Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40537 | |
Entity Registrant Name | BRIGHT HEALTH GROUP, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-4991296 | |
Entity Address, Address Line One | 8000 Norman Center Drive, Suite 900 | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55437 | |
City Area Code | 612 | |
Local Phone Number | 238-1321 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BHG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 636,146,133 | |
Entity Central Index Key | 0001671284 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 382,506 | $ 466,325 |
Short-term investments | 12,112 | 13,206 |
Accounts receivable, net of allowance of $6,513 and $6,098, respectively | 125,241 | 73,605 |
ACO REACH performance year receivable | 882,884 | 99,181 |
Current assets of discontinued operations (Note 16) | 2,225,739 | 2,783,474 |
Prepaids and other current assets | 142,932 | 134,843 |
Total current assets | 3,771,414 | 3,570,634 |
Other assets: | ||
Long-term investments | 3,816 | 5,401 |
Property, equipment and capitalized software, net | 40,747 | 42,596 |
Goodwill | 760,078 | 760,078 |
Intangible assets, net | 242,286 | 249,083 |
Other non-current assets | 29,664 | 37,260 |
Total other assets | 1,076,591 | 1,094,418 |
Total assets | 4,848,005 | 4,665,052 |
Current liabilities: | ||
Medical costs payable | 458,465 | 411,753 |
Accounts payable | 33,638 | 67,854 |
Unearned revenue | 139,416 | 242 |
ACO REACH performance year obligation | 719,420 | 0 |
Short-term borrowings | 303,947 | 303,947 |
Current liabilities of discontinued operations (Note 16) | 2,225,739 | 2,783,474 |
Other current liabilities | 131,256 | 121,424 |
Total current liabilities | 4,011,881 | 3,688,694 |
Other liabilities | 32,191 | 36,673 |
Total liabilities | 4,044,072 | 3,725,367 |
Commitments and contingencies (Note 11) | ||
Redeemable noncontrolling interests | 223,503 | 219,758 |
Redeemable Series A preferred stock, $0.0001 par value; 750,000 shares authorized in 2023 and 2022; 750,000 shares issued and outstanding in 2023 and 2022 | 920,417 | 920,417 |
Shareholders’ equity (deficit): | ||
Common stock, $0.0001 par value; 3,000,000,000 shares authorized in 2023 and 2022; 636,142,597 and 630,271,508 shares issued and outstanding in 2023 and 2022, respectively | 63 | 63 |
Additional paid-in capital | 3,005,592 | 2,972,271 |
Accumulated deficit | (3,331,406) | (3,156,395) |
Accumulated other comprehensive loss | (2,236) | (4,429) |
Treasury Stock, at cost, 2,522,148 shares at March 31, 2023, and December 31, 2022, respectively | (12,000) | (12,000) |
Total shareholders’ equity (deficit) | (339,987) | (200,490) |
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit) | 4,848,005 | 4,665,052 |
Redeemable Series A preferred stock | ||
Current liabilities: | ||
Redeemable Series A preferred stock, $0.0001 par value; 750,000 shares authorized in 2023 and 2022; 750,000 shares issued and outstanding in 2023 and 2022 | 747,481 | 747,481 |
Redeemable Series B preferred stock | ||
Current liabilities: | ||
Redeemable Series A preferred stock, $0.0001 par value; 750,000 shares authorized in 2023 and 2022; 750,000 shares issued and outstanding in 2023 and 2022 | $ 172,936 | $ 172,936 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance for credit loss | $ 6,513 | $ 6,098 |
ACO REACH performance year receivable | $ 882,884 | $ 99,181 |
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) | 636,142,597 | 630,271,508 |
Common stock, shares outstanding (in shares) | 636,142,597 | 630,271,508 |
Treasury stock, at cost (in shares) | 2,522,148 | 2,522,148 |
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 | |
Redeemable preferred stock, shares issued (in shares) | 175,000 | |
Redeemable preferred stock, shares outstanding (in shares) | 175,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Premium revenue | $ 502,918 | $ 458,962 |
ACO REACH revenue | $ 239,807 | $ 182,797 |
Revenue, Product and Service [Extensible Enumeration] | Service [Member] | Service [Member] |
Service revenue | $ 13,570 | $ 12,392 |
Investment income (loss) | 46 | (40,888) |
Total revenue | 756,341 | 613,263 |
Operating expenses: | ||
Medical costs | 688,515 | 594,248 |
Operating costs | 140,324 | 159,117 |
Restructuring charges | 3,357 | 6,864 |
Depreciation and amortization | 9,891 | 12,897 |
Total operating expenses | 842,087 | 773,126 |
Operating loss | (85,746) | (159,863) |
Interest expense | 7,787 | 1,193 |
Other income | 0 | (784) |
Loss from continuing operations before income taxes | (93,533) | (160,272) |
Income tax expense | 1,259 | 3,242 |
Net loss from continuing operations | (94,792) | (163,514) |
Loss from discontinued operations, net of tax (Note 16) | (74,669) | (17,115) |
Net Loss | (169,461) | (180,629) |
Net earnings from continuing operations attributable to noncontrolling interests | (5,550) | (14,605) |
Net loss attributable to Bright Health Group, Inc. common shareholders | $ (186,905) | $ (204,172) |
Continuing operations, basic (in dollars per share) | $ (0.18) | $ (0.30) |
Continuing operations, diluted (in dollars per share) | (0.18) | (0.30) |
Discontinued operations, basic (in dollars per share) | (0.12) | (0.02) |
Discontinued operations, diluted (in dollars per share) | (0.12) | (0.02) |
Basic loss per share (in dollars per share) | (0.30) | (0.32) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.30) | $ (0.32) |
Basic weighted-average common shares outstanding (in shares) | 631,534 | 628,765 |
Diluted weighted-average common shares outstanding (in shares) | 631,534 | 628,765 |
Series A preferred stock dividend accrued | ||
Operating expenses: | ||
Series A preferred stock dividend accrued | $ (9,714) | $ (8,938) |
Series B preferred stock dividend accrued | ||
Operating expenses: | ||
Series A preferred stock dividend accrued | $ (2,180) | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (169,461) | $ (180,629) |
Other comprehensive (loss) income: | ||
Unrealized investment holding gains (losses) arising during the year, net of tax of $0 and $0, respectively | 1,729 | (28,089) |
Less: reclassification adjustments for investment (losses) gains, net of tax of $0 and $0, respectively | (464) | (1,749) |
Other comprehensive (loss) income | 2,193 | (26,340) |
Comprehensive loss | (167,268) | (206,969) |
Comprehensive loss attributable to noncontrolling interests | (5,550) | (14,605) |
Comprehensive loss attributable to Bright Health Group, Inc. common shareholders | $ (172,818) | $ (221,574) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized investment holding (losses) gains arising during the year, tax | $ 0 | $ 0 |
Reclassification adjustments for investment gains, tax | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||
Redeemable Preferred Stock | ||||||
Issuance of preferred stock (in shares) | 750,000 | |||||
Issuance of preferred stock | $ 747,481 | |||||
Ending balance (in shares) at Mar. 31, 2022 | 750,000 | |||||
Ending balance at Mar. 31, 2022 | $ 747,481 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 628,623,000 | |||||
Beginning balance at Dec. 31, 2021 | 1,145,120 | $ 63 | $ 2,861,243 | $ (1,700,851) | $ (3,335) | $ (12,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss from continuing operations | (195,234) | (195,234) | ||||
Issuance of common stock (in shares) | 370,000 | |||||
Issuance of common stock | 257 | 257 | ||||
Share-based compensation | 32,921 | 32,921 | ||||
Other comprehensive loss | (26,340) | (26,340) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 628,993,000 | |||||
Ending balance at Mar. 31, 2022 | $ 956,724 | $ 63 | 2,894,421 | (1,896,085) | (29,675) | (12,000) |
Beginning balance (in shares) at Dec. 31, 2022 | 925,000 | |||||
Beginning balance at Dec. 31, 2022 | $ 920,417 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 925,000 | |||||
Ending balance at Mar. 31, 2023 | $ 920,417 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 630,271,508 | 630,272,000 | ||||
Beginning balance at Dec. 31, 2022 | $ (200,490) | $ 63 | 2,972,271 | (3,156,395) | (4,429) | (12,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss from continuing operations | (175,011) | (175,011) | ||||
Issuance of common stock (in shares) | 5,871,000 | |||||
Issuance of common stock | 1 | 1 | ||||
Share-based compensation | 33,320 | 33,320 | ||||
Other comprehensive loss | $ 2,193 | 2,193 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 636,142,597 | 636,143,000 | ||||
Ending balance at Mar. 31, 2023 | $ (339,987) | $ 63 | $ 3,005,592 | $ (3,331,406) | $ (2,236) | $ (12,000) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net Loss | $ (169,461) | $ (180,629) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 9,891 | 13,041 |
Impairment of intangible assets | 0 | 6,720 |
Share-based compensation | 33,320 | 32,921 |
Deferred income taxes | 436 | 717 |
Unrealized loss on equity securities | 0 | 40,968 |
Other, net | (2,807) | 2,378 |
Changes in assets and liabilities, net of acquired assets and liabilities: | ||
Accounts receivable | (43,409) | (29,221) |
ACO REACH performance year receivable | (783,703) | (638,641) |
Other assets | 22,448 | (22,270) |
Medical cost payable | (423,459) | 337,180 |
Risk adjustment payable | 4,153 | 354,276 |
Accounts payable and other liabilities | (119,416) | 52,182 |
Unearned revenue | 137,563 | (18,402) |
ACO REACH performance year obligation | 719,420 | 533,537 |
Net cash (used in) provided by operating activities | (615,024) | 484,757 |
Cash flows from investing activities: | ||
Purchases of investments | (2,880) | (782,091) |
Proceeds from sales, paydown, and maturities of investments | 690,161 | 154,765 |
Purchases of property and equipment | (1,863) | (5,491) |
Business divestitures, net of cash disposed of | 1,370 | 0 |
Business acquisitions, net of cash acquired | 0 | (310) |
Net cash provided by (used in) investing activities | 686,788 | (633,127) |
Cash flows from financing activities: | ||
Repayments of short-term borrowings | 0 | (155,000) |
Proceeds from issuance of preferred stock | 0 | 747,481 |
Proceeds from issuance of common stock | 1 | 257 |
Distributions to noncontrolling interest holders | (1,805) | 0 |
Net cash (used in) provided by financing activities | (1,804) | 592,738 |
Net increase in cash and cash equivalents | 69,960 | 444,368 |
Cash and cash equivalents – beginning of year | 1,932,290 | 1,061,179 |
Cash and cash equivalents – end of period | 2,002,250 | 1,505,547 |
Supplemental disclosures of cash flow information: | ||
Changes in unrealized loss on available-for-sale securities in OCI | 2,193 | (26,340) |
Cash paid for interest | $ 7,157 | $ 1,168 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION Organization: Bright Health Group, Inc. and subsidiaries (collectively, “Bright Health,” “we,” “our,” “us,” or the “Company”) was founded in 2015 to transform healthcare. Our mission of Making Healthcare Right. Together. is built upon the belief that by aligning the best local resources in healthcare delivery with the financing of care we can drive a superior consumer experience, optimize clinical outcomes, reduce systemic waste, and lower costs. We are a healthcare company building a national Integrated System of Care in close partnership with our Care Partners. Our differentiated approach is built on alignment, focused on the consumer, and powered by technology. We have two market facing businesses: our Consumer Care business and Bright HealthCare. Consumer Care provides care delivery and value-based enablement services through our owned and affiliated clinics. Bright HealthCare offers Medicare health plan products in California. Basis of Presentation: The condensed consolidated financial statements include the accounts of Bright Health Group, Inc. and all subsidiaries and controlled companies. All intercompany balances and transactions are eliminated upon consolidation. The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. We have omitted certain footnote disclosures that would substantially duplicate the disclosures in our audited consolidated financial statements, unless the information contained in those disclosures materially changed or is required by GAAP. As such, the condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022 included in our Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). The accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for fair presentation of the interim financial statements. 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, risk adjustment revenue and associated payables and receivables, premium deficiency reserve, ACO REACH performance year receivable and obligation, and valuation and impairment of goodwill and other intangible assets. Actual results could differ from these estimate s. Going Concern: The condensed consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a history of operating losses, and we generated a net loss of $169.5 million for the three months ended March 31, 2023. Additionally, the Company experienced negative operating cash flows primarily related to our discontinued Bright HealthCare – Commercial segment for the three months ended March 31, 2023, requiring additional cash to be infused to satisfy statutory capital requirements. The Company’s discontinued operations will continue to experience negative cash outflows through the third quarter of 2023, as it pays out the 2022 IFP risk adjustment obligations. In addition, the Company’s $350.0 million revolving credit agreement with a syndicate of banks (the “Credit Agreement”), matures on February 28, 2024. On March 1, 2023, the Company disclosed that during the First Quarter of 2023, the Company breached the minimum liquidity covenant of the Credit Agreement. On April 28, 2023, the Company entered into an amended and restated limited waiver and consent (the “Waiver”) under the Credit Agreement, which amended and restated the limited waiver and consent entered into by the Company under the Credit Agreement on February 28, 2023 (the "Original Waiver"). The Waiver amends the Original Waiver by, among other things, extending the temporary waiver of compliance with the minimum liquidity covenant set forth in Section 11.12.2 of the Credit Agreement, which originally spanned from January 25, 2023 to April 30, 2023, to January 25, 2023 to June 30, 2023 (the “Extended Waiver Period”). From April 29, 2023 until the end of the Extended Waiver Period, the Company will be subject to a minimum liquidity covenant of not less than $50.0 million. The Waiver also (i) amends the Original Waiver and the Credit Agreement by changing the definition of "Minimum Liquidity" to mean unrestricted cash of the Company and the other loan parties and (ii) waives permanently any default or event of default arising from the failure to deliver the 2022 audit report without a qualification as to "going concern." In addition, during the Extended Waiver Period, the Company will not have access to certain negative covenant baskets and will be subject to additional cash-flow, cash balance, and other reporting requirements. Based on our projected cash flows and absent any other action, the Company may not meet certain covenants under the Credit Agreement or the Waiver which may result in the obligations under the Credit Agreement being accelerated. The Company will require additional liquidity to meet its obligations as they come due in the 12 months following the date the condensed consolidated financial statements contained in this Quarterly Report are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management has implemented a restructuring plan to reduce capital needs and our operating expenses in the future to drive positive operating cash flow and increase liquidity. The Company’s Bright HealthCare business has exited the Commercial marketplace at the end of the 2022 plan year. In addition to our market exits, management is in the process of executing upon additional restructuring activities, which include reducing our workforce, exiting excess office space, and terminating or restructuring contracts. The Company also closed on a $175.0 million capital raise in October 2022 to capitalize our continuing operations as further described in Note 9, Preferred Stock. On April 28, 2023, the Company disclosed that it is exploring strategic alternatives for its California Medicare Advantage business, which consists of Brand New Day and Central Health Plan, with a focus on a potential sale. In the event the Company is unable to execute on its strategic plans with a focus on potential sale of the California Medicare Advantage business, obtain additional financing or take other management actions, among other potential consequences, we forecast we will be unable to satisfy our obligations. