liability is required to be recorded as risk share payable to deconsolidated entity on the Consolidated Balance Sheet. The corresponding receivable on BHIC-Texas was included in our carrying value evaluation described below. The table below presents the balance sheet of BHIC-Texas on November 29, 2023, the date the Deconsolidated Entity was placed into receivership. Cash and cash equivalents $ 60,560 Prepaids and other current assets 1,522 Risk Share Receivable 123,981 Total Assets $ 186,063 Accounts payable $ 135 Medical costs payable 3,283 Other current liabilities 1,523 Risk adjustment payable 89,638 Total Liabilities 94,579 Additional paid-in capital 204,753 Accumulated deficit (113,269) Total Equity 91,484 Total Liabilities and Equity $ 186,063 Under ASC 810, Consolidatio n , this loss of control would likely trigger a gain or loss for the parent as the parent would remeasure its retained noncontrolling investment at fair value. Upon deconsolidation, the Company valued its investment in BHIC-Texas to be $91.5 million , which is equivalent to the Deconsolidated Entity's carrying value. Upon valuing the investment in BHIC-Texas we assessed the current expected credit loss associated with the underlying receivables; as a result of our analysis we recorded a full valuation allowance on the investment due to uncertainties related to the collection of the risk share receivable. During the quarter ended June 30, 2024, we committed to a plan to sell AMD, which met the criteria to be classified as held-for-sale as outlined in ASC 360-10, Property, Plant, and Equipment . The sale is expected to be completed within the next twelve months. As of June 30, 2024, the major classes of assets and liabilities of AMD are presented separately in the Condensed Consolidated Balance Sheets as follows (in thousands) : Accounts receivable $ 8,034 Prepaids and other current assets 124 Current assets of held-for-sale operations 8,158 Accounts payable 216 Other current liabilities 3,765 Current liabilities of held-for-sale operations $ 3,981 The results of operations for AMD’s operations are reported within the results of our continuing operations in the condensed consolidated statements of income (loss). AMD’s operations are reported within our NeueCare segment. The operations classified as held-for-sale are as follows (in thousands) : Three Months Ended Six Months Ended Revenue: Capitated revenue $ 2,849 $ 5,730 Service revenue 2,202 5,384 Unaffiliated revenue 5,051 11,114 Affiliated revenue 449 1,023 Total revenue of held-for-sale operations 5,500 12,137 Operating expenses: Medical costs 2,022 3,974 Operating costs 8,244 14,057 Impairment of intangible assets 11,411 11,411 Depreciation and amortization 494 989 Total operating expenses from held-for-sale operations 22,171 30,431 Operating loss from held-for-sale operations $ (16,671) $ (18,294) 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 the Molina Purchase Agreement to sell its California Medicare Advantage business, which consisted of BND and CHP. On December 13, 2023, the Company, Molina, Bright Health Company of California, Inc. (“BHCC”), CHP, and BND amended the Molina Purchase Agreement, pursuant to which , the parties agreed to amend the total purchase consideration to $500.0 million subject to certain contingencies and TNE adjustments. The transaction was consummated on January 1, 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 be involved 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. We are substantially complete with medical claim payments as of the end of 2023, and we will continue to make remaining medical claim payments and 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 June 30 were as follows (in thousands) : Three Months Ended June 30, 2024 Total Revenue: Premium revenue $ (11,124) Investment income 1,226 Total revenue from discontinued operations (9,898) Operating expenses: Medical costs 50 Operating costs 1,800 Restructuring charges 475 Total operating expenses from discontinued operations 2,325 Operating loss from discontinued operations (12,223) Interest expense 7,308 Gain on sale of Docsquad business (991) Loss from discontinued operations before income taxes (18,540) Income tax expense (benefit) (101) Net loss from discontinued operations $ (18,439) Three Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (15,354) 443,532 $ — $ 428,178 Service revenue — — — — Investment income 21,120 400 — 21,520 Total revenue from discontinued operations 5,766 443,932 — 449,698 Operating expenses: Medical costs 14,588 400,114 — 414,702 Operating costs 34,204 54,284 317 88,805 Restructuring charges 1,655 5 1 1,661 Depreciation and amortization — 1,465 — 1,465 Total operating expenses from discontinued operations 50,447 455,868 318 506,633 Operating loss from discontinued operations (44,681) (11,936) (318) (56,935) Interest expense — — — — Loss from discontinued operations before income taxes (44,681) (11,936) (318) (56,935) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (44,681) $ (11,936) $ (318) $ (56,935) Six Months Ended June 30, 2024 Total Revenue: Premium revenue $ (11,339) Investment income 2,794 Total revenue from discontinued operations (8,545) Operating expenses: Medical costs (3,709) Operating costs 8,385 Restructuring charges 96 Total operating expenses from discontinued operations 4,772 Operating loss from discontinued operations (13,317) Interest expense 16,073 Gain on sale of Docsquad business (991) Loss from discontinued operations before income taxes (28,399) Income tax expense (benefit) (95) Net loss from discontinued operations $ (28,304) Six Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (14,588) 896,849 $ — $ 882,261 Service revenue 30 — 2,383 2,413 Investment income 42,011 438 — 42,449 Total revenue from discontinued operations 27,453 897,287 2,383 927,123 Operating expenses: Medical costs 60,602 828,839 — 889,441 Operating costs 81,682 110,623 2,366 194,671 Restructuring charges 9,611 5 1 9,617 Depreciation and amortization — 5,872 — 5,872 Total operating expenses from discontinued operations 151,895 945,339 2,367 1,099,601 Operating loss from discontinued operations (124,442) (48,052) 16 (172,478) Interest expense — — — — Loss from discontinued operations before income taxes (124,442) (48,052) 16 (172,478) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (124,442) $ (48,052) $ 16 $ (172,478) The following table presents cash flows from operating and investing activities for discontinued operations for the six months ended June 30, 2024 and 2023 (in thousands) : Six Months Ended June 30, 2024 2023 Cash used in operating activities - discontinued operations $ (59,514) $ (667,237) Cash provided by investing activities - discontinued operations 199,702 157,048 Assets and liabilities of discontinued operations were as follows (in thousands) : June 30, 2024 Bright HealthCare - Commercial Assets Current assets: Cash and cash equivalents $ 128,033 Short-term investments 7,590 Accounts receivable, net of allowance 1,427 Prepaids and other current assets 5,325 Current assets of discontinued operations 142,375 Total assets of discontinued operations $ 142,375 Liabilities Current liabilities: Medical costs payable $ 13,603 Accounts payable 8,682 Risk adjustment payable 286,991 Other current liabilities 34,709 Current liabilities of discontinued operations 343,985 Total liabilities of discontinued operations $ 343,985 December 31, 2023 Bright HealthCare - Commercial Bright HealthCare Total Assets Current assets: Cash and cash equivalents $ 159,769 $ 128,212 $ 287,981 Short-term investments 9,163 20,218 29,381 Accounts receivable, net of allowance 1,430 51,929 53,359 Prepaids and other current assets 7,838 114,532 122,370 Property, equipment and capitalized software, net — 17,954 17,954 Intangible assets, net — 138,982 138,982 Goodwill — 172,543 172,543 Current assets of discontinued operations 178,200 644,370 822,570 Total assets of discontinued operations $ 178,200 $ 644,370 $ 822,570 Liabilities Current liabilities: Medical costs payable $ 31,881 $ 272,138 $ 304,019 Accounts payable 25,648 7,719 33,367 Risk adjustment payable 291,146 — 291,146 Other current liabilities 28,045 43,181 71,226 Current liabilities of discontinued operations 376,720 323,038 699,758 Total liabilities of discontinued operations $ 376,720 $ 323,038 $ 699,758 California Medicare Advantage Sale: On June 30, 2023, the Company entered into a definitive agreement with Molina to sell its California Medicare Advantage business, which consisted of BND and CHP, for total purchase consideration of $600.0 million, subject to regulatory approval and other closing conditions. Subsequently, o n December 13, 2023 we announced that we entered an amendment (the “Amendment”) with Molina which reduced the purchase price of our California Medicare Advantage business from $600.0 million to $500.0 million. The $500.0 million purchase price includes $167.3 million of purchase price adjustments subject to contingencies and adjustments relating to TNE (in thousands) : Consolidation and Adjustment Escrow Amount (1) $ 100,000 TNE deficit at closing (2) 57,326 Indemnity Escrow Amount (3) 10,000 Total consideration subject to contingencies $ 167,326 (1) Contingent upon either (i) Molina obtaining regulatory approval of the consolidation of BND into CHP or (ii) receipt by BND of a Part D Summary Rating for its Part D operations for contract year 2025 of at least 3 Stars from CMS. If this contingency is successful, it is payable in November 2024 net of any TNE deficit deterioration and subject to certain other purchase price adjustments as described further in the Amendment. (2) Amount by which minimum required TNE exceeds estimated TNE as of December 31, 2023. To the extent the TNE deficit improves on a restated basis by the cutoff date of June 30, 2024, Molina will owe the Company for that difference, payable in November 2024. To the extent the TNE deficit worsens on a restated basis by the time of the cutoff date, such difference will be deducted from Consolidation and Adjustment Escrow Amount. If the conditions around the Consolidation and Adjustment Escrow Amount are not satisfied, Molina would retain the Consolidation and Adjustment Escrow Amount in satisfaction of any TNE deficit deterioration. (3) For 18 months post-closing date, the Company will indemnify Molina against and are liable to Molina for any and all losses incurred by Molina resulting from breach or inaccuracy of warranties and representations made, breach or failure to perform any covenant of the Molina Purchase Agreement, among others. As the Indemnity Escrow Amount is subject to these conditions for 18 months post close, the Company will only recognize this amount in the fair value of consideration received at the point those 18 months have passed, on July 1, 2025. The amount recognized will be that equal to the $10.0 million Indemnity Escrow amount less any agreed upon or finally adjudicated losses as of July 1, 2025 As the conditions surrounding collection of total consideration and contingencies are largely outside of the Company’s control, we have not recorded any contingent consideration receivable as of June 30, 2024. At the time of the sale, our investment in the California MA business was calculated as follows (in thousands) : Total assets (1) $ 647,254 Total liabilities (323,038) Investment in California MA Business $ 324,216 (1) Total assets of the California MA business at the time of the sale are inclusive of $2.9 million unsettled intercompany receivable that was eliminated at consolidation. NeueHealth has recorded the corresponding payable within other current liabilities of our continuing operations as of June 30, 2024 . The company recorded no gain or loss associated with the sale of the California Medicare Advantage business (in thousands) : Sale price of California MA Business $ 500,000 Less: Portion of sale price subject to contingencies (167,326) Less: Investment in California MA Business (324,216) Less: Transactions costs contingent on closing of sale (8,458) Gain or loss on sale of California MA Business $ — Upon the close of the sale, we ceased having a controlling financial interest over BND and CHP and have not retained any investments in the former subsidiaries. Molina is not a related party and subsequent to the close of the sale BND and CHP are no longer considered related parties to the Company. In connection with the sale, Molina and the Company are each providing customary transition services during 2024. 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. 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. Restructuring charges within our discontinued operations for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Employee termination benefits $ 73 $ 213 $ 202 $ 3,177 Long-lived asset impairments — 2,489 — 7,429 Contract termination and other costs 402 (1,041) (106) (989) Total discontinued operations restructuring charges $ 475 $ 1,661 $ 96 $ 9,617 Restructuring accrual activity recorded by major type for the six months ended June 30, 2024 was as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2024 $ 2,867 $ 22,492 $ 25,359 Net charges 202 (106) 96 Cash payments (1,920) (17,386) (19,306) Balance at June 30, 2024 $ 1,149 $ 5,000 $ 6,149 Employee termination benefits are recorded within Other current liabilities of discontinued operations while contract termination costs are recorded within Accounts payable of discontinued operations. Fixed Maturity Securities: Available-for-sale securities within our discontinued operations are reported at fair value as of June 30, 2024 and December 31, 2023. Held-to-maturity securities are reported at amortized cost as of June 30, 2024 and December 31, 2023. The following is a summary of our investment securities (in thousands) : June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 102,093 $ — $ (1) $ 102,092 Held to maturity: U.S. government and agency obligations 7,479 — — 7,479 Corporate obligations 111 — — 111 Total held-to-maturity securities 7,590 — — 7,590 Total investments $ 109,683 $ — $ (1) $ 109,682 December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 150,939 $ — $ — $ 150,939 Available for sale: U.S. government and agency obligations 1,557 — (100) 1,457 Corporate obligations 615 — (11) 604 Certificates of deposit 19,653 — — 19,653 Mortgage-backed securities 951 — (63) 888 Total available-for-sale securities 22,776 — (174) 22,602 Held to maturity: U.S. government and agency obligations 6,503 1 (59) 6,445 Certificates of deposit 334 — — 334 Total held-to-maturity securities 6,837 1 (59) 6,779 Total investments $ 180,552 $ 1 $ (233) $ 180,320 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 19 to the audited consolidated financial statements included in our 2023 Form 10-K. As of June 30, 2024, investments and cash equivalents within our discontinued operations were comprised of $107.9 million and $1.8 million with fair value measurements of Level 1 and Level 2, respectively. As of December 31, 2023, the investments and cash equivalents within our discontinued operations were comprised of $157.8 million and $22.6 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 June 30, 2024 December 31, 2023 Claims unpaid $ 8,966 $ 14,500 Claims adjustment expense liability 227 2,382 Incurred but not reported (IBNR) 4,410 14,999 Total medical costs payable of discontinued operations $ 13,603 $ 31,881 Risk Adjustment: In September 2023, 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 $380.2 million (the "Repayment Agreements"). The amount owed under the Repayment Agreements is due March 15, 2025 and bears interest at a rate of 11.5% per annum. Additionally, in May 2024, CMS communicated the results of its “Summary Report of 2022 Benefit Year Risk Adjustment Validation (HHS-RADV) Adjustments to Risk Adjustment State Transfers” which indicated the Company has an additional risk adjustment obligation of $10.6 million. Combined with the remaining amount due relating to the risk adjustment Repayment Agreements, our risk adjustment payable liability was $287.0 million and $291.1 million as of June 30, 2024 and December 31, 2023, respectively. 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 June 30, 2024 , we are out of compliance with the minimum levels for certain of our regulated insurance legal entities. