Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 07, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-04321 | ||
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 1200 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,069,104,601 | ||
Entity Common Stock, Shares Outstanding | 628,751,245 | ||
Documents Incorporated by Reference | Portions of the registrant's Definitive Proxy Statement relating to its 2022 Annual Meeting of Shareholders ("Proxy Statement") are incorporated by reference into Part III of this annual report on Form 10-K. The Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this annual report relates. | ||
Entity Central Index Key | 0001671284 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Audit Information [Abstract] | ||
Auditor Firm ID | 34 | 49 |
Auditor Name | Deloitte & Touche LLP | RSM US LLP |
Auditor Location | Minneapolis, Minnesota | Chicago, Illinois |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,061,179 | $ 488,371 |
Short-term investments | 193,835 | 499,928 |
Accounts receivable, net of allowance of $4,074 and $2,602, respectively | 113,474 | 60,522 |
Prepaids and other current assets | 291,712 | 130,986 |
Total current assets | 1,660,200 | 1,179,807 |
Other assets: | ||
Long-term investments | 675,192 | 175,176 |
Property, equipment and capitalized software, net | 38,344 | 12,264 |
Goodwill | 835,140 | 263,035 |
Intangible assets, net | 343,860 | 152,211 |
Other non-current assets | 45,603 | 28,309 |
Total other assets | 1,938,139 | 630,995 |
Total assets | 3,598,339 | 1,810,802 |
Current liabilities: | ||
Medical costs payable | 817,975 | 249,777 |
Accounts payable | 118,140 | 57,252 |
Unearned revenue | 53,295 | 34,628 |
Risk adjustment payable | 931,170 | 187,777 |
Short-term borrowings | 155,000 | 0 |
Other current liabilities | 207,238 | 35,847 |
Total current liabilities | 2,282,818 | 565,281 |
Other liabilities | 41,994 | 28,578 |
Total liabilities | 2,324,812 | 593,859 |
Commitments and contingencies (Note 15) | ||
Redeemable noncontrolling interests | 128,407 | 39,600 |
Redeemable preferred stock, $0.0001 par value; 100,000,000 and 166,307,087 shares authorized in 2021 and 2020, respectively; — and 164,244,893 shares issued and outstanding in 2021 and 2020, respectively | 0 | 1,681,015 |
Shareholders’ equity (deficit): | ||
Common stock, $0.0001 par value; 3,000,000,000 and 658,993,725 shares authorized in 2021 and 2020, respectively; 628,622,872 and 137,662,698 shares issued and outstanding in 2021 and 2020, respectively | 63 | 14 |
Additional paid-in capital | 2,861,243 | 9,877 |
Accumulated deficit | (1,700,851) | (515,989) |
Accumulated other comprehensive (loss) income | (3,335) | 2,426 |
Treasury stock, at cost, 2,522,148 and — shares at December 31, 2021 and 2020, respectively | (12,000) | 0 |
Total shareholders’ equity (deficit) | 1,145,120 | (503,672) |
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit) | $ 3,598,339 | $ 1,810,802 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 4,074 | $ 2,602 |
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares authorized (in shares) | 100,000,000 | 166,307,087 |
Redeemable preferred stock, shares issued (in shares) | 0 | 164,244,893 |
Redeemable preferred stock, shares outstanding (in shares) | 0 | 164,244,893 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 3,000,000,000 | 658,993,725 |
Common stock, shares issued (in shares) | 628,622,872 | 137,662,698 |
Common stock, shares outstanding (in shares) | 628,622,872 | 137,662,698 |
Treasury stock (in shares) | 2,522,148 | 0 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Premium revenue | $ 3,902,714 | $ 1,180,338 | $ 272,323 |
Service revenue | $ 42,701 | $ 18,514 | $ 0 |
Revenue, Product and Service [Extensible Enumeration] | Service [Member] | Service [Member] | Service [Member] |
Investment income | $ 83,974 | $ 8,468 | $ 8,350 |
Total revenue | 4,029,389 | 1,207,320 | 280,673 |
Operating expenses: | |||
Medical costs | 3,953,674 | 1,047,300 | 224,387 |
Operating costs | 1,238,387 | 409,334 | 180,489 |
Depreciation and amortization | 35,484 | 8,289 | 1,134 |
Total operating expenses | 5,227,545 | 1,464,923 | 406,010 |
Operating loss | (1,198,156) | (257,603) | (125,337) |
Interest expense | 7,956 | 0 | 0 |
Other income | (1,226) | 0 | 0 |
Loss before income taxes | (1,204,886) | (257,603) | (125,337) |
Income tax (benefit) expense | (26,521) | (9,161) | 0 |
Net loss | (1,178,365) | (248,442) | (125,337) |
Net earnings attributable to noncontrolling interests | (6,497) | 0 | 0 |
Net loss attributable to Bright Health Group, Inc. common shareholders | $ (1,184,862) | $ (248,442) | $ (125,337) |
Basic loss per share attributable to Bright Health Group, Inc. common shareholders (in dollars per share) | $ (3.02) | $ (1.82) | $ (0.93) |
Diluted loss per share attributable to Bright Health Groups, Inc. common shareholders (in dollars per share) | $ (3.02) | $ (1.82) | $ (0.93) |
Basic weighted-average common shares outstanding (in shares) | 392,243 | 136,193 | 134,486 |
Diluted weighted-average common shares outstanding (in shares) | 392,243 | 136,193 | 134,486 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (1,178,365) | $ (248,442) | $ (125,337) |
Other comprehensive (loss) income: | |||
Unrealized investment holding (losses) gains arising during the year, net of tax of $—, $—, and $—, respectively | (6,163) | 1,556 | 1,211 |
Less: reclassification adjustments for investment (losses) gains, net of tax of $—, $—, and $—, respectively | (402) | 112 | 38 |
Other comprehensive (loss) income | (5,761) | 1,444 | 1,173 |
Comprehensive loss | (1,184,126) | (246,998) | (124,164) |
Comprehensive income attributable to noncontrolling interests | (6,497) | 0 | 0 |
Comprehensive loss attributable to Bright Health Group, Inc. common shareholders | $ (1,190,623) | $ (246,998) | $ (124,164) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (PARENTHETICAL) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized investment holding (losses) gains arising during the year, tax | $ 0 | $ 0 | $ 0 |
Reclassification adjustments for investment (losses) gains, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | IPO | Common Stock | Common StockIPO | Additional Paid-In Capital | Additional Paid-In CapitalIPO | Retained Earnings (Deficit) | Retained Earnings (Deficit)Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2018 | 90,782,000 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ 444,690 | ||||||||||
Redeemable Preferred Stock | |||||||||||
Issuance of preferred stock (in shares) | 28,440,000 | ||||||||||
Issuance of preferred stock | $ 427,300 | ||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 119,222,000 | ||||||||||
Ending balance at Dec. 31, 2019 | $ 871,990 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 134,126,000 | ||||||||||
Beginning balance at Dec. 31, 2018 | (141,257) | $ (71) | $ 13 | $ 1,060 | $ (142,139) | $ (71) | $ (191) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (125,337) | (125,337) | |||||||||
Issuance and sale of common stock (in shares) | 1,383,000 | ||||||||||
Issuance and sale of common stock | 261 | $ 1 | 260 | ||||||||
Share-based compensation | 1,864 | 1,864 | |||||||||
Other comprehensive gain (loss) | 1,173 | 1,173 | |||||||||
Ending balance (in shares) at Dec. 31, 2019 | 135,509,000 | ||||||||||
Ending balance at Dec. 31, 2019 | $ (263,367) | $ 14 | 3,184 | (267,547) | 982 | 0 | |||||
Redeemable Preferred Stock | |||||||||||
Issuance of preferred stock (in shares) | 45,023,000 | ||||||||||
Issuance of preferred stock | $ 809,025 | ||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 164,244,893 | ||||||||||
Ending balance at Dec. 31, 2020 | $ 1,681,015 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (248,442) | (248,442) | |||||||||
Issuance and sale of common stock (in shares) | 2,154,000 | ||||||||||
Issuance and sale of common stock | 1,241 | 1,241 | |||||||||
Share-based compensation | 5,452 | 5,452 | |||||||||
Other comprehensive gain (loss) | $ 1,444 | 1,444 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 137,662,698 | 137,663,000 | |||||||||
Ending balance at Dec. 31, 2020 | $ (503,672) | $ 14 | 9,877 | (515,989) | 2,426 | 0 | |||||
Redeemable Preferred Stock | |||||||||||
Issuance of preferred stock (in shares) | 3,487,000 | ||||||||||
Issuance of preferred stock | $ 134,944 | ||||||||||
Conversion of preferred stock to common stock (in shares) | (167,732,000) | ||||||||||
Conversion of preferred stock to common stock | $ (1,815,959) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (1,184,862) | (1,184,862) | |||||||||
Conversion of preferred stock to common stock (in shares) | 427,897,000 | ||||||||||
Conversion of preferred stock to common stock | 1,815,959 | $ 43 | 1,815,916 | ||||||||
Issuance and sale of common stock (in shares) | 14,235,000 | 51,350,000 | |||||||||
Issuance and sale of common stock | 86,391 | $ 880,642 | $ 1 | $ 5 | 86,390 | $ 880,637 | |||||
Share-based compensation | 68,423 | 68,423 | |||||||||
Other comprehensive gain (loss) | (5,761) | (5,761) | |||||||||
Return of common stock from escrow settlement (in shares) | (2,522,000) | ||||||||||
Return of common stock from escrow settlement | $ (12,000) | (12,000) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 628,622,872 | 628,623,000 | |||||||||
Ending balance at Dec. 31, 2021 | $ 1,145,120 | $ 63 | $ 2,861,243 | $ (1,700,851) | $ (3,335) | $ (12,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (1,184,862) | $ (248,442) | $ (125,337) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 35,484 | 8,289 | 1,134 |
Share-based compensation | 68,423 | 5,452 | 1,864 |
Deferred income taxes | (25,654) | 0 | 0 |
Unrealized gain on equity securities | (80,231) | 0 | 0 |
Other, net | 20,254 | 2,667 | (1,331) |
Changes in assets and liabilities, net of acquired assets and liabilities: | |||
Accounts receivable | (32,941) | 24,631 | (201) |
Other assets | (143,463) | (44,061) | (8,788) |
Medical cost payable | 475,461 | 78,591 | 21,826 |
Risk adjustment payable | 742,075 | 100,974 | 70,137 |
Accounts payable and other liabilities | 192,611 | (3,962) | 25,553 |
Unearned revenue | 14,902 | 18,623 | 6,935 |
Net cash provided by (used in) operating activities | 82,059 | (57,238) | (8,208) |
Cash flows from investing activities: | |||
Purchases of investments | (1,017,588) | (916,823) | (300,325) |
Proceeds from sales, paydown, and maturities of investments | 926,901 | 463,887 | 238,330 |
Purchases of property and equipment | (30,414) | (6,474) | (793) |
Business acquisitions, net of cash acquired | (431,791) | (230,332) | (31,855) |
Net cash used in investing activities | (552,892) | (689,742) | (94,643) |
Cash flows from financing activities: | |||
Proceeds from issuance of preferred stock | 0 | 711,200 | 423,800 |
Proceeds from issuance of common stock | 11,390 | 1,241 | 260 |
Proceeds from short-term borrowings | 355,000 | 0 | 0 |
Repayments of short-term borrowings | (200,000) | 0 | 0 |
Payments for debt issuance costs | (3,391) | 0 | 0 |
Proceeds from IPO | 887,328 | 0 | 0 |
Payments for IPO offering costs | (6,686) | 0 | 0 |
Net cash provided by financing activities | 1,043,641 | 712,441 | 424,060 |
Net increase (decrease) in cash and cash equivalents | 572,808 | (34,539) | 321,209 |
Cash and cash equivalents – beginning of year | 488,371 | 522,910 | 201,701 |
Cash and cash equivalents – end of year | 1,061,179 | 488,371 | 522,910 |
Supplemental disclosures of cash flow information: | |||
Changes in unrealized (loss) gain on available-for-sale securities in OCI | (5,761) | 1,444 | 1,173 |
Cash paid for interest | 4,592 | 0 | 0 |
Supplemental schedule of non-cash activities: | |||
Redeemable convertible preferred stock issued for acquisitions | 134,944 | 97,825 | 3,500 |
Contingent consideration | (4,221) | 0 | 5,716 |
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | $ 1,815,916 | $ 0 | $ 0 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND OPERATIONS | ORGANIZATION AND OPERATIONS Organizational Structure: Bright Health Group, Inc. and subsidiaries (collectively, “Bright Health,” “we,” “our,” “us,” or the “Company”) i s 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: NeueHealth and Bright HealthCare. Through NeueHealth, we deliver high-quality virtual and in-person clinical care to patients under value-based contracts through our owned and affiliated primary care clinics. Through Bright HealthCare, we offer Commercial and Medicare health plan products to consumers in 14 states and 99 markets. Bright HealthCare acquired Brand New Day on April 30, 2020, True Health New Mexico on March 31, 2021 and Central Health Plan of California on April 1, 2021. NeueHealth acquired Premier Medical Associates of Florida on December 31, 2020, Zipnosis on March 31, 2021 and Centrum on July 1, 2021. Refer to Note 3, Business Combinations , for more information. Stock Split: On June 2, 2021, we effected a stock split of the Company’s common stock on a 1-for-3 basis (the “Stock Split”). In connection with the Stock Split, the conversion rate for the Company’s preferred stock was proportionately adjusted such that the common stock issuable upon conversion of such preferred stock was increased in proportion to the Stock Split. Accordingly, all common stock share and per share amounts for all periods presented in these consolidated financial statements have been retroactively adjusted to reflect this Stock Split. Initial Public Offering: On June 28, 2021, we completed our IPO in which we issued and sold 51,350,000 shares of common stock, par value $0.0001 per share, at an offering price of $18.00 per share. We received net proceeds of $887.3 million from the sale of our common stock, after deducting underwriting discounts and commissions of $37.0 million. We used a portion of the net proceeds from our IPO to repay in full our outstanding borrowings under our revolving credit facility as of the IPO date, as well as to fund the acquisition of Centrum. Refe r to Note 3, Business Combinations , and Note 9, Short-Term Borrowings, for more information. The Company’s Common Stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “BHG”. We incurred $6.7 million of deferred offering costs consisting primarily of accounting, legal and other fees related to our IPO, which were recorded against IPO proceeds within additional paid-in capital upon closing of our IPO. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The consolidated financial statements include the accounts of Bright Health Group, Inc. and all subsidiaries and controlled companies. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions are eliminated upon consolidation. Use of Estimates: The preparation of our consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the 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 and valuation and impairment of goodwill and other intangible assets. Actual results could differ from these estimates. Business Combinations: We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within operating costs. Revenue Recognition: Premium revenue includes revenue derived from insurance contracts of Bright HealthCare, within the scope of FASB Accounting Standard Codification (“ASC”) 944, Financial Services - Insurance , as well as revenue earned by NeueHealth under capitated agreements recorded in accordance with ASC 606, Revenue from Contracts With Customers . Premium revenue is recognized in the period for which services are covered. Individual policies can be terminated by a consumer without advance notice to the Company. Consumers that have unpaid premium balances for the coverage period are subject to certain termination requirements depending on whether the premium is subsidized or nonsubsidized by CMS. The Company estimates the portion of unpaid balances that will not be collected from consumers and records an allowance accordingly. 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 was $931.2 million and $187.8 million at December 31, 2021 and 2020, respectively. Premium revenue under the MA program includes CMS monthly premiums that are risk adjusted based on CMS defined formulas using consumer demographics and hierarchical condition category codes (“HCC risk scores”) calculated based on historical data submitted to CMS on a lagged basis. RAF-related premiums settle between CMS and the Company during both a midyear and final reconciliation process. Due to the lagged nature of the reconciliation and settlement, RAF-related premiums are estimated based on the lagged information that we submitted to CMS. The accuracy of the data submissions to CMS used in the RAF reconciliation are subject to CMS audit under the RADV audits and could result in future adjustments to premiums. As of December 31, 2021 and 2020, our MA risk adjustment receivable was $75.3 million and $40.6 million, respectively, recorded in accounts receivable. The Company, in conjunction with the MA program, covers prescription drug benefits under the Medicare Prescription Drug Benefit (Medicare Part D) program. Premium revenue includes CMS monthly premiums, consumer premium and CMS low-income premium subsidy for our insurance risk coverage. Premiums are recognized ratably over the period in which eligible individuals are entitled to receive covered benefits. Our monthly payment from CMS includes prospective subsidies to cover catastrophic reinsurance and low-income cost subsidies, and the Medicare Part D coverage gap discount that the Company must cover at the point-of-sale for prescription drugs. We are not at risk for these portions of the Medicare Part D benefit design. We account for these CMS-provided subsidies and related costs on the Consolidated Balance Sheets and ultimately settle with CMS and pharmaceutical companies during the final Medicare Part D reconciliation subsequent to the plan year. As of December 31, 2021 and 2020, we had receivables of $24.1 million and $6.6 million, respectively, recorded as prepaid and other current assets, and payables of $9.8 million and $0.5 million, respectively, recorded as other current liabilities related to these programs. Our Medicare Part D premiums are subject to risk sharing with CMS under the risk corridor provisions. The risk corridor provisions compare costs targeted in our annual bid to actual prescription drug costs incurred. Our profit or loss is shared with or covered by CMS depending on the relative position within the risk corridor band. Changes in the risk corridor payable or receivable are recognized in premium revenue. As of December 31, 2021, we had a risk corridor payable of $4.1 million, which is included in other current liabilities. We had no material risk corridor receivable or payable as of December 31, 2020. Additionally, our individual policy premiums, MA and Medicare Part D prescription drug plans are subject to MLR requirements under the ACA. Plans with medical loss ratios that fall below certain targets are required to rebate ratable portions of premiums annually. As of December 31, 2021, we had MLR rebates payable of $1.1 million, which are included in other current liabilities. We had no rebates payable as of December 31, 2020. As part of our NeueHealth business, we are party to capitation arrangements that generate capitated revenue in the form of a predetermined per member per month fee in exchange for providing all defined healthcare services needed by an eligible member of the health plan, that is the other party to the arrangement. Per ASC 606, Revenue from Contracts With Customers , the capitated revenue and corresponding medical costs are presented gross as we are acting as a principal in these arrangements, bearing the primary responsibility for the delivery of the defined healthcare services and directing the performance of care activities in the fulfillment of our obligation. We generate service revenue from providing primary care services to patients in our medical clinics. Our service revenues include net patient service revenues that we bill the consumer or their insurance plan on a fee-for-service basis. We recognize revenue as