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Operating Costs: Our operating costs, by functional classification for the three months ended March 31, 2023 and 2022, are as follows (in thousand s) : Three Months Ended March 31, 2023 2022 Compensation and fringe benefits $ 85,208 $ 96,216 Professional fees 12,687 14,739 Marketing and selling expenses 20,344 18,382 General and administrative expenses 10,974 15,942 Other operating expenses 11,111 13,838 Total operating costs $ 140,324 $ 159,117 Recently Issued and Adopted Accounting Pronouncements: There are no accounting pronouncements that were recently issued and not yet adopted or adopted since our audited consolidated financial statements were issued that had, or are expected to have, a material impact on our consolidated financial position, results of operations, or cash flows. Correction of prior period financial statements: Subsequent to the issuance of the condensed consolidated financial statements for the quarter ended March 31, 2022, we identified an error in the accounting for gross versus net revenue recognition conclusion from certain value-based care arrangements. As a result, Premium revenue and Medical costs have been reduced by $58.3 million for the quarter ended March 31, 2022. There is no impact on Operating loss or Net loss. There was no impact to the condensed consolidated balance sheets, condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of changes in redeemable preferred stock and shareholders’ equity (deficit) and condensed consolidated statements of cash flows. The Company determined that the correction of these errors was not material to the condensed consolidated financial statements. |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES In October 2022, we announced our decision to further focus our business on our Fully Aligned Care Model, and that we will no longer offer commercial plans through Bright HealthCare, or Medicare Advantage products outside of California in 2023. As 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 March 31 were as follows (in thousands) : Three Months Ended March 31, 2023 Bright HealthCare Consumer Care Corporate & Eliminations Total Employee termination benefits $ 6 $ (41) $ (725) $ (760) Long-lived asset impairments — — 880 880 Contract termination and other costs 55 — 3,182 3,237 Total continuing operations $ 61 $ (41) $ 3,337 $ 3,357 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 three months ended March 31, 2023. Three Months Ended March 31, 2022 Bright HealthCare Consumer Care Corporate & Eliminations Total Employee termination benefits $ — $ — $ 6,097 $ 6,097 Long-lived asset impairments — — — — Contract termination and other costs — — 767 767 Total continuing operations $ — $ — $ 6,864 $ 6,864 Restructuring accrual activity recorded by major type for the three months ended March 31, 2023 were as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2023 $ 24,077 $ 515 $ 24,592 Charges (1,716) — (1,716) Cash payments (9,739) (100) (9,839) Balance at March 31, 2023 $ 12,622 $ 415 $ 13,037 Employee termination benefits are recorded within Other current liabilities while contract termination costs are recorded within Accounts payable. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS Fixed Maturity Securities Available-for-sale securities are reported at fair value as of March 31, 2023 and December 31, 2022. Held-to-maturity securities are reported at amortized cost as of March 31, 2023 and December 31, 2022. The following is a summary of our investment securities as of March 31, 2023 and December 31, 2022 (in thousand s) : March 31, 2023 Amortized Gross Gross Carrying Cash equivalents $ 382,510 $ 5 $ (9) $ 382,506 Available for sale: U.S. government and agency obligations 7,256 1 (210) 7,047 Corporate obligations 2,906 4 (69) 2,841 State and municipal obligations 458 — (12) 446 Certificates of deposit 3,304 — — 3,304 Mortgage-backed securities 37 — (1) 36 Asset-backed securities 72 — — 72 Total available-for-sale securities 14,033 5 (292) 13,746 Held to maturity: U.S. government and agency obligations 233 — — 233 Certificates of deposit 1,949 — — 1,949 Total held-to-maturity securities 2,182 — — 2,182 Total investments $ 398,725 $ 10 $ (301) $ 398,434 December 31, 2022 Amortized Gross Gross Carrying Cash equivalents $ 340,795 $ 8 $ — $ 340,803 Available for sale: U.S. government and agency obligations 8,742 — (301) 8,441 Corporate obligations 3,401 1 (95) 3,307 State and municipal obligations 712 — (17) 695 Certificates of deposit 3,318 — — 3,318 Mortgage-backed securities 156 — — 156 Asset-backed securities 60 — — 60 Other 1 — — 1 Total available-for-sale securities 16,390 1 (413) 15,978 Held to maturity: — U.S. government and agency obligations 685 — — 685 Certificates of deposit 1,947 — — 1,947 Total held-to-maturity securities 2,632 — — 2,632 Total investments $ 359,817 $ 9 $ (413) $ 359,413 The fair value of available-for-sale investments, including those that are cash equivalents, with gross unrealized losses by major security type and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2023 and December 31, 2022 were as follows (in thousand s) : March 31, 2023 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Unrealized Cash equivalents $ 70,213 $ (9) $ — $ — $ 70,213 $ (9) U.S. government and agency obligations 693 (9) 6,694 (201) 7,387 (210) Corporate obligations 178 (3) 2,397 (66) 2,575 (69) State and municipal obligations 3 — 369 (12) 372 (12) Asset-backed securities 30 (1) — — 30 (1) Total bonds $ 71,117 $ (22) $ 9,460 $ (279) $ 80,577 $ (301) December 31, 2022 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Unrealized U.S. government and agency obligations $ 1,316 $ (31) $ 6,808 $ (270) $ 8,124 (301) Corporate obligations 740 (9) 2,061 (86) 2,801 (95) State and municipal obligations 340 (2) 344 (15) 684 (17) Mortgage-backed securities 2 — — — 2 — Other — — 1 — 1 — Total bonds $ 2,398 $ (42) $ 9,214 $ (371) $ 11,612 $ (413) As of March 31, 2023, we had 800 investment positions out of 1,340 that were in an unrealized loss position. As of December 31, 2022, we had 721 investment positions out of 2,432 that were in an unrealized loss position. 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. Refer to Note 16 Discontinued Operations for discussion of the impairment of securities recognized within discontinued operations. As of March 31, 2023, the maturity of available-for-sale securities, by contractual maturity, reflected at amortized cost and fair value were as follows (in thousand s) : Amortized Fair Due in one year or less 10,343 10,187 Due after one year through five years 3,611 3,479 Due after five years through 10 years 79 80 Due after 10 years — — Total debt securities 14,033 13,746 There was $46.3 thousand of investment income in the Condensed Consolidated Statements of Income (Loss) related to our fixed maturity securities for the three months ended March 31, 2023. For the three months ended March 31, 2022, investment income in the Condensed Consolidated Statements of Income (Loss) was $0.1 million related to our fixed maturity securities. The gross proceeds from the sale of available-for-sale securities for the three months ended March 31, 2023 and 2022 were $2.4 million and $5.1 million, respectively. There were no realized (losses) gains from our fixed maturity securities for the three months ended March 31, 2023 and 2022. Equity Securities |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Basis of fair value measurement: 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). 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. For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument see Note 5 to the audited consolidated financial statements included in our 2022 Form 10-K. The following tables set forth our fair value measurements as of March 31, 2023 and December 31, 2022, for assets measured at fair value on a recurring basis (in thousand s): March 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 363,663 $ 15,749 $ — $ 379,412 Fixed maturity securities, available for sale: U.S. government and agency obligations 5,152 1,895 — 7,047 Corporate obligations — 2,841 — 2,841 State and municipal obligations — 446 — 446 Certificates of deposit — 3,304 — 3,304 Mortgage-backed securities — 36 — 36 Asset-backed securities — 72 — 72 Other — — — Total fixed maturity securities, available for sale: 5,152 8,594 — 13,746 Total assets at fair value $ 368,815 $ 24,343 $ — $ 393,158 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 316,752 $ 15,601 $ — $ 332,353 Fixed maturity securities, available for sale: U.S. government and agency obligations 6,354 2,087 — 8,441 Corporate obligations — 3,307 — 3,307 State and municipal obligations — 695 — 695 Certificates of deposit — 3,318 — 3,318 Mortgage-backed securities — 156 — 156 Asset-backed securities — 60 — 60 Other — 1 — 1 Total fixed maturity securities, available for sale: 6,354 9,624 — 15,978 Total assets at fair value $ 323,106 $ 25,225 $ — $ 348,331 The following tables set forth the Company’s fair value measurements as of March 31, 2023 and December 31, 2022, for certain financial instruments not measured at fair value on a recurring basis (in thousand s) : March 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents, held to maturity $ 3,094 $ — $ — $ 3,094 Fixed maturity securities, held to maturity: U.S. government and agency obligations 233 — — 233 Certificates of deposit 1,619 330 — 1,949 Total held to maturity $ 4,946 $ 330 $ — $ 5,276 December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents, held to maturity $ 8,450 $ — $ — $ 8,450 Fixed maturity securities, held to maturity: U.S. government and agency obligations 685 — — 685 Certificates of deposit — 1,947 — 1,947 Total held to maturity $ 9,135 $ 1,947 $ — $ 11,082 There have been no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy. The carrying amounts reported on the Condensed Consolidated Balance Sheets for other current financial assets and liabilities approximate fair value due to their short-term nature. These assets and liabilities are not included in the tables above. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Changes in the carrying value of goodwill by reportable segment were as follows (in thousands) : March 31, 2023 December 31, 2022 Gross Carrying Cumulative Gross Carrying Cumulative Bright HealthCare $ 428,710 $ 70,017 $ 428,710 $ 70,017 Consumer Care 401,385 — 401,385 — Total $ 830,095 $ 70,017 $ 830,095 $ 70,017 The gross carrying value and accumulated amortization for definite-lived intangible assets were as follows (in thousand s) : March 31, 2023 December 31, 2022 Gross Carrying Accumulated Amortization Gross Carrying Accumulated Amortization Customer relationships $ 204,221 $ 46,642 $ 204,221 $ 41,604 Trade names 95,261 14,399 95,261 12,812 Other 5,400 1,555 5,400 1,383 Total $ 304,882 $ 62,596 $ 304,882 $ 55,799 There was no impairment expense for the three months ended March 31, 2023 and 2022. We are continuously evaluating factors that affect the fair values of our reporting units including our market capitalization, macroeconomic trends and other events and uncertainties. Negative trends in these factors could result in a non-cash charge for impairment to goodwill or intangible assets in a future period. Amortization expense relating to intangible assets for the three months ended March 31, 2023 and 2022 was $6.8 million and $10.4 million, respectively. Estimated amortization expense relating to intangible assets for the remainder of 2023 and for each of the next five full years ending December 31 is as follows (in thousand s) : 2023 (April-December) $ 20,368 2024 $ 27,025 2025 $ 27,025 2026 $ 27,025 2027 $ 27,025 2028 $ 25,382 |
MEDICAL COSTS PAYABLE
MEDICAL COSTS PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Insurance [Abstract] | |
MEDICAL COSTS PAYABLE | MEDICAL COSTS PAYABLE The following table shows the components of the change in medical costs payable for the three months ended March 31 (in thousand s) : March 31, 2023 2022 Medical costs payable - January 1 $ 411,753 $ 263,187 Incurred related to: Current year 656,599 672,697 Prior year 30,354 (76) Total incurred 686,953 672,621 Paid related to: Current year 338,907 367,504 Prior year 301,334 161,143 Total paid 640,241 528,647 Medical costs payable - March 31 $ 458,465 $ 407,161 Medical costs payable attributable to prior years increased by $30.4 million and decreased by $0.1 million for the three months ended March 31, 2023 and 2022, respectively. Medical costs payable estimates are adjusted as additional information becomes known regarding claims; 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 March 31 (in thousand s) : March 31, 2023 2022 Claims unpaid $ 52,502 $ 63,329 Provider incentive payable 61,748 40,691 Claims adjustment expense liability 5,823 4,918 Incurred but not reported (IBNR) 338,392 298,223 Total medical costs payable $ 458,465 $ 407,161 Medical costs payable are primarily related to the current year. The Company has recorded claims adjustment expense as a component of operating costs in the Condensed Consolidated Statements of Income (Loss). |
SHORT-TERM BORROWINGS
SHORT-TERM BORROWINGS | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
SHORT-TERM BORROWINGS | SHORT-TERM BORROWINGS We have a $350.0 million revolving credit agreement with a syndicate of banks (the “Credit Agreement”), which matures on February 28, 2024. As of March 31, 2023 and December 31, 2022 we had $303.9 million borrowed under the Credit Agreement at a weighted-average effective annual interest rate of 9.51%, which remains outstanding as of March 31, 2023. Refer to Note 11, Commitments and Contingencies for more information on the undrawn letters of credit of $46.1 million under the Credit Agreement, which reduce the amount available to borrow. Subsequently, in April 2023, $15.3 million of the outstanding, undrawn letters of credit under the Credit Agreement were released. On March 1, 2023, the Company disclosed that during the First Quarter of 2023, the Company breached the minimum liquidity covenant of the Credit Agreement. On April 28, 2023, the Company entered into an amended and restated limited waiver and consent (the “Waiver”) under the Credit Agreement, which amended and restated the limited waiver and consent entered into by the Company under the Credit Agreement on February 28, 2023 (the "Original Waiver"). The Waiver amends the Original Waiver by, among other things, extending the temporary waiver of compliance with the minimum liquidity covenant set forth in Section 11.12.2 of the Credit Agreement, which originally spanned from January 25, 2023 to April 30, 2023, to January 25, 2023 to June 30, 2023 (the “Extended Waiver Period”). From April 29, 2023 until the end of the Extended Waiver Period, the Company will be subject to a minimum liquidity covenant of not less than $50 million. The Waiver also (i) amends the Original Waiver and the Credit Agreement by changing the definition of "Minimum Liquidity" to mean unrestricted cash of the Company and the other loan parties and (ii) waives permanently any default or event of default arising from the failure to deliver the 2022 audit report without a qualification as to "going concern." In addition, during the Extended Waiver Period, the Company will not have access to certain negative covenant baskets and will be subject to additional cash-flow, cash balance, and other reporting requirements. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION 2016 Incentive Plan The Company adopted its 2016 Stock Incentive Plan (the “2016 Incentive Plan”) in March 2016. The 2016 Incentive Plan allowed for the Company to grant stock options, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”) to certain employees, consultants and non-employee directors. The 2016 Incentive Plan was initially adopted on March 25, 2016, and most recently amended in December 2020. Following the effectiveness of our 2021 Omnibus Plan (the “2021 Incentive Plan”), no further awards will be granted under the 2016 Incentive Plan. However, all outstanding awards granted under the 2016 Incentive Plan will continue to be governed by the existing terms of the 2016 Incentive Plan and the applicable award agreements. 2021 Incentive Plan The 2021 Incentive Plan (the “2021 Incentive Plan”) was adopted by our Board of Directors on May 21, 2021 and approved by our stockholders on May 25, 2021 and June 5, 2021. The 2021 Incentive Plan allows the Company to grant stock options, RSAs, RSUs, stock appreciation rights, other equity based awards, and cash based incentive awards to certain employees, consultants and non-employee directors. There are 104.9 million shares of common stock authorized for issuance under the 2021 Incentive Plan. As of March 31, 2023, a total of 0.5 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 $33.3 million and $32.9 million for the three months ended March 31, 2023 and 2022, respectively, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). Stock Options The Board of Directors, or the Compensation and Human Capital Committee of the Board of Directors, as applicable, determines the exercise price, vesting periods and expiration date at the time of the grant. Stock options granted prior to the third quarter of 2021 generally vest 25% at one year from the grant date, then ratably over the next 36 months with continuous employee service. Stock options granted after the beginning of the third quarter of 2021 generally vest ratably over three years. Option grants generally expire 10 years from the date of grant. There were no options granted during the three months ended March 31, 2023. The activity for stock options for the three months ended March 31, 2023 is as follows (in thousand s, except exercise price and contractual life) : Shares Weighted-Average Weighted-Average Aggregate Outstanding at January 1, 2023 64,291 $ 1.82 6.7 $ 82 Granted — — Exercised (3) 0.63 Forfeited 958 0.58 Expired (3,574) 1.78 Outstanding at March 31, 2023 61,672 $ 1.80 5.9 $ 1 We recognized share-based compensation expense related to stock options of $15.4 million for the three months ended March 31, 2023, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). At March 31, 2023, there was $28.8 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted-average period of 1.9 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 following table summarizes RSU award activity for the three months ended March 31, 2023 (in thousand s, except weighted average grant date fair value ) : Number of RSUs Weighted Average Grant Date Fair Value Unvested RSUs at December 31, 2022 37,567 $ 2.37 Granted 53,867 0.51 Vested (5,868) 1.83 Forfeited (5,612) 1.87 Unvested RSUs at March 31, 2023 79,954 $ 1.19 We recognized share-based compensation expense related to RSUs of $5.4 million for the three months ended March 31, 2023, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). As of March 31, 2023, there was $57.8 million of unrecognized compensation expense related to the RSU grants, which is expected to be recognized over a weighted-average period of 2.0 years. Performance-based Restricted Stock Units (“PSUs”) In connection with our IPO, our Board of Directors approved the grant of PSUs to members of our executive leadership team. The grant encompassed a total of 14.7 million 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 three months ended March 31, 2023 (in thousand s, except weighted average grant date fair value) : Number of PSUs Weighted Average Grant Date Fair Value Unvested PSUs at December 31, 2022 10,500 $ 9.30 Granted — — Forfeited — — Unvested PSUs at March 31, 2023 10,500 $ 9.30 |