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DECONSOLIDATION OF BRIGHT HEALTHCARE INSURANCE COMPANY OF TEXAS On November 29, 2023, BHIC-Texas (the “Deconsolidated Entity”) was placed into liquidation and the Texas Department of Insurance was appointed as receiver. The Deconsolidated Entity’s financial results are included in the Company’s consolidated results through November 28, 2023, the day prior to the date of the receivership. However, under ASC 810, consolidation of a majority-owned subsidiary is precluded where control of the subsidiary does not rest with the majority owners. Once the Texas Department of Insurance was appointed as receiver of BHIC-Texas we concluded the Company no longer controlled the subsidiary, and we deconsolidated BHIC-Texas as of that date. The deconsolidation of BHIC-Texas resulted in certain related party balances that had previously been eliminated upon consolidation to become liabilities of the Company. In 2022, BHIC-Texas entered into a risk share contract with a different NeueHealth affiliate, whereby losses incurred at BHIC-Texas over a specified medical loss ratio target were transferred from BHIC-Texas to the affiliated entity. On November 29, 2023 the accrued loss of BHIC-Texas related to the risk share contract was $124.0 million. Upon deconsolidation of BHIC-Texas, this liability is required to be recorded as risk share payable to deconsolidated entity on the Consolidated Balance Sheet. The corresponding receivable on BHIC-Texas was included in our carrying value evaluation described below. The table below presents the balance sheet of BHIC-Texas on November 29, 2023, the date the Deconsolidated Entity was placed into receivership. Cash and cash equivalents $ 60,560 Prepaids and other current assets 1,522 Risk Share Receivable 123,981 Total Assets $ 186,063 Accounts payable $ 135 Medical costs payable 3,283 Other current liabilities 1,523 Risk adjustment payable 89,638 Total Liabilities 94,579 Additional paid-in capital 204,753 Accumulated deficit (113,269) Total Equity 91,484 Total Liabilities and Equity $ 186,063 Under ASC 810, Consolidatio n , this loss of control would likely trigger a gain or loss for the parent as the parent would remeasure its retained noncontrolling investment at fair value. Upon deconsolidation, the Company valued its investment in BHIC-Texas to be $91.5 million , which is equivalent to the Deconsolidated Entity's carrying value. Upon valuing the investment in BHIC-Texas we assessed the current expected credit loss associated with the underlying receivables; as a result of our analysis we recorded a full valuation allowance on the investment due to uncertainties related to the collection of the risk share receivable. During the quarter ended June 30, 2024, we committed to a plan to sell AMD, which met the criteria to be classified as held-for-sale as outlined in ASC 360-10, Property, Plant, and Equipment . The sale is expected to be completed within the next twelve months. As of June 30, 2024, the major classes of assets and liabilities of AMD are presented separately in the Condensed Consolidated Balance Sheets as follows (in thousands) : Accounts receivable $ 8,034 Prepaids and other current assets 124 Current assets of held-for-sale operations 8,158 Accounts payable 216 Other current liabilities 3,765 Current liabilities of held-for-sale operations $ 3,981 The results of operations for AMD’s operations are reported within the results of our continuing operations in the condensed consolidated statements of income (loss). AMD’s operations are reported within our NeueCare segment. The operations classified as held-for-sale are as follows (in thousands) : Three Months Ended Six Months Ended Revenue: Capitated revenue $ 2,849 $ 5,730 Service revenue 2,202 5,384 Unaffiliated revenue 5,051 11,114 Affiliated revenue 449 1,023 Total revenue of held-for-sale operations 5,500 12,137 Operating expenses: Medical costs 2,022 3,974 Operating costs 8,244 14,057 Impairment of intangible assets 11,411 11,411 Depreciation and amortization 494 989 Total operating expenses from held-for-sale operations 22,171 30,431 Operating loss from held-for-sale operations $ (16,671) $ (18,294) 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 the Molina Purchase Agreement to sell its California Medicare Advantage business, which consisted of BND and CHP. On December 13, 2023, the Company, Molina, Bright Health Company of California, Inc. (“BHCC”), CHP, and BND amended the Molina Purchase Agreement, pursuant to which , the parties agreed to amend the total purchase consideration to $500.0 million subject to certain contingencies and TNE adjustments. The transaction was consummated on January 1, 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 be involved 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. We are substantially complete with medical claim payments as of the end of 2023, and we will continue to make remaining medical claim payments and 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 June 30 were as follows (in thousands) : Three Months Ended June 30, 2024 Total Revenue: Premium revenue $ (11,124) Investment income 1,226 Total revenue from discontinued operations (9,898) Operating expenses: Medical costs 50 Operating costs 1,800 Restructuring charges 475 Total operating expenses from discontinued operations 2,325 Operating loss from discontinued operations (12,223) Interest expense 7,308 Gain on sale of Docsquad business (991) Loss from discontinued operations before income taxes (18,540) Income tax expense (benefit) (101) Net loss from discontinued operations $ (18,439) Three Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (15,354) 443,532 $ — $ 428,178 Service revenue — — — — Investment income 21,120 400 — 21,520 Total revenue from discontinued operations 5,766 443,932 — 449,698 Operating expenses: Medical costs 14,588 400,114 — 414,702 Operating costs 34,204 54,284 317 88,805 Restructuring charges 1,655 5 1 1,661 Depreciation and amortization — 1,465 — 1,465 Total operating expenses from discontinued operations 50,447 455,868 318 506,633 Operating loss from discontinued operations (44,681) (11,936) (318) (56,935) Interest expense — — — — Loss from discontinued operations before income taxes (44,681) (11,936) (318) (56,935) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (44,681) $ (11,936) $ (318) $ (56,935) Six Months Ended June 30, 2024 Total Revenue: Premium revenue $ (11,339) Investment income 2,794 Total revenue from discontinued operations (8,545) Operating expenses: Medical costs (3,709) Operating costs 8,385 Restructuring charges 96 Total operating expenses from discontinued operations 4,772 Operating loss from discontinued operations (13,317) Interest expense 16,073 Gain on sale of Docsquad business (991) Loss from discontinued operations before income taxes (28,399) Income tax expense (benefit) (95) Net loss from discontinued operations $ (28,304) Six Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (14,588) 896,849 $ — $ 882,261 Service revenue 30 — 2,383 2,413 Investment income 42,011 438 — 42,449 Total revenue from discontinued operations 27,453 897,287 2,383 927,123 Operating expenses: Medical costs 60,602 828,839 — 889,441 Operating costs 81,682 110,623 2,366 194,671 Restructuring charges 9,611 5 1 9,617 Depreciation and amortization — 5,872 — 5,872 Total operating expenses from discontinued operations 151,895 945,339 2,367 1,099,601 Operating loss from discontinued operations (124,442) (48,052) 16 (172,478) Interest expense — — — — Loss from discontinued operations before income taxes (124,442) (48,052) 16 (172,478) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (124,442) $ (48,052) $ 16 $ (172,478) The following table presents cash flows from operating and investing activities for discontinued operations for the six months ended June 30, 2024 and 2023 (in thousands) : Six Months Ended June 30, 2024 2023 Cash used in operating activities - discontinued operations $ (59,514) $ (667,237) Cash provided by investing activities - discontinued operations 199,702 157,048 Assets and liabilities of discontinued operations were as follows (in thousands) : June 30, 2024 Bright HealthCare - Commercial Assets Current assets: Cash and cash equivalents $ 128,033 Short-term investments 7,590 Accounts receivable, net of allowance 1,427 Prepaids and other current assets 5,325 Current assets of discontinued operations 142,375 Total assets of discontinued operations $ 142,375 Liabilities Current liabilities: Medical costs payable $ 13,603 Accounts payable 8,682 Risk adjustment payable 286,991 Other current liabilities 34,709 Current liabilities of discontinued operations 343,985 Total liabilities of discontinued operations $ 343,985 December 31, 2023 Bright HealthCare - Commercial Bright HealthCare Total Assets Current assets: Cash and cash equivalents $ 159,769 $ 128,212 $ 287,981 Short-term investments 9,163 20,218 29,381 Accounts receivable, net of allowance 1,430 51,929 53,359 Prepaids and other current assets 7,838 114,532 122,370 Property, equipment and capitalized software, net — 17,954 17,954 Intangible assets, net — 138,982 138,982 Goodwill — 172,543 172,543 Current assets of discontinued operations 178,200 644,370 822,570 Total assets of discontinued operations $ 178,200 $ 644,370 $ 822,570 Liabilities Current liabilities: Medical costs payable $ 31,881 $ 272,138 $ 304,019 Accounts payable 25,648 7,719 33,367 Risk adjustment payable 291,146 — 291,146 Other current liabilities 28,045 43,181 71,226 Current liabilities of discontinued operations 376,720 323,038 699,758 Total liabilities of discontinued operations $ 376,720 $ 323,038 $ 699,758 California Medicare Advantage Sale: On June 30, 2023, the Company entered into a definitive agreement with Molina to sell its California Medicare Advantage business, which consisted of BND and CHP, for total purchase consideration of $600.0 million, subject to regulatory approval and other closing conditions. Subsequently, o n December 13, 2023 we announced that we entered an amendment (the “Amendment”) with Molina which reduced the purchase price of our California Medicare Advantage business from $600.0 million to $500.0 million. The $500.0 million purchase price includes $167.3 million of purchase price adjustments subject to contingencies and adjustments relating to TNE (in thousands) : Consolidation and Adjustment Escrow Amount (1) $ 100,000 TNE deficit at closing (2) 57,326 Indemnity Escrow Amount (3) 10,000 Total consideration subject to contingencies $ 167,326 (1) Contingent upon either (i) Molina obtaining regulatory approval of the consolidation of BND into CHP or (ii) receipt by BND of a Part D Summary Rating for its Part D operations for contract year 2025 of at least 3 Stars from CMS. If this contingency is successful, it is payable in November 2024 net of any TNE deficit deterioration and subject to certain other purchase price adjustments as described further in the Amendment. (2) Amount by which minimum required TNE exceeds estimated TNE as of December 31, 2023. To the extent the TNE deficit improves on a restated basis by the cutoff date of June 30, 2024, Molina will owe the Company for that difference, payable in November 2024. To the extent the TNE deficit worsens on a restated basis by the time of the cutoff date, such difference will be deducted from Consolidation and Adjustment Escrow Amount. If the conditions around the Consolidation and Adjustment Escrow Amount are not satisfied, Molina would retain the Consolidation and Adjustment Escrow Amount in satisfaction of any TNE deficit deterioration. (3) For 18 months post-closing date, the Company will indemnify Molina against and are liable to Molina for any and all losses incurred by Molina resulting from breach or inaccuracy of warranties and representations made, breach or failure to perform any covenant of the Molina Purchase Agreement, among others. As the Indemnity Escrow Amount is subject to these conditions for 18 months post close, the Company will only recognize this amount in the fair value of consideration received at the point those 18 months have passed, on July 1, 2025. The amount recognized will be that equal to the $10.0 million Indemnity Escrow amount less any agreed upon or finally adjudicated losses as of July 1, 2025 As the conditions surrounding collection of total consideration and contingencies are largely outside of the Company’s control, we have not recorded any contingent consideration receivable as of June 30, 2024. At the time of the sale, our investment in the California MA business was calculated as follows (in thousands) : Total assets (1) $ 647,254 Total liabilities (323,038) Investment in California MA Business $ 324,216 (1) Total assets of the California MA business at the time of the sale are inclusive of $2.9 million unsettled intercompany receivable that was eliminated at consolidation. NeueHealth has recorded the corresponding payable within other current liabilities of our continuing operations as of June 30, 2024 . The company recorded no gain or loss associated with the sale of the California Medicare Advantage business (in thousands) : Sale price of California MA Business $ 500,000 Less: Portion of sale price subject to contingencies (167,326) Less: Investment in California MA Business (324,216) Less: Transactions costs contingent on closing of sale (8,458) Gain or loss on sale of California MA Business $ — Upon the close of the sale, we ceased having a controlling financial interest over BND and CHP and have not retained any investments in the former subsidiaries. Molina is not a related party and subsequent to the close of the sale BND and CHP are no longer considered related parties to the Company. In connection with the sale, Molina and the Company are each providing customary transition services during 2024. 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. 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. Restructuring charges within our discontinued operations for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Employee termination benefits $ 73 $ 213 $ 202 $ 3,177 Long-lived asset impairments — 2,489 — 7,429 Contract termination and other costs 402 (1,041) (106) (989) Total discontinued operations restructuring charges $ 475 $ 1,661 $ 96 $ 9,617 Restructuring accrual activity recorded by major type for the six months ended June 30, 2024 was as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2024 $ 2,867 $ 22,492 $ 25,359 Net charges 202 (106) 96 Cash payments (1,920) (17,386) (19,306) Balance at June 30, 2024 $ 1,149 $ 5,000 $ 6,149 Employee termination benefits are recorded within Other current liabilities of discontinued operations while contract termination costs are recorded within Accounts payable of discontinued operations. Fixed Maturity Securities: Available-for-sale securities within our discontinued operations are reported at fair value as of June 30, 2024 and December 31, 2023. Held-to-maturity securities are reported at amortized cost as of June 30, 2024 and December 31, 2023. The following is a summary of our investment securities (in thousands) : June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 102,093 $ — $ (1) $ 102,092 Held to maturity: U.S. government and agency obligations 7,479 — — 7,479 Corporate obligations 111 — — 111 Total held-to-maturity securities 7,590 — — 7,590 Total investments $ 109,683 $ — $ (1) $ 109,682 December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 150,939 $ — $ — $ 150,939 Available for sale: U.S. government and agency obligations 1,557 — (100) 1,457 Corporate obligations 615 — (11) 604 Certificates of deposit 19,653 — — 19,653 Mortgage-backed securities 951 — (63) 888 Total available-for-sale securities 22,776 — (174) 22,602 Held to maturity: U.S. government and agency obligations 6,503 1 (59) 6,445 Certificates of deposit 334 — — 334 Total held-to-maturity securities 6,837 1 (59) 6,779 Total investments $ 180,552 $ 1 $ (233) $ 180,320 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 19 to the audited consolidated financial statements included in our 2023 Form 10-K. As of June 30, 2024, investments and cash equivalents within our discontinued operations were comprised of $107.9 million and $1.8 million with fair value measurements of Level 1 and Level 2, respectively. As of December 31, 2023, the investments and cash equivalents within our discontinued operations were comprised of $157.8 million and $22.6 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 June 30, 2024 December 31, 2023 Claims unpaid $ 8,966 $ 14,500 Claims adjustment expense liability 227 2,382 Incurred but not reported (IBNR) 4,410 14,999 Total medical costs payable of discontinued operations $ 13,603 $ 31,881 Risk Adjustment: In September 2023, 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 $380.2 million (the "Repayment Agreements"). The amount owed under the Repayment Agreements is due March 15, 2025 and bears interest at a rate of 11.5% per annum. Additionally, in May 2024, CMS communicated the results of its “Summary Report of 2022 Benefit Year Risk Adjustment Validation (HHS-RADV) Adjustments to Risk Adjustment State Transfers” which indicated the Company has an additional risk adjustment obligation of $10.6 million. Combined with the remaining amount due relating to the risk adjustment Repayment Agreements, our risk adjustment payable liability was $287.0 million and $291.1 million as of June 30, 2024 and December 31, 2023, respectively. 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 June 30, 2024 , we are out of compliance with the minimum levels for certain of our regulated insurance legal entities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS We have evaluated the events and transactions that have occurred through the date at which the condensed consolidated financial statements were issued. No events or transactions have occurred that may require adjustment to the condensed consolidated financial statements or disclosure. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation: The condensed consolidated financial statements include the accounts of NeueHealth, 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, 2023 included in our Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). The accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for fair presentation of the interim financial statements. |