medical services are rendered. Unearned Revenue: Payments received prior to the date of coverage are recorded as unearned revenue. Medical Costs and Medical Costs Payable: Medical costs payable on the Consolidated Balance Sheets consists primarily of the liability for claims processed but not yet paid, estimates for claims received but not yet processed, estimates for the costs of health care services that enrollees have received but for which claims have not yet been submitted, capitation payable to providers and liabilities for physician, hospital and other medical cost disputes. The estimates for IBNR claims, which includes estimates for claims which have not been received or fully processed, are developed using an actuarial process that is consistently applied and centrally controlled. The actuarial models consider factors such as historical submission and payment data, cost trends, customer and product mix, seasonality, utilization of health care services, contracted service rates and other relevant factors. In developing our medical costs payable estimates, we apply different estimation methods depending on the month for which incurred claims are being estimated. For the most recent months, we estimate claim costs incurred by applying observed medical cost trend factors to the average per consumer per month medical costs incurred in prior months for which more complete claim data is available, supplemented by a review of near-term completion factors. For months prior to the most recent months, we apply the completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months. These estimates may change as actuarial methods change or as underlying facts upon which the estimates are based change. Management believes the amount of medical costs payable is the best estimate of our liability as of December 31, 2021; however, actual payments may differ from those established estimates. Note 8, Medical Costs Payable , discusses the development of paid and incurred claims and provides a rollforward of medical costs payable. We contract with hospitals, physicians and other providers of health care primarily within our exclusive provider networks under discounted fee-for-service arrangements, including case rates and hospital per diems, and capitated agreements to provide medical care to enrollees. Dental, vision, and other supplemental medical services are provided to consumers under capitated arrangements, and these providers are at risk for the cost of medical care services provided to our enrollees; however, we are ultimately responsible for the provision of services should the capitated provider be unable to provide the contracted services. Quality incentive and shared savings payables to providers are calculated under the contractual terms of each respective agreement. Medical costs payable included $13.9 million and $9.6 million under these contracts at December 31, 2021 and 2020, respectively. We estimated a claims adjustment expense liability of $14.1 million and $2.5 million as of December 31, 2021 and 2020, respectively, based on the terms of the contract held with the third-party claims administrator. Cash and Cash Equivalents: Cash and cash equivalents include cash and investments with original maturities of three months or less when purchased. Investments : We invest in equity securities and debt securities of the U.S. government and other government agencies, corporate investment grade, money market funds and various other securities. We determine the appropriate classification of investments at the time they are acquired and evaluate the appropriateness of such classifications at each balance sheet date. We classify our investments in individual debt securities as available-for-sale securities or held-to-maturity securities. All available-for-sale investments maturing less than one year from the statement date that management intends to liquidate within the next year are reflected as short-term investments. Available-for-sale investments with a maturity date greater than one year are classified as long-term investments. All available-for-sale investments are measured and carried at fair value. Changes in unrealized holding gains and losses on available-for-sale securities are reflected in other comprehensive income (loss). Equity investments are classified as short-term investments and measured and carried at fair value. The changes in fair value of our equity securities are reflected in investment income within our Consolidated Statements of Income (Loss). Realized gains and losses for all investments are included in investment income. The basis for determining realized gains and losses is the specific-identification method. Interest on debt securities is recognized in investment income when earned. Premiums and discounts are amortized/accreted using methods that result in a constant yield over the securities’ expected lives. Prior to 2020, we applied the other-than-temporary impairment (“OTTI”) model for securities in an unrealized loss position, which did not result in any material impairments for the year ended December 31, 2019. Beginning January 1, 2020, we adopted the new current expected credit losses (“CECL”) model. The CECL model retained many similarities from the previous OTTI model, except it eliminated the length of time over which the fair value had been less than cost from consideration in the impairment analysis. Also, under the CECL model, expected losses on available-for-sale debt securities are recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the securities. For debt securities whose fair value is less than their amortized cost which we do not intend to sell or are not required to sell, we evaluate the expected cash flows to be received as compared to amortized cost and determine if an expected credit loss has occurred. In the event of an expected credit loss, only the amount of the impairment associated with the expected credit loss is recognized in income with the remainder, if any, of the loss recognized in other comprehensive income (loss). To the extent we have the intent to sell the debt security, or it is more likely than not we will be required to sell the debt security, before recovery of our amortized cost basis, we recognize an impairment loss in income in an amount equal to the full difference between the amortized cost basis and the fair value. Potential expected credit loss impairment is considered using a variety of factors, including the extent to which the fair value has been less than cost; adverse conditions specifically related to the industry, geographic area or financial condition of the issuer or underlying collateral of a debt security; changes in the quality of the debt security's credit enhancement; payment structure of the debt security; changes in credit rating of the debt security by the rating agencies; failure of the issuer to make scheduled principal or interest payments on the debt security and changes in prepayment speeds. For debt securities, we take into account expectations of relevant market and economic data. We estimate the amount of the expected credit loss component of a debt security as the difference between the amortized cost and the present value of the expected cash flows of the security. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase. The expected credit loss cannot exceed the full difference between the amortized cost basis and the fair value. Accrued interest receivable relating to our debt securities is presented within prepaids and other current assets in the accompanying Consolidated Balance Sheets. We do not measure an allowance for credit losses on accrued interest receivable. We recognize interest receivable write offs as a reversal of interest income. No accrued interest was written off during the years ended December 31, 2021 and 2020. Credit Risk Concentration: We maintain cash in bank accounts that frequently exceed federally insured limits. To date, we have not experienced any losses on such accounts. Restricted Investments and Statutory Deposits: We hold pledged certificates of deposit for certain vendors and lease requirements. Restricted investments are carried at amortized cost. At December 31, 2021 and 2020, pledged certificates of deposit totaled $1.4 million and $1.1 million, respectively, and are included in short-term investments in the Consolidated Balance Sheets. The regulated insurance entities of Bright Health are required to, among other things, hold certain statutory deposits and comply with certain minimum capital requirements, such as risk-based capital requirements, under applicable state regulations, as further described in Note 15, Commitments and Contingencies . Statutory deposits are classified as held-to-maturity investments and are carried at cost. The Company’s regulated legal entities held the required deposit amounts at December 31, 2021 and 2020, totaling $8.0 million and $7.0 million, respectively. The statutory deposits are principally held in U.S. Treasury securities within a custodial or controlled account with a custodial trustee and are included primarily in short-term investments and long-term investments, consistent with classification of other similar invested assets, in the Consolidated Balance Sheets. Accounts Receivable, Net of Allowance: Accounts receivable include unpaid health insurance premiums from consumers and government sponsors. Balances are carried at original invoice amount less an estimate made for doubtful accounts based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition and credit history, and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Reinsurance Recoveries: We seek to limit the risk of loss on insurance contracts through the use of reinsurance agreements. These agreements do not relieve us of our primary obligation to policyholders. We have an agreement with Swiss Re Life & Health America, Inc. (“Swiss Re”) in which Swiss Re provides excess loss reinsurance coverage to the Company on individuals covered under our individual and small group policies. Effective January 1, 2021 we entered an agreement with RGA Reinsurance Company (“RGA”)(“Barbados”) in which RGA provides loss reinsurance coverage to the Company on individuals covered under our MA polices. We have a quota share agreement with RGA, an alien unauthorized reinsurer, which cedes proportional percentages of premiums and medical costs of covered business of the Company, with the difference as an experience refund of ceded premiums, less a ceding fee paid to the reinsurer. Coverage includes comprehensive individual commercial policies in Colorado, Nebraska, Oklahoma and Florida. Effective January 1, 2021, we entered into a quota share agreement with the Canada Life Assurance Company (“CLAUS”), an alien unauthorized reinsurer, which cedes proportional percentages of premiums and medical costs of covered business of the Company, with the difference as an experience refund of ceded premiums, less a ceding fee paid to the reinsurer. Coverage includes comprehensive individual commercial policies in Florida. Deposit accounting is used for this arrangement and only ceding fees are recognized in the Consolidated Statements of Income (Loss) for the years ended December 31, 2021 and 2020, respectively. Effective January 1, 2020, the state of Colorado instituted its own reinsurance program in which insurers are reimbursed at varying coinsurance rates based on the rating area of its consumers for the consumers’ aggregate claims between the attachment point and program maximum. Receivables from reinsurers under these agreements totaled $91.5 million and $26.9 million as of December 31, 2021 and 2020, respectively, and are recorded in prepaids and other current assets in the Consolidated Balance Sheets. Payables for reinsurance premiums and ceding fees of $9.8 million and $2.4 million are recorded as other current liabilities in the Consolidated Balance Sheets as of December 31, 2021 and 2020, respectively. Net reinsurance recoveries of $19.2 million; $4.0 million; and $5.9 million were recorded as a reduction of medical costs in the Consolidated Statements of Income (Loss) for the years ended December 31, 2021, 2020, and 2019, respectively. In addition, quota share ceding fees and reimbursable administrative expenses under reinsurance contracts recorded as operating costs in the Consolidated Statements of Income (Loss) totaled $8.8 million; $1.5 million; and $0.7 million for the years ended December 31, 2021, 2020, and 2019 respectively. Provider Risk Sharing: Our MA insurance business in California maintains a risk-sharing program with contracted primary care providers and hospitals. Additionally, agreements between our provider practices and insurers contain risk-sharing provisions based on the terms of the contracts. Additional revenues which we estimate to be earned or payments we expect to make under these arrangements are recorded in prepaids and other current assets or medical costs payable, respectively, in the Consolidated Balance Sheets. Risk sharing payables of $40.5 million and $7.4 million for our MA insurance business in California and risk-sharing receivables of $5.9 million and $4.7 million for agreements between our provider practices and insurers were recorded as of December 31, 2021 and 2020, respectively. Premium Deficiency Reserve: Premium deficiency reserve liabilities are established when it is probable that expected future claims and maintenance expenses will exceed future premium and reinsurance recoveries on existing medical insurance contracts, including consideration of investment income. We assess if a PDR liability is needed through review of current results and forecasts. For purposes of determining premium deficiency losses, contracts are grouped consistent with our method of acquiring, servicing, and measuring the profitability of such contracts. As of December 31, 2021, we accrued a PDR liability of $102.8 million in other current liabilities. There was no PDR accrual as of December 31, 2020. Prepaids and Other Current Assets: Prepaids and other current assets primarily include prepaid operating expenses, pharmacy rebates receivable and, as of December 31, 2020, the escrow receivable related to business acquisitions as further described in Note 3, Business Combinations . Property, Equipment and Capitalized Software: Property, equipment and capitalized software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful life, ranging from 3 to 10 years. Leasehold improvements are depreciated over the shorter of the lease term or their useful life. We capitalize costs incurred related to certain software projects for internal use incurred during the application development stage. Costs related to planning activities and post implementation activities are expensed as incurred. Impairment of Long-Lived Assets: Property, equipment, capitalized software and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When evaluating long-lived assets with impairment indicators for potential impairment, we first compare the carrying value of the asset to its estimated undiscounted future cash flows. If the sum of the estimated undiscounted future cash flows is less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. There was no impairment of long-lived assets for the years ended December 31, 2021, 2020 and 2019. Operating Leases: We lease facilities and equipment under long-term operating leases that are non-cancelable and expire on various dates. At the lease commencement date, lease right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. We include options to extend or terminate an operating lease in the measurement of the ROU asset and lease liability when it is reasonably certain that such options will be exercised. For operating leases, the liability is amortized using the effective interest method and the asset is reduced in a manner so that rent is expensed on a straight-line basis, with all cash flows included within operating activities in the Consolidated Statements of Cash Flows. Rent expense for operating leases is recognized on a straight-line basis over the lease term, net of any applicable lease incentives. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. When an interest rate is not implicit in a lease, we utilize our incremental borrowing rate for a period that closely matches the lease term. We determine our incremental borrowing rate as the interest rate needed to finance a similar asset over a similar period of time as the lease term. Our ROU assets are included in other non-current assets, and lease liabilities are included in other current liabilities and other liabilities in the Consolidated Balance Sheets. We have elected the short-term lease exception for all classes of assets and do not apply recognition requirements for leases of 12 months or less. Expense related to short-term leases of 12 months or less is recognized on a straight-line basis over the lease term. See Note 15, Commitments and Contingencies , for additional information on our operating leases. Goodwill and Other Intangible Assets: Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. We test goodwill for impairment annually at the beginning of the fourth quarter or whenever events or circumstances indicate the carrying value may not be recoverable. We test for goodwill impairment at the reporting unit level. Reporting units are determined by identifying components of operating segments which constitute businesses for which discrete financial information is available and regularly reviewed by segment management. We have three reporting units – Bright Healthcare Commercial, Bright Healthcare MA, and NeueHealth – with goodwill allocated to all of the reporting units. Our goodwill impairment testing involves a multi-step process. We may first assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. We may also elect to skip the qualitative assessment and proceed directly to the quantitative testing. When performing the quantitative testing, we calculate the fair value of the reporting unit and compare it with its carrying value, including goodwill. We estimate the fair values of our reporting units using a combination of discounted cash flows and comparable market multiples, which include assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including assumptions about revenue growth rates, medical cost ratios, operating costs, capital requirements and income taxes), long-term growth rates for determining terminal value beyond the discretely forecasted periods and discount rates. If the fair value of the reporting unit is greater than its carrying value, no goodwill impairment is recognized. If the carrying value of the reporting unit is less than its calculated fair value, we recognize an impairment equal to the difference between the carrying value of the reporting unit and its calculated fair value. There was no goodwill impairment during the years ended December 31, 2021, 2020, and 2019. Our valuation of identifiable intangible assets acquired is based on information and assumptions available to us at the time of acquisition, using income and market approaches to determine fair value, as appropriate. Intangible assets are amortized over their estimated useful lives using the straight-line method. We evaluate the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Operating Costs: Operating costs are recognized as incurred and relate to selling, general and administrative costs not related to medical costs. Additionally, the expense from the change in our PDR liability is included in operating costs. Policy acquisition costs, other than capitalized broker commissions, are expensed in the period incurred. Our operating costs, by functional classification for the years ended December 31, 2021, 2020 and 2019, are as follows (in thousands) : 2021 2020 2019 Compensation and fringe benefits $ 348,240 $ 133,009 $ 50,325 Professional fees 200,189 78,740 40,601 Marketing and selling expenses 287,755 96,942 49,711 Premium taxes and fees 170,458 40,599 15,475 Premium deficiency