REDEEMABLE CONVERTIBLE PREFERRE
REDEEMABLE CONVERTIBLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | REDEEMABLE CONVERTIBLE PREFERRED STOCK Series A Convertible Preferred Stock On January 3, 2022, we issued 750,000 shares of Series A Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $750.0 million, or $1,000 per share. The Series A Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Preferred Stock has an initial liquidation preference of $1,000 per share, which shall increase by accumulated quarterly dividends that are not paid in cash (“compounded dividends”). Holders of the Series A Preferred Stock are entitled to a dividend at the rate of 5.0% per annum, accruing daily and payable quarterly in arrears and subject to certain adjustments, as set forth in the Certificate of Designations. Dividends will be payable in cash, by increasing the amount of liquidation preference (compounded dividends) with respect to a share of Series A Preferred Stock, or any combination thereof, at the sole discretion of the Company. The Series A Preferred Stock had accrued compounded dividends of $47.6 million and $37.9 million as of March 31, 2023 and December 31, 2022, respectively. The Series A Preferred Stock will be convertible at the option of the holders into (I) the number of shares of common stock equal to the quotient of (a) the sum of (x) the liquidation preference (reflecting increases for compounded dividends) plus (y) the accrued dividends with respect to each share of Series A Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $4.55 per share and approximately $4.07 per share subsequent to the issuance of the Series B Preferred Stock) 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 $7.96 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 $4.0 million and $1.8 million as of March 31, 2023 and December 31, 2022, respectively. The Series B Preferred Stock will be convertible at the option of the holders into (I) the number of shares of common stock equal to the quotient of (a) the sum of (x) the liquidation preference (reflecting increases for compounded dividends) plus (y) the accrued dividends with respect to each share of Series B Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $1.42 per share) 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 | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the three months ended March 31 (in thousand s, except for per share amounts) : Three Months Ended 2023 2022 Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends $ (112,236) $ (187,057) Loss from discontinued operations (74,669) (17,115) Net loss attributable to Bright Health Group, Inc. common shareholders $ (186,905) $ (204,172) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 631,534 628,765 Basic and diluted loss per share attributable to Bright Health Group, Inc. common shareholders Continuing operations $ (0.18) $ (0.30) Discontinued operations $ (0.12) $ (0.02) Net loss per share attributable to common stockholders, basic and diluted $ (0.30) $ (0.32) 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 three months ended March 31 (in thousand s) : Three Months Ended 2023 2022 Redeemable convertible preferred stock (as converted to common stock) 322,458 166,852 Stock options to purchase common stock 61,672 72,974 Restricted stock units 79,954 36,792 Total 464,084 276,618 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal proceedings: In the normal course of business, we could be involved in various legal proceedings such as, but not limited to, the following: lawsuits alleging negligence in care or general liability, violation of regulatory bodies’ rules and regulations, or violation of federal and/or state laws. On January 6, 2022, a putative securities class action lawsuit was filed against us and certain of our officers and directors in the Eastern District of New York. The case is captioned Marquez v. Bright Health Group, Inc. et al., 1:22-cv-00101 (E.D.N.Y.). The lawsuit alleges, among other things, that we made materially false and misleading statements regarding our business, operations, and compliance policies, which in turn adversely affected our stock price. An amended complaint was filed on June 24, 2022, which expands on the allegations in the original complaint and alleges a putative class period of June 24, 2021 through March 1, 2022. The amended complaint also adds as defendants the underwriters of our initial public offering. The Company has served a motion to dismiss the amended complaint, which has not yet been ruled on by the court. We are vigorously defending the Company in the above actions, but there can be no assurance that we will be successful in any defense. Based on our assessment of the facts underlying the claims and the degree to which we intend to defend the Company in these matters, other than as set forth above, the amount or range of reasonably possible losses, if any, cannot be estimated. As a result, other than as set forth above, we have not accrued for any potential loss as of March 31, 2023 and December 31, 2022 for these actions. Other commitments: As of March 31, 2023, we had $46.1 million outstanding, undrawn letters of credit under the Credit Agreement. Subsequently, in April 2023, $15.3 million of the outstanding, undrawn letters of credit under the Credit Agreement were released. 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. As of March 31, 2023, we were out of compliance with the minimum level for one of our regulated insurance legal entities of our continuing operations. The amount of ordinary dividends that may be paid out of the regulated legal entities’ unassigned surplus during any given period is subject to certain restrictions as specified by state statutes, which generally require prior-year net income or sufficient statutory capital and surplus. The regulated legal entities did not pay any dividends during the three months ended March 31, 2023 and 2022. |
SEGMENTS AND GEOGRAPHIC INFORMA
SEGMENTS AND GEOGRAPHIC INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS AND GEOGRAPHIC INFORMATION | SEGMENTS AND GEOGRAPHIC INFORMATION Factors used to determine our reportable segments include the nature of operating activities, economic characteristics, existence of separate senior management teams and the type of information used by the Company’s chief operating decision maker (“CODM”) to evaluate its results of operations. We have identified three operating segments based on our primary product and service offerings: Bright HealthCare and Consumer Care, within our continuing operations and Bright HealthCare – Commercial within our discontinued operations. Our two reportable segments are Bright HealthCare and Consumer Care. 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: Bright HealthCare: Our delegated senior managed care business that partners with a tight group of aligned providers in California. Our healthcare financing and distribution business focused on serving aging and underserved populations with unmet clinical needs through a Fully-Aligned Care Model. As of March 31, 2023, Bright HealthCare provides MA products in California which serve over 123,000 lives and generally focus on higher risk, special needs, or other traditionally underserved populations. Consumer Care: Our value-driven care delivery business that manages risk in partnership with external payors, Consumer Care, aims to significantly reduce the friction and current lack of coordination between payors by delivering on our Fully- Aligned Care Model with multiple payors. Our Consumer Care business delivers virtual and in-person clinical care through its 72 owned primary care clinics within an integrated care delivery system. Through these risk-bearing clinics and our affiliated network of care providers, Consumer Care maintains over 410,000 unique patient relationships as of March 31, 2023, approximately 373,000 of which are served through value-based arrangements, across multiple payors. Consumer Care customers include external payors, third party administrators, affiliated providers and direct-to-government programs. The Company’s accounting policies for reportable segment operations are consistent with those described in Note 2, Summary of Significant Accounting Policies, in our 2022 Form 10-K. We utilize operating income (loss) before income taxes as the profitability metric for our reportable segments. The following tables present the reportable segment financial information for the three months ended March 31, 2023 and 2022 (in thousand s) : Three Months Ended March 31, 2023 Bright HealthCare Consumer Care Corporate & Eliminations Consolidated Premium revenue $ 453,370 $ 49,548 $ — $ 502,918 ACO REACH revenue — 239,807 — 239,807 Service revenue — 13,570 — 13,570 Investment income 46 — — 46 Total segment revenue 453,416 302,925 — 756,341 Operating income (loss) (31,433) 4,433 (58,746) (85,746) Depreciation and amortization $ 4,408 $ 3,132 $ 2,351 $ 9,891 Restructuring charges 60 (41) 3,338 3,357 Three Months Ended March 31, 2022 Bright HealthCare Consumer Care Corporate & Eliminations Consolidated Premium revenue $ 430,313 $ 28,649 $ — $ 458,962 ACO REACH revenue — 182,797 — 182,797 Service revenue — 12,392 — 12,392 Investment income 80 (40,968) — (40,888) Affiliated revenue — 368,053 (368,053) — Total segment revenue 430,393 550,923 (368,053) 613,263 Operating income (loss) (31,383) (70,054) (58,426) (159,863) Depreciation and amortization $ 4,459 $ 7,002 $ 1,436 $ 12,897 Restructuring charges $ — $ — $ 6,864 $ 6,864 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 | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESIncome tax was an expense of $1.3 million and $3.2 million for the three months ended March 31, 2023 and 2022, 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 months ended March 31, 2023, and March 31, 2022, the expense largely relates to amortization of originating goodwill from asset acquisitions and estimated state income taxes attributable to income earned in separate filing states without state net operating loss carryforwards.We assess whether sufficient future taxable income will be generated to permit the use of deferred tax assets. This assessment includes consideration of the cumulative losses incurred over the three-year period ended March 31, 2023. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future earnings. On the basis of this evaluation, we have recorded a valuation allowance for deferred tax assets to the extent that they cannot be supported by reversals of existing cumulative temporary differences. Any federal tax benefit generated from losses in 2023 is expected to require an offsetting adjustment to the valuation allowance for deferred tax assets, and thus have no net effect on the income tax provision. |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTEREST | REDEEMABLE NONCONTROLLING INTEREST Redeemable noncontrolling interests in our subsidiaries whose redemption is outside of our control are classified as temporary equity. The following table provides details of our redeemable noncontrolling interest activity for the three months e nded March 31, 2023 and 2022 (in thousand s) : 2023 2022 Balance at January 1 $ 219,758 $ 128,407 (Losses) earnings attributable to noncontrolling interest 1,421 (2,681) Tax distributions to noncontrolling interest holders (1,805) — Measurement adjustment 4,129 17,285 Balance at March 31 $ 223,503 $ 143,011 |
ACO REACH
ACO REACH | 3 Months Ended |
Mar. 31, 2023 | |
Direct Contracting [Abstract] | |
ACO REACH | ACO REACH We participate in the Centers for Medicare & Medicaid Services’ (“CMS”) ACO REACH Model with three REACH ACOs participating through the global risk arrangement and assuming full risk for the total cost of care of aligned beneficiaries. As part of our participation in the ACO REACH Model, we are guaranteeing the performance of our care network of participating and preferred providers. The intention of the ACO REACH Model is to enhance the quality of care for Medicare FFS beneficiaries while reducing the administrative burden, supporting a focus on complex, chronically ill patients, and encouraging physician organizations that have not typically participated in Medicare FFS programs to serve Medicare FFS beneficiaries. Key components of the financial agreement for the ACO REACH Model include: • Performance Year Benchmark: The target amount for Medicare expenditures on covered services (Medicare Part A and B) furnished to a REACH ACO’s aligned beneficiaries during a performance year. The Performance Year Benchmark will be compared to the REACH ACO’s performance year expenditures. This comparison will be used to calculate shared savings and shared losses. The Performance Year Benchmark is established at the beginning of the performance year utilizing prospective trend estimates and is subject to retrospective trend adjustments, if warranted, before the Financial Reconciliation. • Risk-Sharing Arrangements: Used in determining the percent of savings and losses that REACH ACOs are eligible to receive as shared savings or may be required to repay as shared losses. • Financial Reconciliation: The process by which CMS determines shared savings or shared losses by comparing the calculated total benchmark expenditures for a given REACH ACO’s aligned population to the actual expenditures of that REACH ACO’s aligned beneficiaries over the course of a performance year that includes various risk-mitigation options such as stop-loss reinsurance and risk corridors. • Risk-Mitigation Options: Two of our REACH ACOs elected to participate in a “stop-loss arrangement” for the current and prior performance year offered by CMS, while one REACH ACO has elected third-party coverage. The “stop-loss arrangement” and third-party coverage are designed to reduce the financial uncertainty associated with high-cost expenditures of individual beneficiaries. Additionally, CMS has created a mandatory risk corridor program that allocates the REACH ACO’s shared savings and losses in bands of percentage thresholds, after a deviation of greater than 25.0% of the Performance Year Benchmark. Performance Guarantees Through our participation in the ACO REACH Model, we determined that our arrangements with the providers of our REACH ACO beneficiaries require us to guarantee their performance to CMS. At the beginning of the performance year, we recognized the ACO REACH estimated performance year obligation and receivable for the duration of the performance year. This receivable and obligation are measured at an amount equivalent to the estimated Performance Year Benchmark per CMS that is representative of the expected Medicare expenditures for beneficiaries aligned to our REACH ACOs. As we fulfill our obligation, we amortize the guarantee on a straight-line basis for the amount that represents the completed portion of the performance obligation. The receivable is reduced as we receive payments from CMS for in-network claims or receive CMS reporting detailing out-of-network claims paid by CMS on behalf of our aligned beneficiaries. At the end of each reporting period, we estimate both in-network claims and out-of-network claims incurred by beneficiaries aligned to our REACH ACOs but not yet reported and record a reserve for the estimated amount which is included in medical costs payable on the Condensed Consolidated Balance Sheets. For each performance year, the final consideration due to the REACH ACOs by CMS (shared savings) or the consideration due to CMS by the REACH ACOs (shared loss) is reconciled in the year following the performance year. On a quarterly 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 this revised 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 March 31, 2023 and for the three-month period then ended ( in thousands ): March 31, 2023 December 31, 2022 ACO REACH performance year receivable (1)(2) $ 882,884 $ 99,181 ACO REACH performance year obligation 719,420 — (1) We estimate there to be $154.8 million in-network and out-of-network claims incurred by beneficiaries aligned to our REACH ACOs but not reported as of March 31, 2023; this is included in medical costs payable on the Condensed Consolidated Balance Sheets. (2) The performance year receivable includes $14.9 million related to the prior performance year. Three Months Ended March 31, 2023 2022 Amortization of ACO REACH performance year receivable (1) $ 175,523 $ 75,127 Amortization of ACO REACH performance year obligation 239,807 182,797 ACO REACH revenue 239,807 182,797 (1) The amortization of the ACO REACH performance year receivable includes $84.3 million related to the amortization of the prior year receivable. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONSIn 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. The discontinued operations presentation has been retrospectively applied to all prior periods presented. While we are no longer offering plans in the Commercial marketplace as of December 31, 2022, we will continue to have involvement in the states where we formerly operated in as we support run out activities of medical claims incurred in the 2022 plan year and perform other activities necessary to wind down our operations in each state, including making final payments of 2022 risk adjustment payable liabilities during the third quarter of 2023. We expect these activities to be substantially complete by the end of 2023. The financial results of discontinued operations by major line item for the periods ended March 31 were as follows (in thousands) : Three Months Ended March 31, 2023 2022 Revenue: Premium revenue $ 713 $ 1,186,482 Service revenue 30 36 Investment income 20,892 788 Total revenue from discontinued operations 21,635 1,187,306 Operating expenses: Medical costs 43,811 951,342 Operating costs 47,593 252,937 Restructuring charges 4,900 — Depreciation and amortization — 144 Total operating expenses from discontinued operations 96,304 1,204,423 Loss from discontinued operations before income taxes (74,669) (17,117) Income tax benefit — (2) Net loss from discontinued operations $ (74,669) $ (17,115) The following table presents cash flows from operating and investing activities for discontinued operations for the three months ended March 31, 2023 (in thousands) : Cash used in operating activities - discontinued operations $ (599,163) Cash provided by investing activities - discontinued operations 684,848 Assets and liabilities of discontinued operations were as follows (in thousands) : March 31, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 1,619,744 $ 1,465,965 Short-term investments 443,162 1,121,435 Accounts receivable, net of allowance of $230 and $906, respectively 1,398 11,082 Prepaids and other current assets 161,435 184,992 Current assets of discontinued operations 2,225,739 2,783,474 Total assets of discontinued operations $ 2,225,739 $ 2,783,474 Liabilities Current liabilities: Medical costs payable $ 215,614 $ 685,785 Accounts payable 42,024 122,425 Risk adjustment payable 1,948,043 1,943,890 Other current liabilities 20,058 31,374 Current liabilities of discontinued operations 2,225,739 2,783,474 Total liabilities of discontinued operations $ 2,225,739 $ 2,783,474 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. There were no restructuring charges for the three months ended March 31, 2022 . Restructuring charges within our discontinued operations for the three months ended March 31, 2023 were as follows (in thousands) : Employee termination benefits 2,959 Long-lived asset impairments 100 Contract termination and other costs 1,841 Total discontinued operations restructuring charges $ 4,900 Restructuring accrual activity recorded by major type for the three months ended March 31, 2023 was as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2023 $ 16,053 $ 28,538 $ 44,591 Charges 2,624 — 2,624 Cash payments (8,231) (51) (8,282) Balance at March 31, 2023 $ 10,446 $ 28,487 $ 38,933 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 March 31, 2023 and December 31, 2022. Held-to-maturity securities are reported at amortized cost as of March 31, 2023 and December 31, 2022. The following is a summary of our investment securities (in thousands) : March 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 928,290 $ 30 $ (60) $ 928,260 Available for sale: U.S. government and agency obligations 277,194 142 (1,535) 275,801 Corporate obligations 124,158 942 (643) 124,457 State and municipal obligations 7,614 1 (57) 7,558 Certificates of deposit 1,837 — — 1,837 Mortgage-backed securities 9,153 6 (213) 8,946 Asset backed securities 18,325 89 (46) 18,368 Other 388 — (9) 379 Total available-for-sale securities 438,669 1,180 (2,503) 437,346 Held to maturity: U.S. government and agency obligations 4,823 — (110) 4,713 Total held-to-maturity securities 4,823 — (110) 4,713 Total investments $ 1,371,782 $ 1,210 $ (2,673) $ 1,370,319 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 622,267 $ 24 $ — $ 622,291 Available for sale: U.S. government and agency obligations 365,040 1 (2,956) 362,085 Corporate obligations 520,097 523 (623) 519,997 State and municipal obligations 9,653 — (80) 9,573 Certificates of deposit 8,760 — (2) 8,758 Mortgage-backed securities 154,864 46 (157) 154,753 Asset backed securities 59,557 — — 59,557 Other 387 — (14) 373 Total available-for-sale securities 1,118,358 570 (3,832) 1,115,096 Held to maturity: U.S. government and agency obligations 5,974 — (159) 5,815 Total held-to-maturity securities 5,974 — (159) 5,815 Total investments $ 1,746,599 $ 594 $ (3,991) $ 1,743,202 We believe that we will collect the principal and interest due on our debt securities that have an amortized cost in excess of fair value. The unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit quality associated with these securities. At each reporting period, we evaluate securities for impairment when the fair value of the investment is less than its amortized cost. We evaluated the underlying credit quality and credit ratings of the issuers, noting no significant deterioration since purchase. Fair Value Measurements: As of March 31, 2023, investments and cash equivalents within our discontinued operations were comprised of $1.2 billion and $206.2 million with fair value measurements of Level 1 and Level 2, respectively. As of December 31, 2022, the investments and cash equivalents within our discontinued operations were comprised of $940.5 million and $802.7 million with fair value measurements of Level 1 and Level 2, respectively. See Note 4, Fair Value Measurements for additional discussion of methods and assumptions used to determine the fair value hierarchy classification of each class of financial instrument. Medical Costs Payable: The table below details the components making up the medical costs payable within current liabilities of discontinued operations (in thousands) : March 31, 2023 December 31, 2022 Claims unpaid $ 61,398 $ 60,477 Provider incentive payable 1,717 3,446 Claims adjustment expense liability 14,293 45,932 Incurred but not reported (IBNR) 138,206 575,930 Total medical costs payable of discontinued operations $ 215,614 $ 685,785 Risk Adjustment: We record adjustments for changes to the risk adjustment balances for individual policies in premium revenue. The risk adjustment program adjusts premiums based on the demographic factors and health status of each consumer as derived from current-year medical diagnoses as reported throughout the year. Under the risk adjustment program, a risk score is assigned to each covered consumer to determine an average risk score at the individual and small-group level by legal entity in a particular market in a state. Additionally, an average risk score is determined for the entire subject population for each market in each state. Settlements are determined on a net basis by legal entity and state and are made in the middle of the year following the end of the contract year. Each health insurance issuer’s average risk score is compared to the state’s average risk score. Risk adjustment is subject to audit by HHS, which could result in future payments applicable to benefit years. Risk adjustment payable for our discontinued operations was estimated to be $1.9 billion at March 31, 2023 and December 31, 2022. Accounts Payable: As of March 31, 2023, the Accounts payable balance for discontinued operations included $1.2 million of premium taxes payable, $0.2 million of broker commissions payable as well as the $28.5 million of contract termination costs related to restructuring. As of December 31, 2022, the Accounts payable balance for discontinued operations included $47.1 million of premium taxes payable, $21.1 million of broker commissions payable as well as the $28.5 million of contract termination costs related to restructuring. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On April 28, 2023, the Company disclosed that it is exploring strategic alternatives for its California Medicare Advantage business, which consists of Brand New Day and Central Health Plan, with a focus on a potential sale. Additionally, on April 28, 2023, we entered into an amended and restated limited waiver and consent (the “Waiver”) under the Credit Agreement. The Waiver amends and restates the limited waiver and consent entered into by the Company under the Credit Agreement on February 28, 2023 and disclosed by the Company in a current report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2023 (the "Original Waiver"). The Waiver amends the Original Waiver by, among other things, extending the temporary waiver of compliance with the minimum liquidity covenant set forth in Section 11.12.2 of the Credit Agreement, which originally spanned from January 25, 2023 to April 30, 2023, to January 25, 2023 to June 30, 2023 (the “Extended Waiver Period”). From April 29, 2023 until the end of the Extended Waiver Period, the Company will be subject to a minimum liquidity covenant of not less than $50.0 million. The Waiver also (i) amends the Original Waiver and the Credit Agreement by changing the definition of "Minimum Liquidity" to mean unrestricted cash of the Company and the other loan parties and (ii) waives permanently any default or event of default arising from the failure to deliver the 2022 audit report without a qualification as to "going concern." In addition, during the Extended Waiver Period, the Company will not have access to certain negative covenant baskets and will be subject to additional cash-flow, cash balance, and other reporting requirements. The foregoing description of the Waiver does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Waiver, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein. Any future non-compliance with the covenants under the Credit Agreement or uncertainty of being able to obtain any additional waivers or amendments of the terms of the Credit Agreement may result in the obligations under the Credit Agreement being accelerated. On May 4, 2023, we granted 19.1 million RSU grants that will vest ratably over a three-year period. Such grant was approved on February 24, 2023 by our Compensation and Human Capital Committee as part of the Company’s annual equity grants, subject to shareholder approval of an amendment to the Company's 2021 Omnibus Incentive Plan, which was obtained on May 4, 2023. During our annual meeting on May 4, 2023, our stockholders voted to approve an amendment to our Ninth Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-15 and not greater than 1-for-80 (the “Reverse Stock Split”), with the exact ratio and effective time of the Reverse Stock Split to be determined by our Board of Directors at any time within one year of the date of the Annual Meeting. On May 5, 2023, our Board approved a ratio of 1-for-80 and an effective date of May 19, 2023, with a delegation to the Vice Chairman of the Board to change the date in the event he determines it is in the best interests of the Company. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation: The condensed consolidated financial statements include the accounts of Bright Health Group, Inc. and all subsidiaries and controlled companies. All intercompany balances and transactions are eliminated upon consolidation. The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. We have omitted certain footnote disclosures that would substantially duplicate the disclosures in our audited consolidated financial statements, unless the information contained in those disclosures materially changed or is required by GAAP. As such, the condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022 included in our Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). The accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for fair presentation of the interim financial statements. |
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, risk adjustment revenue and associated payables and receivables, premium deficiency reserve, ACO REACH performance year receivable and obligation, and valuation and impairment of goodwill and other intangible assets. Actual results could differ from these estimate |
Going Concern | Going Concern: The condensed consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a history of operating losses, and we generated a net loss of $169.5 million for the three months ended March 31, 2023. Additionally, the Company experienced negative operating cash flows primarily related to our discontinued Bright HealthCare – Commercial segment for the three months ended March 31, 2023, requiring additional cash to be infused to satisfy statutory capital requirements. The Company’s discontinued operations will continue to experience negative cash outflows through the third quarter of 2023, as it pays out the 2022 IFP risk adjustment obligations. In addition, the Company’s $350.0 million revolving credit agreement with a syndicate of banks (the “Credit Agreement”), matures on February 28, 2024. On March 1, 2023, the Company disclosed that during the First Quarter of 2023, the Company breached the minimum liquidity covenant of the Credit Agreement. On April 28, 2023, the Company entered into an amended and restated limited waiver and consent (the “Waiver”) under the Credit Agreement, which amended and restated the limited waiver and consent entered into by the Company under the Credit Agreement on February 28, 2023 (the "Original Waiver"). The Waiver amends the Original Waiver by, among other things, extending the temporary waiver of compliance with the minimum liquidity covenant set forth in Section 11.12.2 of the Credit Agreement, which originally spanned from January 25, 2023 to April 30, 2023, to January 25, 2023 to June 30, 2023 (the “Extended Waiver Period”). From April 29, 2023 until the end of the Extended Waiver Period, the Company will be subject to a minimum liquidity covenant of not less than $50.0 million. The Waiver also (i) amends the Original Waiver and the Credit Agreement by changing the definition of "Minimum Liquidity" to mean unrestricted cash of the Company and the other loan parties and (ii) waives permanently any default or event of default arising from the failure to deliver the 2022 audit report without a qualification as to "going concern." In addition, during the Extended Waiver Period, the Company will not have access to certain negative covenant baskets and will be subject to additional cash-flow, cash balance, and other reporting requirements. Based on our projected cash flows and absent any other action, the Company may not meet certain covenants under the Credit Agreement or the Waiver which may result in the obligations under the Credit Agreement being accelerated. The Company will require additional liquidity to meet its obligations as they come due in the 12 months following the date the condensed consolidated financial statements contained in this Quarterly Report are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management has implemented a restructuring plan to reduce capital needs and our operating expenses in the future to drive positive operating cash flow and increase liquidity. The Company’s Bright HealthCare business has exited the Commercial marketplace at the end of the 2022 plan year. In addition to our market exits, management is in the process of executing upon additional restructuring activities, which include reducing our workforce, exiting excess office space, and terminating or restructuring contracts. The Company also closed on a $175.0 million capital raise in October 2022 to capitalize our continuing operations as further described in Note 9, Preferred Stock. On April 28, 2023, the Company disclosed that it is exploring strategic alternatives for its California Medicare Advantage business, which consists of Brand New Day and Central Health Plan, with a focus on a potential sale. In the event the Company is unable to execute on its strategic plans with a focus on potential sale of the California Medicare Advantage business, obtain additional financing or take other management actions, among other potential consequences, we forecast we will be unable to satisfy our obligations. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements: There are no accounting pronouncements that were recently issued and not yet adopted or adopted since our audited consolidated financial statements were issued that had, or are expected to have, a material impact on our consolidated financial position, results of operations, or cash flows. |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Operating Costs by Functional Classification | Operating Costs: Our operating costs, by functional classification for the three months ended March 31, 2023 and 2022, are as follows (in thousand s) : Three Months Ended March 31, 2023 2022 Compensation and fringe benefits $ 85,208 $ 96,216 Professional fees 12,687 14,739 Marketing and selling expenses 20,344 18,382 General and administrative expenses 10,974 15,942 Other operating expenses 11,111 13,838 Total operating costs $ 140,324 $ 159,117 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | Restructuring charges by reportable segment and corporate for the periods ended March 31 were as follows (in thousands) : Three Months Ended March 31, 2023 Bright HealthCare Consumer Care Corporate & Eliminations Total Employee termination benefits $ 6 $ (41) $ (725) $ (760) Long-lived asset impairments — — 880 880 Contract termination and other costs 55 — 3,182 3,237 Total continuing operations $ 61 $ (41) $ 3,337 $ 3,357 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 three months ended March 31, 2023. Three Months Ended March 31, 2022 Bright HealthCare Consumer Care Corporate & Eliminations Total Employee termination benefits $ — $ — $ 6,097 $ 6,097 Long-lived asset impairments — — — — Contract termination and other costs — — 767 767 Total continuing operations $ — $ — $ 6,864 $ 6,864 March 31, 2023 were as follows (in thousands) : Employee termination benefits 2,959 Long-lived asset impairments 100 Contract termination and other costs 1,841 Total discontinued operations restructuring charges $ 4,900 |