Sale of California Medicare Advantage Business | Sale of California Medicare Advantage Business: On June 30, 2023, the Company entered into a definitive agreement with Molina Healthcare, Inc. (“Molina”) to sell its California Medicare Advantage business to Molina , which consisted of Universal Care, Inc. d/b/a Brand New Day, a California corporation (“BND”) and Central Health Plan of California, Inc., a California corporation (“CHP”) (the “Molina Purchase Agreement”) . Effective as of January 1, 2024, this transaction was consummated for an aggregate purchase price of $500.0 million subject to certain contingencies adjustments relating to Tangible Net Equity (“TNE”) . Upon completion of the sale, the Bright HealthCare reporting unit of our discontinued operations was no longer included in our operations. Refer to Note 16 Discontinued Operations for discussion of the transaction. |
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, provider risk share arrangements, third-party payor risk share arrangements, and valuation and impairment of 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 $61.9 million for the six months ended June 30, 2024 . Additionally, the Company experienced negative operating cash flows for the six months ended June 30, 2024. Certain of the Company’s insurance subsidiaries have material risk adjustment program obligations remaining related Company’s discontinued commercial insurance business, totaling $287.0 million , as noted further in Note 16. The subsidiaries entered into repayment agreements with the Centers for Medicare & Medicaid Services (”CMS”) with respect to the unpaid obligations which are due March 15, 2025. As described in Note 5, Borrowings and Common Stock Warrants , in April 2024 the Company entered into an amendment to our existing 2023 Credit Agreement, which allows the Company to borrow an additional $30.0 million under the agreement, of which $10.0 million is left available to be borrowed. In June 2024, we entered into a loan and security agreement with Hercules Capital, Inc. for term loans in an aggregate principal amount of up to $150.0 million. We drew $30.0 million of this facility in June 2024. Access to the remaining tranches of this facility is subject to several terms and conditions outside of management’s control. Cash and investment balances held at regulated insurance entities are subject to regulatory restrictions and can only be accessed through dividends declared to the non-regulated parent company or through reimbursements from administrative services agreements with the parent company. The regulated legal entities are required to hold certain minimum levels of risk-based capital and surplus to meet regulatory requirements. As noted further in Note 16, Discontinued Operations , we are out of compliance with the minimum levels for certain of our regulated insurance legal entities. In certain of our other regulated insurance legal entities, we hold surplus levels of risk-based capital, and as we complete the wind-down exercise related to these entities over the next two years, we expect to recapture through dividends and final liquidation actions the remaining cash positions of these entities. We believe that the existing cash and investments will not be sufficient to satisfy our anticipated cash requirements for the next twelve months following the date the condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management continues to implement plans to drive positive operating cash flow and achieve the requirements in the existing agreements to access additional liquidity. However, the Company may not fully collect the contingent consideration associated with the sale of the California Medicare Advantage business, may not be able to access other tranches of the new loan and security agreement with Hercules Capital, Inc., and may not be able to recapture through dividends additional cash from its regulated insurance entities, as these matters are all subject to conditions that are not fully within the Company’s control. In the event the Company is unable to access this additional liquidity or take other management actions, among other potential consequences, the Company forecasts that it will be unable to satisfy its 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 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) | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024 and 2023, are as follows (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Compensation and fringe benefits $ 49,249 $ 42,413 $ 97,385 $ 101,037 Professional fees 6,569 13,771 13,069 19,619 Technology expenses 3,420 4,914 6,937 11,067 General and administrative expenses 10,170 7,766 17,870 15,223 Marketing and selling expenses 210 630 424 1,204 Other operating expenses 599 786 1,354 1,648 Total operating costs $ 70,217 $ 70,280 $ 137,039 $ 149,798 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | Restructuring charges by reportable segment and corporate for the periods ended June 30 were as follows (in thousands) : Three Months Ended June 30, 2024 NeueCare NeueSolutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 239 $ 239 Long-lived asset impairments — — — — Contract termination and other costs — — — — Total continuing operations $ — $ — $ 239 $ 239 Three Months Ended June 30, 2023 NeueCare NeueSolutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 1,387 $ 1,387 Long-lived asset impairments — — — — Contract termination and other costs — — (102) (102) Total continuing operations $ — $ — $ 1,285 $ 1,285 Six Months Ended June 30, 2024 NeueCare NeueSolutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 181 $ 181 Long-lived asset impairments — — — — Contract termination and other costs — — — — Total continuing operations $ — $ — $ 181 $ 181 Six Months Ended June 30, 2023 NeueCare NeueSolutions Corporate & Eliminations Total Employee termination benefits $ (44) $ 3 $ 662 $ 621 Long-lived asset impairments — — 880 880 Contract termination and other costs — — 85 85 Total continuing operations $ (44) $ 3 $ 1,627 $ 1,586 Restructuring charges within our discontinued operations for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Employee termination benefits $ 73 $ 213 $ 202 $ 3,177 Long-lived asset impairments — 2,489 — 7,429 Contract termination and other costs 402 (1,041) (106) (989) Total discontinued operations restructuring charges $ 475 $ 1,661 $ 96 $ 9,617 |
Schedule of Restructuring Accrual | Restructuring accrual activity recorded by major type for the six months ended June 30, 2024 were as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2024 $ 8,389 $ — $ 8,389 Net charges 181 — 181 Cash payments (5,406) — (5,406) Balance at June 30, 2024 $ 3,164 $ — $ 3,164 Restructuring accrual activity recorded by major type for the six months ended June 30, 2024 was as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2024 $ 2,867 $ 22,492 $ 25,359 Net charges 202 (106) 96 Cash payments (1,920) (17,386) (19,306) Balance at June 30, 2024 $ 1,149 $ 5,000 $ 6,149 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying value and accumulated amortization for definite-lived intangible assets were as follows (in thousand s) : June 30, 2024 December 31, 2023 Gross Carrying Accumulated Amortization Gross Carrying Accumulated Amortization Customer relationships $ 68,770 $ 25,257 $ 80,021 $ 26,144 Trade names 40,900 8,373 48,361 9,000 Total $ 109,670 $ 33,630 $ 128,382 $ 35,144 |
Schedule of Estimated Amortization Expense Relating to Intangible Assets | Estimated amortization expense relating to intangible assets for the remainder of 2024 and for each of the next five full years ending December 31 is as follows (in thousand s) : 2024 (July-December) $ 4,976 2025 $ 9,952 2026 $ 9,952 2027 $ 9,952 2028 $ 8,673 2029 $ 8,673 |
MEDICAL COSTS PAYABLE (Tables)
MEDICAL COSTS PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Insurance [Abstract] | |
Schedule of Medical Costs Payable | The following table shows the components of the change in medical costs payable for the six months ended June 30, 2024 and 2023 (in thousand s) : June 30, 2024 2023 Medical costs payable - January 1 $ 157,903 $ 116,021 Incurred related to: Current year 380,782 504,307 Prior year (6,227) 1,029 Total incurred 374,555 505,336 Paid related to: Current year 277,748 347,629 Prior year 117,666 93,873 Total paid 395,414 441,502 Medical costs payable - June 30 $ 137,044 $ 179,855 The table below details the components making up the medical costs payable as of June 30, 2024 and December 31, 2023 (in thou sand s) : June 30, 2024 December 31, 2023 Claims unpaid 1,074 — Payables due to CMS (1) 32,706 — Provider incentive payable 9,600 2,367 Incurred but not reported (IBNR) 93,664 155,536 Total medical costs payable $ 137,044 $ 157,903 (1) Payables due to CMS primarily relate to out-of-network claims the Company is required to pay as a result of our ACO REACH Care Partner, Babylon, filing for bankruptcy. table below details the components making up the medical costs payable within current liabilities of discontinued operations (in thousands) : Bright HealthCare - Commercial June 30, 2024 December 31, 2023 Claims unpaid $ 8,966 $ 14,500 Claims adjustment expense liability 227 2,382 Incurred but not reported (IBNR) 4,410 14,999 Total medical costs payable of discontinued operations $ 13,603 $ 31,881 |
BORROWINGS AND COMMON STOCK W_2
BORROWINGS AND COMMON STOCK WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Common Stock Warrants | The following table shows the components of the change in warrant liability for the six months ended June 30, 2024 (in thousands): Fair Value Balance at January 1, 2024 $ 13,971 Newly executed Warrantholders Agreement 13,262 Antidilutive issuances (1) 212 Change in fair value of outstanding warrants (4,496) Warrants issued and classified as equity instruments (1,157) Balance at June 30, 2024 $ 21,792 (1) The 2023 Warrantholders Agreement and 2024 NEA Warrantholders Agreement contain a Dilutive Issuance provision providing for additional warrants to be issued upon the issuance of warrants with a market price lower than that of August 29, 2023, in the case of the 2023 Warrantholders Agreement, and April 30, 2024, in the case of the 2024 NEA Warrantholders Agreement. For the three and six months ended June 30, 2024 an additional 41,158 warrants were issued under the 2023 Warrantholders Agreement and 2024 NEA Warrantholders Agreement. The warrants were granted at a fair market value of $5.14 (closing share price on June 21, 2024 minus the $0.01 exercise price). 2023 Warrantholders Agreement — 2024 NEA Warrantholders Agreement 371,188 Hercules Warrantholders Agreements 1,025,000 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Option, Activity | The activity for stock options for the six months ended June 30, 2024 is as follows (in thousand s, except exercise price, weighted average contractual life, and aggregate intrinsic value) : Shares Weighted Average Weighted Average Aggregate Outstanding at January 1, 2024 633 $ 138.33 5.2 $ 213 Granted — — Exercised — — Forfeited (3) 175.59 Expired (96) 163.83 Outstanding at June 30, 2024 534 $ 133.50 4.7 $ 132 |
Schedule of Share-based Payment Arrangement, Restricted Stock Unit, Activity | The followin g table summarizes RSU award activity for the six months ended June 30, 2024 (in thousands, except weighted average grant date fair value) : Number of RSUs Weighted Average Grant Date Fair Value Unvested RSUs at January 1, 2024 776 $ 53.32 Granted 2,535 6.24 Vested (226) 42.53 Forfeited (40) 50.56 Unvested RSUs at June 30, 2024 3,045 $ 14.97 |
Schedule of Share-based Payment Arrangement, Performance Shares, Activity | The following table summarizes PSU award activity for the six months ended June 30, 2024 (in thousands, except weighted average grant date fair value) : Number of PSUs Weighted Average Grant Date Fair Value Unvested PSUs at January 1, 2024 131 $ 744.00 Granted — — Forfeited (13) 744.02 Unvested PSUs at June 30, 2024 118 $ 744.01 |
Schedule of Share-based Payment Liability | The following table provides a reconciliation of the beginning and ending balances of the share-based payment liability (in thousands) : Fair Value Balance at January 1, 2024 $ — Fair value of awards granted (ratable expense recognized to date) 2,455 Balance at June 30, 2024 $ 2,455 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30 (in thousands, except for per share amounts) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends $ (52,951) $ (68,070) $ (71,604) $ (139,432) Loss from discontinued operations (18,439) (56,935) (28,304) (172,478) Net loss attributable to NeueHealth, Inc. common shareholders $ (71,390) $ (125,005) $ (99,908) $ (311,910) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 8,253 7,962 8,166 7,928 Basic and diluted loss per share attributable to NeueHealth, Inc. common shareholders Continuing operations $ (6.42) $ (8.55) $ (8.77) $ (17.59) Discontinued operations $ (2.23) $ (7.15) $ (3.46) $ (21.76) Net loss per share attributable to common stockholders, basic and diluted $ (8.65) $ (15.70) $ (12.23) $ (39.35) |
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 six months ended June 30 (in thousa nd s) : Six Months Ended 2024 2023 Redeemable convertible preferred stock (as converted to common stock) 5,241 4,081 Issued and outstanding common stock warrants 2,842 — Stock options to purchase common stock 534 720 Restricted stock units 3,045 1,108 Total 11,662 5,909 |
SEGMENTS AND GEOGRAPHIC INFOR_2