reserve 102,785 — — General and administrative expenses 77,930 37,629 13,296 Other operating expenses 51,030 22,415 11,081 Total operating costs $ 1,238,387 $ 409,334 $ 180,489 Share-Based Compensation: We recognize compensation expense for share-based awards, including stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) and restricted stock awards (“RSAs”) on a straight-line basis over the related service period (generally the vesting period) of the award. Compensation expense related to stock options is based on the fair value on the date of grant, which is estimated using a Black-Scholes option valuation model. The fair value of RSUs is determined based on the closing market price of our common stock on the date of grant and the fair value of PSUs is determined using a Monte-Carlo simulation. Share-based compensation expense is recognized in operating costs in the Consolidated Statements of Income (Loss). Contingent Consideration: As part of the consideration in the acquisition of AMD, we are required to make a performance-based payment equal to 15% of AMD’s earnings before interest, taxes, depreciation and amortization for the calendar year ending December 31, 2023, adjusted per the terms of the contract, multiplied by eight. We remeasure the fair value of the earnout liability at each reporting period based on our current estimates of the expected future financial performance of the business. The fair value of the earnout liability was $1.5 million and $5.7 million at December 31, 2021 and 2020, and is recorded in other liabilities on the Consolidated Balance Sheets. Changes in the fair value of the earnout liability are recognized in the Consolidated Statements of Income (Loss). We recognized a gain of $4.2 million in operating costs in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021. We did not recognize any gain or loss based on changes in fair value for the years ended December 31, 2020 and 2019. Income Taxes: The federal income tax returns of Bright Health are completed as a consolidated return. A tax-sharing agreement allocates the consolidated federal tax liability to each company in proportion to the tax liability that would have resulted for each company if computed on a separate return basis. Deferred taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% li |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Centrum Acquisition: On July 1, 2021, we acquired 75% of the outstanding equity interests of Centrum for cash consideration of $222.4 million and $75.0 million of common stock, for total purchase consideration of $296.2 million, net of $1.2 million of cash acquired. Centrum is a value-based primary care focused, multi-specialty medical group based in Florida. Centrum operates health centers in Florida, Texas and North Carolina serving Commercial, Medicare, and Medicaid consumers across multiple payors. Centrum is included in our NeueHealth reportable segment. Transaction costs of $1.0 million incurred in connection with the acquisition are included in operating costs in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021. The total preliminary purchase consideration for the Centrum acquisition is allocated to tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The excess of the purchase price over the net assets acquired is recorded as goodwill, which is predominantly attributable to the incremental financial benefits achievable through Bright Health Group’s integrated care delivery model, whereby Bright HealthCare members are cared for under value-based arrangements with Centrum. This model brings together the financing, distribution, and delivery of high-quality healthcare and provides the opportunity to enhance overall margin potential for the Company. The goodwill from the Centrum acquisition is expected to be deductible for tax purposes. The following table discloses the preliminary estimated fair values of assets and liabilities acquired by the Company in the Centrum acquisition (in thousands) : Accounts receivable $ 1,874 Prepaids and other current assets 627 Property and equipment 2,557 Intangible assets 102,370 Other assets 8,917 Total assets 116,345 Medical payables 19 Accounts payable 359 Other current liabilities 861 Other liabilities 11,636 Total liabilities 12,875 Net identified assets acquired 103,470 Goodwill 275,066 Redeemable noncontrolling interest (82,310) Total purchase consideration $ 296,226 The preliminary fair values of acquired assets and liabilities assumed represent management’s estimate of fair value and are subject to change if additional information, such as post-close working capital adjustments, becomes available. The fair values of the redeemable noncontrolling interest changed from previous disclosure with the adjustment resulting in an equivalent change to the goodwill assigned to Centrum. Our preliminary estimate of intangible assets related to the Centrum acquisition consists of trade names with a 15-year useful life, customer relationships with 2- to 15-year useful lives, and a reacquired contract between Bright HealthCare and Centrum with a useful life of 4.5 years. The value of the trade name was determined using the relief of royalty method and the excess earnings method was used to value the customer relationships; both methods are considered Level 3 fair value measurements. The fair value of noncontrolling interest was determined using a market approach and included a discount to account for the lack of marketability of the noncontrolling interest. The acquisition of Centrum would not have had a material impact on our revenue or net loss had it been included in the consolidated results of the Company for the years ended December 31, 2021 and 2020. Central Health Plan Acquisition: On April 1, 2021, we acquired all of the outstanding shares of CHP for cash consideration of $276.0 million, $79.8 million in Series E preferred stock and $12.9 million of estimated working capital adjustments, for total purchase consideration of $271.7 million, net of $84.1 million of cash acquired. CHP is an insurance provider of MA HMO services. CHP is included in our Bright HealthCare reportable segment. Transaction costs of $0.2 million incurred in connection with the acquisition are included in operating costs in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021, out of $1.4 million of total transaction cost s we have incurred. The total preliminary purchase consideration for the CHP acquisition is allocated to tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The excess of the purchase price over the net assets acquired is recorded as goodwill. The goodwill for CHP is attributable to synergies from leveraging CHP’s clinical model and California consumer expertise to continue to expand our MA business in the California market. The goodwill is not deductible for tax purposes. The following table discloses the preliminary estimated fair values of assets and liabilities acquired by the Company in the CHP acquisition, as well as measurement adjustments made during the year ended December 31, 2021 to the amounts previously reported (in thousands) : Amount Recognized as of Measurement Amounts Recognized as of Accounts receivable $ 16,361 $ 879 $ 17,240 Short-term investments 19,041 — 19,041 Prepaids and other current assets 25,520 10 25,530 Property and equipment 370 — 370 Intangible assets 102,000 — 102,000 Other assets — 1,249 1,249 Total assets 163,292 2,138 165,430 Medical costs payable 79,450 (2,771) — 76,679 Accounts payable 2,371 — 2,371 Other current liabilities 17,212 (9,229) 7,983 Other liabilities 28,622 (2,347) 26,275 Total liabilities 127,655 (14,347) 113,308 Net identified assets acquired 35,637 16,485 52,122 Goodwill 236,037 (3,595) 232,442 Total purchase consideration $ 271,674 $ 12,890 $ 284,564 The measurement period adjustments above primarily resulted from obtaining additional information for the valuation of deferred taxes included in other liabilities, to estimate the fair value of the right-of-use lease asset and liability included within other assets and other liabilities, and to recognize post-close working capital true-ups based on additional information. The preliminary fair values of acquired assets and liabilities assumed represent management’s estimate of fair value and are subject to change if additional information, such as post-close working capital adjustments, becomes available. Our preliminary estimate of intangible assets related to the CHP acquisition consists of customer relationships with a 10-year useful life, trade names with a 15-year useful life and the provider network with a 7-year useful life. The value of the trade name was determined using the relief from royalty method and the excess earnings method was used to value the customer relationships; both methods are considered Level 3 fair value measurements. The following pro forma financial information presents our revenue and net loss as if CHP had been included in the consolidated results of the Company for the years ended December 31, 2021 and 2020 (in thousands) : Pro Forma Consolidated Statements of Income (Loss) (Unaudited) Year Ended December 31, 2021 2020 Revenue $ 4,158,259 $ 1,766,527 Net Loss (1,173,453) (221,023) True Health New Mexico and Zipnosis Acquisitions: On March 31, 2021, we acquired all of the outstanding equity interests of THNM for cash consideration of $27.5 million, net of cash acquired of $24.1 million, for total purchase consideration of $3.4 million. THNM is a physician-led health insurance company offering policies available through the commercial market for individual on- and off-exchange and employer-sponsored health coverage. THNM is included in our Bright HealthCare reportable segment. In addition, on March 31, 2021, we acquired Zipnosis, which is a telehealth platform that offers virtual care to health systems around the U.S., for aggregate consideration of $73.0 million, including $55.1 million in Series E preferred stock and adjusted for $0.5 million of tangible net equity adjustments. We acquired $3.2 million of cash as part of the Zipnosis acquisition, for net total purchase consideration of $69.8 million. Zipnosis is included in our NeueHealth reportable segment. Transaction costs of $0.5 million incurred in connection with these acquisitions are included in operating costs in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021. The total preliminary purchase consideration for the THNM and Zipnosis acquisitions is allocated to tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The excess of the purchase price over the net assets acquired is recorded as goodwill. The goodwill for THNM is attributable to synergies from leveraging THNM’s strong local clinical model of care and the ability to enter into a new state of strategic interest for future growth and expansion. The goodwill from the Zipnosis acquisition is attributable to benefits from the ability to enhance our proprietary technology platform, DocSquad, and Zipnosis’ attractive virtual care capabilities to enhance Bright Health’s consumer and provider connectivity. The goodwill from the THNM and Zipnosis acquisitions is not deductible for tax purposes. The following table discloses the preliminary estimated fair values of assets and liabilities acquired by the Company in the THNM and Zipnosis acquisitions (in thousands) : THNM Zipnosis Accounts receivable $ 714 $ 1,062 Short-term investments 4,705 — Prepaids and other current assets 8,337 141 Property and equipment — 232 Intangible assets 7,300 9,180 Long-term investments 13,644 — Other non-current assets 1,324 766 Total assets 36,023 11,381 Medical costs payable 13,268 — Accounts payable 14,663 136 Unearned revenue 3,645 120 Other current liabilities 2,682 665 Other liabilities 2,499 2,730 Total liabilities 36,757 3,651 Net identified assets acquired (733) 7,730 Goodwill 4,148 62,067 Total purchase consideration $ 3,415 $ 69,797 The preliminary fair values of acquired assets and liabilities assumed represent management’s estimate of fair value and are subject to change if additional information, such as post-close working capital adjustments, becomes available. The fair values of certain assets and liabilities have changed from previous disclosure. We obtained additional information on the fair value of THNM’s short-term and long-term investments resulting in a change in the net identified assets acquired and valuation of goodwill assigned to THNM. Additionally, we updated the fair value of Zipnosis’ intangible assets based on the methodologies described below. Our preliminary estimate of intangible assets related to the THNM acquisition consists of customer relationships with 10-to 14-year useful lives, trade names with a 15-year useful life and the provider network with a 7-year useful life. For the Zipnosis acquisition, our preliminary estimate of intangible assets consists of customer relationships with a 15-year useful life, trade names with a 5-year useful life and developed technology with a 7-year useful life. For these acquisitions the value of the trade names and developed technology was determined using the relief from royalty method and the excess earnings method was used to value the customer relationships; both methods are considered Level 3 fair value measurements. The following pro forma financial information presents our revenue and net loss as if THNM and Zipnosis had been included in the consolidated results of the Company for the years ended December 31, 2021 and 2020 (in thousands) : Pro Forma Consolidated Statements of Income (Loss) (Unaudited) Year Ended December 31, 2021 2020 Revenue $ 4,077,288 922,457 Net Loss $ (1,186,833) (27,133) PMA Acquisition: On December 31, 2020, we acquired a 62% controlling interest in PMA in exchange for $59.6 million in cash and $17.8 million in Bright Health Series E preferred stock for total purchase consideration transferred, net of cash acquired of $3.2 million, of $74.2 million. PMA provides care services to Medicare and Medicaid patients in Florida through a network of primary care providers and population health-focused specialists. Transaction costs of $0.7 million incurred in connection with the acquisition are included in operating costs in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021. If PMA had been included in the consolidated results of the Company for the year ended December 31, 2020, our pro forma revenue would have been $1.3 billion, and our pro forma net loss would have been $(239.9) million. The total purchase consideration for the PMA acquisition was allocated to tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill is attributable to benefits from the ability to enhance our clinical capabilities to better serve enrollees as part of our Florida market expansion. The full amount of goodwill from the PMA acquisition is expected to be deductible for tax purposes. The following table discloses the fair values of assets and liabilities acquired by the Company in the PMA acquisition (in thousands) : Accounts receivable $ 10,238 Prepaids and other current assets 76 Property and equipment 1,071 Intangible assets 66,300 Other non-current assets 6,468 Total Assets 84,153 Medical costs payable 6,973 Other current liabilities 3,004 Other liabilities 5,534 Total liabilities 15,511 Net identified assets acquired 68,642 Goodwill 45,142 Redeemable noncontrolling interest (39,600) Total purchase consideration $ 74,184 We recognized intangible assets related to the PMA acquisition, which consist of the PMA trade name of $5.8 million with an estimated useful life of 15 years and customer relationships valued at $60.5 million with 7 to 10 year useful lives. The value of the trade name was determined using the relief from royalty method and the excess earnings method was used to value the customer relationships, both approaches are considered Level 3 fair value measurements. The fair value of the noncontrolling interest was determined using an income approach and market approach and included a discount to account for the lack of marketability of the noncontrolling interest shares. BND Acquisition: On April 30, 2020, we acquired all of the outstanding shares of BND. BND is a leader in providing healthcare services in California and serves Medicare eligible seniors and special needs populations through their extensive network of primary care providers and specialists. BND combines analytics and evidence-based clinical programs with aligned provider relationships to provide high quality, affordable care for complex and vulnerable populations. The total consideration included $206.9 million in cash and $80.0 million in Bright Health Series D preferred stock. We have since applied indemnity escrow adjustments of $44.0 million to the acquisition price, bringing total consideration to $210.1 million, net of cash acquired of $32.8 million. Transaction costs of $3.8 million incurred in connection with the acquisition are included in operating costs in the Consolidated Statements of Income (Loss) for the year ended December 31, 202 0. If BND had been included in the consolidated results of the Company for the year ended December 31, 2020, our pro forma revenue would have been $1.4 billion, and our pro forma net loss would have been $(264.4) million. The total purchase consideration for the BND acquisition was allocated to tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill is attributable to synergies from leveraging BND’s strong clinical model of care to drive growth in our MA business outside of California. The goodwill from the BND acquisition is not deductible for tax purposes. The following table discloses the fair values of assets and liabilities acquired by the Company in the BND acquisition, as well as measurement adjustments made during the year ended December 31, 2021 to the amounts initially recorded in 2020 (in thousands) : Amount Recognized as of Measurement Amounts Recognized as of Accounts receivable $ 74,128 $ — $ 74,128 Prepaid and other currents assets 30,583 — 30,583 Property and equipment 4,375 — 4,375 Intangible assets 72,600 1,900 74,500 Other non-current assets 2,906 — 2,906 Total assets 184,592 1,900 186,492 Medical costs payable 119,408 — 119,408 Other current liabilities 42,356 174 42,530 Other liabilities 10,624 108 10,732 Total liabilities 172,388 282 172,670 Net identified assets acquired 12,204 1,618 13,822 Goodwill 197,886 (1,618) 196,268 Total purchase consideration $ 210,090 $ — $ 210,090 The measurement period adjustments above primarily resulted from completing valuations for certain intangible assets. The related impact to net earnings that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date is immaterial to the consolidated financial statements. We recognized intangible assets related to the BND acquisition, which consist of $25.6 million for the BND trade name with an estimated useful life of 15 years, customer relationships valued at $46.9 million with a 12-year useful life, and $2.0 million of other intangibles related to the provider network with a 10-year useful life. The value of the trade name was determined using the relief from royalty method and the excess earnings method was used to value the customer relationships; both methods are considered Level 3 fair value measurements. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS Fixed Maturity Securities Available-for-sale securities are reported at fair value as of December 31, 2021 and 2020. Held-to-maturity securities are reported at amortized cost as of December 31, 2021 and 2020. The following is a summary of our investment securities as of December 31 (in thousands) : 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 192,623 $ — $ — $ 192,623 Available for sale: U.S. government and agency obligations 311,936 259 (2,200) 309,995 Corporate obligations 313,965 326 (1,104) 313,187 State and municipal obligations 16,122 33 (38) 16,117 Certificates of deposit 18,752 — — 18,752 Mortgage-backed securities 38,558 63 (67) 38,554 Other 42,889 13 (30) 42,872 Total available-for-sale securities 742,222 694 (3,439) 739,477 Held to maturity: U.S. government and agency obligations 7,739 — — 7,739 Certificates of deposit 1,447 — — 1,447 Total held-to-maturity securities 9,186 — — 9,186 Total investments $ 944,031 $ 694 $ (3,439) $ 941,286 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 153,743 $ — $ (3) $ 153,740 Available for sale: U.S. government and agency obligations 291,834 1,246 (1) 293,079 Corporate obligations 280,557 1,104 (30) 281,631 State and municipal obligations 18,459 107 — 18,566 Commercial paper 14,990 1 — 14,991 Certificates of deposit 53,504 2 (1) 53,505 Other 5,534 2 — 5,536 Total available-for-sale securities 664,878 2,462 (32) 667,308 Held to maturity: U.S. government and agency obligations 6,677 — — 6,677 Certificates of deposit 1,119 — — 1,119 Total held-to-maturity securities $ 7,796 $ — $ — $ 7,796 Total investments $ 826,417 $ 2,462 $ (35) $ 828,844 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 December 31 were as follows (in thousands) : December 31, 2021 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Value Unrealized U.S. government and agency obligations $ 286,823 $ (2,200) $ — $ — $ 286,823 $ (2,200) Corporate obligations 234,070 (1,104) — — 234,070 (1,104) State and municipal obligations 10,442 (38) — — 10,442 (38) Mortgage-backed securities 32,715 (67) — — 32,715 (67) Other 29,115 (30) — — 29,115 (30) Total bonds $ 593,165 $ (3,439) $ — $ — $ 593,165 $ (3,439) December 31, 2020 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Value Unrealized Cash equivalents $ 25,007 $ (3) $ — $ — $ 25,007 $ (3) U.S. government and agency obligations 12,507 (1) — — 12,507 (1) Corporate obligations 121,006 (30) — — 121,006 (30) Commercial paper 999 — — — 999 — Certificates of deposit 14,003 (1) — — 14,003 (1) Total bonds $ 173,522 $ (35) $ — $ — $ 173,522 $ (35) As of December 31, 2021, we had 1,343 investment positions out of 1,836 that were in an unrealized loss position. As of December 31, 2020, we had 117 investment positions out of 1,917 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. As of December 31, 2021, we did not have the intent to sell any of the securities in an unrealized loss position. Therefore, we believe these losses to be temporary. As of December 31, 2021, the maturity of available-for-sale securities, by contractual maturity, reflected at amortized cost and fair value were as follows (in thousands) : 2021 Amortized Fair Due in one year or less $ 80,504 $ 80,626 Due after one year through five years 514,221 511,550 Due after five years through 10 years 141,308 141,120 Due after 10 years 6,189 6,181 Total debt securities $ 742,222 $ 739,477 Investment income in the Consolidated Statements of Income (Loss) for the years ended December 31, 2021, 2020 and 2019, was $3.7 million, $8.5 million and $8.3 million, respectively. The gross proceeds from the sale of available-for-sale securities for the years ended December 31, 2021, 2020 and 2019 were $641.9 million, $80.0 million and $38.9 million, respectively. Realized gains (losses) of $(0.4) million, $0.1 million and $0.0 million are included within total investment income, and reclassified out of accumulated other comprehensive income (loss), for the years ended December 31, 2021, 2020 and 2019, respectively. Equity Securities |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value measurement: The Fair Value Measurements and Disclosures topic in FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures of fair value measurements, which applies to all assets and liabilities measured on a fair value basis. The standard establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 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) There were no transfers in or out of Level 3 financial assets or liabilities during the years ended December 31, 2021 or 2020. Nonfinancial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. There were no significant fair value adjustments for these assets and liabilities recorded during the years ended December 31, 2021 or 2020. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions were used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument included in the tables below: Cash and Cash equivalents — The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. Fair values of cash equivalent investments outside of money- market funds and U.S treasury securities are classified as Level 2. Debt Securities — The fair values of debt securities are based on quoted market prices, where available. We obtain one price for each security primarily from its custodian, or if unavailable, securities evaluations, prices received from a secondary pricing source, or other third-party calculated prices based on observable inputs in the market are used to price securities. If these are unavailable, we are able to provide pricing overrides from other acceptable sources or methods; however, based upon the relatively high rating of our investments, this is generally not required. Equity Securities — The fair value of the equity securities was determined based on the quoted market price of the underlying securities in an active market. We are ultimately responsible for determining fair value, as well as the appropriate level within the fair value hierarchy, based on the significance of unobservable inputs. At the end of each reporting period, we review third-party pricing services’ pricing methodologies, data sources and pricing inputs to ensure the fair values obtained are reasonable. There are no investments in Level 3 securities as of December 31, 2021 or 2020. Contingent Consideration — The fair value of contingent consideration recorded as part of the AMD acquisition is determined using a discounted future benefit method based on projections developed using unobservable inputs and is thus classified as Level 3. The following tables set forth our fair value measurements as of December 31, 2021 and 2020, for assets measured at fair value on a recurring basis (in thousands) : 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 192,063 $ 250 $ — $ 192,313 Fixed maturity securities, available for sale: U.S. government and agency obligations 220,801 89,194 — 309,995 Corporate obligations 2,323 310,864 — 313,187 State and municipal obligations — 16,117 — 16,117 Commercial paper — — — — Certificates of deposit — 18,752 — 18,752 Mortgage-backed securities 2,404 36,150 — 38,554 Other — 42,872 — 42,872 Total fixed maturity securities, available for sale: 225,528 513,949 — 739,477 Equity securities 120,364 — — 120,364 Total assets at fair value $ 537,955 $ 514,199 $ — $ 1,052,154 Liabilities Contingent consideration $ — $ — $ 1,495 $ 1,495 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 149,499 $ 4,019 $ — $ 153,518 Fixed maturity securities, available for sale: U.S. government and agency obligations 197,886 95,193 — 293,079 Corporate obligations — 281,631 — 281,631 State and municipal obligations — 18,566 — 18,566 Commercial paper — 14,991 — 14,991 Certificates of deposit — 53,505 — 53,505 Other — 5,536 — 5,536 Total assets at fair value $ 347,385 $ 473,441 $ — $ 820,826 Liabilities Contingent consideration $ — $ — $ 5,716 $ 5,716 The following tables set forth the Company’s fair value measurements as of December 31, 2021 and 2020, for certain financial instruments not measured at fair value on a recurring basis (in thousands) : 2021 Level 1 Level 2 Level 3 Total Cash equivalents, held to maturity $ 310 $ — $ — $ 310 Fixed maturity securities, held to maturity: U.S. government and agency obligations 7,732 — — 7,732 Certificates of deposit — 1,447 — 1,447 Total held to maturity $ 8,042 $ 1,447 $ — $ 9,489 2020 Level 1 Level 2 Level 3 Total Cash equivalents $ 222 $ — $ — $ 222 Held to Maturity: U.S. government and agency obligations 6,732 — — 6,732 Certificates of deposit — 1,119 — 1,119 Total held to maturity $ 6,954 $ 1,119 $ — $ 8,073 There have been no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy during the years ended December 31, 2021 and 2020 . The contingent consideration liability related to the acquisition of AssociatesMD Medical Group, Inc. is measured using Level 3 inputs based on a formulaic multiple of forecasted 2023 EBITDA per the terms of the purchase agreement discounted back to net present value. The following table presents the changes in fair value of the contingent consideration liability for the years ended December 31, 2021 and 2020 (in thousands) : 2021 2020 Balance at beginning of period $ 5,716 $ 5,716 Change in fair value of contingent consideration (4,221) — Balance at end of period $ 1,495 $ 5,716 The carrying amounts reported on the 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. |
PROPERTY, EQUIPMENT AND CAPITAL
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE | PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE Property, equipment and capitalized software at December 31, 2021 and 2020, consists of the following (in thousands) : 2021 2020 Software $ 38,800 $ 13,202 Leasehold improvements 7,135 3,604 Medical equipment 586 705 Other equipment 504 — Gross property and equipment 47,025 17,511 Less accumulated depreciation (8,681) (5,247) Property and equipment, net $ 38,344 $ 12,264 Depreciation expense of $4.4 million, $2.9 million and $1.1 million was recognized for the years ended December 31, 2021, 2020 and 2019, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
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) : Bright HealthCare NeueHealth Gross Carrying Amount Cumulative Gross Carrying Amount Cumulative Impairment Balance at January 1, 2020 $ — $ — $ 20,125 $ — Acquisitions 197,886 — 45,142 — Purchase adjustments — — (118) — Balance at December 31, 2020 197,886 — 65,149 — Acquisitions 240,185 — 337,133 — Purchase adjustments (5,213) — — — Balance at December 31, 2021 $ 432,858 $ — $ 402,282 $ — The gross carrying value and accumulated amortization for definite-lived intangible assets were as follows (in thousands) : December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Gross Carrying Amount Accumulated Customer relationships $ 209,421 $ 21,728 $ 117,451 $ 3,664 Trade names 99,241 6,738 38,161 1,604 Provider networks 59,000 6,556 — — Developed technology 6,300 675 — — Other 6,400 805 2,000 133 Total $ 380,362 $ 36,502 $ 157,612 $ 5,401 The acquisition date fair values and weighted average useful lives assigned to definite-lived intangible assets consisted of the following by year of acquisition (in thousands, except years) : 2021 2020 Fair Value Weighted- Average Useful Life (in years) Fair Value Weighted- Average Useful Life (in years) Customer relationships $ 90,770 10.2 $ 106,200 10.6 Trade names 60,380 14.9 30,700 15.0 Provider networks 59,000 4.5 — Developed technology 6,300 7.0 — Other 4,400 7.0 2,000 10.0 Total $ 220,850 9.5 $ 138,900 11.6 Amortization expense relating to intangible assets for the years ended December 31, 2021 and 2020 was $31.1 million and $5.4 million, respectively. We did not have any amortization expense for the year ended December 31, 2019. Estimated full year amortization expense relating to intangible assets for each of the next five years ending December 31 is as follows (in thousands) : 2022 $ 56,299 2023 $ 42,052 2024 $ 41,913 2025 $ 41,913 2026 $ 28,685 |
MEDICAL COSTS PAYABLE
MEDICAL COSTS PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Insurance [Abstract] | |
MEDICAL COSTS PAYABLE | MEDICAL COSTS PAYABLE The following table shows the components of the change in medical costs payable for the years ended December 31 (in thousands) : 2021 2020 2019 Medical costs payable – January 1 $ 249,777 $ 44,804 $ 22,978 Incurred related to: Current year 3,955,146 1,057,064 233,447 Prior year 9,549 (8,622) (7,427) Total incurred 3,964,695 1,048,442 226,020 Paid related to: Current year 3,242,674 941,401 188,919 Prior year 246,560 33,479 15,275 Total paid 3,489,234 974,880 204,194 Acquired claims liabilities 92,737 131,411 — Medical costs payable – December 31 $ 817,975 $ 249,777 $ 44,804 Medical costs payable attributable to prior years increased by $9.5 million and decreased by $8.6 million and $7.4 million for the years ended December 31, 2021, 2020 and 2019, respectively, as a result of claim settlements being less than original estimates. Medical costs payable estimates are adjusted as additional information becomes known regarding claims. There were no significant changes to estimation methodologies in 2021 or 2020. The table below details the components making up the medical costs payable as of December 31 (in thousands) : 2021 2020 Claims unpaid $ 36,874 $ 23,269 Provider incentive payable 85,544 16,963 Claims adjustment expense liability 14,131 2,487 Incurred but not reported (IBNR) 681,426 207,058 Total medical costs payable $ 817,975 $ 249,777 Medical costs payable are primarily related to the current year. There are no reinsurance recovery amounts assumed in medical costs payable at December 31, 2021 and 2020. The Company has recorded claims adjustment expense as a component of operating costs in the Consolidated Statements of Income (Loss). The following is information about incurred and cumulative paid claims development as of December 31, 2021, net of reinsurance, and the total claims payable plus expected development on reported claims included within the net incurred claims amounts. The information about incurred and paid claims development for the years ended December 31, 2019 through 2021 is presented as supplementary information as follows and is inclusive of claims incurred and paid related to Brand New Day, PMA, THNM, CHP and Centrum prior and subsequent to the acquisition dates (in thousands) : Incurred Claims and Allocated Claim Adjustment Total Incurred but For the Years Ended December 31, (Unaudited) (Unaudited) Accident Year 2019 2020 2021 2019 1,322,197 1,305,816 1,312,836 32 2020 — 1,888,151 1,881,026 5,393 2021 — — 4,120,436 675,931 Total $ 7,314,298 Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance (in thousands) For the Years Ended December 31, (Unaudited) (Unaudited) Accident Year 2019 2020 2021 2019 1,145,194 1,299,119 1,304,658 2020 — 1,564,863 1,876,061 2021 — — 3,370,286 Total $ 6,551,005 All outstanding liabilities before 2019, net of reinsurance 3 Liabilities for claim and claim adjustment expenses, net of reinsurance $ 763,296 December 31, 2021 Net outstanding liabilities $ 763,296 Reinsurance recoverable on unpaid claims 54,679 Total gross liability for unpaid claims and claims $ 817,975 |
SHORT-TERM BORROWINGS
SHORT-TERM BORROWINGS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SHORT-TERM BORROWINGS | SHORT-TERM BORROWINGSOn March 1, 2021, we entered into a $350.0 million revolving credit agreement with a syndicate of banks. On August 2, 2021, the Credit Agreement was amended to change the definition of “Qualified IPO” by reducing the net proceeds required to be received by the Company from $1.0 billion to $850.0 million. In addition, prior to such amendment, the Credit Agreement contained a covenant that required the Company to maintain a total debt to capitalization ratio of (a) 0.25 to 1.00 prior to a Qualified IPO, and (b) 0.30 to 1.00 after a Qualified IPO. The Amendment changed this covenant by removing the increase in the ratio after a Qualified IPO such that the Company is now required to maintain a total debt to capitalization ratio of 0.25 to 1.00. On August 4, 2021, we elected to extend the maturity date of the Credit Agreement from February 28, 2022 to February 28, 2024. As of December 31, 2021, we had $155.0 million borrowed on the Credit Agreement at an effective annual interest rate of 7.25%. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity [Abstract] | |
PREFERRED STOCK | PREFERRED STOCK Post-IPO Immediately prior to the consummation of our IPO on June 28, 2021, all outstanding shares of our preferred stock were converted to shares of our common stock. During the remainder of 2021, we did not issue any additional preferred stock, and had no preferred stock outstanding as of December 31, 2021. Pre-IPO In March 2021, the Company issued 1.4 million shares of Series E Stock at a value of $55.1 million as part of the Zipnosis acquisition. During April 2021, the Company issued 2.1 million shares at a value of $79.8 million as part of the CHP acquisition. The Company closed the Series E fundraise in October 2020 in which we issued 24.5 million shares of Series E Convertible preferred stock (“Series E Stock”) at a per share price of $20.4177 for an aggregate amount of approximately $500 million. We also issued 0.9 million shares of Series E Stock at a value of $17.8 million as part of the PMA acquisition. The Company closed the first tranche of the Series D fundraise in December 2019, in which the Company issued 28.2 million shares of Series D Convertible preferred stock (“Series D Stock”) at a per share price of $15.025 for an aggregate amount of approximately $423.8 million. We closed the second tranche of the Series D fundraise in April 2020, in which the Company issued 14.1 million shares of Series D Stock at a per share price of $15.025 for an aggregate amount of approximately $211.2 million. We also issued 5.6 million shares of Series D Stock at a value of $80.0 million and 0.2 million shares at a value of $3.5 million dollars as part of the Brand New Day acquisition and AMD acquisition, respectively. The Company closed the Series C fundraise in November 2018 in which we issued 26.1 million shares of Series C Convertible Preferred Stock (“Series C Stock”) at a per share price of $7.673 for an aggregate amount of approximately $200 million. The Company also issued an additional 0.6 million shares of Series B Convertible preferred stock in September 2018 at a per share price of $5.0499 for an aggregate amount of approximately $3.0 million. Prior to 2018, the Company issued Series A and Series B preferred stock. The Series A Stock, Series B Stock, Series C Stock, Series D Stock and Series E Stock are collectively referred to herein as the “Preferred Stock”. The Preferred Stock is classified outside of Shareholders’ Equity (Deficit) on the Consolidated Balance Sheets because the holders of such stock have liquidation rights in the event of a deemed liquidation that, in certain situations, is not solely within our control and would require redemption of the then- outstanding Preferred Stock. The Preferred Stock is not redeemable, except in the event of a deemed liquidation at the liquidation preference amounts. The detail of our Preferred Stock as of December 31, 2020 is as follows (in thousands): Preferred Stock Series Preferred Shares Authorized Preferred Shares Issued Preferred Shares Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion A 32,439 32,439 32,439 $ 81,690 $ 82,718 22,018 B 32,278 32,278 32,278 163,000 163,000 96,834 C 26,065 26,065 26,065 200,000 200,000 78,196 D 48,101 48,101 48,101 718,500 722,710 144,304 E 27,424 25,362 25,362 517,825 517,825 76,085 Total 166,307 164,245 164,245 $ 1,681,015 $ 1,686,253 417,437 The detail of our preferred stock as of December 31, 2019 is as follows (in thousands): Preferred Stock Series Preferred Shares Authorized Preferred Shares Issued Preferred Shares Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion A 39,778 32,439 32,439 $ 81,690 $ 82,718 22,018 B 32,278 32,278 32,278 163,000 163,000 96,834 C 26,065 26,065 26,065 200,000 200,000 78,196 D 54,757 28,440 28,440 427,300 427,300 85,319 Total 152,878 119,222 119,222 $ 871,990 $ 873,018 282,367 Voting : Each holder of outstanding shares of Preferred Stock votes with the holders of shares of common stock, as a single class, and shall be entitled to the number of votes in respect of their shares of Preferred Stock equal to the number of shares of common stock into which the shares of Preferred Stock held by such holder could be converted as of the record date. Dividends : The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company unless the holders of Preferred Stock (firstly, the holders of Series E Preferred Stock, secondly, the holders of Series D Preferred Stock, and thereafter the holders of Series C, Series B and Series A Preferred Stock) then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of such series of Preferred Stock in an amount equal to the quotient obtained by dividing (a) the aggregate amount of any such dividend on shares of such other class or series of capital stock of the Company by (b) the total number of shares of Preferred Stock then outstanding. Liquidation : In the event of a liquidation, voluntary or involuntary, dissolution or winding up of the Company or deemed liquidation event, the holders of the Series E Stock will be entitled to receive (i) an amount per share equal to the applicable Liquidation Price plus (ii) any dividends declared but unpaid (the “Series E Liquidation Amount”). In the event that proceeds are not sufficient to permit payment of the Series E Liquidation Amount, the proceeds will be ratably distributed among the holders of the Series E Stock. After the payment of the Series E Liquidation Amount in full, the holders of the Series D Stock will be entitled to receive (i) an amount per share equal to the applicable Liquidation Price plus (ii) any dividends declared but unpaid (the “Series D Liquidation Amount”). In the event that proceeds are not sufficient to permit payment of the Series D Liquidation Amount, the proceeds will be ratably distributed among the holders of the Series D Stock. After the payment of the Series E Liquidation Amount and Series D Liquidation Amount in full, the holders of the Junior Preferred Stock will be entitled to receive (i) an amount per share equal to the applicable Liquidation Price for each class plus (ii) any dividends declared but unpaid (the “Junior Preferred Liquidation Amount”). In the event that proceeds are not sufficient to permit payment of the Junior Preferred Liquidation Amount, the proceeds will be ratably distributed among the holders of the Junior Preferred Stock. After payments have been made in full to the holders of Preferred Stock, then, to the extent available, the remaining assets of the Company available for distribution to its stockholders will be distributed ratably among the holders of common stock. Conversion : Each share of Preferred Stock shall automatically be converted into such number of shares of common stock as is determined by dividing the applicable Liquidation Price (subject to appropriate adjustment from time to time as set forth elsewhere herein), by the applicable Conversion Price then applicable to such shares (such quotient is referred to herein as the “Conversion Rate”), upon the earlier of: (i) the vote or written consent of the Major Investors, and each class of Preferred Stock other than the Series A, and (ii) an initial public offering which results in aggregate net cash proceeds to the Company of not less than $200 million (before underwriting discounts, fees and commissions). |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