Schedule of Restructuring Reserve by Type of Cost | Restructuring accrual activity recorded by major type for the three months ended March 31, 2023 were as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2023 $ 24,077 $ 515 $ 24,592 Charges (1,716) — (1,716) Cash payments (9,739) (100) (9,839) Balance at March 31, 2023 $ 12,622 $ 415 $ 13,037 Restructuring accrual activity recorded by major type for the three months ended March 31, 2023 was as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2023 $ 16,053 $ 28,538 $ 44,591 Charges 2,624 — 2,624 Cash payments (8,231) (51) (8,282) Balance at March 31, 2023 $ 10,446 $ 28,487 $ 38,933 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Debt Securities, Available-for-sale | The following is a summary of our investment securities as of March 31, 2023 and December 31, 2022 (in thousand s) : March 31, 2023 Amortized Gross Gross Carrying Cash equivalents $ 382,510 $ 5 $ (9) $ 382,506 Available for sale: U.S. government and agency obligations 7,256 1 (210) 7,047 Corporate obligations 2,906 4 (69) 2,841 State and municipal obligations 458 — (12) 446 Certificates of deposit 3,304 — — 3,304 Mortgage-backed securities 37 — (1) 36 Asset-backed securities 72 — — 72 Total available-for-sale securities 14,033 5 (292) 13,746 Held to maturity: U.S. government and agency obligations 233 — — 233 Certificates of deposit 1,949 — — 1,949 Total held-to-maturity securities 2,182 — — 2,182 Total investments $ 398,725 $ 10 $ (301) $ 398,434 December 31, 2022 Amortized Gross Gross Carrying Cash equivalents $ 340,795 $ 8 $ — $ 340,803 Available for sale: U.S. government and agency obligations 8,742 — (301) 8,441 Corporate obligations 3,401 1 (95) 3,307 State and municipal obligations 712 — (17) 695 Certificates of deposit 3,318 — — 3,318 Mortgage-backed securities 156 — — 156 Asset-backed securities 60 — — 60 Other 1 — — 1 Total available-for-sale securities 16,390 1 (413) 15,978 Held to maturity: — U.S. government and agency obligations 685 — — 685 Certificates of deposit 1,947 — — 1,947 Total held-to-maturity securities 2,632 — — 2,632 Total investments $ 359,817 $ 9 $ (413) $ 359,413 (in thousands) : March 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 928,290 $ 30 $ (60) $ 928,260 Available for sale: U.S. government and agency obligations 277,194 142 (1,535) 275,801 Corporate obligations 124,158 942 (643) 124,457 State and municipal obligations 7,614 1 (57) 7,558 Certificates of deposit 1,837 — — 1,837 Mortgage-backed securities 9,153 6 (213) 8,946 Asset backed securities 18,325 89 (46) 18,368 Other 388 — (9) 379 Total available-for-sale securities 438,669 1,180 (2,503) 437,346 Held to maturity: U.S. government and agency obligations 4,823 — (110) 4,713 Total held-to-maturity securities 4,823 — (110) 4,713 Total investments $ 1,371,782 $ 1,210 $ (2,673) $ 1,370,319 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 622,267 $ 24 $ — $ 622,291 Available for sale: U.S. government and agency obligations 365,040 1 (2,956) 362,085 Corporate obligations 520,097 523 (623) 519,997 State and municipal obligations 9,653 — (80) 9,573 Certificates of deposit 8,760 — (2) 8,758 Mortgage-backed securities 154,864 46 (157) 154,753 Asset backed securities 59,557 — — 59,557 Other 387 — (14) 373 Total available-for-sale securities 1,118,358 570 (3,832) 1,115,096 Held to maturity: U.S. government and agency obligations 5,974 — (159) 5,815 Total held-to-maturity securities 5,974 — (159) 5,815 Total investments $ 1,746,599 $ 594 $ (3,991) $ 1,743,202 |
Schedule of Debt Securities, Held-to-maturity | The following is a summary of our investment securities as of March 31, 2023 and December 31, 2022 (in thousand s) : March 31, 2023 Amortized Gross Gross Carrying Cash equivalents $ 382,510 $ 5 $ (9) $ 382,506 Available for sale: U.S. government and agency obligations 7,256 1 (210) 7,047 Corporate obligations 2,906 4 (69) 2,841 State and municipal obligations 458 — (12) 446 Certificates of deposit 3,304 — — 3,304 Mortgage-backed securities 37 — (1) 36 Asset-backed securities 72 — — 72 Total available-for-sale securities 14,033 5 (292) 13,746 Held to maturity: U.S. government and agency obligations 233 — — 233 Certificates of deposit 1,949 — — 1,949 Total held-to-maturity securities 2,182 — — 2,182 Total investments $ 398,725 $ 10 $ (301) $ 398,434 December 31, 2022 Amortized Gross Gross Carrying Cash equivalents $ 340,795 $ 8 $ — $ 340,803 Available for sale: U.S. government and agency obligations 8,742 — (301) 8,441 Corporate obligations 3,401 1 (95) 3,307 State and municipal obligations 712 — (17) 695 Certificates of deposit 3,318 — — 3,318 Mortgage-backed securities 156 — — 156 Asset-backed securities 60 — — 60 Other 1 — — 1 Total available-for-sale securities 16,390 1 (413) 15,978 Held to maturity: — U.S. government and agency obligations 685 — — 685 Certificates of deposit 1,947 — — 1,947 Total held-to-maturity securities 2,632 — — 2,632 Total investments $ 359,817 $ 9 $ (413) $ 359,413 (in thousands) : March 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 928,290 $ 30 $ (60) $ 928,260 Available for sale: U.S. government and agency obligations 277,194 142 (1,535) 275,801 Corporate obligations 124,158 942 (643) 124,457 State and municipal obligations 7,614 1 (57) 7,558 Certificates of deposit 1,837 — — 1,837 Mortgage-backed securities 9,153 6 (213) 8,946 Asset backed securities 18,325 89 (46) 18,368 Other 388 — (9) 379 Total available-for-sale securities 438,669 1,180 (2,503) 437,346 Held to maturity: U.S. government and agency obligations 4,823 — (110) 4,713 Total held-to-maturity securities 4,823 — (110) 4,713 Total investments $ 1,371,782 $ 1,210 $ (2,673) $ 1,370,319 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 622,267 $ 24 $ — $ 622,291 Available for sale: U.S. government and agency obligations 365,040 1 (2,956) 362,085 Corporate obligations 520,097 523 (623) 519,997 State and municipal obligations 9,653 — (80) 9,573 Certificates of deposit 8,760 — (2) 8,758 Mortgage-backed securities 154,864 46 (157) 154,753 Asset backed securities 59,557 — — 59,557 Other 387 — (14) 373 Total available-for-sale securities 1,118,358 570 (3,832) 1,115,096 Held to maturity: U.S. government and agency obligations 5,974 — (159) 5,815 Total held-to-maturity securities 5,974 — (159) 5,815 Total investments $ 1,746,599 $ 594 $ (3,991) $ 1,743,202 |
Schedule of Available-for-sale Investment With Gross Unrealized Losses | The fair value of available-for-sale investments, including those that are cash equivalents, with gross unrealized losses by major security type and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2023 and December 31, 2022 were as follows (in thousand s) : March 31, 2023 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Unrealized Cash equivalents $ 70,213 $ (9) $ — $ — $ 70,213 $ (9) U.S. government and agency obligations 693 (9) 6,694 (201) 7,387 (210) Corporate obligations 178 (3) 2,397 (66) 2,575 (69) State and municipal obligations 3 — 369 (12) 372 (12) Asset-backed securities 30 (1) — — 30 (1) Total bonds $ 71,117 $ (22) $ 9,460 $ (279) $ 80,577 $ (301) December 31, 2022 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Unrealized U.S. government and agency obligations $ 1,316 $ (31) $ 6,808 $ (270) $ 8,124 (301) Corporate obligations 740 (9) 2,061 (86) 2,801 (95) State and municipal obligations 340 (2) 344 (15) 684 (17) Mortgage-backed securities 2 — — — 2 — Other — — 1 — 1 — Total bonds $ 2,398 $ (42) $ 9,214 $ (371) $ 11,612 $ (413) |
Schedule of Available-for-sale Securities by Contractual Maturity | As of March 31, 2023, the maturity of available-for-sale securities, by contractual maturity, reflected at amortized cost and fair value were as follows (in thousand s) : Amortized Fair Due in one year or less 10,343 10,187 Due after one year through five years 3,611 3,479 Due after five years through 10 years 79 80 Due after 10 years — — Total debt securities 14,033 13,746 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables set forth our fair value measurements as of March 31, 2023 and December 31, 2022, for assets measured at fair value on a recurring basis (in thousand s): March 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 363,663 $ 15,749 $ — $ 379,412 Fixed maturity securities, available for sale: U.S. government and agency obligations 5,152 1,895 — 7,047 Corporate obligations — 2,841 — 2,841 State and municipal obligations — 446 — 446 Certificates of deposit — 3,304 — 3,304 Mortgage-backed securities — 36 — 36 Asset-backed securities — 72 — 72 Other — — — Total fixed maturity securities, available for sale: 5,152 8,594 — 13,746 Total assets at fair value $ 368,815 $ 24,343 $ — $ 393,158 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 316,752 $ 15,601 $ — $ 332,353 Fixed maturity securities, available for sale: U.S. government and agency obligations 6,354 2,087 — 8,441 Corporate obligations — 3,307 — 3,307 State and municipal obligations — 695 — 695 Certificates of deposit — 3,318 — 3,318 Mortgage-backed securities — 156 — 156 Asset-backed securities — 60 — 60 Other — 1 — 1 Total fixed maturity securities, available for sale: 6,354 9,624 — 15,978 Total assets at fair value $ 323,106 $ 25,225 $ — $ 348,331 |
Schedule of Fair Value Disclosure of Asset and Liability Not Measured at Fair Value | The following tables set forth the Company’s fair value measurements as of March 31, 2023 and December 31, 2022, for certain financial instruments not measured at fair value on a recurring basis (in thousand s) : March 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents, held to maturity $ 3,094 $ — $ — $ 3,094 Fixed maturity securities, held to maturity: U.S. government and agency obligations 233 — — 233 Certificates of deposit 1,619 330 — 1,949 Total held to maturity $ 4,946 $ 330 $ — $ 5,276 December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents, held to maturity $ 8,450 $ — $ — $ 8,450 Fixed maturity securities, held to maturity: U.S. government and agency obligations 685 — — 685 Certificates of deposit — 1,947 — 1,947 Total held to maturity $ 9,135 $ 1,947 $ — $ 11,082 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying value of goodwill by reportable segment were as follows (in thousands) : March 31, 2023 December 31, 2022 Gross Carrying Cumulative Gross Carrying Cumulative Bright HealthCare $ 428,710 $ 70,017 $ 428,710 $ 70,017 Consumer Care 401,385 — 401,385 — Total $ 830,095 $ 70,017 $ 830,095 $ 70,017 |
Schedule of Finite-Lived Intangible Assets | The gross carrying value and accumulated amortization for definite-lived intangible assets were as follows (in thousand s) : March 31, 2023 December 31, 2022 Gross Carrying Accumulated Amortization Gross Carrying Accumulated Amortization Customer relationships $ 204,221 $ 46,642 $ 204,221 $ 41,604 Trade names 95,261 14,399 95,261 12,812 Other 5,400 1,555 5,400 1,383 Total $ 304,882 $ 62,596 $ 304,882 $ 55,799 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense relating to intangible assets for the remainder of 2023 and for each of the next five full years ending December 31 is as follows (in thousand s) : 2023 (April-December) $ 20,368 2024 $ 27,025 2025 $ 27,025 2026 $ 27,025 2027 $ 27,025 2028 $ 25,382 |
MEDICAL COSTS PAYABLE (Tables)
MEDICAL COSTS PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Insurance [Abstract] | |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | The following table shows the components of the change in medical costs payable for the three months ended March 31 (in thousand s) : March 31, 2023 2022 Medical costs payable - January 1 $ 411,753 $ 263,187 Incurred related to: Current year 656,599 672,697 Prior year 30,354 (76) Total incurred 686,953 672,621 Paid related to: Current year 338,907 367,504 Prior year 301,334 161,143 Total paid 640,241 528,647 Medical costs payable - March 31 $ 458,465 $ 407,161 The table below details the components making up the medical costs payable as of March 31 (in thousand s) : March 31, 2023 2022 Claims unpaid $ 52,502 $ 63,329 Provider incentive payable 61,748 40,691 Claims adjustment expense liability 5,823 4,918 Incurred but not reported (IBNR) 338,392 298,223 Total medical costs payable $ 458,465 $ 407,161 table below details the components making up the medical costs payable within current liabilities of discontinued operations (in thousands) : March 31, 2023 December 31, 2022 Claims unpaid $ 61,398 $ 60,477 Provider incentive payable 1,717 3,446 Claims adjustment expense liability 14,293 45,932 Incurred but not reported (IBNR) 138,206 575,930 Total medical costs payable of discontinued operations $ 215,614 $ 685,785 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Option, Activity | The activity for stock options for the three months ended March 31, 2023 is as follows (in thousand s, except exercise price and contractual life) : Shares Weighted-Average Weighted-Average Aggregate Outstanding at January 1, 2023 64,291 $ 1.82 6.7 $ 82 Granted — — Exercised (3) 0.63 Forfeited 958 0.58 Expired (3,574) 1.78 Outstanding at March 31, 2023 61,672 $ 1.80 5.9 $ 1 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table summarizes RSU award activity for the three months ended March 31, 2023 (in thousand s, except weighted average grant date fair value ) : Number of RSUs Weighted Average Grant Date Fair Value Unvested RSUs at December 31, 2022 37,567 $ 2.37 Granted 53,867 0.51 Vested (5,868) 1.83 Forfeited (5,612) 1.87 Unvested RSUs at March 31, 2023 79,954 $ 1.19 |
Share-based Payment Arrangement, Performance Shares, Activity | The following table summarizes PSU award activity for the three months ended March 31, 2023 (in thousand s, except weighted average grant date fair value) : Number of PSUs Weighted Average Grant Date Fair Value Unvested PSUs at December 31, 2022 10,500 $ 9.30 Granted — — Forfeited — — Unvested PSUs at March 31, 2023 10,500 $ 9.30 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the three months ended March 31 (in thousand s, except for per share amounts) : Three Months Ended 2023 2022 Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends $ (112,236) $ (187,057) Loss from discontinued operations (74,669) (17,115) Net loss attributable to Bright Health Group, Inc. common shareholders $ (186,905) $ (204,172) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 631,534 628,765 Basic and diluted loss per share attributable to Bright Health Group, Inc. common shareholders Continuing operations $ (0.18) $ (0.30) Discontinued operations $ (0.12) $ (0.02) Net loss per share attributable to common stockholders, basic and diluted $ (0.30) $ (0.32) |
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 three months ended March 31 (in thousand s) : Three Months Ended 2023 2022 Redeemable convertible preferred stock (as converted to common stock) 322,458 166,852 Stock options to purchase common stock 61,672 72,974 Restricted stock units 79,954 36,792 Total 464,084 276,618 |
SEGMENTS AND GEOGRAPHIC INFOR_2
SEGMENTS AND GEOGRAPHIC INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Financial Information | The following tables present the reportable segment financial information for the three months ended March 31, 2023 and 2022 (in thousand s) : Three Months Ended March 31, 2023 Bright HealthCare Consumer Care Corporate & Eliminations Consolidated Premium revenue $ 453,370 $ 49,548 $ — $ 502,918 ACO REACH revenue — 239,807 — 239,807 Service revenue — 13,570 — 13,570 Investment income 46 — — 46 Total segment revenue 453,416 302,925 — 756,341 Operating income (loss) (31,433) 4,433 (58,746) (85,746) Depreciation and amortization $ 4,408 $ 3,132 $ 2,351 $ 9,891 Restructuring charges 60 (41) 3,338 3,357 Three Months Ended March 31, 2022 Bright HealthCare Consumer Care Corporate & Eliminations Consolidated Premium revenue $ 430,313 $ 28,649 $ — $ 458,962 ACO REACH revenue — 182,797 — 182,797 Service revenue — 12,392 — 12,392 Investment income 80 (40,968) — (40,888) Affiliated revenue — 368,053 (368,053) — Total segment revenue 430,393 550,923 (368,053) 613,263 Operating income (loss) (31,383) (70,054) (58,426) (159,863) Depreciation and amortization $ 4,459 $ 7,002 $ 1,436 $ 12,897 Restructuring charges $ — $ — $ 6,864 $ 6,864 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table provides details of our redeemable noncontrolling interest activity for the three months e nded March 31, 2023 and 2022 (in thousand s) : 2023 2022 Balance at January 1 $ 219,758 $ 128,407 (Losses) earnings attributable to noncontrolling interest 1,421 (2,681) Tax distributions to noncontrolling interest holders (1,805) — Measurement adjustment 4,129 17,285 Balance at March 31 $ 223,503 $ 143,011 |
ACO REACH (Tables)
ACO REACH (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Direct Contracting [Abstract] | |