SEGMENTS AND GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Financial Information | The following tables present the reportable segment financial information for the three and six months ended June 30, 2024 and 2023 (in thousands) : Three Months Ended June 30, 2024 NeueCare NeueSolutions Corporate & Eliminations Consolidated Capitated revenue $ 64,005 $ — $ — $ 64,005 ACO REACH revenue — 149,802 — 149,802 Service revenue 9,803 2,273 — 12,076 Investment income 21 — 87 108 Total unaffiliated revenue 73,829 152,075 87 225,991 Affiliated revenue 3,156 — (3,156) — Total segment revenue 76,985 152,075 (3,069) 225,991 Operating income (loss) (5,902) 397 (32,044) (37,549) Depreciation and amortization 3,221 — 757 3,978 Bad debt expense — 14 — 14 Restructuring charges — — 239 239 Intangible asset impairment 11,411 — — 11,411 Three Months Ended June 30, 2023 NeueCare NeueSolutions Corporate & Eliminations Consolidated Capitated revenue $ 49,764 $ — $ — $ 49,764 ACO REACH revenue — 236,994 — 236,994 Service revenue 10,530 692 — 11,222 Investment income (loss) — — 2 2 Total unaffiliated revenue 60,294 237,686 2 297,982 Affiliated revenue 5,774 — (5,774) — Total segment revenue 66,068 237,686 (5,772) 297,982 Operating income (loss) 11,031 2,996 (37,441) (23,414) Depreciation and amortization 3,178 — 1,493 4,671 Bad debt expense — — — — Restructuring charges — — 1,285 1,285 Intangible asset impairment — — — — Six Months Ended June 30, 2024 NeueCare NeueSolutions Corporate & Eliminations Consolidated Capitated revenue $ 125,471 $ — $ — $ 125,471 ACO REACH revenue — 321,613 — 321,613 Service revenue 19,333 4,358 — 23,691 Investment income (loss) 21 — 290 311 Total unaffiliated revenue 144,825 325,971 290 471,086 Affiliated revenue 5,783 — (5,783) — Total segment revenue 150,608 325,971 (5,493) 471,086 Operating income (loss) 3,910 (2,535) (62,026) (60,651) Depreciation and amortization 7,007 — 1,533 8,540 Bad debt expense — 11 — 11 Restructuring charges — — 181 181 Intangible asset impairment 11,411 — — 11,411 Six Months Ended June 30, 2023 NeueCare NeueSolutions Corporate & Eliminations Consolidated Capitated revenue $ 99,312 $ — $ — $ 99,312 ACO REACH revenue — 476,801 — 476,801 Service revenue 21,466 943 — 22,409 Investment income (loss) — — 10 10 Total unaffiliated revenue 120,778 477,744 10 598,532 Affiliated revenue 7,969 — (7,969) — Total segment revenue 128,747 477,744 (7,959) 598,532 Operating income (loss) 17,667 1,487 (87,440) (68,286) Bad debt expense — — — — Depreciation and amortization 6,310 — 3,844 10,154 Restructuring charges — — 1,586 1,586 Intangible asset impairment — — — — |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTEREST (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Noncontrolling Interest | The following t able provides details of our redeemable noncontrolling interest activity for the three and six months ended June 30, 2024 and 2023 (in thousands) : 2024 2023 Balance at January 1 $ 88,908 $ 219,758 Earnings attributable to noncontrolling interest 4,227 1,421 Distribution to noncontrolling interest holders (1,884) (1,805) Measurement adjustment 7,510 4,129 Balance at March 31 $ 98,761 $ 223,503 (Loss) earnings attributable to noncontrolling interest (531) 3,139 Distribution to noncontrolling interest holders 4,174 (3,147) Measurement adjustment 1,463 21,066 Balance at June 30 $ 103,867 $ 244,561 |
ACO REACH (Tables)
ACO REACH (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Direct Contracting [Abstract] | |
Schedule Of Performance Guarantees | The tables below include the financial statement impacts of the performance guarantee at June 30, 2024 and December 31, 2023 and for the three and six-month periods ended June 30, 2024 and 2023 ( in thousands ): June 30, 2024 December 31, 2023 ACO REACH performance year receivable (1) $ 425,517 $ 115,878 ACO REACH performance year obligation 325,599 — (1) As of June 30, 2024, we estimate there to be in-network and out-of-network claims incurred by beneficiaries aligned to our REACH ACOs but not reported of $93.6 million related to performance year 2024 and $0.1 million related to performance year 2023; this is included in medical costs payable on the Condensed Consolidated Balance Sheets. Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amortization of ACO REACH performance year receivable (1) $ 166,099 $ 249,449 $ 341,559 $ 424,972 Amortization of ACO REACH performance year obligation 149,047 234,893 325,599 474,700 ACO REACH revenue (2) 149,802 236,994 321,613 476,801 (1) The amortization of the ACO REACH performance year receivable includes $115.9 million and $99.2 million related to the amortization of the prior year receivable for the six months ended June 30, 2024 and 2023, respectively. (2) ACO REACH revenue is reflective of a $4.0 million reduction relating to the 2023 performance year. |
DECONSOLIDATION OF BRIGHT HEA_2
DECONSOLIDATION OF BRIGHT HEALTHCARE INSURANCE COMPANY OF TEXAS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Balance Sheet of BHIC-Texas | The table below presents the balance sheet of BHIC-Texas on November 29, 2023, the date the Deconsolidated Entity was placed into receivership. Cash and cash equivalents $ 60,560 Prepaids and other current assets 1,522 Risk Share Receivable 123,981 Total Assets $ 186,063 Accounts payable $ 135 Medical costs payable 3,283 Other current liabilities 1,523 Risk adjustment payable 89,638 Total Liabilities 94,579 Additional paid-in capital 204,753 Accumulated deficit (113,269) Total Equity 91,484 Total Liabilities and Equity $ 186,063 As of June 30, 2024, the major classes of assets and liabilities of AMD are presented separately in the Condensed Consolidated Balance Sheets as follows (in thousands) : Accounts receivable $ 8,034 Prepaids and other current assets 124 Current assets of held-for-sale operations 8,158 Accounts payable 216 Other current liabilities 3,765 Current liabilities of held-for-sale operations $ 3,981 (in thousands) : Three Months Ended Six Months Ended Revenue: Capitated revenue $ 2,849 $ 5,730 Service revenue 2,202 5,384 Unaffiliated revenue 5,051 11,114 Affiliated revenue 449 1,023 Total revenue of held-for-sale operations 5,500 12,137 Operating expenses: Medical costs 2,022 3,974 Operating costs 8,244 14,057 Impairment of intangible assets 11,411 11,411 Depreciation and amortization 494 989 Total operating expenses from held-for-sale operations 22,171 30,431 Operating loss from held-for-sale operations $ (16,671) $ (18,294) The financial results of discontinued operations by major line item for the periods ended June 30 were as follows (in thousands) : Three Months Ended June 30, 2024 Total Revenue: Premium revenue $ (11,124) Investment income 1,226 Total revenue from discontinued operations (9,898) Operating expenses: Medical costs 50 Operating costs 1,800 Restructuring charges 475 Total operating expenses from discontinued operations 2,325 Operating loss from discontinued operations (12,223) Interest expense 7,308 Gain on sale of Docsquad business (991) Loss from discontinued operations before income taxes (18,540) Income tax expense (benefit) (101) Net loss from discontinued operations $ (18,439) Three Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (15,354) 443,532 $ — $ 428,178 Service revenue — — — — Investment income 21,120 400 — 21,520 Total revenue from discontinued operations 5,766 443,932 — 449,698 Operating expenses: Medical costs 14,588 400,114 — 414,702 Operating costs 34,204 54,284 317 88,805 Restructuring charges 1,655 5 1 1,661 Depreciation and amortization — 1,465 — 1,465 Total operating expenses from discontinued operations 50,447 455,868 318 506,633 Operating loss from discontinued operations (44,681) (11,936) (318) (56,935) Interest expense — — — — Loss from discontinued operations before income taxes (44,681) (11,936) (318) (56,935) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (44,681) $ (11,936) $ (318) $ (56,935) Six Months Ended June 30, 2024 Total Revenue: Premium revenue $ (11,339) Investment income 2,794 Total revenue from discontinued operations (8,545) Operating expenses: Medical costs (3,709) Operating costs 8,385 Restructuring charges 96 Total operating expenses from discontinued operations 4,772 Operating loss from discontinued operations (13,317) Interest expense 16,073 Gain on sale of Docsquad business (991) Loss from discontinued operations before income taxes (28,399) Income tax expense (benefit) (95) Net loss from discontinued operations $ (28,304) Six Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (14,588) 896,849 $ — $ 882,261 Service revenue 30 — 2,383 2,413 Investment income 42,011 438 — 42,449 Total revenue from discontinued operations 27,453 897,287 2,383 927,123 Operating expenses: Medical costs 60,602 828,839 — 889,441 Operating costs 81,682 110,623 2,366 194,671 Restructuring charges 9,611 5 1 9,617 Depreciation and amortization — 5,872 — 5,872 Total operating expenses from discontinued operations 151,895 945,339 2,367 1,099,601 Operating loss from discontinued operations (124,442) (48,052) 16 (172,478) Interest expense — — — — Loss from discontinued operations before income taxes (124,442) (48,052) 16 (172,478) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (124,442) $ (48,052) $ 16 $ (172,478) The following table presents cash flows from operating and investing activities for discontinued operations for the six months ended June 30, 2024 and 2023 (in thousands) : Six Months Ended June 30, 2024 2023 Cash used in operating activities - discontinued operations $ (59,514) $ (667,237) Cash provided by investing activities - discontinued operations 199,702 157,048 Assets and liabilities of discontinued operations were as follows (in thousands) : June 30, 2024 Bright HealthCare - Commercial Assets Current assets: Cash and cash equivalents $ 128,033 Short-term investments 7,590 Accounts receivable, net of allowance 1,427 Prepaids and other current assets 5,325 Current assets of discontinued operations 142,375 Total assets of discontinued operations $ 142,375 Liabilities Current liabilities: Medical costs payable $ 13,603 Accounts payable 8,682 Risk adjustment payable 286,991 Other current liabilities 34,709 Current liabilities of discontinued operations 343,985 Total liabilities of discontinued operations $ 343,985 December 31, 2023 Bright HealthCare - Commercial Bright HealthCare Total Assets Current assets: Cash and cash equivalents $ 159,769 $ 128,212 $ 287,981 Short-term investments 9,163 20,218 29,381 Accounts receivable, net of allowance 1,430 51,929 53,359 Prepaids and other current assets 7,838 114,532 122,370 Property, equipment and capitalized software, net — 17,954 17,954 Intangible assets, net — 138,982 138,982 Goodwill — 172,543 172,543 Current assets of discontinued operations 178,200 644,370 822,570 Total assets of discontinued operations $ 178,200 $ 644,370 $ 822,570 Liabilities Current liabilities: Medical costs payable $ 31,881 $ 272,138 $ 304,019 Accounts payable 25,648 7,719 33,367 Risk adjustment payable 291,146 — 291,146 Other current liabilities 28,045 43,181 71,226 Current liabilities of discontinued operations 376,720 323,038 699,758 Total liabilities of discontinued operations $ 376,720 $ 323,038 $ 699,758 (in thousands) : June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 102,093 $ — $ (1) $ 102,092 Held to maturity: U.S. government and agency obligations 7,479 — — 7,479 Corporate obligations 111 — — 111 Total held-to-maturity securities 7,590 — — 7,590 Total investments $ 109,683 $ — $ (1) $ 109,682 December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 150,939 $ — $ — $ 150,939 Available for sale: U.S. government and agency obligations 1,557 — (100) 1,457 Corporate obligations 615 — (11) 604 Certificates of deposit 19,653 — — 19,653 Mortgage-backed securities 951 — (63) 888 Total available-for-sale securities 22,776 — (174) 22,602 Held to maturity: U.S. government and agency obligations 6,503 1 (59) 6,445 Certificates of deposit 334 — — 334 Total held-to-maturity securities 6,837 1 (59) 6,779 Total investments $ 180,552 $ 1 $ (233) $ 180,320 |
HELD-FOR-SALE OPERATIONS (Table
HELD-FOR-SALE OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The table below presents the balance sheet of BHIC-Texas on November 29, 2023, the date the Deconsolidated Entity was placed into receivership. Cash and cash equivalents $ 60,560 Prepaids and other current assets 1,522 Risk Share Receivable 123,981 Total Assets $ 186,063 Accounts payable $ 135 Medical costs payable 3,283 Other current liabilities 1,523 Risk adjustment payable 89,638 Total Liabilities 94,579 Additional paid-in capital 204,753 Accumulated deficit (113,269) Total Equity 91,484 Total Liabilities and Equity $ 186,063 As of June 30, 2024, the major classes of assets and liabilities of AMD are presented separately in the Condensed Consolidated Balance Sheets as follows (in thousands) : Accounts receivable $ 8,034 Prepaids and other current assets 124 Current assets of held-for-sale operations 8,158 Accounts payable 216 Other current liabilities 3,765 Current liabilities of held-for-sale operations $ 3,981 (in thousands) : Three Months Ended Six Months Ended Revenue: Capitated revenue $ 2,849 $ 5,730 Service revenue 2,202 5,384 Unaffiliated revenue 5,051 11,114 Affiliated revenue 449 1,023 Total revenue of held-for-sale operations 5,500 12,137 Operating expenses: Medical costs 2,022 3,974 Operating costs 8,244 14,057 Impairment of intangible assets 11,411 11,411 Depreciation and amortization 494 989 Total operating expenses from held-for-sale operations 22,171 30,431 Operating loss from held-for-sale operations $ (16,671) $ (18,294) The financial results of discontinued operations by major line item for the periods ended June 30 were as follows (in thousands) : Three Months Ended June 30, 2024 Total Revenue: Premium revenue $ (11,124) Investment income 1,226 Total revenue from discontinued operations (9,898) Operating expenses: Medical costs 50 Operating costs 1,800 Restructuring charges 475 Total operating expenses from discontinued operations 2,325 Operating loss from discontinued operations (12,223) Interest expense 7,308 Gain on sale of Docsquad business (991) Loss from discontinued operations before income taxes (18,540) Income tax expense (benefit) (101) Net loss from discontinued operations $ (18,439) Three Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (15,354) 443,532 $ — $ 428,178 Service revenue — — — — Investment income 21,120 400 — 21,520 Total revenue from discontinued operations 5,766 443,932 — 449,698 Operating expenses: Medical costs 14,588 400,114 — 414,702 Operating costs 34,204 54,284 317 88,805 Restructuring charges 1,655 5 1 1,661 Depreciation and amortization — 1,465 — 1,465 Total operating expenses from discontinued operations 50,447 455,868 318 506,633 Operating loss from discontinued operations (44,681) (11,936) (318) (56,935) Interest expense — — — — Loss from discontinued operations before income taxes (44,681) (11,936) (318) (56,935) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (44,681) $ (11,936) $ (318) $ (56,935) Six Months Ended June 30, 2024 Total Revenue: Premium revenue $ (11,339) Investment income 2,794 Total revenue from discontinued operations (8,545) Operating expenses: Medical costs (3,709) Operating costs 8,385 Restructuring charges 96 Total operating expenses from discontinued operations 4,772 Operating loss from discontinued operations (13,317) Interest expense 16,073 Gain on sale of Docsquad business (991) Loss from discontinued operations before income taxes (28,399) Income tax expense (benefit) (95) Net loss from discontinued operations $ (28,304) Six Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (14,588) 896,849 $ — $ 882,261 Service revenue 30 — 2,383 2,413 Investment income 42,011 438 — 42,449 Total revenue from discontinued operations 27,453 897,287 2,383 927,123 Operating expenses: Medical costs 60,602 828,839 — 889,441 Operating costs 81,682 110,623 2,366 194,671 Restructuring charges 9,611 5 1 9,617 Depreciation and amortization — 5,872 — 5,872 Total operating expenses from discontinued operations 151,895 945,339 2,367 1,099,601 Operating loss from discontinued operations (124,442) (48,052) 16 (172,478) Interest expense — — — — Loss from discontinued operations before income taxes (124,442) (48,052) 16 (172,478) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (124,442) $ (48,052) $ 16 $ (172,478) The following table presents cash flows from operating and investing activities for discontinued operations for the six months ended June 30, 2024 and 2023 (in thousands) : Six Months Ended June 30, 2024 2023 Cash used in operating activities - discontinued operations $ (59,514) $ (667,237) Cash provided by investing activities - discontinued operations 199,702 157,048 Assets and liabilities of discontinued operations were as follows (in thousands) : June 30, 2024 Bright HealthCare - Commercial Assets Current assets: Cash and cash equivalents $ 128,033 Short-term investments 7,590 Accounts receivable, net of allowance 1,427 Prepaids and other current assets 5,325 Current assets of discontinued operations 142,375 Total assets of discontinued operations $ 142,375 Liabilities Current liabilities: Medical costs payable $ 13,603 Accounts payable 8,682 Risk adjustment payable 286,991 Other current liabilities 34,709 Current liabilities of discontinued operations 343,985 Total