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, RSUs, and RSAs to certain employees, consultants and non-employee directors. The 2016 Incentive Plan was initially adopted on March 25, 2016, and most recently amended in December 2020. Following the effectiveness of our 2021 Omnibus Plan (the “2021 Incentive Plan”), no further awards will be granted under the 2016 Incentive Plan. However, all outstanding awards granted under the 2016 Incentive Plan will continue to be governed by the existing terms of the 2016 Incentive Plan and the applicable award agreements. 2021 Incentive Plan The 2021 Incentive Plan was adopted by our Board of Directors on May 21, 2021 and approved by our stockholders on May 25, 2021 and June 5, 2021. The 2021 Incentive Plan allows the Company to grant stock options, RSAs, RSUs, stock appreciation rights, other equity based awards, and cash based incentive awards to certain employees, consultants and non-employee directors. There are 42.0 million shares of common stock authorized for issuance under the 2021 Incentive Plan. As of December 31, 2021, a total of 11.3 million shares of common stock were available for future issuance under the 2021 Incentive Plan. Share-Based Compensation Expense We recognized share-based compensation expense of $68.4 million, $5.5 million, and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively, which is included in operating costs in the Consolidated Statements of Income (Loss). Stock Options The Board of Directors or the Compensation Committee of the Board of Directors 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. The calculated value of each option award is estimated on the date of grant using a Black- Scholes option valuation model that used the following assumptions for options granted during 2021, 2020 and 2019: 2021 2020 2019 Risk-free interest rate 0.8 % 0.9 % 2.2 % Expected volatility 33.4 % 31.3 % 28.3 % Expected dividend rate 0.0 % 0.0 % 0.0 % Forfeiture rate 14.4 % 14.5 % 14.5 % Expected life in years 6.1 6.1 6.1 Risk-free interest rates are based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on the historical volatility of our publicly traded industry peers. We use historical data to estimate option forfeitures within the valuation model. The expected lives of options granted represent the period of time that the awards granted are expected to be outstanding based on historical exercise patterns. The activity for the stock options for the year ended December 31, 2021 is as follows (in thousands, except exercise price and contractual life) : Shares Weighted- Weighted-Average Aggregate Outstanding at January 1, 2021 63,925 1.47 8.7 $ 53,573 Granted 20,648 2.63 Exercised (9,871) 1.12 Forfeited (5,447) 1.80 Expired (11) 1.09 Outstanding at December 31, 2021 69,244 $ 1.84 8.2 $ 113,908 The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2021, 2020 and 2019, was $10.79, $0.61 and $0.40, respectively, per share. The aggregate intrinsic value of stock options (the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the option) exercised during the years ended December 31, 2021, 2020 and 2019, was $21.0 million, $2.7 million and $3.7 million, respectively. At December 31, 2021, there was $141.6 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted-average period of 3.1 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. 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 year ended December 31, 2021 ( in thousands, except weighted average grant date fair value ) : RSU Number of RSUs Weighted Average Grant Date Fair Value Unvested RSUs at January 1, 2021 — $ — RSUs granted 15,687 3.99 RSUs canceled (36) 9.01 Unvested RSUs at December 31, 2021 15,651 $ 3.98 We recognized share-based compensation expense related to RSUs of $1.3 million for the year ended December 31, 2021 which is included in operating costs in the Consolidated Statements of Income (Loss). As of December 31, 2021, there was $47.7 million of unrecognized compensation expense related to the RSU grants, which is expected to be recognized over a weighted-average period of 2.9 years. Performance-based Restricted Stock Units In connection with our IPO, our Board of Directors approved the grant of PSUs to members of our executive leadership team. The grant encompasses 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 years. This grant is intended to retain and incentivize our executive leadership to lead the Company to sustained, long-term financial and operational performance. The fair value of the PSUs was determined using a Monte-Carlo simulation. The following table summarizes PSU award activity for the year ended December 31, 2021 (in thousands, except weighted average grant date fair value) : PSU Number of PSUs Weighted Average Grant Date Fair Value Unvested PSUs at January 1, 2021 — $ — PSUs granted 14,700 9.30 PSUs canceled — — Unvested PSUs at December 31, 2021 14,700 $ 9.30 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31 (in thousands, except for per share amounts) : 2021 2020 2019 Net loss $ (1,184,862) $ (248,442) $ (125,337) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 392,243 136,193 134,486 Net loss per share attributable to common stockholders, basic and diluted $ (3.02) $ (1.82) $ (0.93) 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 years ended December 31 (in thousands) : 2021 2020 2019 Redeemable preferred stock — 417,437 282,367 Stock options to purchase common stock 69,244 63,925 37,872 Restricted stock units 15,651 — — Total 84,895 481,362 320,239 |
BENFIT PLANS
BENFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | BENEFIT PLANSThe Company has a 401(k) retirement salary savings plan (“the 401(k) Plan”) for all eligible employees. We made safe harbor nonelective matching contributions equal to 3% of employee compensation to the 401(k) Plan. The Company’s matching contribution expense was $4.4 million, $1.9 million and $0.9 million for 2021, 2020 and 2019, respectively, and was included in operating costs in the Consolidated Statements of Income (Loss). |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income tax benefit for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands) : 2021 2020 2019 Current $ 84 $ — $ — Deferred (26,605) (9,161) — Total income tax (benefit) expense $ (26,521) $ (9,161) $ — A reconciliation of the statutory tax rate (21%) to the effective income tax rate for the years ended December 31, 2021, 2020 and 2019, is as follows (in thousands) : 2021 2020 2019 Tax benefit at federal statutory rate $ (254,391) $ (52,173) $ (26,321) Increase (decrease) in income taxes resulting from: Adjustment to deferred tax valuation allowance 219,478 43,012 26,321 Permanent adjustments - compensation related 13,342 — — Permanent adjustments 2,180 — — State income taxes, net of federal benefit (9,158) — — Prior year adjustments (306) — — Other, net 2,334 — — Income tax benefit $ (26,521) $ (9,161) $ — Effective tax rate 2.2 % 3.6 % 0.0 % The tax effects of temporary differences related to deferred tax assets and liabilities for the years ended December 31, 2021 and 2020, are as follows (in thousands) : 2021 2020 Deferred tax assets: Net operating loss carryforward $ 364,574 $ 107,002 Premiums received in advance 2,314 1,454 Accrued salaries and benefits 11,194 5,246 Section 195 startup expenditures 2,164 2,164 Adjustment for noncontrolling interest 5,209 — Intangible amortization 2,798 — Transaction costs 1,472 — Depreciation expense 653 — Investment loss 232 — Other 3,268 1,173 Total deferred tax assets 393,878 117,039 Less valuation allowance (331,625) (99,537) Total deferred tax assets, net valuation allowance 62,253 17,502 Deferred tax liabilities: Prepaid expenses (7,972) (1,195) Fixed assets (458) (628) Goodwill and intangible assets (38,712) (15,447) Unrealized gains (16,147) (509) Investment income — (3) Total deferred tax liabilities (63,289) (17,782) Net deferred tax liabilities $ (1,036) $ (280) Net operating losses (NOLs) were $1.9 billion and $483.1 million as of December 31, 2021 and 2020, respectively. These NOLs start to expire in 2036. Of the operating loss carryforwards noted, a portion of them may not be available after the application of IRC Section 382 limitations. The IRC Section 382 imposes restrictions on the utilization of various carryforward tax attributes in the event of a change in ownership of the Company, as defined by IRC Section 382. In addition, IRC Section 382 may limit the Company’s built-in items of deduction, including capitalized start-up costs. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is not more likely than not that the Company will be able to realize the benefits of these deductible differences. Accordingly, a valuation allowance has been established to reserve for potential benefits of the remaining carryforwards and tax credits in our consolidated financial statements to reflect the uncertainty of future taxable income required to utilize available tax loss carryforwards and other deferred tax assets. As of December 31, 2021, there were no unrecognized tax benefits recorded. The Company files income tax returns in the U.S. federal jurisdiction and all state jurisdictions as necessary. The Company’s U.S. federal returns are no longer subject to income tax examinations for taxable years before 2018. State tax returns for taxable years before 2017 are no longer subject to examination. The Company’s effective income tax rate varies from the federal statutory rate of 21% due to changes in the valuation allowance for deferred tax assets and adjustments for permanent differences and purchase accounting. The overall tax benefit is |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases : We lease our facilities under operating leases that are noncancelable and expire on various dates with options to renew. Operating lease costs were $13.3 million, $5.7 million and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. The years ended December 31, 2021 and 2020 included immaterial short-term lease costs and sublease income. Operating lease costs are including in operating costs in the Consolidated Statements of Income (Loss). At December 31, 2021 and 2020, the assets and liabilities related to operating leases in our Consolidated Balance Sheets are as follows (in thousands) : Balance Sheet Location 2021 2020 Assets Operating lease ROU assets Other non-current assets $ 45,345 $ 26,965 Liabilities Operating lease liabilities — current Other current liabilities 13,227 6,569 Operating lease liabilities — non-current Other liabilities 37,039 21,851 Total lease liabilities $ 50,266 $ 28,420 Supplemental cash flow and noncash information related to our operating leases was as follows (in thousands) : 2021 2020 Operating cash flows from operating leases $ 16,616 $ 6,131 ROU assets obtained in exchange for new lease liabilities 14,932 7,793 ROU assets obtained from acquisitions 11,956 8,392 Weighted-average remaining lease term (in years) 5.2 5.6 Weighted-average discount rate 6.0% 6.0% At December 31, 2021, future minimum annual lease payments under all noncancelable operating leases are as follows (in thousands) : Minimum Lease Years ending December 31: 2022 $ 13,649 2023 12,038 2024 10,688 2025 7,956 2026 5,864 Thereafter 8,868 Undiscounted future minimum payments 59,063 Imputed interest (8,797) Total reported lease liability $ 50,266 Legal proceedings: In the normal course of business, the Company 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. Where appropriate, we make accruals related to these matters, which are reflected in the consolidated financial statements. However, there are cases where liability is not probable or the amount cannot be reasonably estimated and, therefore, accruals have not been made. We provide disclosure of matters where we believe it is reasonably possible the impact may be material to our consolidated financial statements. At December 31, 2021 and 2020, there were no material known contingent liabilities. 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. Our regulated subsidiaries had statutory capital and surplus of $398.5 million and $235.8 million as of December 31, 2021 and 2020, respectively. The estimated statutory capital and surplus required to satisfy these regulatory requirements was $290.0 million and $106.3 million as of December 31, 2021 and 2020, respectively. 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 paid two dividends during 2021, and did not pay any dividends during 2020 to the parent holding company. |
SEGMENT AND GEOGRAPHICAL INFORM
SEGMENT AND GEOGRAPHICAL INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHICAL 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 - Commercial, Bright HealthCare - MA and NeueHealth. We have aggregated our commercial and MA operating segments into the Bright HealthCare reportable segment. The following is a description of the types of products and services from which our two reportable segments derive their revenues: Bright HealthCare: Our healthcare financing and distribution business, Bright HealthCare, delivers simple, personal, and affordable solutions to integrate the consumer into Bright Health’s alignment model. Bright HealthCare currently aggregates and delivers healthcare benefits to consumers through its various offerings, serving consumers across multiple product lines in 14 states and 99 markets. We also participate in a number of specialized plans and recently began offering employer group plans. Bright HealthCare’s customers include commercial health plans across 11 states, as well as MA products i n 11 states, which serve and generally focus on higher risk, special needs populations. NeueHealth: Our healthcare enablement and technology business, NeueHealth, is developing the next generation, integrated healthcare system. NeueHealth significantly reduces the friction and current lack of coordination between payors and providers to enable a truly consumer-centric healthcare experience. NeueHealth works with care provider partners and delivers high-quality virtual and in-person clinical care through our owned primary care clinics within its integrated care delivery system. In addition to our directly owned clinics, NeueHealth manages care for additional affiliated clinics. NeueHealth receives network rental fees from Bright HealthCare for the delivery of NeueHealth’s Care Partner and network services. In addition, NeueHealth contracts directly with Bright HealthCare to provide care through its managed and affiliated clinics. Other NeueHealth 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. Transactions between reportable segments principally consist of care management and local care delivery provided by NeueHealth to Bright HealthCare. We utilize operating income (loss) before income taxes as the profitability metric for our reportable segments. As a percentage of our total consolidated revenues, premium revenues from CMS were 32%, 40% and 13% for the years ended December 31, 2021, 2020 and 2019, respectively, which are included in our Bright HealthCare segment. 