Schedule Of Performance Guarantees | The tables below include the financial statement impacts of the performance guarantee at March 31, 2023 and for the three-month period then ended ( in thousands ): March 31, 2023 December 31, 2022 ACO REACH performance year receivable (1)(2) $ 882,884 $ 99,181 ACO REACH performance year obligation 719,420 — (1) We estimate there to be $154.8 million in-network and out-of-network claims incurred by beneficiaries aligned to our REACH ACOs but not reported as of March 31, 2023; this is included in medical costs payable on the Condensed Consolidated Balance Sheets. (2) The performance year receivable includes $14.9 million related to the prior performance year. Three Months Ended March 31, 2023 2022 Amortization of ACO REACH performance year receivable (1) $ 175,523 $ 75,127 Amortization of ACO REACH performance year obligation 239,807 182,797 ACO REACH revenue 239,807 182,797 (1) The amortization of the ACO REACH performance year receivable includes $84.3 million related to the amortization of the prior year receivable. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations | The financial results of discontinued operations by major line item for the periods ended March 31 were as follows (in thousands) : Three Months Ended March 31, 2023 2022 Revenue: Premium revenue $ 713 $ 1,186,482 Service revenue 30 36 Investment income 20,892 788 Total revenue from discontinued operations 21,635 1,187,306 Operating expenses: Medical costs 43,811 951,342 Operating costs 47,593 252,937 Restructuring charges 4,900 — Depreciation and amortization — 144 Total operating expenses from discontinued operations 96,304 1,204,423 Loss from discontinued operations before income taxes (74,669) (17,117) Income tax benefit — (2) Net loss from discontinued operations $ (74,669) $ (17,115) The following table presents cash flows from operating and investing activities for discontinued operations for the three months ended March 31, 2023 (in thousands) : Cash used in operating activities - discontinued operations $ (599,163) Cash provided by investing activities - discontinued operations 684,848 Assets and liabilities of discontinued operations were as follows (in thousands) : March 31, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 1,619,744 $ 1,465,965 Short-term investments 443,162 1,121,435 Accounts receivable, net of allowance of $230 and $906, respectively 1,398 11,082 Prepaids and other current assets 161,435 184,992 Current assets of discontinued operations 2,225,739 2,783,474 Total assets of discontinued operations $ 2,225,739 $ 2,783,474 Liabilities Current liabilities: Medical costs payable $ 215,614 $ 685,785 Accounts payable 42,024 122,425 Risk adjustment payable 1,948,043 1,943,890 Other current liabilities 20,058 31,374 Current liabilities of discontinued operations 2,225,739 2,783,474 Total liabilities of discontinued operations $ 2,225,739 $ 2,783,474 |
Schedule of Restructuring and Related Costs | Restructuring charges by reportable segment and corporate for the periods ended March 31 were as follows (in thousands) : Three Months Ended March 31, 2023 Bright HealthCare Consumer Care Corporate & Eliminations Total Employee termination benefits $ 6 $ (41) $ (725) $ (760) Long-lived asset impairments — — 880 880 Contract termination and other costs 55 — 3,182 3,237 Total continuing operations $ 61 $ (41) $ 3,337 $ 3,357 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 three months ended March 31, 2023. Three Months Ended March 31, 2022 Bright HealthCare Consumer Care Corporate & Eliminations Total Employee termination benefits $ — $ — $ 6,097 $ 6,097 Long-lived asset impairments — — — — Contract termination and other costs — — 767 767 Total continuing operations $ — $ — $ 6,864 $ 6,864 March 31, 2023 were as follows (in thousands) : Employee termination benefits 2,959 Long-lived asset impairments 100 Contract termination and other costs 1,841 Total discontinued operations restructuring charges $ 4,900 |
Schedule of Restructuring Reserve by Type of Cost | Restructuring accrual activity recorded by major type for the three months ended March 31, 2023 were as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2023 $ 24,077 $ 515 $ 24,592 Charges (1,716) — (1,716) Cash payments (9,739) (100) (9,839) Balance at March 31, 2023 $ 12,622 $ 415 $ 13,037 Restructuring accrual activity recorded by major type for the three months ended March 31, 2023 was as follows (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2023 $ 16,053 $ 28,538 $ 44,591 Charges 2,624 — 2,624 Cash payments (8,231) (51) (8,282) Balance at March 31, 2023 $ 10,446 $ 28,487 $ 38,933 |
Schedule of Debt Securities, Available-for-sale | The following is a summary of our investment securities as of March 31, 2023 and December 31, 2022 (in thousand s) : March 31, 2023 Amortized Gross Gross Carrying Cash equivalents $ 382,510 $ 5 $ (9) $ 382,506 Available for sale: U.S. government and agency obligations 7,256 1 (210) 7,047 Corporate obligations 2,906 4 (69) 2,841 State and municipal obligations 458 — (12) 446 Certificates of deposit 3,304 — — 3,304 Mortgage-backed securities 37 — (1) 36 Asset-backed securities 72 — — 72 Total available-for-sale securities 14,033 5 (292) 13,746 Held to maturity: U.S. government and agency obligations 233 — — 233 Certificates of deposit 1,949 — — 1,949 Total held-to-maturity securities 2,182 — — 2,182 Total investments $ 398,725 $ 10 $ (301) $ 398,434 December 31, 2022 Amortized Gross Gross Carrying Cash equivalents $ 340,795 $ 8 $ — $ 340,803 Available for sale: U.S. government and agency obligations 8,742 — (301) 8,441 Corporate obligations 3,401 1 (95) 3,307 State and municipal obligations 712 — (17) 695 Certificates of deposit 3,318 — — 3,318 Mortgage-backed securities 156 — — 156 Asset-backed securities 60 — — 60 Other 1 — — 1 Total available-for-sale securities 16,390 1 (413) 15,978 Held to maturity: — U.S. government and agency obligations 685 — — 685 Certificates of deposit 1,947 — — 1,947 Total held-to-maturity securities 2,632 — — 2,632 Total investments $ 359,817 $ 9 $ (413) $ 359,413 (in thousands) : March 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 928,290 $ 30 $ (60) $ 928,260 Available for sale: U.S. government and agency obligations 277,194 142 (1,535) 275,801 Corporate obligations 124,158 942 (643) 124,457 State and municipal obligations 7,614 1 (57) 7,558 Certificates of deposit 1,837 — — 1,837 Mortgage-backed securities 9,153 6 (213) 8,946 Asset backed securities 18,325 89 (46) 18,368 Other 388 — (9) 379 Total available-for-sale securities 438,669 1,180 (2,503) 437,346 Held to maturity: U.S. government and agency obligations 4,823 — (110) 4,713 Total held-to-maturity securities 4,823 — (110) 4,713 Total investments $ 1,371,782 $ 1,210 $ (2,673) $ 1,370,319 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 622,267 $ 24 $ — $ 622,291 Available for sale: U.S. government and agency obligations 365,040 1 (2,956) 362,085 Corporate obligations 520,097 523 (623) 519,997 State and municipal obligations 9,653 — (80) 9,573 Certificates of deposit 8,760 — (2) 8,758 Mortgage-backed securities 154,864 46 (157) 154,753 Asset backed securities 59,557 — — 59,557 Other 387 — (14) 373 Total available-for-sale securities 1,118,358 570 (3,832) 1,115,096 Held to maturity: U.S. government and agency obligations 5,974 — (159) 5,815 Total held-to-maturity securities 5,974 — (159) 5,815 Total investments $ 1,746,599 $ 594 $ (3,991) $ 1,743,202 |
Schedule of Debt Securities, Held-to-maturity | The following is a summary of our investment securities as of March 31, 2023 and December 31, 2022 (in thousand s) : March 31, 2023 Amortized Gross Gross Carrying Cash equivalents $ 382,510 $ 5 $ (9) $ 382,506 Available for sale: U.S. government and agency obligations 7,256 1 (210) 7,047 Corporate obligations 2,906 4 (69) 2,841 State and municipal obligations 458 — (12) 446 Certificates of deposit 3,304 — — 3,304 Mortgage-backed securities 37 — (1) 36 Asset-backed securities 72 — — 72 Total available-for-sale securities 14,033 5 (292) 13,746 Held to maturity: U.S. government and agency obligations 233 — — 233 Certificates of deposit 1,949 — — 1,949 Total held-to-maturity securities 2,182 — — 2,182 Total investments $ 398,725 $ 10 $ (301) $ 398,434 December 31, 2022 Amortized Gross Gross Carrying Cash equivalents $ 340,795 $ 8 $ — $ 340,803 Available for sale: U.S. government and agency obligations 8,742 — (301) 8,441 Corporate obligations 3,401 1 (95) 3,307 State and municipal obligations 712 — (17) 695 Certificates of deposit 3,318 — — 3,318 Mortgage-backed securities 156 — — 156 Asset-backed securities 60 — — 60 Other 1 — — 1 Total available-for-sale securities 16,390 1 (413) 15,978 Held to maturity: — U.S. government and agency obligations 685 — — 685 Certificates of deposit 1,947 — — 1,947 Total held-to-maturity securities 2,632 — — 2,632 Total investments $ 359,817 $ 9 $ (413) $ 359,413 (in thousands) : March 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 928,290 $ 30 $ (60) $ 928,260 Available for sale: U.S. government and agency obligations 277,194 142 (1,535) 275,801 Corporate obligations 124,158 942 (643) 124,457 State and municipal obligations 7,614 1 (57) 7,558 Certificates of deposit 1,837 — — 1,837 Mortgage-backed securities 9,153 6 (213) 8,946 Asset backed securities 18,325 89 (46) 18,368 Other 388 — (9) 379 Total available-for-sale securities 438,669 1,180 (2,503) 437,346 Held to maturity: U.S. government and agency obligations 4,823 — (110) 4,713 Total held-to-maturity securities 4,823 — (110) 4,713 Total investments $ 1,371,782 $ 1,210 $ (2,673) $ 1,370,319 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 622,267 $ 24 $ — $ 622,291 Available for sale: U.S. government and agency obligations 365,040 1 (2,956) 362,085 Corporate obligations 520,097 523 (623) 519,997 State and municipal obligations 9,653 — (80) 9,573 Certificates of deposit 8,760 — (2) 8,758 Mortgage-backed securities 154,864 46 (157) 154,753 Asset backed securities 59,557 — — 59,557 Other 387 — (14) 373 Total available-for-sale securities 1,118,358 570 (3,832) 1,115,096 Held to maturity: U.S. government and agency obligations 5,974 — (159) 5,815 Total held-to-maturity securities 5,974 — (159) 5,815 Total investments $ 1,746,599 $ 594 $ (3,991) $ 1,743,202 |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | The following table shows the components of the change in medical costs payable for the three months ended March 31 (in thousand s) : March 31, 2023 2022 Medical costs payable - January 1 $ 411,753 $ 263,187 Incurred related to: Current year 656,599 672,697 Prior year 30,354 (76) Total incurred 686,953 672,621 Paid related to: Current year 338,907 367,504 Prior year 301,334 161,143 Total paid 640,241 528,647 Medical costs payable - March 31 $ 458,465 $ 407,161 The table below details the components making up the medical costs payable as of March 31 (in thousand s) : March 31, 2023 2022 Claims unpaid $ 52,502 $ 63,329 Provider incentive payable 61,748 40,691 Claims adjustment expense liability 5,823 4,918 Incurred but not reported (IBNR) 338,392 298,223 Total medical costs payable $ 458,465 $ 407,161 table below details the components making up the medical costs payable within current liabilities of discontinued operations (in thousands) : March 31, 2023 December 31, 2022 Claims unpaid $ 61,398 $ 60,477 Provider incentive payable 1,717 3,446 Claims adjustment expense liability 14,293 45,932 Incurred but not reported (IBNR) 138,206 575,930 Total medical costs payable of discontinued operations $ 215,614 $ 685,785 |
ORGANIZATION AND BASIS OF PRE_4
ORGANIZATION AND BASIS OF PRESENTATION - Narrative (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |
Oct. 31, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Organization and Basis of Presentation [Line Items] | ||||
Net loss | $ (169,461,000) | $ (180,629,000) | ||
Proceeds from sale of stock | $ 175,000,000 | |||
Premium revenue | 502,918,000 | 458,962,000 | ||
Medical costs | 688,515,000 | 594,248,000 | ||
Revision of Prior Period, Adjustment | ||||
Organization and Basis of Presentation [Line Items] | ||||
Premium revenue | 58,300,000 | |||
Medical costs | $ 58,300,000 | |||
Revolving Credit Facility | Line of Credit | ||||
Organization and Basis of Presentation [Line Items] | ||||
Revolving credit facility | $ 350,000,000 | |||
Revolving Credit Facility | Line of Credit | Forecast | ||||
Organization and Basis of Presentation [Line Items] | ||||
Debt instrument, covenant subject to a minimum liquidity | $ 50,000,000 |
ORGANIZATION AND BASIS OF PRE_5
ORGANIZATION AND BASIS OF PRESENTATION - Schedule of Operating Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Compensation and fringe benefits | $ 85,208 | $ 96,216 |
Professional fees | 12,687 | 14,739 |
Marketing and selling expenses | 20,344 | 18,382 |
General and administrative expenses | 10,974 | 15,942 |
Other operating expenses | 11,111 | 13,838 |
Operating costs | $ 140,324 | $ 159,117 |
RESTRUCTURING CHARGES - Schedul
RESTRUCTURING CHARGES - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Employee termination benefits | $ (760) | $ 6,097 |
Long-lived asset impairments | 880 | 0 |
Contract termination and other costs | 3,237 | 767 |
Total discontinued operations restructuring charges | 3,357 | 6,864 |
Bright HealthCare | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee termination benefits | 6 | 0 |
Long-lived asset impairments | 0 | 0 |
Contract termination and other costs | 55 | 0 |
Total discontinued operations restructuring charges | 61 | 0 |
Consumer Care | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee termination benefits | (41) | 0 |
Long-lived asset impairments | 0 | 0 |
Contract termination and other costs | 0 | 0 |
Total discontinued operations restructuring charges | (41) | 0 |
Corporate & Eliminations | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee termination benefits | (725) | 6,097 |
Long-lived asset impairments | 880 | 0 |
Contract termination and other costs | 3,182 | 767 |
Total discontinued operations restructuring charges | $ 3,337 | $ 6,864 |
RESTRUCTURING CHARGES - Narrati
RESTRUCTURING CHARGES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring charges | $ 3,357 | $ 6,864 |
RESTRUCTURING CHARGES - Sched_2
RESTRUCTURING CHARGES - Schedule of Restructuring Reserve by Type of Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at January 1, 2023 | $ 24,592 |
Charges | (1,716) |
Cash payments | (9,839) |
Balance at March 31, 2023 | 13,037 |
Employee Termination Benefits | |
Restructuring Reserve [Roll Forward] | |
Balance at January 1, 2023 | 24,077 |
Charges | (1,716) |
Cash payments | (9,739) |
Balance at March 31, 2023 | 12,622 |
Contract Termination Costs | |
Restructuring Reserve [Roll Forward] | |
Balance at January 1, 2023 | 515 |
Charges | 0 |
Cash payments | (100) |
Balance at March 31, 2023 | $ 415 |
INVESTMENTS - Schedule of Inves
INVESTMENTS - Schedule of Investment Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, Amortized Cost | $ 382,510 | $ 340,795 |
Cash equivalents, Gross Unrealized Gains | 5 | 8 |
Cash equivalents, Gross Unrealized Losses | (9) | 0 |
Cash equivalents, Carrying Value | 382,506 | 340,803 |
Amortized Cost | 14,033 | 16,390 |
Gross Unrealized Gains | 5 | 1 |
Gross Unrealized Losses | (292) | (413) |
Carrying Value | 13,746 | 15,978 |
Debt Securities, Held-to-maturity, Securities [Line Items] | ||
Amortized Cost | 2,182 | 2,632 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 2,182 | 2,632 |
Amortized Cost, Total investments | 398,725 | 359,817 |
Gross Unrealized Gains, Total investments | 10 | 9 |
Gross Unrealized Losses, Total investments | (301) | (413) |
Carrying Value, Total investments | 398,434 | 359,413 |
Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 71,117 | 2,398 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (22) | (42) |
Available-for-sale securities, 12 months or greater, Fair Value | 9,460 | 9,214 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (279) | (371) |
Available-for-sale securities, Fair Value | 80,577 | 11,612 |
Available-for-sale securities, Unrealized Losses | (301) | (413) |
Cash equivalents | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 70,213 | |
Available-for-sale securities, less than 12 months, Unrealized Losses | (9) | |
Available-for-sale securities, 12 months or greater, Fair Value | 0 | |
Available-for-sale securities, 12 months or greater, Unrealized Losses | 0 | |
Available-for-sale securities, Fair Value | 70,213 | |
Available-for-sale securities, Unrealized Losses | (9) | |
U.S. government and agency obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7,256 | 8,742 |
Gross Unrealized Gains | 1 | 0 |
Gross Unrealized Losses | (210) | (301) |
Carrying Value | 7,047 | 8,441 |
Debt Securities, Held-to-maturity, Securities [Line Items] | ||
Amortized Cost | 233 | 685 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 233 | 685 |
U.S. government and agency obligations | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 693 | 1,316 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (9) | (31) |
Available-for-sale securities, 12 months or greater, Fair Value | 6,694 | 6,808 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (201) | (270) |
Available-for-sale securities, Fair Value | 7,387 | 8,124 |
Available-for-sale securities, Unrealized Losses | (210) | (301) |
Corporate obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,906 | 3,401 |
Gross Unrealized Gains | 4 | 1 |
Gross Unrealized Losses | (69) | (95) |
Carrying Value | 2,841 | 3,307 |
Corporate obligations | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 178 | 740 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (3) | (9) |
Available-for-sale securities, 12 months or greater, Fair Value | 2,397 | 2,061 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (66) | (86) |
Available-for-sale securities, Fair Value | 2,575 | 2,801 |
Available-for-sale securities, Unrealized Losses | (69) | (95) |
State and municipal obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 458 | 712 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (12) | (17) |
Carrying Value | 446 | 695 |
State and municipal obligations | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 3 | 340 |
Available-for-sale securities, less than 12 months, Unrealized Losses | 0 | (2) |
Available-for-sale securities, 12 months or greater, Fair Value | 369 | 344 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (12) | (15) |
Available-for-sale securities, Fair Value | 372 | 684 |
Available-for-sale securities, Unrealized Losses | (12) | (17) |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,304 | 3,318 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 3,304 | 3,318 |
Debt Securities, Held-to-maturity, Securities [Line Items] | ||
Amortized Cost | 1,949 | 1,947 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 1,949 | 1,947 |
Mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 37 | 156 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1) | 0 |
Carrying Value | 36 | 156 |
Mortgage-backed securities | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 2 | |