liabilities of discontinued operations $ 343,985 December 31, 2023 Bright HealthCare - Commercial Bright HealthCare Total Assets Current assets: Cash and cash equivalents $ 159,769 $ 128,212 $ 287,981 Short-term investments 9,163 20,218 29,381 Accounts receivable, net of allowance 1,430 51,929 53,359 Prepaids and other current assets 7,838 114,532 122,370 Property, equipment and capitalized software, net — 17,954 17,954 Intangible assets, net — 138,982 138,982 Goodwill — 172,543 172,543 Current assets of discontinued operations 178,200 644,370 822,570 Total assets of discontinued operations $ 178,200 $ 644,370 $ 822,570 Liabilities Current liabilities: Medical costs payable $ 31,881 $ 272,138 $ 304,019 Accounts payable 25,648 7,719 33,367 Risk adjustment payable 291,146 — 291,146 Other current liabilities 28,045 43,181 71,226 Current liabilities of discontinued operations 376,720 323,038 699,758 Total liabilities of discontinued operations $ 376,720 $ 323,038 $ 699,758 (in thousands) : June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 102,093 $ — $ (1) $ 102,092 Held to maturity: U.S. government and agency obligations 7,479 — — 7,479 Corporate obligations 111 — — 111 Total held-to-maturity securities 7,590 — — 7,590 Total investments $ 109,683 $ — $ (1) $ 109,682 December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 150,939 $ — $ — $ 150,939 Available for sale: U.S. government and agency obligations 1,557 — (100) 1,457 Corporate obligations 615 — (11) 604 Certificates of deposit 19,653 — — 19,653 Mortgage-backed securities 951 — (63) 888 Total available-for-sale securities 22,776 — (174) 22,602 Held to maturity: U.S. government and agency obligations 6,503 1 (59) 6,445 Certificates of deposit 334 — — 334 Total held-to-maturity securities 6,837 1 (59) 6,779 Total investments $ 180,552 $ 1 $ (233) $ 180,320 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The table below presents the balance sheet of BHIC-Texas on November 29, 2023, the date the Deconsolidated Entity was placed into receivership. Cash and cash equivalents $ 60,560 Prepaids and other current assets 1,522 Risk Share Receivable 123,981 Total Assets $ 186,063 Accounts payable $ 135 Medical costs payable 3,283 Other current liabilities 1,523 Risk adjustment payable 89,638 Total Liabilities 94,579 Additional paid-in capital 204,753 Accumulated deficit (113,269) Total Equity 91,484 Total Liabilities and Equity $ 186,063 As of June 30, 2024, the major classes of assets and liabilities of AMD are presented separately in the Condensed Consolidated Balance Sheets as follows (in thousands) : Accounts receivable $ 8,034 Prepaids and other current assets 124 Current assets of held-for-sale operations 8,158 Accounts payable 216 Other current liabilities 3,765 Current liabilities of held-for-sale operations $ 3,981 (in thousands) : Three Months Ended Six Months Ended Revenue: Capitated revenue $ 2,849 $ 5,730 Service revenue 2,202 5,384 Unaffiliated revenue 5,051 11,114 Affiliated revenue 449 1,023 Total revenue of held-for-sale operations 5,500 12,137 Operating expenses: Medical costs 2,022 3,974 Operating costs 8,244 14,057 Impairment of intangible assets 11,411 11,411 Depreciation and amortization 494 989 Total operating expenses from held-for-sale operations 22,171 30,431 Operating loss from held-for-sale operations $ (16,671) $ (18,294) The financial results of discontinued operations by major line item for the periods ended June 30 were as follows (in thousands) : Three Months Ended June 30, 2024 Total Revenue: Premium revenue $ (11,124) Investment income 1,226 Total revenue from discontinued operations (9,898) Operating expenses: Medical costs 50 Operating costs 1,800 Restructuring charges 475 Total operating expenses from discontinued operations 2,325 Operating loss from discontinued operations (12,223) Interest expense 7,308 Gain on sale of Docsquad business (991) Loss from discontinued operations before income taxes (18,540) Income tax expense (benefit) (101) Net loss from discontinued operations $ (18,439) Three Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (15,354) 443,532 $ — $ 428,178 Service revenue — — — — Investment income 21,120 400 — 21,520 Total revenue from discontinued operations 5,766 443,932 — 449,698 Operating expenses: Medical costs 14,588 400,114 — 414,702 Operating costs 34,204 54,284 317 88,805 Restructuring charges 1,655 5 1 1,661 Depreciation and amortization — 1,465 — 1,465 Total operating expenses from discontinued operations 50,447 455,868 318 506,633 Operating loss from discontinued operations (44,681) (11,936) (318) (56,935) Interest expense — — — — Loss from discontinued operations before income taxes (44,681) (11,936) (318) (56,935) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (44,681) $ (11,936) $ (318) $ (56,935) Six Months Ended June 30, 2024 Total Revenue: Premium revenue $ (11,339) Investment income 2,794 Total revenue from discontinued operations (8,545) Operating expenses: Medical costs (3,709) Operating costs 8,385 Restructuring charges 96 Total operating expenses from discontinued operations 4,772 Operating loss from discontinued operations (13,317) Interest expense 16,073 Gain on sale of Docsquad business (991) Loss from discontinued operations before income taxes (28,399) Income tax expense (benefit) (95) Net loss from discontinued operations $ (28,304) Six Months Ended June 30, 2023 Bright HealthCare - Commercial Bright HealthCare Other Total Revenue: Premium revenue $ (14,588) 896,849 $ — $ 882,261 Service revenue 30 — 2,383 2,413 Investment income 42,011 438 — 42,449 Total revenue from discontinued operations 27,453 897,287 2,383 927,123 Operating expenses: Medical costs 60,602 828,839 — 889,441 Operating costs 81,682 110,623 2,366 194,671 Restructuring charges 9,611 5 1 9,617 Depreciation and amortization — 5,872 — 5,872 Total operating expenses from discontinued operations 151,895 945,339 2,367 1,099,601 Operating loss from discontinued operations (124,442) (48,052) 16 (172,478) Interest expense — — — — Loss from discontinued operations before income taxes (124,442) (48,052) 16 (172,478) Income tax expense (benefit) — — — — Net loss from discontinued operations $ (124,442) $ (48,052) $ 16 $ (172,478) The following table presents cash flows from operating and investing activities for discontinued operations for the six months ended June 30, 2024 and 2023 (in thousands) : Six Months Ended June 30, 2024 2023 Cash used in operating activities - discontinued operations $ (59,514) $ (667,237) Cash provided by investing activities - discontinued operations 199,702 157,048 Assets and liabilities of discontinued operations were as follows (in thousands) : June 30, 2024 Bright HealthCare - Commercial Assets Current assets: Cash and cash equivalents $ 128,033 Short-term investments 7,590 Accounts receivable, net of allowance 1,427 Prepaids and other current assets 5,325 Current assets of discontinued operations 142,375 Total assets of discontinued operations $ 142,375 Liabilities Current liabilities: Medical costs payable $ 13,603 Accounts payable 8,682 Risk adjustment payable 286,991 Other current liabilities 34,709 Current liabilities of discontinued operations 343,985 Total liabilities of discontinued operations $ 343,985 December 31, 2023 Bright HealthCare - Commercial Bright HealthCare Total Assets Current assets: Cash and cash equivalents $ 159,769 $ 128,212 $ 287,981 Short-term investments 9,163 20,218 29,381 Accounts receivable, net of allowance 1,430 51,929 53,359 Prepaids and other current assets 7,838 114,532 122,370 Property, equipment and capitalized software, net — 17,954 17,954 Intangible assets, net — 138,982 138,982 Goodwill — 172,543 172,543 Current assets of discontinued operations 178,200 644,370 822,570 Total assets of discontinued operations $ 178,200 $ 644,370 $ 822,570 Liabilities Current liabilities: Medical costs payable $ 31,881 $ 272,138 $ 304,019 Accounts payable 25,648 7,719 33,367 Risk adjustment payable 291,146 — 291,146 Other current liabilities 28,045 43,181 71,226 Current liabilities of discontinued operations 376,720 323,038 699,758 Total liabilities of discontinued operations $ 376,720 $ 323,038 $ 699,758 (in thousands) : June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 102,093 $ — $ (1) $ 102,092 Held to maturity: U.S. government and agency obligations 7,479 — — 7,479 Corporate obligations 111 — — 111 Total held-to-maturity securities 7,590 — — 7,590 Total investments $ 109,683 $ — $ (1) $ 109,682 December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 150,939 $ — $ — $ 150,939 Available for sale: U.S. government and agency obligations 1,557 — (100) 1,457 Corporate obligations 615 — (11) 604 Certificates of deposit 19,653 — — 19,653 Mortgage-backed securities 951 — (63) 888 Total available-for-sale securities 22,776 — (174) 22,602 Held to maturity: U.S. government and agency obligations 6,503 1 (59) 6,445 Certificates of deposit 334 — — 334 Total held-to-maturity securities 6,837 1 (59) 6,779 Total investments $ 180,552 $ 1 $ (233) $ 180,320 |
Schedule of Purchase Price Adjustments | The $500.0 million purchase price includes $167.3 million of purchase price adjustments subject to contingencies and adjustments relating to TNE (in thousands) : Consolidation and Adjustment Escrow Amount (1) $ 100,000 TNE deficit at closing (2) 57,326 Indemnity Escrow Amount (3) 10,000 Total consideration subject to contingencies $ 167,326 (1) Contingent upon either (i) Molina obtaining regulatory approval of the consolidation of BND into CHP or (ii) receipt by BND of a Part D Summary Rating for its Part D operations for contract year 2025 of at least 3 Stars from CMS. If this contingency is successful, it is payable in November 2024 net of any TNE deficit deterioration and subject to certain other purchase price adjustments as described further in the Amendment. (2) Amount by which minimum required TNE exceeds estimated TNE as of December 31, 2023. To the extent the TNE deficit improves on a restated basis by the cutoff date of June 30, 2024, Molina will owe the Company for that difference, payable in November 2024. To the extent the TNE deficit worsens on a restated basis by the time of the cutoff date, such difference will be deducted from Consolidation and Adjustment Escrow Amount. If the conditions around the Consolidation and Adjustment Escrow Amount are not satisfied, Molina would retain the Consolidation and Adjustment Escrow Amount in satisfaction of any TNE deficit deterioration. (3) For 18 months post-closing date, the Company will indemnify Molina against and are liable to Molina for any and all losses incurred by Molina resulting from breach or inaccuracy of warranties and representations made, breach or failure to perform any covenant of the Molina Purchase Agreement, among others. As the Indemnity Escrow Amount is subject to these conditions for 18 months post close, the Company will only recognize this amount in the fair value of consideration received at the point those 18 months have passed, on July 1, 2025. The amount recognized will be that equal to the $10.0 million Indemnity Escrow amount less any agreed upon or finally adjudicated losses as of July 1, 2025 |
Schedule of Investment and Sale of Business | At the time of the sale, our investment in the California MA business was calculated as follows (in thousands) : Total assets (1) $ 647,254 Total liabilities (323,038) Investment in California MA Business $ 324,216 (1) Total assets of the California MA business at the time of the sale are inclusive of $2.9 million unsettled intercompany receivable that was eliminated at consolidation. NeueHealth has recorded the corresponding payable within other current liabilities of our continuing operations as of June 30, 2024 . The company recorded no gain or loss associated with the sale of the California Medicare Advantage business (in thousands) : Sale price of California MA Business $ 500,000 Less: Portion of sale price subject to contingencies (167,326) Less: Investment in California MA Business (324,216) Less: Transactions costs contingent on closing of sale (8,458) Gain or loss on sale of California MA Business $ — |
Schedule of Restructuring Charges | Restructuring charges by reportable segment and corporate for the periods ended June 30 were as follows (in thousands) : Three Months Ended June 30, 2024 NeueCare NeueSolutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 239 $ 239 Long-lived asset impairments — — — — Contract termination and other costs — — — — Total continuing operations $ — $ — $ 239 $ 239 Three Months Ended June 30, 2023 NeueCare NeueSolutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 1,387 $ 1,387 Long-lived asset impairments — — — — Contract termination and other costs — — (102) (102) Total continuing operations $ — $ — $ 1,285 $ 1,285 Six Months Ended June 30, 2024 NeueCare NeueSolutions Corporate & Eliminations Total Employee termination benefits $ — $ — $ 181 $ 181 Long-lived asset impairments — — — — Contract termination and other costs — — — — Total continuing operations $ — $ — $ 181 $ 181 Six Months Ended June 30, 2023 NeueCare NeueSolutions Corporate & Eliminations Total Employee termination benefits $ (44) $ 3 $ 662 $ 621 Long-lived asset impairments — — 880 880 Contract termination and other costs — — 85 85 Total continuing operations $ (44) $ 3 $ 1,627 $ 1,586 Restructuring charges within our discontinued operations for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Employee termination benefits $ 73 $ 213 $ 202 $ 3,177 Long-lived asset impairments — 2,489 — 7,429 Contract termination and other costs 402 (1,041) (106) (989) Total discontinued operations restructuring charges $ 475 $ 1,661 $ 96 $ 9,617 |
Schedule of Restructuring Accrual | Restructuring accrual activity recorded by major type for the six months ended June 30, 2024 were as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2024 $ 8,389 $ — $ 8,389 Net charges 181 — 181 Cash payments (5,406) — (5,406) Balance at June 30, 2024 $ 3,164 $ — $ 3,164 Restructuring accrual activity recorded by major type for the six months ended June 30, 2024 was as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2024 $ 2,867 $ 22,492 $ 25,359 Net charges 202 (106) 96 Cash payments (1,920) (17,386) (19,306) Balance at June 30, 2024 $ 1,149 $ 5,000 $ 6,149 |
Schedule of Medical Costs Payable | The following table shows the components of the change in medical costs payable for the six months ended June 30, 2024 and 2023 (in thousand s) : June 30, 2024 2023 Medical costs payable - January 1 $ 157,903 $ 116,021 Incurred related to: Current year 380,782 504,307 Prior year (6,227) 1,029 Total incurred 374,555 505,336 Paid related to: Current year 277,748 347,629 Prior year 117,666 93,873 Total paid 395,414 441,502 Medical costs payable - June 30 $ 137,044 $ 179,855 The table below details the components making up the medical costs payable as of June 30, 2024 and December 31, 2023 (in thou sand s) : June 30, 2024 December 31, 2023 Claims unpaid 1,074 — Payables due to CMS (1) 32,706 — Provider incentive payable 9,600 2,367 Incurred but not reported (IBNR) 93,664 155,536 Total medical costs payable $ 137,044 $ 157,903 (1) Payables due to CMS primarily relate to out-of-network claims the Company is required to pay as a result of our ACO REACH Care Partner, Babylon, filing for bankruptcy. table below details the components making up the medical costs payable within current liabilities of discontinued operations (in thousands) : Bright HealthCare - Commercial June 30, 2024 December 31, 2023 Claims unpaid $ 8,966 $ 14,500 Claims adjustment expense liability 227 2,382 Incurred but not reported (IBNR) 4,410 14,999 Total medical costs payable of discontinued operations $ 13,603 $ 31,881 |
ORGANIZATION AND BASIS OF PRE_4
ORGANIZATION AND BASIS OF PRESENTATION - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
Dec. 27, 2023 USD ($) | Jan. 31, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) business | Jun. 30, 2023 USD ($) | Jun. 21, 2024 state $ / shares shares | Apr. 08, 2024 USD ($) $ / shares shares | Jan. 01, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 13, 2023 USD ($) | Sep. 30, 2023 USD ($) | Mar. 31, 2021 USD ($) | |
Organization and Basis of Presentation [Line Items] | |||||||||||||
Number of market facing business | business | 2 | ||||||||||||
Number of tranches | state | 4 | ||||||||||||