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. The following tables present the reportable segment financial information for the years ended December 31, 2021 and 2020 (in thousands) : Year Ended December 31, 2021 Bright HealthCare NeueHealth Eliminations Consolidated Premium revenue $ 3,809,794 $ 92,920 $ — $ 3,902,714 Service revenue 103 42,598 — 42,701 Investment income 3,739 80,235 — 83,974 Total unaffiliated revenue 3,813,636 215,753 — 4,029,389 Affiliated revenue — 277,426 (277,426) — Total segment revenue 3,813,636 493,179 (277,426) 4,029,389 Operating loss (1,111,171) (86,985) — (1,198,156) Depreciation and amortization $ 17,068 $ 18,416 $ — $ 35,484 Year Ended December 31, 2020 Bright HealthCare NeueHealth Eliminations Consolidated Premium revenue $ 1,172,545 $ 7,793 $ — $ 1,180,338 Service revenue — 18,514 — 18,514 Investment income 8,468 — — 8,468 Total unaffiliated revenue 1,181,013 26,307 — 1,207,320 Affiliated revenue — 10,840 (10,840) — Total segment revenue 1,181,013 37,147 (10,840) 1,207,320 Operating loss (248,896) (8,707) — (257,603) Depreciation and amortization $ 6,394 $ 1,895 $ — $ 8,289 We do not include asset information by reportable segment in the reporting provided to the CODM. Our NeueHealth segment was created in 2020 with our acquisition of AMD on December 31, 2019 and the establishment of our Bright Health Networks service. As such, all activity included in the Consolidated Statements of Income (Loss) for the year ended December 31, 2019 related to our Bright HealthCare reportable segment. |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTEREST | REDEEMABLE NONCONTROLLING INTEREST As part of the PMA acquisition, we entered into a put/call agreement with respect to the equity interests in PMA held by the controlling interest holder. The call options allow for the Company to purchase the 38% noncontrolling interest equity beginning on the fifth anniversary of the transaction date and each subsequent anniversary thereafter, or under certain other accelerating events as defined in the agreement, solely at the Company’s discretion. The put option allows the noncontrolling interest holder the ability to cause the Company to purchase their noncontrolling equity interest beginning on the seventh anniversary of the transaction date and each subsequent anniversary thereafter. Based on the nature of the put option redemption feature, which is outside the control of the Company, the noncontrolling interests are classified as redeemable in the accompanying Consolidated Balance Sheets. The put option redemption feature that is outside the control of the Company is settled at a multiple of EBITDA, which is an other than fair value settlement amount. As such, we will make a measurement adjustment when the put option redemption price exceeds the carrying amount as calculated under ASC 810, Consolidatio n. As part of the Centrum acquisition, we entered into put/call agreements with respect to the equity interests in Centrum held by the controlling interest holder. The call options allow for the Company to purchase the 25% noncontrolling interest equity over time beginning on September 30, 2022, or under certain other accelerating events as defined in the agreement, solely at the Company’s discretion. The put options allow the noncontrolling interest holder the ability to cause the Company to purchase their noncontrolling equity interest on consistent terms with the call options. Based on the nature of the put option redemption feature, which is outside the control of the Company, each of these noncontrolling interests are classified as redeemable in the accompanying Consolidated Balance Sheets at December 31, 2021. The put option redemption feature that is outside the control of the Company is settled at a multiple of EBITDA, which is an other than fair value settlement amount. As such, we will make a measurement adjustment when the put option redemption price exceeds the carrying amount as calculated under ASC 810, Consolidation . The following table provides details of our redeemable noncontrolling interest activity for the years ended December 31, 2021 and 2020 (in thousands) : Redeemable Noncontrolling Interest Balance at January 1, 2020 $ — Acquisitions 39,600 Balance at December 31, 2020 $ 39,600 Acquisitions 82,310 Loss attributable to noncontrolling interest (29,263) Measurement adjustment 35,760 Balance at December 31, 2021 $ 128,407 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On December 6, 2021 we entered into an Investment Agreement with a subsidiary of Cigna Corporation and an affiliate of New Enterprise Associates (the “Purchasers”), relating to the issuance and sale by the Company to the Purchasers of 750,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $750.0 million, or $1,000 per share (the “Issuance”). On January 3, 2022, the Issuance was consummated. We used a portion of the proceeds to repay in full our outstanding borrowings under our revolving credit facility on January 4, 2022. 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. No specific amounts of damages have been alleged in the putative securities class action lawsuit. We expect an amended complaint will be filed later this year in this action. Such amended complaint could assert additional or broader claims than the current complaint. We intend to vigorously defend this action; 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 our company in these matters, the amount or range of reasonably possible losses, if any, cannot be estimated. We have evaluated events and transactions that have occurred through March 18, 2022, the date at which the consolidated financial statements were issued. Other than those described above, no additional events or transactions have occurred that may require adjustment to the consolidated financial statements or disclosures. |
CONDENSED FINANCIAL INFORMATION
CONDENSED FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED FINANCIAL INFORMATION | Condensed Financial Information of Registrant (Parent Company Only) Bright Health Group, Inc. Parent Company Condensed Balance Sheets As of December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 971 $ 1,708 Short-term investments 1,119 1,119 Investment in subsidiaries 1,301,937 1,172,126 Other assets 2,885 64 Total assets 1,306,912 1,175,017 Liabilities, Redeemable Preferred Stock and Shareholders’ Equity (Deficit) Current liabilities: Related-party payable, net 988 100 Short-term borrowings 155,000 — Other current liabilities 2,469 — Total liabilities 158,457 100 Commitments and contingencies (Note 15) Redeemable preferred stock, $0.0001 par value; — and 166,307,087 shares authorized in 2021 and 2020, respectively; — and 164,244,893 shares issued and outstanding in 2021 and 2020, respectively — 1,681,015 Shareholders’ equity (deficit): Common stock, $0.0001 par value; 3,000,000,000 and 658,993,725 shares authorized in 2021 and 2020, respectively; 628,622,872 and 137,662,698 shares issued and outstanding in 2021 and 2020, respectively 63 14 Additional paid-in capital 2,861,243 9,877 Retained earnings (deficit) (1,700,851) (515,989) Treasury stock, at cost, 2,522,148 and — shares at December 31, 2021 and 2020, respectively (12,000) — Total shareholders’ equity (deficit) 1,148,455 (506,098) Total liabilities, redeemable preferred stock and shareholders’ equity (deficit) $ 1,306,912 $ 1,175,017 Condensed Financial Information of Registrant (Parent Company Only) Bright Health Group, Inc. Parent Company Condensed Statements of Income (Loss) and Comprehensive Income (Loss) For the Years Ended December 31, 2021 2020 2019 Revenue: Investment income $ 30 $ 26 $ 16 Total revenue 30 26 16 Operating costs: Operating costs 69,170 5,867 2,194 Total operating costs 69,170 5,867 2,194 Interest expense 7,732 — — Loss before income taxes and equity in net loss of subsidiaries (76,872) (5,841) (2,178) Income tax expense (benefit) 17 — (123) Loss before equity in net loss of subsidiaries (76,889) (5,841) (2,055) Equity in net loss of subsidiaries (1,107,973) (242,601) (123,282) Net loss (1,184,862) (248,442) (125,337) Unrealized investment holding (losses) gains (6,163) 1,556 1,211 Less: reclassification adjustments for investment (losses) gains (402) 112 38 Other comprehensive (loss) income (5,761) 1,444 1,173 Comprehensive loss $ (1,190,623) $ (246,998) $ (124,164) Condensed Financial Information of Registrant (Parent Company Only) Bright Health Group, Inc. Parent Company Condensed Statements of Cash Flows For the Years Ended December 31, 2021 2020 2019 Net cash provided by (used in) operating activities (4,888) (168) (557) Cash flows from investing activities: Purchases of investments — (1,119) (1,191) Proceeds from sales, paydown, and maturities of investments. — 1,191 455 Capital contributions to operating subsidiaries (607,699) (480,869) (390,945) Business acquisition, net of cash acquired (431,791) (230,331) (31,855) Net cash used in investing activities (1,039,490) (711,128) (423,536) Cash flows from financing activities: Proceeds from issuance of preferred stock — 711,200 423,800 Proceeds from issuance of common stock 11,390 1,241 260 Proceeds from short-term borrowings 355,000 — — Repayments of short-term borrowings (200,000) — — Payments for debt issuance costs (3,391) — — Proceeds from IPO 887,328 — — Payments for IPO offering costs (6,686) — — Net cash provided by financing activities 1,043,641 712,441 424,060 Net increase (decrease) in cash and cash equivalents (737) 1,145 (33) Cash and cash equivalents – beginning of year 1,708 563 596 Cash and cash equivalents – end of year $ 971 $ 1,708 $ 563 NOTE 1. BASIS OF PRESENTATION The Bright Health Group, Inc. (the “Parent Company”) condensed financial statements should be read in conjunction with our consolidated financial statements. The condensed financial statements include the activity of the Parent Company and reflect its subsidiaries using the equity method of accounting. Under the equity method, the investment in consolidated subsidiaries is stated at cost plus equity in undistributed earnings of consolidated subsidiaries. The following summarizes the major categories of the Parent Company’s financial statements (in thousands, except share and per share data) : NOTE 2. SUBSIDIARY TRANSACTIONS Investment in Subsidiaries: The Parent Company’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries. Dividends and Capital Distributions: Cash dividends from unregulated subsidiaries and included in the Cash Flows from Operating Activities in the Parent Company Condensed Statements of Cash Flows were $— million, $65.1 million and $349.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. NOTE 3. SHORT-TERM BORROWINGS Discussion of short-term borrowings can be found in Note 9 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements.” NOTE 4. COMMITMENTS AND CONTINGENCIES Certain regulated subsidiaries are guaranteed by the Parent Company in the event of insolvency. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The consolidated financial statements include the accounts of Bright Health Group, Inc. and all subsidiaries and controlled companies. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions are eliminated upon consolidation. |
Use of Estimates | Use of Estimates: The preparation of our consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the 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 and valuation and impairment of goodwill and other intangible assets. Actual results could differ from these estimates. |
Business Combinations | Business Combinations: We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within operating costs. |
Revenue Recognition and Unearned Revenue | Revenue Recognition: Premium revenue includes revenue derived from insurance contracts of Bright HealthCare, within the scope of FASB Accounting Standard Codification (“ASC”) 944, Financial Services - Insurance , as well as revenue earned by NeueHealth under capitated agreements recorded in accordance with ASC 606, Revenue from Contracts With Customers . Premium revenue is recognized in the period for which services are covered. Individual policies can be terminated by a consumer without advance notice to the Company. Consumers that have unpaid premium balances for the coverage period are subject to certain termination requirements depending on whether the premium is subsidized or nonsubsidized by CMS. The Company estimates the portion of unpaid balances that will not be collected from consumers and records an allowance accordingly. 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 was $931.2 million and $187.8 million at December 31, 2021 and 2020, respectively. Premium revenue under the MA program includes CMS monthly premiums that are risk adjusted based on CMS defined formulas using consumer demographics and hierarchical condition category codes (“HCC risk scores”) calculated based on historical data submitted to CMS on a lagged basis. RAF-related premiums settle between CMS and the Company during both a midyear and final reconciliation process. Due to the lagged nature of the reconciliation and settlement, RAF-related premiums are estimated based on the lagged information that we submitted to CMS. The accuracy of the data submissions to CMS used in the RAF reconciliation are subject to CMS audit under the RADV audits and could result in future adjustments to premiums. As of December 31, 2021 and 2020, our MA risk adjustment receivable was $75.3 million and $40.6 million, respectively, recorded in accounts receivable. The Company, in conjunction with the MA program, covers prescription drug benefits under the Medicare Prescription Drug Benefit (Medicare Part D) program. Premium revenue includes CMS monthly premiums, consumer premium and CMS low-income premium subsidy for our insurance risk coverage. Premiums are recognized ratably over the period in which eligible individuals are entitled to receive covered benefits. Our monthly payment from CMS includes prospective subsidies to cover catastrophic reinsurance and low-income cost subsidies, and the Medicare Part D coverage gap discount that the Company must cover at the point-of-sale for prescription drugs. We are not at risk for these portions of the Medicare Part D benefit design. We account for these CMS-provided subsidies and related costs on the Consolidated Balance Sheets and ultimately settle with CMS and pharmaceutical companies during the final Medicare Part D reconciliation subsequent to the plan year. As of December 31, 2021 and 2020, we had receivables of $24.1 million and $6.6 million, respectively, recorded as prepaid and other current assets, and payables of $9.8 million and $0.5 million, respectively, recorded as other current liabilities related to these programs. Our Medicare Part D premiums are subject to risk sharing with CMS under the risk corridor provisions. The risk corridor provisions compare costs targeted in our annual bid to actual prescription drug costs incurred. Our profit or loss is shared with or covered by CMS depending on the relative position within the risk corridor band. Changes in the risk corridor payable or receivable are recognized in premium revenue. As of December 31, 2021, we had a risk corridor payable of $4.1 million, which is included in other current liabilities. We had no material risk corridor receivable or payable as of December 31, 2020. Additionally, our individual policy premiums, MA and Medicare Part D prescription drug plans are subject to MLR requirements under the ACA. Plans with medical loss ratios that fall below certain targets are required to rebate ratable portions of premiums annually. As of December 31, 2021, we had MLR rebates payable of $1.1 million, which are included in other current liabilities. We had no rebates payable as of December 31, 2020. As part of our NeueHealth business, we are party to capitation arrangements that generate capitated revenue in the form of a predetermined per member per month fee in exchange for providing all defined healthcare services needed by an eligible member of the health plan, that is the other party to the arrangement. Per ASC 606, Revenue from Contracts With Customers , the capitated revenue and corresponding medical costs are presented gross as we are acting as a principal in these arrangements, bearing the primary responsibility for the delivery of the defined healthcare services and directing the performance of care activities in the fulfillment of our obligation. We generate service revenue from providing primary care services to patients in our medical clinics. Our service revenues include net patient service revenues that we bill the consumer or their insurance plan on a fee-for-service basis. We recognize revenue as medical services are rendered. Unearned Revenue: Payments received prior to the date of coverage are recorded as unearned revenue. |
Medical Costs and Medical Cost Payable | Medical Costs and Medical Costs Payable: Medical costs payable on the Consolidated Balance Sheets consists primarily of the liability for claims processed but not yet paid, estimates for claims received but not yet processed, estimates for the costs of health care services that enrollees have received but for which claims have not yet been submitted, capitation payable to providers and liabilities for physician, hospital and other medical cost disputes. The estimates for IBNR claims, which includes estimates for claims which have not been received or fully processed, are developed using an actuarial process that is consistently applied and centrally controlled. The actuarial models consider factors such as historical submission and payment data, cost trends, customer and product mix, seasonality, utilization of health care services, contracted service rates and other relevant factors. In developing our medical costs payable estimates, we apply different estimation methods depending on the month for which incurred claims are being estimated. For the most recent months, we estimate claim costs incurred by applying observed medical cost trend factors to the average per consumer per month medical costs incurred in prior months for which more complete claim data is available, supplemented by a review of near-term completion factors. For months prior to the most recent months, we apply the completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months. These estimates may change as actuarial methods change or as underlying facts upon which the estimates are based change. Management believes the amount of medical costs payable is the best estimate of our liability as of December 31, 2021; however, actual payments may differ from those established estimates. Note 8, Medical Costs Payable , discusses the development of paid and incurred claims and provides a rollforward of medical costs payable. We contract with hospitals, physicians and other providers of health care primarily within our exclusive provider networks under discounted fee-for-service arrangements, including case rates and hospital per diems, and capitated agreements to provide medical care to enrollees. Dental, vision, and other supplemental medical services are provided to consumers under capitated arrangements, and these providers are at risk for the cost of medical care services provided to our enrollees; however, we are ultimately responsible for the provision of services should the capitated provider be unable to provide the contracted services. |
Cash and Cash Equivalents | Cash and Cash Equivalents: Cash and cash equivalents include cash and investments with original maturities of three months or less when purchased. |
Investments | Investments : We invest in equity securities and debt securities of the U.S. government and other government agencies, corporate investment grade, money market funds and various other securities. We determine the appropriate classification of investments at the time they are acquired and evaluate the appropriateness of such classifications at each balance sheet date. We classify our investments in individual debt securities as available-for-sale securities or held-to-maturity securities. All available-for-sale investments maturing less than one year from the statement date that management intends to liquidate within the next year are reflected as short-term investments. Available-for-sale investments with a maturity date greater than one year are classified as long-term investments. All available-for-sale investments are measured and carried at fair value. Changes in unrealized holding gains and losses on available-for-sale securities are reflected in other comprehensive income (loss). Equity investments are classified as short-term investments and measured and carried at fair value. The changes in fair value of our equity securities are reflected in investment income within our Consolidated Statements of Income (Loss). Realized gains and losses for all investments are included in investment income. The basis for determining realized gains and losses is the specific-identification method. Interest on debt securities is recognized in investment income when earned. Premiums and discounts are amortized/accreted using methods that result in a constant yield over the securities’ expected lives. Prior to 2020, we applied the other-than-temporary impairment (“OTTI”) model for securities in an unrealized loss position, which did not result in any material impairments for the year ended December 31, 2019. Beginning January 1, 2020, we adopted the new current expected credit losses (“CECL”) model. The CECL model retained many similarities from the previous OTTI model, except it eliminated the length of time over which the fair value had been less than cost from consideration in the impairment analysis. Also, under the CECL model, expected losses on available-for-sale debt securities are recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the securities. For debt securities whose fair value is less than their amortized cost which we do not intend to sell or are not required to sell, we evaluate the expected cash flows to be received as compared to amortized cost and determine if an expected credit loss has occurred. In the event of an expected credit loss, only the amount of the impairment associated with the expected credit loss is recognized in income with the remainder, if any, of the loss recognized in other comprehensive income (loss). To the extent we have the intent to sell the debt security, or it is more likely than not we will be required to sell the debt security, before recovery of our amortized cost basis, we recognize an impairment loss in income in an amount equal to the full difference between the amortized cost basis and the fair value. Potential expected credit loss impairment is considered using a variety of factors, including the extent to which the fair value has been less than cost; adverse conditions specifically related to the industry, geographic area or financial condition of the issuer or underlying collateral of a debt security; changes in the quality of the debt security's credit enhancement; payment structure of the debt security; changes in credit rating of the debt security by the rating agencies; failure of the issuer to make scheduled principal or interest payments on the debt security and changes in prepayment speeds. For debt securities, we take into account expectations of relevant market and economic data. We estimate the amount of the expected credit loss component of a debt security as the difference between the amortized cost and the present value of the expected cash flows of the security. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase. The expected credit loss cannot exceed the full difference between the amortized cost basis and the fair value. Accrued interest receivable relating to our debt securities is presented within prepaids and other current assets in the accompanying Consolidated Balance Sheets. We do not measure an allowance for credit losses on accrued interest receivable. We recognize interest receivable write offs as a reversal of interest income. No accrued interest was written off during the years ended December 31, 2021 and 2020. |