Available-for-sale securities, less than 12 months, Unrealized Losses | 0 | |
Available-for-sale securities, 12 months or greater, Fair Value | 0 | |
Available-for-sale securities, 12 months or greater, Unrealized Losses | 0 | |
Available-for-sale securities, Fair Value | 2 | |
Available-for-sale securities, Unrealized Losses | 0 | |
Asset backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 72 | 60 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 72 | 60 |
Asset backed securities | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 30 | |
Available-for-sale securities, less than 12 months, Unrealized Losses | (1) | |
Available-for-sale securities, 12 months or greater, Fair Value | 0 | |
Available-for-sale securities, 12 months or greater, Unrealized Losses | 0 | |
Available-for-sale securities, Fair Value | 30 | |
Available-for-sale securities, Unrealized Losses | $ (1) | |
Other | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Carrying Value | 1 | |
Other | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 0 | |
Available-for-sale securities, less than 12 months, Unrealized Losses | 0 | |
Available-for-sale securities, 12 months or greater, Fair Value | 1 | |
Available-for-sale securities, 12 months or greater, Unrealized Losses | 0 | |
Available-for-sale securities, Fair Value | 1 | |
Available-for-sale securities, Unrealized Losses | $ 0 |
INVESTMENTS - Schedule of Inv_2
INVESTMENTS - Schedule of Investments in Continuous Loss Position (Details) - Short-Term And Long-Term Investments - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | $ 71,117 | $ 2,398 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (22) | (42) |
Available-for-sale securities, 12 months or greater, Fair Value | 9,460 | 9,214 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (279) | (371) |
Available-for-sale securities, Fair Value | 80,577 | 11,612 |
Available-for-sale securities, Unrealized Losses | (301) | (413) |
U.S. government and agency obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 693 | 1,316 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (9) | (31) |
Available-for-sale securities, 12 months or greater, Fair Value | 6,694 | 6,808 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (201) | (270) |
Available-for-sale securities, Fair Value | 7,387 | 8,124 |
Available-for-sale securities, Unrealized Losses | (210) | (301) |
Corporate obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 178 | 740 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (3) | (9) |
Available-for-sale securities, 12 months or greater, Fair Value | 2,397 | 2,061 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (66) | (86) |
Available-for-sale securities, Fair Value | 2,575 | 2,801 |
Available-for-sale securities, Unrealized Losses | (69) | (95) |
State and municipal obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 3 | 340 |
Available-for-sale securities, less than 12 months, Unrealized Losses | 0 | (2) |
Available-for-sale securities, 12 months or greater, Fair Value | 369 | 344 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (12) | (15) |
Available-for-sale securities, Fair Value | 372 | 684 |
Available-for-sale securities, Unrealized Losses | (12) | (17) |
Asset backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 30 | |
Available-for-sale securities, less than 12 months, Unrealized Losses | (1) | |
Available-for-sale securities, 12 months or greater, Fair Value | 0 | |
Available-for-sale securities, 12 months or greater, Unrealized Losses | 0 | |
Available-for-sale securities, Fair Value | 30 | |
Available-for-sale securities, Unrealized Losses | $ (1) | |
Mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 2 | |
Available-for-sale securities, less than 12 months, Unrealized Losses | 0 | |
Available-for-sale securities, 12 months or greater, Fair Value | 0 | |
Available-for-sale securities, 12 months or greater, Unrealized Losses | 0 | |
Available-for-sale securities, Fair Value | 2 | |
Available-for-sale securities, Unrealized Losses | 0 | |
Other | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 0 | |
Available-for-sale securities, less than 12 months, Unrealized Losses | 0 | |
Available-for-sale securities, 12 months or greater, Fair Value | 1 | |
Available-for-sale securities, 12 months or greater, Unrealized Losses | 0 | |
Available-for-sale securities, Fair Value | 1 | |
Available-for-sale securities, Unrealized Losses | $ 0 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) investment | Mar. 31, 2022 USD ($) | Dec. 31, 2022 investment | |
Debt Securities, Available-for-sale [Line Items] | |||
Number of investment positions in a loss position | investment | 800 | ||
Number of investments (available-for-sale) | investment | 1,340 | ||
Number of securities in unrealized loss position | investment | 721 | ||
Number of investments | investment | 2,432 | ||
Investment income (loss) | $ | $ 46,000 | $ (40,888,000) | |
Proceeds from sale of available-for-sale securities | $ | 2,400,000 | 5,100,000 | |
Realized recognized (losses) gains | $ | (41,000,000) | ||
Debt Securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investment income (loss) | $ | $ 46,300 | $ 100,000 |
INVESTMENTS - Schedule Of Avail
INVESTMENTS - Schedule Of Available-for-sale Securities Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale, Amortized Cost, Fiscal Year Maturity [Abstract] | ||
Due in one year or less | $ 10,343 | |
Due after one year through five years | 3,611 | |
Due after five years through 10 years | 79 | |
Due after 10 years | 0 | |
Amortized Cost | 14,033 | $ 16,390 |
Debt Securities, Available-for-sale, Fair Value, Fiscal Year Maturity [Abstract] | ||
Due in one year or less | 10,187 | |
Due after one year through five years | 3,479 | |
Due after five years through 10 years | 80 | |
Due after 10 years | 0 | |
Carrying Value | $ 13,746 | $ 15,978 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value Measurement for Assets on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, held to maturity | $ 3,094 | $ 8,450 |
Carrying Value | 13,746 | 15,978 |
U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 7,047 | 8,441 |
Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 2,841 | 3,307 |
State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 446 | 695 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 3,304 | 3,318 |
Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 36 | 156 |
Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 72 | 60 |
Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 1 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, held to maturity | 3,094 | 8,450 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, held to maturity | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, held to maturity | 0 | 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, held to maturity | 379,412 | 332,353 |
Carrying Value | 13,746 | 15,978 |
Total assets at fair value | 393,158 | 348,331 |
Fair Value, Recurring | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 7,047 | 8,441 |
Fair Value, Recurring | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 2,841 | 3,307 |
Fair Value, Recurring | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 446 | 695 |
Fair Value, Recurring | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 3,304 | 3,318 |
Fair Value, Recurring | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 36 | 156 |
Fair Value, Recurring | Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 72 | 60 |
Fair Value, Recurring | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 1 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, held to maturity | 363,663 | 316,752 |
Carrying Value | 5,152 | 6,354 |
Total assets at fair value | 368,815 | 323,106 |
Fair Value, Recurring | Level 1 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 5,152 | 6,354 |
Fair Value, Recurring | Level 1 | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 1 | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 1 | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 1 | Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 1 | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, held to maturity | 15,749 | 15,601 |
Carrying Value | 8,594 | 9,624 |
Total assets at fair value | 24,343 | 25,225 |
Fair Value, Recurring | Level 2 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 1,895 | 2,087 |
Fair Value, Recurring | Level 2 | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 2,841 | 3,307 |
Fair Value, Recurring | Level 2 | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 446 | 695 |
Fair Value, Recurring | Level 2 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 3,304 | 3,318 |
Fair Value, Recurring | Level 2 | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 36 | 156 |
Fair Value, Recurring | Level 2 | Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 72 | 60 |
Fair Value, Recurring | Level 2 | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 1 | |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, held to maturity | 0 | 0 |
Carrying Value | 0 | 0 |
Total assets at fair value | 0 | 0 |
Fair Value, Recurring | Level 3 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 3 | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 3 | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 3 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 3 | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 3 | Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 3 | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Fair Value Measurement of Financial Instruments Not Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, held to maturity | $ 3,094 | $ 8,450 |
Fixed maturity securities, held to maturity: | 2,182 | 2,632 |
Total held to maturity | 5,276 | 11,082 |
U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 233 | 685 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 1,949 | 1,947 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, held to maturity | 3,094 | 8,450 |
Total held to maturity | 4,946 | 9,135 |
Level 1 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 233 | 685 |
Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 1,619 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, held to maturity | 0 | 0 |
Total held to maturity | 330 | 1,947 |
Level 2 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 0 | 0 |
Level 2 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 330 | 1,947 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, held to maturity | 0 | 0 |
Total held to maturity | 0 | 0 |
Level 3 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 0 | 0 |
Level 3 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill [Roll Forward] | ||
Gross Carrying Amount | $ 830,095 | $ 830,095 |
Cumulative Impairment | 70,017 | 70,017 |
Bright HealthCare | ||
Goodwill [Roll Forward] | ||
Gross Carrying Amount | 428,710 | 428,710 |
Cumulative Impairment | 70,017 | 70,017 |
Consumer Care | ||
Goodwill [Roll Forward] | ||
Gross Carrying Amount | 401,385 | 401,385 |
Cumulative Impairment | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 304,882 | $ 304,882 |
Accumulated Amortization | 62,596 | 55,799 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 204,221 | 204,221 |
Accumulated Amortization | 46,642 | 41,604 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 95,261 | 95,261 |
Accumulated Amortization | 14,399 | 12,812 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,400 | 5,400 |
Accumulated Amortization | $ 1,555 | $ 1,383 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of intangible assets | $ 0 | |
Amortization of intangible assets | $ 6,800,000 | $ 10,400,000 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Asset Amortization Expense (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (April-December) | $ 20,368 |
2024 | 27,025 |
2025 | 27,025 |
2026 | 27,025 |
2027 | 27,025 |
2028 | $ 25,382 |
MEDICAL COSTS PAYABLE - Change
MEDICAL COSTS PAYABLE - Change in Medical Costs Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Medical costs payable - January 1 | $ 411,753 | $ 263,187 |
Incurred related to: | ||
Current year | 656,599 | 672,697 |
Prior year | 30,354 | (76) |
Total incurred | 686,953 | 672,621 |
Paid related to: | ||
Current year | 338,907 | 367,504 |
Prior year | 301,334 | 161,143 |
Total paid | 640,241 | 528,647 |
Medical costs payable - March 31 | $ 458,465 | $ 407,161 |
MEDICAL COSTS PAYABLE - Narrati
MEDICAL COSTS PAYABLE - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Insurance [Abstract] | ||
Medical costs payable, increase (decrease) to prior years | $ 30.4 | $ (0.1) |
MEDICAL COSTS PAYABLE - Compone
MEDICAL COSTS PAYABLE - Components of Medical Costs Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Insurance [Abstract] | ||||
Incurred but not reported (IBNR) | $ 52,502 | $ 63,329 | ||
Claims adjustment expense liability | 61,748 | 40,691 | ||
Claims unpaid | 5,823 | 4,918 | ||
Incurred but not reported (IBNR) | 338,392 | 298,223 | ||
Liability for Claims and Claims Adjustment Expense, Total | $ 458,465 | $ 411,753 | $ 407,161 | $ 263,187 |
SHORT-TERM BORROWINGS (Details)
SHORT-TERM BORROWINGS (Details) - USD ($) | 2 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Short-term borrowings | $ 303,947,000 | $ 303,947,000 | |
Letters of credit outstanding | 46,100,000 | ||
Revolving Credit Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Revolving credit facility | 350,000,000 | ||
Short-term borrowings | $ 303,900,000 | $ 303,900,000 | |
Effective annual interest rate | 9.51% | ||
Revolving Credit Facility | Line of Credit | Forecast | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, covenant subject to a minimum liquidity | $ 50,000,000 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 USD ($) vestingTranche shares | Mar. 31, 2022 USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance (in shares) | shares | 104,900,000 | |||
Number of shares available for grant (in shares) | shares | 500,000 | |||
Unrecognized compensation expense | $ 28.8 | |||
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 15.4 | |||
Vesting period | 3 years | |||
Option grants expiration | 10 years | |||
Unrecognized compensation expense, weighted average recognition period | 1 year 10 months 24 days | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 5.4 | |||
Vesting period | 3 years | |||
Unrecognized compensation expense, weighted average recognition period | 2 years | |||
Unrecognized compensation expense, other than options | $ 57.8 | |||
Granted (in shares) | shares | 53,867,000 | |||
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 | $ 12.5 | |||
Unrecognized compensation expense, weighted average recognition period | 1 year 2 months 12 days | |||
Unrecognized compensation expense, other than options | $ 34.2 | |||
Granted (in shares) | shares | 0 | |||
PSU's | IPO | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | shares | 14,700,000 | |||
Number of vesting tranches (in vesting tranches) | vestingTranche | 4 | |||
Service period | 3 years | |||
Tranche One | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting | 25% | |||
Vesting period | 1 year | |||
Tranche Two | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 36 months | |||
Selling, General and Administrative Expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 33.3 | $ 32.9 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Beginning balance (in shares) | 64,291 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (3) | |
Forfeited (in shares) | (958) | |
Expired (in shares) | (3,574) | |
Ending balance (in shares) | 61,672 | 64,291 |
Weighted-Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.82 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0.63 | |
Forfeited (in dollars per share) | 0.58 | |
Expired (in dollars per share) | 1.78 | |
Ending balance (in dollars per share) | $ 1.80 | $ 1.82 |
Weighted-Average Remaining Contractual Life (In Years) | 5 years 10 months 24 days | 6 years 8 months 12 days |
Aggregate Intrinsic Value | ||
Beginning balance | $ 82 | |
Ending balance | $ 1 | $ 82 |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of RSU and PSU Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted stock units | |
Number of Awards | |
Beginning balance (in shares) | shares | 37,567 |
Granted (in shares) | shares | 53,867 |
Vested (in shares) | shares | (5,868) |
Forfeited (in shares) | shares | (5,612) |
Ending balance (in shares) | shares | 79,954 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 2.37 |
Granted (in dollars per share) | $ / shares | 0.51 |
Vested (in dollars per share) | $ / shares | 1.83 |
Forfeited (in dollars per share) | $ / shares | 1.87 |
Ending balance (in dollars per share) | $ / shares | $ 1.19 |
PSU's | |
Number of Awards | |
Beginning balance (in shares) | shares | 10,500 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 10,500 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 9.30 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 9.30 |
REDEEMABLE CONVERTIBLE PREFER_2
REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 17, 2022 USD ($) tradingDay $ / shares shares | Jan. 03, 2022 USD ($) tradingDay $ / shares shares | Oct. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares | |
Class of Stock [Line Items] | ||||||
Issuance of preferred stock (in shares) | shares | 750,000 | |||||
Issuance of preferred stock | $ | $ 747,481 | |||||
Proceeds from sale of stock | $ | $ 175,000 | |||||
Series A preferred stock 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 | $ | $ 750,000 | |||||
Redemption price (in dollars per share) | $ 1,000 | |||||
Temporary equity, liquidation preference (in USD per share) | $ 1,000 | |||||
Dividend rate | 5% | |||||
Accretion to redemption value | $ | $ 47,600 | $ 37,900 | ||||
Conversion price (in dollars per share) | $ 4.55 | |||||