Repayment of debt loans outstanding | $ 298,600,000 | ||||||||||||
Gain on troubled debt restructuring | $ 0 | $ 0 | 30,311,000 | $ 0 | |||||||||
Net loss | (57,698,000) | (88,627,000) | (61,875,000) | (258,088,000) | |||||||||
Centers for Medicare & Medicaid Services | |||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||
Repayment aggregate amount | $ 380,200,000 | ||||||||||||
Parent Company | Centers for Medicare & Medicaid Services | |||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||
Repayment aggregate amount | 287,000,000 | $ 287,000,000 | $ 291,100,000 | ||||||||||
Discontinued Operations | California Medicare Advantage Business | |||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||
Total consideration | $ 600,000,000 | $ 600,000,000 | $ 500,000,000 | $ 500,000,000 | |||||||||
Cash collateralization of existing letters | $ 24,100,000 | ||||||||||||
Wind-down period | 2 years | ||||||||||||
2024 NEA Warrantholders Agreement | |||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||
Warrants to purchase our common stock (in shares) | shares | 1,113,563 | ||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||
Hercules Warrantholders Credit Agreement | |||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||
Warrants to purchase our common stock (in shares) | shares | 1,250,000 | ||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||
Secured Debt | 2023 Credit Agreement | Line of Credit | |||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||
Term loan commitment increase in an aggregate principal amount | $ 30,000,000 | ||||||||||||
Letter of credit principal balance | 10,000,000 | $ 10,000,000 | |||||||||||
Line of credit facility, accordion feature, withdraw amount | 30,000,000 | 30,000,000 | |||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||
Revolving credit facility | $ 350,000,000 | ||||||||||||
Letter of credit principal balance | 16,500,000 | 16,500,000 | |||||||||||
Revolving Credit Facility | Letter of Credit | Debt and interest repayment | |||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||
Repayments of lines of credit | $ 274,600,000 | ||||||||||||
Revolving Credit Facility | Hercules Warrantholders Credit Agreement | |||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||
Revolving credit facility | $ 150,000,000 | $ 150,000,000 |
ORGANIZATION AND BASIS OF PRE_5
ORGANIZATION AND BASIS OF PRESENTATION - Schedule of Operating Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Compensation and fringe benefits | $ 49,249 | $ 42,413 | $ 97,385 | $ 101,037 |
Professional fees | 6,569 | 13,771 | 13,069 | 19,619 |
Technology expenses | 3,420 | 4,914 | 6,937 | 11,067 |
General and administrative expenses | 10,170 | 7,766 | 17,870 | 15,223 |
Marketing and selling expenses | 210 | 630 | 424 | 1,204 |
Other operating expenses | 599 | 786 | 1,354 | 1,648 |
Operating costs | $ 70,217 | $ 70,280 | $ 137,039 | $ 149,798 |
RESTRUCTURING CHARGES - Schedul
RESTRUCTURING CHARGES - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Employee termination benefits | $ 239 | $ 1,387 | $ 181 | $ 621 |
Long-lived asset impairments | 0 | 0 | 0 | 880 |
Contract termination and other costs | 0 | (102) | 0 | 85 |
Total restructuring charges | 239 | 1,285 | 181 | 1,586 |
NeueCare | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee termination benefits | 0 | 0 | 0 | (44) |
Long-lived asset impairments | 0 | 0 | 0 | 0 |
Contract termination and other costs | 0 | 0 | 0 | 0 |
Total restructuring charges | 0 | 0 | 0 | (44) |
NeueSolutions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee termination benefits | 0 | 0 | 0 | 3 |
Long-lived asset impairments | 0 | 0 | 0 | 0 |
Contract termination and other costs | 0 | 0 | 0 | 0 |
Total restructuring charges | 0 | 0 | 0 | 3 |
Corporate & Eliminations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee termination benefits | 239 | 1,387 | 181 | 662 |
Long-lived asset impairments | 0 | 0 | 0 | 880 |
Contract termination and other costs | 0 | (102) | 0 | 85 |
Total restructuring charges | $ 239 | $ 1,285 | $ 181 | $ 1,627 |
RESTRUCTURING CHARGES - Narrati
RESTRUCTURING CHARGES - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) lease | |
Restructuring and Related Activities [Abstract] | ||||
Long-lived asset impairments | $ | $ 0 | $ 0 | $ 0 | $ 880 |
Abandonment of operating leases | lease | 1 |
RESTRUCTURING CHARGES - Sched_2
RESTRUCTURING CHARGES - Schedule of Restructuring Reserve by Type of Cost (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | $ 8,389 |
Net charges | 181 |
Cash payments | (5,406) |
Ending Balance | 3,164 |
Employee Termination Benefits | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 8,389 |
Net charges | 181 |
Cash payments | (5,406) |
Ending Balance | 3,164 |
Contract Termination Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0 |
Net charges | 0 |
Cash payments | 0 |
Ending Balance | $ 0 |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 109,670 | $ 128,382 |
Accumulated Amortization | 33,630 | 35,144 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 68,770 | 80,021 |
Accumulated Amortization | 25,257 | 26,144 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 40,900 | 48,361 |
Accumulated Amortization | $ 8,373 | $ 9,000 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment of intangible assets | $ 11,400,000 | $ 0 | $ 11,400,000 | $ 0 |
Amortization of intangible assets | $ 2,900,000 | $ 2,900,000 | $ 5,800,000 | $ 5,900,000 |
INTANGIBLE ASSETS - Schedule _2
INTANGIBLE ASSETS - Schedule of Intangible Asset Amortization Expense (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 (July-December) | $ 4,976 |
2025 | 9,952 |
2026 | 9,952 |
2027 | 9,952 |
2028 | 8,673 |
2029 | $ 8,673 |
MEDICAL COSTS PAYABLE - Change
MEDICAL COSTS PAYABLE - Change in Medical Costs Payable (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Medical costs payable, beginning balance | $ 157,903 | $ 116,021 |
Incurred related to: | ||
Current year | 380,782 | 504,307 |
Prior year | (6,227) | 1,029 |
Total incurred | 374,555 | 505,336 |
Paid related to: | ||
Current year | 277,748 | 347,629 |
Prior year | 117,666 | 93,873 |
Total paid | 395,414 | 441,502 |
Medical costs payable, ending balance | $ 137,044 | $ 179,855 |
MEDICAL COSTS PAYABLE - Narrati
MEDICAL COSTS PAYABLE - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Insurance [Abstract] | ||
Medical costs payable, increase (decrease) to prior years | $ (6.2) | $ 1 |
MEDICAL COSTS PAYABLE - Compone
MEDICAL COSTS PAYABLE - Components of Medical Costs Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Insurance [Abstract] | ||||
Claims unpaid | $ 1,074 | $ 0 | ||
Payables due to CMS | 32,706 | 0 | ||
Provider incentive payable | 9,600 | 2,367 | ||
Incurred but not reported (IBNR) | 93,664 | 155,536 | ||
Total medical costs payable | $ 137,044 | $ 157,903 | $ 179,855 | $ 116,021 |
BORROWINGS AND COMMON STOCK W_3
BORROWINGS AND COMMON STOCK WARRANTS - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||
Jun. 21, 2024 USD ($) state $ / shares shares | Apr. 08, 2024 USD ($) $ / shares shares | Dec. 27, 2023 USD ($) | Oct. 02, 2023 USD ($) $ / shares shares | Aug. 04, 2023 USD ($) $ / shares shares | Jan. 31, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jan. 02, 2024 USD ($) | Jan. 01, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 13, 2023 USD ($) | Mar. 31, 2021 USD ($) | |
Line of Credit Facility [Line Items] | |||||||||||||||
Short-term borrowings | $ 0 | $ 0 | $ 303,947,000 | ||||||||||||
Gain on troubled debt restructuring | 0 | $ 0 | $ (30,311,000) | $ 0 | |||||||||||
Troubled debt restructuring, decrease of basic loss per share (In dollars per share) | $ / shares | $ (3.71) | ||||||||||||||
Troubled debt restructuring, decrease of diluted loss per share (In dollars per share) | $ / shares | $ (3.71) | ||||||||||||||
Number of tranches | state | 4 | ||||||||||||||
Warrant liability | 21,792,000 | $ 21,792,000 | 13,971,000 | ||||||||||||
Warrant income | $ (2,213,000) | 0 | $ (4,285,000) | 0 | |||||||||||
2023 Warrantholders Agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||
Warrant liability | $ 25,100,000 | ||||||||||||||
Warrant available to be issued (in shares) | shares | 1,700,000 | ||||||||||||||
Fair market value per share (in dollars per share) | $ / shares | $ 15.12 | ||||||||||||||
CalSTRS Warrants | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||
Warrant liability | $ 1,000,000 | ||||||||||||||
Warrant available to be issued (in shares) | shares | 200,000 | ||||||||||||||
Fair market value per share (in dollars per share) | $ / shares | $ 5.80 | ||||||||||||||
2024 NEA Warrantholders Agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Warrants available | $ 6,800,000 | ||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||
Warrant liability | $ 6,800,000 | ||||||||||||||
Warrant available to be issued (in shares) | shares | 1,100,000 | ||||||||||||||
Fair market value per share (in dollars per share) | $ / shares | $ 6.14 | ||||||||||||||
Warrants to purchase our common stock (in shares) | shares | 1,113,563 | ||||||||||||||
Warrant period | 5 years | 5 years | |||||||||||||
Hercules Warrantholders Credit Agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||
Warrant liability | $ 6,400,000 | ||||||||||||||
Warrant available to be issued (in shares) | shares | 1,300,000 | ||||||||||||||
Fair market value per share (in dollars per share) | $ / shares | $ 5.14 | ||||||||||||||
Warrants to purchase our common stock (in shares) | shares | 1,250,000 | ||||||||||||||
Warrantholders Agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Warrant liability | $ 21,800,000 | $ 21,800,000 | 14,000,000 | ||||||||||||
Warrant income | (2,200,000) | 0 | (4,300,000) | 0 | |||||||||||
Discontinued Operations | California Medicare Advantage Business | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Cash collateralization of existing letters | $ 24,100,000 | ||||||||||||||
Total consideration | 600,000,000 | 600,000,000 | $ 500,000,000 | $ 500,000,000 | |||||||||||
Revolving Credit Facility | Hercules Warrantholders Credit Agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving credit facility | 150,000,000 | 150,000,000 | |||||||||||||
Short-term borrowings | 30,000,000 | $ 30,000,000 | |||||||||||||
Effective annual interest rate | 17.03% | ||||||||||||||
Debt instrument, unamortized discount | $ 1,200,000 | 1,100,000 | $ 1,100,000 | ||||||||||||
Debt instrument, warrant assets | 6,400,000 | 5,300,000 | 5,300,000 | ||||||||||||
Amortization of debt discount (premium) | (2,500,000) | 0 | (2,500,000) | $ 0 | |||||||||||
Deferred financing costs | 2,500,000 | 2,500,000 | |||||||||||||
Revolving Credit Facility | Tranche 1, December 31, 2023 | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Term loan commitments | $ 30,000,000 | ||||||||||||||
Revolving Credit Facility | November 10 - December 3, 2024, Tranche 2 | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Term loan commitments | 25,000,000 | 25,000,000 | |||||||||||||
Revolving Credit Facility | February 15 - September 15, 2025, Tranche 3 | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Term loan commitments | 45,000,000 | 45,000,000 | |||||||||||||
Interest rate reasonable redemption | 22,500,000 | ||||||||||||||
Revolving Credit Facility | June 21, 2024, Tranche 4 | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Term loan commitments | 50,000,000 | 50,000,000 | |||||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving credit facility | $ 350,000,000 | ||||||||||||||
Short-term borrowings | 0 | $ 0 | 303,900,000 | ||||||||||||
Effective annual interest rate | 5% | ||||||||||||||
Letter of credit principal balance | 16,500,000 | $ 16,500,000 | |||||||||||||
Revolving Credit Facility | Line of Credit | 2023 Credit Agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument, periodic payment, interest | 8,900,000 | ||||||||||||||
Revolving Credit Facility | Letter of Credit | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Letters of credit outstanding | 22,900,000 | $ 22,900,000 | |||||||||||||
Letter of credit outstanding cash amount percentage | 105% | ||||||||||||||
Revolving Credit Facility | Letter of Credit | Debt and interest repayment | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Repayments of lines of credit | $ 274,600,000 | ||||||||||||||
Short-term borrowings | $ 0 | ||||||||||||||
Secured Debt | Line of Credit | Delayed Draw Term Loan | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving credit facility | $ 60,000,000 | ||||||||||||||
Term loan commitment increase in an aggregate principal amount | $ 6,400,000 | ||||||||||||||
Secured Debt | Line of Credit | 2023 Credit Agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Short-term borrowings | 86,400,000 | $ 86,400,000 | 66,400,000 | ||||||||||||
Effective annual interest rate | 16.14% | ||||||||||||||
Term loan commitment increase in an aggregate principal amount | $ 30,000,000 | ||||||||||||||
Period subsequent to maturity date | 91 days | ||||||||||||||
Debt instrument, unamortized discount | $ 4,600,000 | 4,100,000 | $ 4,100,000 | $ 0 | |||||||||||
Debt instrument, warrant assets | 2,300,000 | 2,300,000 | |||||||||||||
Amortization of debt discount (premium) | 500,000 | $ 0 | 500,000 | $ 0 | |||||||||||
Letter of credit principal balance | $ 10,000,000 | $ 10,000,000 |
BORROWINGS AND COMMON STOCK W_4
BORROWINGS AND COMMON STOCK WARRANTS - Common Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 21, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | |
Warrantholders Agreement | |||
Class Of Warrants [Roll Forward] | |||
Beginning balance | $ 13,971 | ||
Newly executed Warrantholders Agreement | 13,262 | ||
Antidilutive issuances | 212 | ||
Change in fair value of outstanding warrants | (4,496) | ||
Warrants issued and classified as equity instruments | (1,157) | ||
Ending balance | $ 21,792 | $ 21,792 | |
2023 and 2024 Warrantholders Agreement | |||
Class Of Warrants [Roll Forward] | |||
Additional warrants issued | 41,158 | 41,158 | |
Hercules Warrantholders Credit Agreement | |||
Class Of Warrants [Roll Forward] | |||
Fair market value per share (in dollars per share) | $ 5.14 | ||
Exercise price of warrants (in dollars per share) | $ 0.01 |
BORROWINGS AND COMMON STOCK W_5
BORROWINGS AND COMMON STOCK WARRANTS - Number of Warrants that Remain Available to be Issued Warrantholders Agreements (Details) | Jun. 30, 2024 shares |
2023 Warrantholders Agreement | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, number of securities called by each warrant or right (in shares) | 0 |
2024 NEA Warrantholders Agreement | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, number of securities called by each warrant or right (in shares) | 371,188 |
Hercules Warrantholders Credit Agreement | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, number of securities called by each warrant or right (in shares) | 1,025,000 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Sep. 30, 2021 | Jun. 30, 2024 USD ($) vestingTranche shares | Jun. 30, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for future issuance (in shares) | shares | 4,400,000 | 4,400,000 | |||
Number of shares available for grant (in shares) | shares | 700,000 | 700,000 | |||
Share-based compensation expense | $ 39,900,000 | $ 49,100,000 | |||
Granted (in shares) | shares | 0 | ||||
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 13,200,000 | ||||
Vesting period | 3 years | ||||
Option grants expiration | 10 years | ||||
Granted (in shares) | shares | 0 | ||||
Unrecognized compensation expense | $ 14,500,000 | $ 14,500,000 | |||
Unrecognized compensation expense, weighted average recognition period | 7 months 6 days | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 11,600,000 | ||||
Vesting period | 3 years | ||||
Unrecognized compensation expense, weighted average recognition period | 1 year 7 months 6 days | ||||
Unrecognized compensation expense, other than options | 24,300,000 | $ 24,300,000 | |||
Granted (in shares) | shares | 2,535,000 | ||||
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 | $ 12,600,000 | ||||
Unrecognized compensation expense, weighted average recognition period | 1 year 8 months 12 days | ||||
Unrecognized compensation expense, other than options | 0 | $ 0 | |||
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 | ||||
Number of vesting tranches | vestingTranche | 4 | ||||
Service period | 3 years | ||||