Concentration Risk Concentration | Credit Risk Concentration: We maintain cash in bank accounts that frequently exceed federally insured limits. To date, we have not experienced any losses on such accounts. |
Restricted Investments And Statutory Deposits | Restricted Investments and Statutory Deposits: We hold pledged certificates of deposit for certain vendors and lease requirements. Restricted investments are carried at amortized cost. At December 31, 2021 and 2020, pledged certificates of deposit totaled $1.4 million and $1.1 million, respectively, and are included in short-term investments in the Consolidated Balance Sheets. The regulated insurance entities of Bright Health are required to, among other things, hold certain statutory deposits and comply with certain minimum capital requirements, such as risk-based capital requirements, under applicable state regulations, as further described in Note 15, Commitments and Contingencies . Statutory deposits are classified as held-to-maturity investments and are carried at cost. The Company’s regulated legal entities held the required deposit amounts at December 31, 2021 and 2020, totaling $8.0 million and $7.0 million, respectively. The statutory deposits are principally held in U.S. Treasury securities within a custodial or controlled account with a custodial trustee and are included primarily in short-term investments and long-term investments, consistent with classification of other similar invested assets, in the Consolidated Balance Sheets. |
Accounts Receivable, Net of Allowance | Accounts Receivable, Net of Allowance: Accounts receivable include unpaid health insurance premiums from consumers and government sponsors. Balances are carried at original invoice amount less an estimate made for doubtful accounts based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition and credit history, and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. |
Reinsurance Recoveries | Reinsurance Recoveries: We seek to limit the risk of loss on insurance contracts through the use of reinsurance agreements. These agreements do not relieve us of our primary obligation to policyholders. We have an agreement with Swiss Re Life & Health America, Inc. (“Swiss Re”) in which Swiss Re provides excess loss reinsurance coverage to the Company on individuals covered under our individual and small group policies. Effective January 1, 2021 we entered an agreement with RGA Reinsurance Company (“RGA”)(“Barbados”) in which RGA provides loss reinsurance coverage to the Company on individuals covered under our MA polices. We have a quota share agreement with RGA, an alien unauthorized reinsurer, which cedes proportional percentages of premiums and medical costs of covered business of the Company, with the difference as an experience refund of ceded premiums, less a ceding fee paid to the reinsurer. Coverage includes comprehensive individual commercial policies in Colorado, Nebraska, Oklahoma and Florida. Effective January 1, 2021, we entered into a quota share agreement with the Canada Life Assurance Company (“CLAUS”), an alien unauthorized reinsurer, which cedes proportional percentages of premiums and medical costs of covered business of the Company, with the difference as an experience refund of ceded premiums, less a ceding fee paid to the reinsurer. Coverage includes comprehensive individual commercial policies in Florida. Deposit accounting is used for this arrangement and only ceding fees are recognized in the Consolidated Statements of Income (Loss) for the years ended December 31, 2021 and 2020, respectively. Effective January 1, 2020, the state of Colorado instituted its own reinsurance program in which insurers are reimbursed at varying coinsurance rates based on the rating area of its consumers for the consumers’ aggregate claims between the attachment point and program maximum. |
Provider Risk Sharing | Provider Risk Sharing: Our MA insurance business in California maintains a risk-sharing program with contracted primary care providers and hospitals. Additionally, agreements between our provider practices and insurers contain risk-sharing provisions based on the terms of the contracts. Additional revenues which we estimate to be earned or payments we expect to make under these arrangements are recorded in prepaids and other current assets or medical costs payable, respectively, in the Consolidated Balance Sheets. |
Premium Deficiency Reserve | Premium Deficiency Reserve: Premium deficiency reserve liabilities are established when it is probable that expected future claims and maintenance expenses will exceed future premium and reinsurance recoveries on existing medical insurance contracts, including consideration of investment income. We assess if a PDR liability is needed through review of current results and forecasts. For purposes of determining premium deficiency losses, contracts are grouped consistent with our method |
Prepaids and Other Current Assets | Prepaids and Other Current Assets: Prepaids and other current assets primarily include prepaid operating expenses, pharmacy rebates receivable and, as of December 31, 2020, the escrow receivable related to business acquisitions as further described in Note 3, Business Combinations . |
Property, Equipment and Capitalized Software | Property, Equipment and Capitalized Software: Property, equipment and capitalized software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful life, ranging from 3 to 10 years. Leasehold improvements are depreciated over the shorter of the lease term or their useful life. We capitalize costs incurred related to certain software projects for internal use incurred during the application development stage. Costs related to planning activities and post implementation activities are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets: Property, equipment, capitalized software and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When evaluating long-lived assets with impairment indicators for potential impairment, we first compare the carrying value of the asset to its estimated undiscounted future cash flows. If the sum of the estimated undiscounted future cash flows is less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. |
Operating Leases | Operating Leases: We lease facilities and equipment under long-term operating leases that are non-cancelable and expire on various dates. At the lease commencement date, lease right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. We include options to extend or terminate an operating lease in the measurement of the ROU asset and lease liability when it is reasonably certain that such options will be exercised. For operating leases, the liability is amortized using the effective interest method and the asset is reduced in a manner so that rent is expensed on a straight-line basis, with all cash flows included within operating activities in the Consolidated Statements of Cash Flows. Rent expense for operating leases is recognized on a straight-line basis over the lease term, net of any applicable lease incentives. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. When an interest rate is not implicit in a lease, we utilize our incremental borrowing rate for a period that closely matches the lease term. We determine our incremental borrowing rate as the interest rate needed to finance a similar asset over a similar period of time as the lease term. Our ROU assets are included in other non-current assets, and lease liabilities are included in other current liabilities and other liabilities in the Consolidated Balance Sheets. We have elected the short-term lease exception for all classes of assets and do not apply recognition requirements for leases of 12 months or less. Expense related to short-term leases of 12 months or less is recognized on a straight-line basis over the lease term. See Note 15, Commitments and Contingencies , for additional information on our operating leases. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets: Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. We test goodwill for impairment annually at the beginning of the fourth quarter or whenever events or circumstances indicate the carrying value may not be recoverable. We test for goodwill impairment at the reporting unit level. Reporting units are determined by identifying components of operating segments which constitute businesses for which discrete financial information is available and regularly reviewed by segment management. We have three reporting units – Bright Healthcare Commercial, Bright Healthcare MA, and NeueHealth – with goodwill allocated to all of the reporting units. Our goodwill impairment testing involves a multi-step process. We may first assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. We may also elect to skip the qualitative assessment and proceed directly to the quantitative testing. When performing the quantitative testing, we calculate the fair value of the reporting unit and compare it with its carrying value, including goodwill. We estimate the fair values of our reporting units using a combination of discounted cash flows and comparable market multiples, which include assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including assumptions about revenue growth rates, medical cost ratios, operating costs, capital requirements and income taxes), long-term growth rates for determining terminal value beyond the discretely forecasted periods and discount rates. If the fair value of the reporting unit is greater than its carrying value, no goodwill impairment is recognized. If the carrying value of the reporting unit is less than its calculated fair value, we recognize an impairment equal to the difference between the carrying value of the reporting unit and its calculated fair value. There was no goodwill impairment during the years ended December 31, 2021, 2020, and 2019. Our valuation of identifiable intangible assets acquired is based on information and assumptions available to us at the time of acquisition, using income and market approaches to determine fair value, as appropriate. Intangible assets are amortized over their estimated useful lives using the straight-line method. We evaluate the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. |
Operating Costs | Operating Costs: Operating costs are recognized as incurred and relate to selling, general and administrative costs not related to medical costs. Additionally, the expense from the change in our PDR liability is included in operating costs. Policy acquisition costs, other than capitalized broker commissions, are expensed in the period incurred. |
Share-Based Compensation | Share-Based Compensation: We recognize compensation expense for share-based awards, including stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) and restricted stock awards (“RSAs”) on a straight-line basis over the related service period (generally the vesting period) of the award. Compensation expense related to stock options is based on the fair value on the date of grant, which is estimated using a Black-Scholes option valuation model. The fair value of RSUs is determined based on the closing market price of our common stock on the date of grant and the fair value of PSUs is determined using a Monte-Carlo simulation. Share-based compensation expense is recognized in operating costs in the Consolidated Statements of Income (Loss). |
Contingent Consideration | Contingent Consideration: As part of the consideration in the acquisition of AMD, we are required to make a performance-based payment equal to 15% of AMD’s earnings before interest, taxes, depreciation and amortization for the calendar year ending December 31, 2023, adjusted per the terms of the contract, multiplied by eight. We remeasure the fair value of the earnout liability at each reporting period based on our current estimates of the expected future financial performance of the business. The fair value of the earnout liability was $1.5 million and $5.7 million at December 31, 2021 and 2020, and is recorded in other liabilities on the Consolidated Balance Sheets. Changes in the fair value of the earnout liability are recognized in the Consolidated Statements of Income (Loss). We recognized a gain of $4.2 million in operating costs in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021. We did not recognize any gain or loss based on changes in fair value for the years ended December 31, 2020 and 2019. |
Income Taxes | Income Taxes: The federal income tax returns of Bright Health are completed as a consolidated return. A tax-sharing agreement allocates the consolidated federal tax liability to each company in proportion to the tax liability that would have resulted for each company if computed on a separate return basis. Deferred taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. Management evaluated the Company’s tax positions and concluded that for the years ended December 31, 2021, 2020 and 2019, the Company had taken no uncertain tax positions that require adjustment to the consolidated financial statements to comply with the provisions of this guidance. As of the consolidated financial statement date, open tax years subject to potential audit by the taxing authorities are 2018 through 2020 for the federal tax returns and 2017 through 2020 for the state tax returns. We recognize interest and penalties related to income tax matters in income tax (benefit) expense. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest: Redeemable noncontrolling interest in our subsidiaries whose redemption is outside of our control are classified as temporary equity. |
Net Loss per Share | Net Loss per Share: Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net losses attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This guidance will be effective for us in the first quarter of 2022 on a full or modified retrospective basis, with early adoption permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Operating Costs By Functional Classification | Our operating costs, by functional classification for the years ended December 31, 2021, 2020 and 2019, are as follows (in thousands) : 2021 2020 2019 Compensation and fringe benefits $ 348,240 $ 133,009 $ 50,325 Professional fees 200,189 78,740 40,601 Marketing and selling expenses 287,755 96,942 49,711 Premium taxes and fees 170,458 40,599 15,475 Premium deficiency reserve 102,785 — — General and administrative expenses 77,930 37,629 13,296 Other operating expenses 51,030 22,415 11,081 Total operating costs $ 1,238,387 $ 409,334 $ 180,489 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table discloses the preliminary estimated fair values of assets and liabilities acquired by the Company in the Centrum acquisition (in thousands) : Accounts receivable $ 1,874 Prepaids and other current assets 627 Property and equipment 2,557 Intangible assets 102,370 Other assets 8,917 Total assets 116,345 Medical payables 19 Accounts payable 359 Other current liabilities 861 Other liabilities 11,636 Total liabilities 12,875 Net identified assets acquired 103,470 Goodwill 275,066 Redeemable noncontrolling interest (82,310) Total purchase consideration $ 296,226 The following table discloses the preliminary estimated fair values of assets and liabilities acquired by the Company in the CHP acquisition, as well as measurement adjustments made during the year ended December 31, 2021 to the amounts previously reported (in thousands) : Amount Recognized as of Measurement Amounts Recognized as of Accounts receivable $ 16,361 $ 879 $ 17,240 Short-term investments 19,041 — 19,041 Prepaids and other current assets 25,520 10 25,530 Property and equipment 370 — 370 Intangible assets 102,000 — 102,000 Other assets — 1,249 1,249 Total assets 163,292 2,138 165,430 Medical costs payable 79,450 (2,771) — 76,679 Accounts payable 2,371 — 2,371 Other current liabilities 17,212 (9,229) 7,983 Other liabilities 28,622 (2,347) 26,275 Total liabilities 127,655 (14,347) 113,308 Net identified assets acquired 35,637 16,485 52,122 Goodwill 236,037 (3,595) 232,442 Total purchase consideration $ 271,674 $ 12,890 $ 284,564 The following table discloses the preliminary estimated fair values of assets and liabilities acquired by the Company in the THNM and Zipnosis acquisitions (in thousands) : THNM Zipnosis Accounts receivable $ 714 $ 1,062 Short-term investments 4,705 — Prepaids and other current assets 8,337 141 Property and equipment — 232 Intangible assets 7,300 9,180 Long-term investments 13,644 — Other non-current assets 1,324 766 Total assets 36,023 11,381 Medical costs payable 13,268 — Accounts payable 14,663 136 Unearned revenue 3,645 120 Other current liabilities 2,682 665 Other liabilities 2,499 2,730 Total liabilities 36,757 3,651 Net identified assets acquired (733) 7,730 Goodwill 4,148 62,067 Total purchase consideration $ 3,415 $ 69,797 The following table discloses the fair values of assets and liabilities acquired by the Company in the PMA acquisition (in thousands) : Accounts receivable $ 10,238 Prepaids and other current assets 76 Property and equipment 1,071 Intangible assets 66,300 Other non-current assets 6,468 Total Assets 84,153 Medical costs payable 6,973 Other current liabilities 3,004 Other liabilities 5,534 Total liabilities 15,511 Net identified assets acquired 68,642 Goodwill 45,142 Redeemable noncontrolling interest (39,600) Total purchase consideration $ 74,184 The following table discloses the fair values of assets and liabilities acquired by the Company in the BND acquisition, as well as measurement adjustments made during the year ended December 31, 2021 to the amounts initially recorded in 2020 (in thousands) : Amount Recognized as of Measurement Amounts Recognized as of Accounts receivable $ 74,128 $ — $ 74,128 Prepaid and other currents assets 30,583 — 30,583 Property and equipment 4,375 — 4,375 Intangible assets 72,600 1,900 74,500 Other non-current assets 2,906 — 2,906 Total assets 184,592 1,900 186,492 Medical costs payable 119,408 — 119,408 Other current liabilities 42,356 174 42,530 Other liabilities 10,624 108 10,732 Total liabilities 172,388 282 172,670 Net identified assets acquired 12,204 1,618 13,822 Goodwill 197,886 (1,618) 196,268 Total purchase consideration $ 210,090 $ — $ 210,090 |