Volume weighted average price of common stock (in dollars per share) | $ 7.96 | |||||
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 USD per share) | $ 1,000 | |||||
Dividend rate | 5% | |||||
Accretion to redemption value | $ | $ 4,000 | $ 1,800 | ||||
Conversion price (in dollars per share) | $ 1.42 | $ 4.07 | ||||
Number of threshold trading days | tradingDay | 20 | |||||
Number of consecutive trading days | tradingDay | 30 | |||||
Multiplier for accrued and unpaid dividends, before seventh anniversary | 105% | |||||
Multiplier for accrued and unpaid dividends, after seventh anniversary | 100% | |||||
Liquidation preference | 105% | |||||
Number of shares issued (in shares) | shares | 175,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||
Proceeds from sale of stock | $ | $ 175,000 | |||||
Price per share of stock (in dollars per share) | $ 1,000 | |||||
Temporary equity, conversion threshold, volume weighted average price of common stock percentage | 287% |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends | $ (112,236) | $ (187,057) |
Loss from discontinued operations | (74,669) | (17,115) |
Net loss attributable to Bright Health Group, Inc. common shareholders | $ (186,905) | $ (204,172) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares) | 631,534 | 628,765 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares) | 631,534 | 628,765 |
Continuing operations, basic (in dollars per share) | $ (0.18) | $ (0.30) |
Continuing operations, diluted (in dollars per share) | (0.18) | (0.30) |
Discontinued operations, basic (in dollars per share) | (0.12) | (0.02) |
Discontinued operations, diluted (in dollars per share) | (0.12) | (0.02) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | (0.30) | (0.32) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.30) | $ (0.32) |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 464,084 | 276,618 |
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) | 322,458 | 166,852 |
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) | 61,672 | 72,974 |
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) | 79,954 | 36,792 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2023 | |
Loss Contingencies [Line Items] | |||
Loss contingency, damages paid, value | $ 0 | $ 0 | |
Letters of credit outstanding | $ 46,100,000 | ||
Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Unused commitments to extend credit | $ 15,300,000 |
SEGMENTS AND GEOGRAPHIC INFOR_3
SEGMENTS AND GEOGRAPHIC INFORMATION - Narrative (Details) individual in Thousands | 3 Months Ended |
Mar. 31, 2023 individual segment primaryCareClinic | |
Segment Reporting Information [Line Items] | |
Number of operating segments | segment | 3 |
Number of reportable segments | segment | 2 |
Bright HealthCare | |
Segment Reporting Information [Line Items] | |
Number of individuals served | 123 |
Consumer Care | |
Segment Reporting Information [Line Items] | |
Number of individuals served | 410 |
Number of primary care clinics | primaryCareClinic | 72 |
Number of patients served through value-based arrangements | 373 |
SEGMENTS AND GEOGRAPHIC INFOR_4
SEGMENTS AND GEOGRAPHIC INFORMATION - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Premium revenue | $ 502,918 | $ 458,962 |
ACO REACH revenue | 239,807 | 182,797 |
Service revenue | 13,570 | 12,392 |
Investment income (loss) | 46 | (40,888) |
Affiliated revenue | 0 | |
Total revenue | 756,341 | 613,263 |
Operating income (loss) | (85,746) | (159,863) |
Depreciation and amortization | 9,891 | 12,897 |
Restructuring charges | 3,357 | 6,864 |
Corporate & Eliminations | ||
Segment Reporting Information [Line Items] | ||
Premium revenue | 0 | 0 |
ACO REACH revenue | 0 | 0 |
Service revenue | 0 | 0 |
Investment income (loss) | 0 | 0 |
Affiliated revenue | (368,053) | |
Total revenue | 0 | (368,053) |
Operating income (loss) | (58,746) | (58,426) |
Depreciation and amortization | 2,351 | 1,436 |
Restructuring charges | 3,338 | 6,864 |
Bright HealthCare | ||
Segment Reporting Information [Line Items] | ||
Premium revenue | 453,370 | 430,313 |
ACO REACH revenue | 0 | 0 |
Service revenue | 0 | 0 |
Investment income (loss) | 46 | 80 |
Affiliated revenue | 0 | |
Total revenue | 453,416 | 430,393 |
Restructuring charges | 61 | 0 |
Bright HealthCare | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | (31,433) | (31,383) |
Depreciation and amortization | 4,408 | 4,459 |
Restructuring charges | 60 | 0 |
Consumer Care | ||
Segment Reporting Information [Line Items] | ||
Premium revenue | 49,548 | 28,649 |
ACO REACH revenue | 239,807 | 182,797 |
Service revenue | 13,570 | 12,392 |
Investment income (loss) | 0 | (40,968) |
Affiliated revenue | 368,053 | |
Total revenue | 302,925 | 550,923 |
Restructuring charges | (41) | 0 |
Consumer Care | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | 4,433 | (70,054) |
Depreciation and amortization | 3,132 | 7,002 |
Restructuring charges | $ (41) | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 1,259 | $ 3,242 |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTEREST (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | $ 219,758 | $ 128,407 |
(Losses) earnings attributable to noncontrolling interest | 1,421 | (2,681) |
Tax distributions to noncontrolling interest holders | (1,805) | 0 |
Measurement adjustment | 4,129 | 17,285 |
Ending balance | $ 223,503 | $ 143,011 |
ACO REACH - Narrative (Details)
ACO REACH - Narrative (Details) - directContractingEntity | 3 Months Ended | |
Jan. 01, 2022 | Mar. 31, 2023 | |
Direct Contracting [Abstract] | ||
Number of direct contracting arrangements | 3 | |
Threshold of performance year benchmark | 25% |
ACO REACH- Schedule Of Performa
ACO REACH- Schedule Of Performance Guarantees (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Direct Contracting [Abstract] | |||
ACO REACH performance year receivable | $ 882,884 | $ 99,181 | |
ACO REACH prior year receivable | 14,900 | ||
Out-of-network claims incurred | 154,800 | ||
Amortization of ACO REACH performance year obligation | 239,807 | $ 182,797 | |
Amortization of ACO REACH prior year receivable | 84,300 | ||
ACO REACH revenue | 239,807 | 182,797 | |
Amortization of ACO REACH performance year receivable | $ 175,523 | $ 75,127 |
DISCONTINUED OPERATIONS - State
DISCONTINUED OPERATIONS - Statement of Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue from discontinued operations | $ 21,635 | $ 1,187,306 |
Operating expenses: | ||
Depreciation and amortization | 0 | 144 |
Total operating expenses from discontinued operations | 96,304 | 1,204,423 |
Net loss from discontinued operations | (74,669) | (17,115) |
Discontinued Operations | Bright Healthcare – Commercial Segment | ||
Revenue: | ||
Premium revenue | 713 | 1,186,482 |
Service revenue | 30 | 36 |
Investment income | 20,892 | 788 |
Operating expenses: | ||
Medical costs | 43,811 | 951,342 |
Operating costs | 47,593 | 252,937 |
Restructuring charges | 4,900 | 0 |
Loss from discontinued operations before income taxes | (74,669) | (17,117) |
Income tax benefit | 0 | (2) |
Net loss from discontinued operations | $ (74,669) | $ (17,115) |
DISCONTINUED OPERATIONS - Cash
DISCONTINUED OPERATIONS - Cash Flows From Operating and Investing Activities for Discontinued Operations (Details) - Discontinued Operations - Bright Healthcare – Commercial Segment $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash used in operating activities - discontinued operations | $ (599,163) |
Cash provided by investing activities - discontinued operations | $ 684,848 |
DISCONTINUED OPERATIONS - Asset
DISCONTINUED OPERATIONS - Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Current assets of discontinued operations | $ 2,225,739 | $ 2,783,474 |
Current liabilities: | ||
Current liabilities of discontinued operations | 2,225,739 | 2,783,474 |
Discontinued Operations | Bright Healthcare – Commercial Segment | ||
Current assets: | ||
Cash and cash equivalents | 1,619,744 | 1,465,965 |
Short-term investments | 443,162 | 1,121,435 |
Accounts receivable, net of allowance of $230 and $906, respectively | 1,398 | 11,082 |
Prepaids and other current assets | 161,435 | 184,992 |
Current assets of discontinued operations | 2,225,739 | 2,783,474 |
Total assets of discontinued operations | 2,225,739 | 2,783,474 |
Current liabilities: | ||
Medical costs payable | 215,614 | 685,785 |
Accounts payable | 42,024 | 122,425 |
Risk adjustment payable | 1,948,043 | 1,943,890 |
Other current liabilities | 20,058 | 31,374 |
Current liabilities of discontinued operations | 2,225,739 | 2,783,474 |
Total liabilities of discontinued operations | 2,225,739 | 2,783,474 |
Accounts receivable, allowance for credit loss | $ 230 | $ 906 |
DISCONTINUED OPERATIONS - Restr
DISCONTINUED OPERATIONS - Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Employee termination benefits | $ (760) | $ 6,097 | |
Long-lived asset impairments | 880 | 0 | |
Contract termination and other costs | 3,237 | 767 | |
Total discontinued operations restructuring charges | 3,357 | $ 6,864 | |
Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Employee termination benefits | 2,959 | ||
Long-lived asset impairments | 100 | ||
Contract termination and other costs | $ 1,841 | ||
Total discontinued operations restructuring charges | $ 4,900 |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Restructuring Reserve by Type of Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | |||
Balance at January 1, 2023 | $ 24,592 | ||
Charges | 3,357 | $ 6,864 | |
Cash payments | (9,839) | ||
Balance at March 31, 2023 | 13,037 | $ 24,592 | |
Discontinued Operations | |||
Restructuring Reserve [Roll Forward] | |||
Charges | 4,900 | ||
Discontinued Operations | Bright Healthcare – Commercial Segment | |||
Restructuring Reserve [Roll Forward] | |||
Balance at January 1, 2023 | 44,591 | ||
Charges | 2,624 | ||
Cash payments | (8,282) | ||
Balance at March 31, 2023 | 38,933 | 44,591 | |
Employee Termination Benefits | |||
Restructuring Reserve [Roll Forward] | |||
Balance at January 1, 2023 | 24,077 | ||
Cash payments | (9,739) | ||
Balance at March 31, 2023 | 12,622 | 24,077 | |
Employee Termination Benefits | Discontinued Operations | Bright Healthcare – Commercial Segment | |||
Restructuring Reserve [Roll Forward] | |||
Balance at January 1, 2023 | 16,053 | ||
Charges | 2,624 | ||
Cash payments | (8,231) | ||
Balance at March 31, 2023 | 10,446 | 16,053 | |
Contract Termination Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at January 1, 2023 | 515 | ||
Cash payments | (100) | ||
Balance at March 31, 2023 | 415 | 515 | |
Contract Termination Costs | Discontinued Operations | Bright Healthcare – Commercial Segment | |||
Restructuring Reserve [Roll Forward] | |||
Balance at January 1, 2023 | 28,538 | ||
Charges | 0 | ||
Cash payments | (51) | ||
Balance at March 31, 2023 | $ 28,487 | $ 28,538 |
DISCONTINUED OPERATIONS - Sch_2
DISCONTINUED OPERATIONS - Schedule of Investment Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, Amortized Cost | $ 382,510 | $ 340,795 |
Cash equivalents, Gross Unrealized Gains | 5 | 8 |
Cash equivalents, Gross Unrealized Losses | (9) | 0 |
Cash equivalents, Carrying Value | 382,506 | 340,803 |
Available for sale: | ||
Amortized Cost | 14,033 | 16,390 |
Gross Unrealized Gains | 5 | 1 |
Gross Unrealized Losses | (292) | (413) |
Carrying Value | 13,746 | 15,978 |
Held to maturity: | ||
Amortized Cost | 2,182 | 2,632 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 2,182 | 2,632 |
Available for sale and held to maturity | ||
Amortized Cost, Total investments | 398,725 | 359,817 |
Gross Unrealized Gains, Total investments | 10 | 9 |
Gross Unrealized Losses, Total investments | (301) | (413) |
Carrying Value, Total investments | 398,434 | 359,413 |
Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, Amortized Cost | 928,290 | 622,267 |
Cash equivalents, Gross Unrealized Gains | 30 | 24 |
Cash equivalents, Gross Unrealized Losses | (60) | 0 |
Cash equivalents, Carrying Value | 928,260 | 622,291 |
Available for sale: | ||
Amortized Cost | 438,669 | 1,118,358 |
Gross Unrealized Gains | 1,180 | 570 |
Gross Unrealized Losses | (2,503) | (3,832) |
Carrying Value | 437,346 | 1,115,096 |
Held to maturity: | ||
Amortized Cost | 4,823 | 5,974 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (110) | (159) |
Carrying Value | 4,713 | 5,815 |
Available for sale and held to maturity | ||
Amortized Cost, Total investments | 1,371,782 | 1,746,599 |
Gross Unrealized Gains, Total investments | 1,210 | 594 |
Gross Unrealized Losses, Total investments | (2,673) | (3,991) |
Carrying Value, Total investments | 1,370,319 | 1,743,202 |
U.S. government and agency obligations | ||
Available for sale: | ||
Amortized Cost | 7,256 | 8,742 |
Gross Unrealized Gains | 1 | 0 |
Gross Unrealized Losses | (210) | (301) |
Carrying Value | 7,047 | 8,441 |
Held to maturity: | ||
Amortized Cost | 233 | 685 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 233 | 685 |
U.S. government and agency obligations | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 277,194 | 365,040 |
Gross Unrealized Gains | 142 | 1 |
Gross Unrealized Losses | (1,535) | (2,956) |
Carrying Value | 275,801 | 362,085 |
Held to maturity: | ||
Amortized Cost | 4,823 | 5,974 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (110) | (159) |
Carrying Value | 4,713 | 5,815 |
Corporate obligations | ||
Available for sale: | ||
Amortized Cost | 2,906 | 3,401 |
Gross Unrealized Gains | 4 | 1 |
Gross Unrealized Losses | (69) | (95) |
Carrying Value | 2,841 | 3,307 |
Corporate obligations | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 124,158 | 520,097 |
Gross Unrealized Gains | 942 | 523 |
Gross Unrealized Losses | (643) | (623) |
Carrying Value | 124,457 | 519,997 |
State and municipal obligations | ||
Available for sale: | ||
Amortized Cost | 458 | 712 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (12) | (17) |
Carrying Value | 446 | 695 |
State and municipal obligations | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 7,614 | 9,653 |
Gross Unrealized Gains | 1 | 0 |
Gross Unrealized Losses | (57) | (80) |
Carrying Value | 7,558 | 9,573 |
Certificates of deposit | ||
Available for sale: | ||
Amortized Cost | 3,304 | 3,318 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 3,304 | 3,318 |
Held to maturity: | ||
Amortized Cost | 1,949 | 1,947 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 1,949 | 1,947 |
Certificates of deposit | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 1,837 | 8,760 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (2) |
Carrying Value | 1,837 | 8,758 |
Mortgage-backed securities | ||
Available for sale: | ||
Amortized Cost | 37 | 156 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1) | 0 |
Carrying Value | 36 | 156 |
Mortgage-backed securities | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 9,153 | 154,864 |
Gross Unrealized Gains | 6 | 46 |
Gross Unrealized Losses | (213) | (157) |
Carrying Value | 8,946 | 154,753 |
Asset backed securities | ||
Available for sale: | ||
Amortized Cost | 72 | 60 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 72 | 60 |
Asset backed securities | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 18,325 | 59,557 |
Gross Unrealized Gains | 89 | 0 |
Gross Unrealized Losses | (46) | 0 |
Carrying Value | 18,368 | 59,557 |
Other | ||
Available for sale: | ||
Amortized Cost | 1 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Carrying Value | 1 | |
Other | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 388 | 387 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (9) | (14) |
Carrying Value | $ 379 | $ 373 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - Bright Healthcare – Commercial Segment - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts payable | $ 1,200 | $ 47,100 |
Discontinued Operations | Broker Commissions Payable | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Broker commissions payable | 200 | 21,100 |
Discontinued Operations | Contract Termination Costs | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Contract termination costs | 28,500 | 28,500 |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Risk adjustment payable | 1,948,043 | 1,943,890 |
Discontinued Operations | Level 1 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash, cash equivalents, and short-term investments | 1,200,000 | 940,500 |
Discontinued Operations | Level 2 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash, cash equivalents, and short-term investments | $ 206,200 | $ 802,700 |
DISCONTINUED OPERATIONS - Sch_3
DISCONTINUED OPERATIONS - Schedule of Liability for Unpaid Claims and Claims Adjustment Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Claims unpaid | $ 5,823 | $ 4,918 | ||
Claims adjustment expense liability | 61,748 | 40,691 | ||
Incurred but not reported (IBNR) | 52,502 | 63,329 | ||
Liability for Claims and Claims Adjustment Expense, Total | 458,465 | $ 411,753 | $ 407,161 | $ 263,187 |
Discontinued Operations | Bright Healthcare – Commercial Segment | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Claims unpaid | 61,398 | 60,477 | ||
Provider incentive payable | 1,717 | 3,446 | ||
Claims adjustment expense liability | 14,293 | 45,932 | ||
Incurred but not reported (IBNR) | 138,206 | 575,930 | ||
Liability for Claims and Claims Adjustment Expense, Total | $ 215,614 | $ 685,785 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) shares in Thousands, $ in Millions | 2 Months Ended | 3 Months Ended | |
May 04, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Restricted stock units | |||
Subsequent Event [Line Items] | |||
Granted (in shares) | 53,867 | ||
Vesting period | 3 years | ||
Restricted stock units | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Granted (in shares) | 19,100 | ||
Vesting period | 3 years | ||
Revolving Credit Facility | Line of Credit | Forecast | |||
Subsequent Event [Line Items] | |||
Debt instrument, covenant subject to a minimum liquidity | $ 50 |