Liability Share-based Award | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | 2,500,000 | $ 0 | $ 2,500,000 | $ 0 | |
Unrecognized compensation expense, other than options | 4,900,000 | 4,900,000 | |||
Share-based compensation arrangements by share-base award, recognized liability | $ 2,500,000 | $ 2,500,000 | |||
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 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Shares | ||
Beginning balance (in shares) | 633 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (3) | |
Expired (in shares) | (96) | |
Ending balance (in shares) | 534 | 633 |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 138.33 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 175.59 | |
Expired (in dollars per share) | 163.83 | |
Ending balance (in dollars per share) | $ 133.50 | $ 138.33 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Life (In Years) | 4 years 8 months 12 days | 5 years 2 months 12 days |
Aggregate Intrinsic Value | $ 132 | $ 213 |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of RSU and PSU Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Restricted stock units | |
Number of Awards | |
Beginning balance (in shares) | shares | 776 |
Granted (in shares) | shares | 2,535 |
Vested (in shares) | shares | (226) |
Forfeited (in shares) | shares | (40) |
Ending balance (in shares) | shares | 3,045 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 53.32 |
Granted (in dollars per share) | $ / shares | 6.24 |
Vested (in dollars per share) | $ / shares | 42.53 |
Forfeited (in dollars per share) | $ / shares | 50.56 |
Ending balance (in dollars per share) | $ / shares | $ 14.97 |
PSU's | |
Number of Awards | |
Beginning balance (in shares) | shares | 131 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | (13) |
Ending balance (in shares) | shares | 118 |
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 | 744.02 |
Ending balance (in dollars per share) | $ / shares | $ 744.01 |
SHARE-BASED COMPENSATION - Sc_3
SHARE-BASED COMPENSATION - Schedule of Share-based Payment Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |
Balance at January 1, 2024 | $ 0 |
Fair value of awards granted (ratable expense recognized to date) | 2,455 |
Balance at June 30, 2024 | $ 2,455 |
REDEEMABLE CONVERTIBLE PREFER_2
REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | ||
Oct. 17, 2022 USD ($) tradingDay $ / shares shares | Jan. 03, 2022 USD ($) tradingDay $ / shares shares | Jun. 30, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | |
Series A preferred stock dividend accrued | ||||
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 | |||
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 | $ | $ 98.7 | $ 78 | ||
Conversion price (in dollars per share) | $ 364 | $ 266.21 | ||
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 dividend accrued | ||||
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 | $ | $ 15.5 | $ 10.8 | ||
Conversion price (in dollars per share) | $ 113.60 | $ 92.76 | ||
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 | |||
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends | $ (52,951) | $ (68,070) | $ (71,604) | $ (139,432) |
Loss from discontinued operations | (18,439) | (56,935) | (28,304) | (172,478) |
Net loss attributable to NeueHealth, Inc. common shareholders | $ (71,390) | $ (125,005) | $ (99,908) | $ (311,910) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares) | 8,253 | 7,962 | 8,166 | 7,928 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares) | 8,253 | 7,962 | 8,166 | 7,928 |
Basic and diluted loss per share attributable to NeueHealth, Inc. common shareholders | ||||
Continuing operations, basic (in dollars per share) | $ (6.42) | $ (8.55) | $ (8.77) | $ (17.59) |
Continuing operations, diluted (in dollars per share) | (6.42) | (8.55) | (8.77) | (17.59) |
Discontinued operations, basic (in dollars per share) | (2.23) | (7.15) | (3.46) | (21.76) |
Discontinued operations, diluted (in dollars per share) | (2.23) | (7.15) | (3.46) | (21.76) |
Basic loss per share (in dollars per share) | (8.65) | (15.70) | (12.23) | (39.35) |
Diluted loss per share (in dollars per share) | $ (8.65) | $ (15.70) | $ (12.23) | $ (39.35) |
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 | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 11,662 | 5,909 |
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) | 5,241 | 4,081 |
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) | 2,842 | 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) | 534 | 720 |
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) | 3,045 | 1,108 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Jul. 01, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Loss Contingencies [Line Items] | |||
Cash and cash equivalents | $ 133,425 | $ 87,299 | |
Short-term investments | 8,735 | $ 6,265 | |
Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Restricted cash and cash equivalents | $ 18,000 | ||
Revolving Credit Facility | Line of Credit | |||
Loss Contingencies [Line Items] | |||
Letter of credit principal balance | 16,500 | ||
Cash and cash equivalents | 52,000 | ||
Short-term investments | 8,700 | ||
Revolving Credit Facility | Line of Credit | Surety Bond | |||
Loss Contingencies [Line Items] | |||
Surety bonds | $ 19,700 |
SEGMENTS AND GEOGRAPHIC INFOR_3
SEGMENTS AND GEOGRAPHIC INFORMATION - Narrative (Details) member in Thousands, consumer in Thousands | 6 Months Ended |
Jun. 30, 2024 segment primaryCareClinic consumer member | |
Segment Reporting Information [Line Items] | |
Number of operating segments | segment | 2 |
Number of reportable segments | segment | 2 |
NeueCare | |
Segment Reporting Information [Line Items] | |
Number of primary care clinics | primaryCareClinic | 74 |
Number of individuals served | consumer | 372 |
NeueSolutions | REACH ACO | |
Segment Reporting Information [Line Items] | |
Number of individuals served | member | 44 |
NeueSolutions | Enablement Services | |
Segment Reporting Information [Line Items] | |
Number of individuals served | member | 113 |
SEGMENTS AND GEOGRAPHIC INFOR_4
SEGMENTS AND GEOGRAPHIC INFORMATION - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
ACO REACH revenue | $ 149,802 | $ 236,994 | $ 321,613 | $ 476,801 |
Investment income | 108 | 2 | 311 | 10 |
Total revenue | 225,991 | 297,982 | 471,086 | 598,532 |
Operating income (loss) | (37,549) | (23,414) | (60,651) | (68,286) |
Depreciation and amortization | 3,978 | 4,671 | 8,540 | 10,154 |
Bad debt expense | 14 | 0 | 11 | 0 |
Restructuring charges | 239 | 1,285 | 181 | 1,586 |
Intangible asset impairment | 11,411 | 0 | 11,411 | 0 |
Total unaffiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 225,991 | 297,982 | 471,086 | 598,532 |
Affiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Capitated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 64,005 | 49,764 | 125,471 | 99,312 |
Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 12,076 | 11,222 | 23,691 | 22,409 |
Corporate & Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
ACO REACH revenue | 0 | 0 | 0 | 0 |
Investment income | 87 | 2 | 290 | 10 |
Total revenue | (3,069) | (5,772) | (5,493) | (7,959) |
Operating income (loss) | (32,044) | (37,441) | (62,026) | (87,440) |
Depreciation and amortization | 757 | 1,493 | 1,533 | 3,844 |
Bad debt expense | 0 | 0 | 0 | 0 |
Restructuring charges | 239 | 1,285 | 181 | 1,586 |
Intangible asset impairment | 0 | 0 | 0 | 0 |
Corporate & Eliminations | Total unaffiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 87 | 2 | 290 | 10 |
Corporate & Eliminations | Affiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | (3,156) | (5,774) | (5,783) | (7,969) |
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 |
NeueCare | ||||
Segment Reporting Information [Line Items] | ||||
ACO REACH revenue | 1,000 | 800 | ||
Restructuring charges | 0 | 0 | 0 | (44) |
NeueCare | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
ACO REACH revenue | 0 | 0 | ||
Investment income | 21 | 0 | ||
Total revenue | 76,985 | 66,068 | ||
Operating income (loss) | (5,902) | 11,031 | ||
Depreciation and amortization | 3,221 | 3,178 | ||
Bad debt expense | 0 | 0 | 0 | 0 |
Restructuring charges | 0 | 0 | ||
Intangible asset impairment | 11,411 | 0 | ||
NeueCare | Operating Segments | Total unaffiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 73,829 | 60,294 | ||
NeueCare | Operating Segments | Affiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 3,156 | 5,774 | ||
NeueCare | Operating Segments | Capitated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 64,005 | 49,764 | ||
NeueCare | Operating Segments | Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 9,803 | 10,530 | ||
NeueSolutions | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring charges | 0 | 0 | 0 | 3 |
NeueSolutions | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
ACO REACH revenue | 149,802 | 236,994 | ||
Investment income | 0 | 0 | ||
Total revenue | 152,075 | 237,686 | ||
Operating income (loss) | 397 | 2,996 | ||
Depreciation and amortization | 0 | 0 | ||
Bad debt expense | 14 | 0 | 11 | 0 |
Restructuring charges | 0 | 0 | ||
Intangible asset impairment | 0 | 0 | ||
NeueSolutions | Operating Segments | Total unaffiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 152,075 | 237,686 | ||
NeueSolutions | Operating Segments | Affiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | ||
NeueSolutions | Operating Segments | Capitated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 0 | 0 | ||
NeueSolutions | Operating Segments | Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | $ 2,273 | $ 692 | ||
NeueCare | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
ACO REACH revenue | 0 | 0 | ||
Investment income | 21 | 0 | ||
Total revenue | 150,608 | 128,747 | ||
Operating income (loss) | 3,910 | 17,667 | ||
Depreciation and amortization | 7,007 | 6,310 | ||
Restructuring charges | 0 | 0 | ||
Intangible asset impairment | 11,411 | 0 | ||
NeueCare | Operating Segments | Total unaffiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 144,825 | 120,778 | ||
NeueCare | Operating Segments | Affiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 5,783 | 7,969 | ||
NeueCare | Operating Segments | Capitated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 125,471 | 99,312 | ||
NeueCare | Operating Segments | Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 19,333 | 21,466 | ||
NeueSolutions | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
ACO REACH revenue | 321,613 | 476,801 | ||
Investment income | 0 | 0 | ||
Total revenue | 325,971 | 477,744 | ||
Operating income (loss) | (2,535) | 1,487 | ||
Depreciation and amortization | 0 | 0 | ||
Restructuring charges | 0 | 0 | ||
Intangible asset impairment | 0 | 0 | ||
NeueSolutions | Operating Segments | Total unaffiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 325,971 | 477,744 | ||
NeueSolutions | Operating Segments | Affiliated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | ||
NeueSolutions | Operating Segments | Capitated revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 0 | 0 | ||
NeueSolutions | Operating Segments | Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | $ 4,358 | $ 943 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ (187) | $ (892) | $ 476 | $ 367 |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTEREST (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | $ 98,761 | $ 88,908 | $ 223,503 | $ 219,758 |
(Loss) earnings attributable to noncontrolling interest | (531) | 4,227 | 3,139 | 1,421 |
Equity distributions to noncontrolling interest holders | 7,020 | 1,884 | 1,805 | |
Distribution to noncontrolling interest holders | 4,174 | (3,147) | ||
Measurement adjustment | 1,463 | 7,510 | 21,066 | 4,129 |
Ending balance | $ 103,867 | $ 98,761 | $ 244,561 | $ 223,503 |
ACO REACH - Narrative (Details)
ACO REACH - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) directContractingEntity | Jun. 30, 2023 USD ($) | |
Segment Reporting Information [Line Items] | ||||
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 revenue | $ | $ 149,802 | $ 236,994 | $ 321,613 | $ 476,801 |
NeueCare | ||||
Segment Reporting Information [Line Items] | ||||
ACO REACH revenue | $ | $ 1,000 | $ 800 |
ACO REACH - Schedule Of Perform
ACO REACH - Schedule Of Performance Guarantees (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Direct Contracting [Abstract] | |||||
ACO REACH performance year receivable | $ 425,517 | $ 425,517 | $ 115,878 | ||
ACO REACH performance year obligation | 325,599 | 325,599 | 0 | ||
In-network claims | 93,600 | 93,600 | |||
Out-of-network claims | $ 100 | ||||
Amortization of ACO REACH performance year receivable | 166,099 | $ 249,449 | 341,559 | $ 424,972 | |
Amortization of ACO REACH performance year obligation | 149,047 | 234,893 | 325,599 | 474,700 | |
ACO REACH revenue | 149,802 | 236,994 | 321,613 | 476,801 | |
Amortization of ACO REACH prior year receivable | 115,900 | $ 99,200 | 115,900 | $ 99,200 | |
ACO Reach Revenue From Prior Performance Year | $ 4,000 | $ 4,000 |
DECONSOLIDATION OF BRIGHT HEA_3
DECONSOLIDATION OF BRIGHT HEALTHCARE INSURANCE COMPANY OF TEXAS - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 29, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Deconsolidation Of Bright Healthcare Insurance Company Of Texas [Line Items] | |||||||
Risk Share Receivable | $ 425,517 | $ 115,878 | |||||
Total stockholder's equity | $ (1,306,822) | $ (1,261,212) | $ (1,263,943) | $ (435,706) | $ (339,987) | $ (200,490) | |
BHIC-Texas | |||||||
Deconsolidation Of Bright Healthcare Insurance Company Of Texas [Line Items] | |||||||
Risk Share Receivable | $ 123,981 | ||||||
Total stockholder's equity | $ 91,484 |
DECONSOLIDATION OF BRIGHT HEA_4
DECONSOLIDATION OF BRIGHT HEALTHCARE INSURANCE COMPANY OF TEXAS - Schedule of Balance Sheet of BHIC-Texas (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 29, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Deconsolidation Of Bright Healthcare Insurance Company Of Texas [Line Items] | |||||||
Cash and cash equivalents | $ 133,425 | $ 87,299 | |||||
Prepaids and other current assets | 31,455 | 17,831 | |||||
Risk Share Receivable | 425,517 | 115,878 | |||||
Total current assets | 785,591 | 1,088,927 | |||||
Accounts payable | 8,603 | 11,841 | |||||
Medical costs payable | 137,044 | 157,903 | $ 179,855 | $ 116,021 | |||
Other current liabilities | 79,222 | 79,856 | |||||
Total liabilities | 1,179,803 | 1,480,098 | |||||
Additional paid-in capital | 3,087,570 | 3,056,027 | |||||
Accumulated deficit | (4,382,393) | (4,307,849) | |||||
Total shareholders’ equity (deficit) | (1,306,822) | $ (1,261,212) | (1,263,943) | $ (435,706) | $ (339,987) | $ (200,490) | |
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit) | $ 897,265 | $ 1,225,480 | |||||
BHIC-Texas | |||||||
Deconsolidation Of Bright Healthcare Insurance Company Of Texas [Line Items] | |||||||
Cash and cash equivalents | $ 60,560 | ||||||
Prepaids and other current assets | 1,522 | ||||||
Risk Share Receivable | 123,981 | ||||||
Total current assets | 186,063 | ||||||
Accounts payable | 135 | ||||||
Medical costs payable | 3,283 | ||||||
Other current liabilities | 1,523 | ||||||
Risk adjustment payable | 89,638 | ||||||
Total liabilities | 94,579 | ||||||
Additional paid-in capital | 204,753 | ||||||
Accumulated deficit | (113,269) | ||||||
Total shareholders’ equity (deficit) | 91,484 | ||||||
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit) | $ 186,063 |
HELD-FOR-SALE OPERATIONS - Sche
HELD-FOR-SALE OPERATIONS - Schedule of Major Classes of Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets of held-for-sale operations | $ 142,375 | $ 822,570 |
Disposal Group, Held-for-Sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current liabilities of held-for-sale operations | 3,981 | $ 0 |
Disposal Group, Held-for-Sale, Not Discontinued Operations | AMD | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | 8,034 | |
Prepaids and other current assets | 124 | |
Current assets of held-for-sale operations | 8,158 | |
Accounts payable | 216 | |
Other current liabilities | 3,765 | |
Current liabilities of held-for-sale operations | $ 3,981 |
HELD-FOR-SALE OPERATIONS - Resu
HELD-FOR-SALE OPERATIONS - Results of Operations (Details) - Disposal Group, Held-for-Sale, Not Discontinued Operations - AMD - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Revenue: | ||
Unaffiliated revenue | $ 5,051 | $ 11,114 |
Affiliated revenue | 449 | 1,023 |
Total revenue of held-for-sale operations | 5,500 | 12,137 |
Operating expenses: | ||
Medical costs | 2,022 | 3,974 |
Operating costs | 8,244 | 14,057 |
Impairment of intangible assets | 11,411 | 11,411 |
Depreciation and amortization | 494 | 989 |
Total operating expenses from held-for-sale operations | 22,171 | 30,431 |
Operating loss from discontinued operations | (16,671) | (18,294) |
Capitated revenue | ||
Revenue: | ||
Unaffiliated revenue | 2,849 | 5,730 |
Service revenue | ||
Revenue: | ||
Unaffiliated revenue | $ 2,202 | $ 5,384 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2024 | May 31, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Dec. 13, 2023 | Jun. 30, 2023 | |
Centers for Medicare & Medicaid Services | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Repayment aggregate amount | $ 380,200 | ||||||
Interest rate | 11.50% | ||||||
Additional risk adjustment obligation | $ (10,600) | ||||||
Centers for Medicare & Medicaid Services | Parent Company | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Repayment aggregate amount | $ 287,000 | $ 291,100 | |||||
Discontinued Operations | California Medicare Advantage Business | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Total consideration | $ 500,000 | $ 500,000 | $ 600,000 | ||||
Total consideration subject to contingencies | $ 167,326 | ||||||
Risk adjustment payable | 291,146 | ||||||
Discontinued Operations | California Medicare Advantage Business | Bright HealthCare - Commercial | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Risk adjustment payable | 286,991 | 291,146 | |||||
Discontinued Operations | Bright HealthCare - Commercial | Level 1 | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash, cash equivalents, and short-term investments | 107,900 | 157,800 | |||||
Discontinued Operations | Bright HealthCare - Commercial | Level 2 | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash, cash equivalents, and short-term investments | $ 1,800 | $ 22,600 |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Statement of Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating expenses: | ||||
Gain on sale of Docsquad business | $ (991) | $ (991) | $ (991) | $ (991) |
Net loss from discontinued operations | (18,439) | (56,935) | (28,304) | (172,478) |
Discontinued Operations | California Medicare Advantage Business | ||||
Revenue: | ||||
Premium revenue | (11,124) | 428,178 | (11,339) | 882,261 |
Service revenue | 0 | 2,413 | ||
Investment income | 1,226 | 21,520 | 2,794 | 42,449 |
Total revenue from discontinued operations | (9,898) | 449,698 | (8,545) | 927,123 |
Operating expenses: | ||||
Medical costs | 50 | 414,702 | (3,709) | 889,441 |
Operating costs | 1,800 | 88,805 | 8,385 | 194,671 |
Restructuring charges | 475 | 1,661 | 96 | 9,617 |
Depreciation and amortization | 1,465 | 5,872 | ||
Total operating expenses from discontinued operations | 2,325 | 506,633 | 4,772 | 1,099,601 |
Operating loss from discontinued operations | (12,223) | (56,935) | (13,317) | (172,478) |
Interest expense | 7,308 | 0 | 16,073 | 0 |
Gain on sale of Docsquad business | (991) | (991) | ||
Loss from discontinued operations before income taxes | (18,540) | (56,935) | (28,399) | (172,478) |
Income tax expense (benefit) | (101) | 0 | (95) | 0 |
Net loss from discontinued operations | $ (18,439) | (56,935) | $ (28,304) | (172,478) |
Discontinued Operations | California Medicare Advantage Business | Bright HealthCare - Commercial | ||||
Revenue: | ||||
Premium revenue | (15,354) | (14,588) | ||
Service revenue | 0 | 30 | ||
Investment income | 21,120 | 42,011 | ||
Total revenue from discontinued operations | 5,766 | 27,453 | ||
Operating expenses: | ||||
Medical costs | 14,588 | 60,602 | ||
Operating costs | 34,204 | 81,682 | ||
Restructuring charges | 1,655 | 9,611 | ||
Depreciation and amortization | 0 | 0 | ||
Total operating expenses from discontinued operations | 50,447 | 151,895 | ||
Operating loss from discontinued operations | (44,681) | (124,442) | ||
Interest expense | 0 | 0 | ||
Loss from discontinued operations before income taxes | (44,681) | (124,442) | ||
Income tax expense (benefit) | 0 | 0 | ||
Net loss from discontinued operations | (44,681) | (124,442) | ||
Discontinued Operations | California Medicare Advantage Business | Bright HealthCare | ||||
Revenue: | ||||
Premium revenue | 443,532 | 896,849 | ||
Service revenue | 0 | 0 | ||
Investment income | 400 | 438 | ||
Total revenue from discontinued operations | 443,932 | 897,287 | ||
Operating expenses: | ||||
Medical costs | 400,114 | 828,839 | ||
Operating costs | 54,284 | 110,623 | ||
Restructuring charges | 5 | 5 | ||
Depreciation and amortization | 1,465 | 5,872 | ||
Total operating expenses from discontinued operations | 455,868 | 945,339 | ||
Operating loss from discontinued operations | (11,936) | (48,052) | ||
Interest expense | 0 | 0 | ||
Loss from discontinued operations before income taxes | (11,936) | (48,052) | ||
Income tax expense (benefit) | 0 | 0 | ||
Net loss from discontinued operations | (11,936) | (48,052) | ||
Discontinued Operations | California Medicare Advantage Business | Other | ||||
Revenue: | ||||
Premium revenue | 0 | 0 | ||
Service revenue | 0 | 2,383 | ||
Investment income | 0 | 0 | ||
Total revenue from discontinued operations | 0 | 2,383 | ||
Operating expenses: | ||||
Medical costs | 0 | 0 | ||
Operating costs | 317 | 2,366 | ||
Restructuring charges | 1 | 1 | ||
Depreciation and amortization | 0 | 0 | ||
Total operating expenses from discontinued operations | 318 | 2,367 | ||
Operating loss from discontinued operations | (318) | 16 | ||
Interest expense | 0 | 0 | ||
Loss from discontinued operations before income taxes | (318) | 16 | ||
Income tax expense (benefit) | 0 | 0 | ||
Net loss from discontinued operations | $ (318) | $ 16 |
DISCONTINUED OPERATIONS - Sch_2
DISCONTINUED OPERATIONS - Schedule of Cash Flows From Operating and Investing Activities for Discontinued Operations (Details) - Discontinued Operations - California Medicare Advantage Business - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash used in operating activities - discontinued operations | $ (59,514) | $ (667,237) |
Cash provided by investing activities - discontinued operations | $ 199,702 | $ 157,048 |
DISCONTINUED OPERATIONS - Sch_3
DISCONTINUED OPERATIONS - Schedule of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jan. 01, 2024 | Dec. 31, 2023 |
Current assets: | |||
Current assets of held-for-sale operations | $ 142,375 | $ 822,570 | |
Discontinued Operations | |||
Current liabilities: | |||
Current liabilities of held-for-sale operations | 343,985 | 699,758 | |
Discontinued Operations | California Medicare Advantage Business | |||
Current assets: | |||
Cash and cash equivalents | 287,981 | ||
Short-term investments | 29,381 | ||
Accounts receivable, net of allowance | 53,359 | ||
Prepaids and other current assets | 122,370 | ||
Property, equipment and capitalized software, net | 17,954 | ||
Intangible assets, net | 138,982 | ||
Goodwill | 172,543 | ||
Current assets of held-for-sale operations | 822,570 | ||
Total assets of discontinued operations | $ 647,254 | 822,570 | |
Current liabilities: | |||
Medical costs payable | 304,019 | ||
Accounts payable | 33,367 | ||
Risk adjustment payable | 291,146 | ||
Other current liabilities | 71,226 | ||
Current liabilities of held-for-sale operations | 699,758 | ||
Total liabilities of discontinued operations | $ 323,038 | 699,758 | |
Discontinued Operations | California Medicare Advantage Business | Bright HealthCare - Commercial | |||
Current assets: | |||
Cash and cash equivalents | 128,033 | 159,769 | |
Short-term investments | 7,590 | 9,163 | |
Accounts receivable, net of allowance | 1,427 | 1,430 | |
Prepaids and other current assets | 5,325 | 7,838 | |
Property, equipment and capitalized software, net | 0 | ||
Intangible assets, net | 0 | ||
Goodwill | 0 | ||
Current assets of held-for-sale operations | 142,375 | 178,200 | |
Total assets of discontinued operations | 142,375 | 178,200 | |
Current liabilities: | |||
Medical costs payable | 13,603 | 31,881 | |
Accounts payable | 8,682 | 25,648 | |
Risk adjustment payable | 286,991 | 291,146 | |
Other current liabilities | 34,709 | 28,045 | |
Current liabilities of held-for-sale operations | 343,985 | 376,720 | |
Total liabilities of discontinued operations | $ 343,985 | 376,720 | |
Discontinued Operations | California Medicare Advantage Business | Bright HealthCare | |||
Current assets: | |||
Cash and cash equivalents | 128,212 | ||
Short-term investments | 20,218 | ||
Accounts receivable, net of allowance | 51,929 | ||
Prepaids and other current assets | 114,532 | ||
Property, equipment and capitalized software, net | 17,954 | ||
Intangible assets, net | 138,982 | ||
Goodwill | 172,543 | ||
Current assets of held-for-sale operations | 644,370 | ||
Total assets of discontinued operations | 644,370 | ||
Current liabilities: | |||
Medical costs payable | 272,138 | ||
Accounts payable | 7,719 | ||
Risk adjustment payable | 0 | ||
Other current liabilities | 43,181 | ||
Current liabilities of held-for-sale operations | 323,038 | ||
Total liabilities of discontinued operations | $ 323,038 |
DISCONTINUED OPERATIONS - Sch_4
DISCONTINUED OPERATIONS - Schedule of Purchase Price Adjustments (Details) - Discontinued Operations - California Medicare Advantage Business $ in Thousands | Jan. 01, 2024 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total consideration subject to contingencies | $ 167,326 |
Indemnification period | 18 months |
Consolidation and Adjustment Escrow Amount | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total consideration subject to contingencies | $ 100,000 |
TNE Closing Deficit | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total consideration subject to contingencies | 57,326 |
Indemnity Escrow Amount | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total consideration subject to contingencies | $ 10,000 |
DISCONTINUED OPERATIONS - Sch_5
DISCONTINUED OPERATIONS - Schedule of Investment on Sale of Business (Details) - Discontinued Operations - California Medicare Advantage Business - USD ($) $ in Thousands | Jan. 01, 2024 | Dec. 31, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets | $ 647,254 | $ 822,570 |
Total liabilities | (323,038) | $ (699,758) |
Investment in California MA Business | 324,216 | |
Corporate & Eliminations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets | $ 2,900 |
DISCONTINUED OPERATIONS - Sch_6
DISCONTINUED OPERATIONS - Schedule of Gain or Loss on Sale of Business (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jan. 01, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 13, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain or loss on sale of California MA Business | $ (18,439) | $ (56,935) | $ (28,304) | $ (172,478) | ||
Discontinued Operations | California Medicare Advantage Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Sale price of California MA Business | $ 500,000 | 600,000 | 600,000 | $ 500,000 | ||
Less: Portion of sale price subject to contingencies | (167,326) | |||||
Less: Investment in California MA Business | (324,216) | |||||
Less: Transactions costs contingent on closing of sale | (8,458) | |||||
Gain or loss on sale of California MA Business | $ 0 | |||||
Gain or loss on sale of California MA Business | $ (18,439) | $ (56,935) | $ (28,304) | $ (172,478) |
DISCONTINUED OPERATIONS - Sch_7
DISCONTINUED OPERATIONS - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Employee termination benefits | $ 239 | $ 1,387 | $ 181 | $ 621 |
Long-lived asset impairments | 0 | 0 | 0 | 880 |
Contract termination and other costs | $ 0 | $ (102) | $ 0 | $ 85 |
Impairment, long-lived asset, held-for-use, statement of income or comprehensive income, extensible enumeration, not disclosed flag | Total discontinued operations restructuring charges | Total discontinued operations restructuring charges | Total discontinued operations restructuring charges | Total discontinued operations restructuring charges |
Discontinued Operations | California Medicare Advantage Business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Employee termination benefits | $ 73 | $ 213 | $ 202 | $ 3,177 |
Long-lived asset impairments | 0 | 2,489 | 0 | 7,429 |
Contract termination and other costs | 402 | (1,041) | (106) | (989) |
Total discontinued operations restructuring charges | $ 475 | $ 1,661 | $ 96 | $ 9,617 |
DISCONTINUED OPERATIONS - Sch_8
DISCONTINUED OPERATIONS - Schedule of Restructuring Reserve by Type of Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | $ 8,389 | |||
Net charges | $ 239 | $ 1,285 | 181 | $ 1,586 |
Cash payments | (5,406) | |||
Ending Balance | 3,164 | 3,164 | ||
California Medicare Advantage Business | Discontinued Operations | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 25,359 | |||
Net charges | 96 | |||
Cash payments | (19,306) | |||
Ending Balance | 6,149 | 6,149 | ||
Employee Termination Benefits | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 8,389 | |||
Cash payments | (5,406) | |||
Ending Balance | 3,164 | 3,164 | ||
Employee Termination Benefits | California Medicare Advantage Business | Discontinued Operations | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 2,867 | |||
Net charges | 202 | |||
Cash payments | (1,920) | |||
Ending Balance | 1,149 | 1,149 | ||
Contract Termination Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 0 | |||
Cash payments | 0 | |||
Ending Balance | 0 | 0 | ||
Contract Termination Costs | California Medicare Advantage Business | Discontinued Operations | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 22,492 | |||
Net charges | (106) | |||
Cash payments | (17,386) | |||
Ending Balance | $ 5,000 | $ 5,000 |
DISCONTINUED OPERATIONS - Sch_9
DISCONTINUED OPERATIONS - Schedule of Investment Securities (Details) - California Medicare Advantage Business - Discontinued Operations - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, Amortized Cost | $ 102,093 | $ 150,939 |
Cash equivalents, Gross Unrealized Gains | 0 | 0 |
Cash equivalents, Gross Unrealized Losses | (1) | 0 |
Cash equivalents, Carrying Value | 102,092 | 150,939 |
Available for sale: | ||
Amortized Cost | 22,776 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (174) | |
Carrying Value | 22,602 | |
Held to maturity: | ||
Amortized Cost | 7,590 | 6,837 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | 0 | (59) |
Carrying Value | 7,590 | 6,779 |
Total investments | ||
Amortized Cost | 109,683 | 180,552 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (1) | (233) |
Carrying Value | 109,682 | 180,320 |
U.S. government and agency obligations | ||
Available for sale: | ||
Amortized Cost | 1,557 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (100) | |
Carrying Value | 1,457 | |
Held to maturity: | ||
Amortized Cost | 7,479 | 6,503 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | 0 | (59) |
Carrying Value | 7,479 | 6,445 |
Corporate obligations | ||
Available for sale: | ||
Amortized Cost | 615 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (11) | |
Carrying Value | 604 | |
Held to maturity: | ||
Amortized Cost | 111 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Carrying Value | $ 111 | |
Certificates of deposit | ||
Available for sale: | ||
Amortized Cost | 19,653 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Carrying Value | 19,653 | |
Held to maturity: | ||
Amortized Cost | 334 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Carrying Value | 334 | |
Mortgage-backed securities | ||
Available for sale: | ||
Amortized Cost | 951 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (63) | |
Carrying Value | $ 888 |
DISCONTINUED OPERATIONS - Sc_10
DISCONTINUED OPERATIONS - Schedule of Incurred Claims and Cumulative Paid Claims (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Incurred but not reported (IBNR) | $ 93,664 | $ 155,536 | ||
Total medical costs payable | 137,044 | 157,903 | $ 179,855 | $ 116,021 |
Discontinued Operations | California Medicare Advantage Business | Bright HealthCare - Commercial | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Claims unpaid | 8,966 | 14,500 | ||
Claims adjustment expense liability | 227 | 2,382 | ||
Incurred but not reported (IBNR) | 4,410 | 14,999 | ||
Total medical costs payable | $ 13,603 | $ 31,881 |