Business Acquisition, Pro Forma Information | The following pro forma financial information presents our revenue and net loss as if CHP had been included in the consolidated results of the Company for the years ended December 31, 2021 and 2020 (in thousands) : Pro Forma Consolidated Statements of Income (Loss) (Unaudited) Year Ended December 31, 2021 2020 Revenue $ 4,158,259 $ 1,766,527 Net Loss (1,173,453) (221,023) The following pro forma financial information presents our revenue and net loss as if THNM and Zipnosis had been included in the consolidated results of the Company for the years ended December 31, 2021 and 2020 (in thousands) : Pro Forma Consolidated Statements of Income (Loss) (Unaudited) Year Ended December 31, 2021 2020 Revenue $ 4,077,288 922,457 Net Loss $ (1,186,833) (27,133) |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Debt Securities, Available-for-sale | The following is a summary of our investment securities as of December 31 (in thousands) : 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 192,623 $ — $ — $ 192,623 Available for sale: U.S. government and agency obligations 311,936 259 (2,200) 309,995 Corporate obligations 313,965 326 (1,104) 313,187 State and municipal obligations 16,122 33 (38) 16,117 Certificates of deposit 18,752 — — 18,752 Mortgage-backed securities 38,558 63 (67) 38,554 Other 42,889 13 (30) 42,872 Total available-for-sale securities 742,222 694 (3,439) 739,477 Held to maturity: U.S. government and agency obligations 7,739 — — 7,739 Certificates of deposit 1,447 — — 1,447 Total held-to-maturity securities 9,186 — — 9,186 Total investments $ 944,031 $ 694 $ (3,439) $ 941,286 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 153,743 $ — $ (3) $ 153,740 Available for sale: U.S. government and agency obligations 291,834 1,246 (1) 293,079 Corporate obligations 280,557 1,104 (30) 281,631 State and municipal obligations 18,459 107 — 18,566 Commercial paper 14,990 1 — 14,991 Certificates of deposit 53,504 2 (1) 53,505 Other 5,534 2 — 5,536 Total available-for-sale securities 664,878 2,462 (32) 667,308 Held to maturity: U.S. government and agency obligations 6,677 — — 6,677 Certificates of deposit 1,119 — — 1,119 Total held-to-maturity securities $ 7,796 $ — $ — $ 7,796 Total investments $ 826,417 $ 2,462 $ (35) $ 828,844 |
Schedule of Debt Securities, Held-to-maturity | The following is a summary of our investment securities as of December 31 (in thousands) : 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 192,623 $ — $ — $ 192,623 Available for sale: U.S. government and agency obligations 311,936 259 (2,200) 309,995 Corporate obligations 313,965 326 (1,104) 313,187 State and municipal obligations 16,122 33 (38) 16,117 Certificates of deposit 18,752 — — 18,752 Mortgage-backed securities 38,558 63 (67) 38,554 Other 42,889 13 (30) 42,872 Total available-for-sale securities 742,222 694 (3,439) 739,477 Held to maturity: U.S. government and agency obligations 7,739 — — 7,739 Certificates of deposit 1,447 — — 1,447 Total held-to-maturity securities 9,186 — — 9,186 Total investments $ 944,031 $ 694 $ (3,439) $ 941,286 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 153,743 $ — $ (3) $ 153,740 Available for sale: U.S. government and agency obligations 291,834 1,246 (1) 293,079 Corporate obligations 280,557 1,104 (30) 281,631 State and municipal obligations 18,459 107 — 18,566 Commercial paper 14,990 1 — 14,991 Certificates of deposit 53,504 2 (1) 53,505 Other 5,534 2 — 5,536 Total available-for-sale securities 664,878 2,462 (32) 667,308 Held to maturity: U.S. government and agency obligations 6,677 — — 6,677 Certificates of deposit 1,119 — — 1,119 Total held-to-maturity securities $ 7,796 $ — $ — $ 7,796 Total investments $ 826,417 $ 2,462 $ (35) $ 828,844 |
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 December 31 were as follows (in thousands) : December 31, 2021 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Value Unrealized U.S. government and agency obligations $ 286,823 $ (2,200) $ — $ — $ 286,823 $ (2,200) Corporate obligations 234,070 (1,104) — — 234,070 (1,104) State and municipal obligations 10,442 (38) — — 10,442 (38) Mortgage-backed securities 32,715 (67) — — 32,715 (67) Other 29,115 (30) — — 29,115 (30) Total bonds $ 593,165 $ (3,439) $ — $ — $ 593,165 $ (3,439) December 31, 2020 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Value Unrealized Cash equivalents $ 25,007 $ (3) $ — $ — $ 25,007 $ (3) U.S. government and agency obligations 12,507 (1) — — 12,507 (1) Corporate obligations 121,006 (30) — — 121,006 (30) Commercial paper 999 — — — 999 — Certificates of deposit 14,003 (1) — — 14,003 (1) Total bonds $ 173,522 $ (35) $ — $ — $ 173,522 $ (35) |
Schedule of Available-for-sale Securities by Contractual Maturity | As of December 31, 2021, the maturity of available-for-sale securities, by contractual maturity, reflected at amortized cost and fair value were as follows (in thousands) : 2021 Amortized Fair Due in one year or less $ 80,504 $ 80,626 Due after one year through five years 514,221 511,550 Due after five years through 10 years 141,308 141,120 Due after 10 years 6,189 6,181 Total debt securities $ 742,222 $ 739,477 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 and 2020, for assets measured at fair value on a recurring basis (in thousands) : 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 192,063 $ 250 $ — $ 192,313 Fixed maturity securities, available for sale: U.S. government and agency obligations 220,801 89,194 — 309,995 Corporate obligations 2,323 310,864 — 313,187 State and municipal obligations — 16,117 — 16,117 Commercial paper — — — — Certificates of deposit — 18,752 — 18,752 Mortgage-backed securities 2,404 36,150 — 38,554 Other — 42,872 — 42,872 Total fixed maturity securities, available for sale: 225,528 513,949 — 739,477 Equity securities 120,364 — — 120,364 Total assets at fair value $ 537,955 $ 514,199 $ — $ 1,052,154 Liabilities Contingent consideration $ — $ — $ 1,495 $ 1,495 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 149,499 $ 4,019 $ — $ 153,518 Fixed maturity securities, available for sale: U.S. government and agency obligations 197,886 95,193 — 293,079 Corporate obligations — 281,631 — 281,631 State and municipal obligations — 18,566 — 18,566 Commercial paper — 14,991 — 14,991 Certificates of deposit — 53,505 — 53,505 Other — 5,536 — 5,536 Total assets at fair value $ 347,385 $ 473,441 $ — $ 820,826 Liabilities Contingent consideration $ — $ — $ 5,716 $ 5,716 |
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 December 31, 2021 and 2020, for certain financial instruments not measured at fair value on a recurring basis (in thousands) : 2021 Level 1 Level 2 Level 3 Total Cash equivalents, held to maturity $ 310 $ — $ — $ 310 Fixed maturity securities, held to maturity: U.S. government and agency obligations 7,732 — — 7,732 Certificates of deposit — 1,447 — 1,447 Total held to maturity $ 8,042 $ 1,447 $ — $ 9,489 2020 Level 1 Level 2 Level 3 Total Cash equivalents $ 222 $ — $ — $ 222 Held to Maturity: U.S. government and agency obligations 6,732 — — 6,732 Certificates of deposit — 1,119 — 1,119 Total held to maturity $ 6,954 $ 1,119 $ — $ 8,073 |
Schedule of Changes in Fair Value of Contingent Consideration Liability | The following table presents the changes in fair value of the contingent consideration liability for the years ended December 31, 2021 and 2020 (in thousands) : 2021 2020 Balance at beginning of period $ 5,716 $ 5,716 Change in fair value of contingent consideration (4,221) — Balance at end of period $ 1,495 $ 5,716 |
PROPERTY, EQUIPMENT AND CAPIT_2
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Capitalized Software | Property, equipment and capitalized software at December 31, 2021 and 2020, consists of the following (in thousands) : 2021 2020 Software $ 38,800 $ 13,202 Leasehold improvements 7,135 3,604 Medical equipment 586 705 Other equipment 504 — Gross property and equipment 47,025 17,511 Less accumulated depreciation (8,681) (5,247) Property and equipment, net $ 38,344 $ 12,264 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying value of goodwill by reportable segment were as follows (in thousands) : Bright HealthCare NeueHealth Gross Carrying Amount Cumulative Gross Carrying Amount Cumulative Impairment Balance at January 1, 2020 $ — $ — $ 20,125 $ — Acquisitions 197,886 — 45,142 — Purchase adjustments — — (118) — Balance at December 31, 2020 197,886 — 65,149 — Acquisitions 240,185 — 337,133 — Purchase adjustments (5,213) — — — Balance at December 31, 2021 $ 432,858 $ — $ 402,282 $ — |
Schedule of Finite-Lived Intangible Assets | The gross carrying value and accumulated amortization for definite-lived intangible assets were as follows (in thousands) : December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Gross Carrying Amount Accumulated Customer relationships $ 209,421 $ 21,728 $ 117,451 $ 3,664 Trade names 99,241 6,738 38,161 1,604 Provider networks 59,000 6,556 — — Developed technology 6,300 675 — — Other 6,400 805 2,000 133 Total $ 380,362 $ 36,502 $ 157,612 $ 5,401 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The acquisition date fair values and weighted average useful lives assigned to definite-lived intangible assets consisted of the following by year of acquisition (in thousands, except years) : 2021 2020 Fair Value Weighted- Average Useful Life (in years) Fair Value Weighted- Average Useful Life (in years) Customer relationships $ 90,770 10.2 $ 106,200 10.6 Trade names 60,380 14.9 30,700 15.0 Provider networks 59,000 4.5 — Developed technology 6,300 7.0 — Other 4,400 7.0 2,000 10.0 Total $ 220,850 9.5 $ 138,900 11.6 |
Finite-lived Intangible Assets Amortization Expense | Estimated full year amortization expense relating to intangible assets for each of the next five years ending December 31 is as follows (in thousands) : 2022 $ 56,299 2023 $ 42,052 2024 $ 41,913 2025 $ 41,913 2026 $ 28,685 |
MEDICAL COSTS PAYABLE (Tables)
MEDICAL COSTS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31 (in thousands) : 2021 2020 2019 Medical costs payable – January 1 $ 249,777 $ 44,804 $ 22,978 Incurred related to: Current year 3,955,146 1,057,064 233,447 Prior year 9,549 (8,622) (7,427) Total incurred 3,964,695 1,048,442 226,020 Paid related to: Current year 3,242,674 941,401 188,919 Prior year 246,560 33,479 15,275 Total paid 3,489,234 974,880 204,194 Acquired claims liabilities 92,737 131,411 — Medical costs payable – December 31 $ 817,975 $ 249,777 $ 44,804 The table below details the components making up the medical costs payable as of December 31 (in thousands) : 2021 2020 Claims unpaid $ 36,874 $ 23,269 Provider incentive payable 85,544 16,963 Claims adjustment expense liability 14,131 2,487 Incurred but not reported (IBNR) 681,426 207,058 Total medical costs payable $ 817,975 $ 249,777 |
Short-duration Insurance Contracts, Claims Development | The information about incurred and paid claims development for the years ended December 31, 2019 through 2021 is presented as supplementary information as follows and is inclusive of claims incurred and paid related to Brand New Day, PMA, THNM, CHP and Centrum prior and subsequent to the acquisition dates (in thousands) : Incurred Claims and Allocated Claim Adjustment Total Incurred but For the Years Ended December 31, (Unaudited) (Unaudited) Accident Year 2019 2020 2021 2019 1,322,197 1,305,816 1,312,836 32 2020 — 1,888,151 1,881,026 5,393 2021 — — 4,120,436 675,931 Total $ 7,314,298 Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance (in thousands) For the Years Ended December 31, (Unaudited) (Unaudited) Accident Year 2019 2020 2021 2019 1,145,194 1,299,119 1,304,658 2020 — 1,564,863 1,876,061 2021 — — 3,370,286 Total $ 6,551,005 All outstanding liabilities before 2019, net of reinsurance 3 Liabilities for claim and claim adjustment expenses, net of reinsurance $ 763,296 December 31, 2021 Net outstanding liabilities $ 763,296 Reinsurance recoverable on unpaid claims 54,679 Total gross liability for unpaid claims and claims $ 817,975 |
PREFERRED STOCK (Tables)
PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity [Abstract] | |
Schedule of Temporary Equity | The detail of our Preferred Stock as of December 31, 2020 is as follows (in thousands): Preferred Stock Series Preferred Shares Authorized Preferred Shares Issued Preferred Shares Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion A 32,439 32,439 32,439 $ 81,690 $ 82,718 22,018 B 32,278 32,278 32,278 163,000 163,000 96,834 C 26,065 26,065 26,065 200,000 200,000 78,196 D 48,101 48,101 48,101 718,500 722,710 144,304 E 27,424 25,362 25,362 517,825 517,825 76,085 Total 166,307 164,245 164,245 $ 1,681,015 $ 1,686,253 417,437 The detail of our preferred stock as of December 31, 2019 is as follows (in thousands): Preferred Stock Series Preferred Shares Authorized Preferred Shares Issued Preferred Shares Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion A 39,778 32,439 32,439 $ 81,690 $ 82,718 22,018 B 32,278 32,278 32,278 163,000 163,000 96,834 C 26,065 26,065 26,065 200,000 200,000 78,196 D 54,757 28,440 28,440 427,300 427,300 85,319 Total 152,878 119,222 119,222 $ 871,990 $ 873,018 282,367 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The calculated value of each option award is estimated on the date of grant using a Black- Scholes option valuation model that used the following assumptions for options granted during 2021, 2020 and 2019: 2021 2020 2019 Risk-free interest rate 0.8 % 0.9 % 2.2 % Expected volatility 33.4 % 31.3 % 28.3 % Expected dividend rate 0.0 % 0.0 % 0.0 % Forfeiture rate 14.4 % 14.5 % 14.5 % Expected life in years 6.1 6.1 6.1 |
Schedule of Share-based Payment Arrangement, Option, Activity | The activity for the stock options for the year ended December 31, 2021 is as follows (in thousands, except exercise price and contractual life) : Shares Weighted- Weighted-Average Aggregate Outstanding at January 1, 2021 63,925 1.47 8.7 $ 53,573 Granted 20,648 2.63 Exercised (9,871) 1.12 Forfeited (5,447) 1.80 Expired (11) 1.09 Outstanding at December 31, 2021 69,244 $ 1.84 8.2 $ 113,908 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes RSU award activity for the year ended December 31, 2021 ( in thousands, except weighted average grant date fair value ) : RSU Number of RSUs Weighted Average Grant Date Fair Value Unvested RSUs at January 1, 2021 — $ — RSUs granted 15,687 3.99 RSUs canceled (36) 9.01 Unvested RSUs at December 31, 2021 15,651 $ 3.98 |
Share-based Payment Arrangement, Performance Shares, Activity | The following table summarizes PSU award activity for the year ended December 31, 2021 (in thousands, except weighted average grant date fair value) : PSU Number of PSUs Weighted Average Grant Date Fair Value Unvested PSUs at January 1, 2021 — $ — PSUs granted 14,700 9.30 PSUs canceled — — Unvested PSUs at December 31, 2021 14,700 $ 9.30 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31 (in thousands, except for per share amounts) : 2021 2020 2019 Net loss $ (1,184,862) $ (248,442) $ (125,337) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 392,243 136,193 134,486 Net loss per share attributable to common stockholders, basic and diluted $ (3.02) $ (1.82) $ (0.93) |
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 years ended December 31 (in thousands) : 2021 2020 2019 Redeemable preferred stock — 417,437 282,367 Stock options to purchase common stock 69,244 63,925 37,872 Restricted stock units 15,651 — — Total 84,895 481,362 320,239 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax benefit for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands) : 2021 2020 2019 Current $ 84 $ — $ — Deferred (26,605) (9,161) — Total income tax (benefit) expense $ (26,521) $ (9,161) $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory tax rate (21%) to the effective income tax rate for the years ended December 31, 2021, 2020 and 2019, is as follows (in thousands) : 2021 2020 2019 Tax benefit at federal statutory rate $ (254,391) $ (52,173) $ (26,321) Increase (decrease) in income taxes resulting from: Adjustment to deferred tax valuation allowance 219,478 43,012 26,321 Permanent adjustments - compensation related 13,342 — — Permanent adjustments 2,180 — — State income taxes, net of federal benefit (9,158) — — Prior year adjustments (306) — — Other, net 2,334 — — Income tax benefit $ (26,521) $ (9,161) $ — Effective tax rate 2.2 % 3.6 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences related to deferred tax assets and liabilities for the years ended December 31, 2021 and 2020, are as follows (in thousands) : 2021 2020 Deferred tax assets: Net operating loss carryforward $ 364,574 $ 107,002 Premiums received in advance 2,314 1,454 Accrued salaries and benefits 11,194 5,246 Section 195 startup expenditures 2,164 2,164 Adjustment for noncontrolling interest 5,209 — Intangible amortization 2,798 — Transaction costs 1,472 — Depreciation expense 653 — Investment loss 232 — Other 3,268 1,173 Total deferred tax assets 393,878 117,039 Less valuation allowance (331,625) (99,537) Total deferred tax assets, net valuation allowance 62,253 17,502 Deferred tax liabilities: Prepaid expenses (7,972) (1,195) Fixed assets (458) (628) Goodwill and intangible assets (38,712) (15,447) Unrealized gains (16,147) (509) Investment income — (3) Total deferred tax liabilities (63,289) (17,782) Net deferred tax liabilities $ (1,036) $ (280) |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Assets and Liabilities | At December 31, 2021 and 2020, the assets and liabilities related to operating leases in our Consolidated Balance Sheets are as follows (in thousands) : Balance Sheet Location 2021 2020 Assets Operating lease ROU assets Other non-current assets $ 45,345 $ 26,965 Liabilities Operating lease liabilities — current Other current liabilities 13,227 6,569 Operating lease liabilities — non-current Other liabilities 37,039 21,851 Total lease liabilities $ 50,266 $ 28,420 |
Lease, Cost | Supplemental cash flow and noncash information related to our operating leases was as follows (in thousands) : 2021 2020 Operating cash flows from operating leases $ 16,616 $ 6,131 ROU assets obtained in exchange for new lease liabilities 14,932 7,793 ROU assets obtained from acquisitions 11,956 8,392 Weighted-average remaining lease term (in years) 5.2 5.6 Weighted-average discount rate 6.0% 6.0% |
Lessee, Operating Lease, Liability, Maturity | At December 31, 2021, future minimum annual lease payments under all noncancelable operating leases are as follows (in thousands) : Minimum Lease Years ending December 31: 2022 $ 13,649 2023 12,038 2024 10,688 2025 7,956 2026 5,864 Thereafter 8,868 Undiscounted future minimum payments 59,063 Imputed interest (8,797) Total reported lease liability $ 50,266 |
SEGMENT AND GEOGRAPHICAL INFO_2
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Financial Information | The following tables present the reportable segment financial information for the years ended December 31, 2021 and 2020 (in thousands) : Year Ended December 31, 2021 Bright HealthCare NeueHealth Eliminations Consolidated Premium revenue $ 3,809,794 $ 92,920 $ — $ 3,902,714 Service revenue 103 42,598 — 42,701 Investment income 3,739 80,235 — 83,974 Total unaffiliated revenue 3,813,636 215,753 — 4,029,389 Affiliated revenue — 277,426 (277,426) — Total segment revenue 3,813,636 493,179 (277,426) 4,029,389 Operating loss (1,111,171) (86,985) — (1,198,156) Depreciation and amortization $ 17,068 $ 18,416 $ — $ 35,484 Year Ended December 31, 2020 Bright HealthCare NeueHealth Eliminations Consolidated Premium revenue $ 1,172,545 $ 7,793 $ — $ 1,180,338 Service revenue — 18,514 — 18,514 Investment income 8,468 — — 8,468 Total unaffiliated revenue 1,181,013 26,307 — 1,207,320 Affiliated revenue — 10,840 (10,840) — Total segment revenue 1,181,013 37,147 (10,840) 1,207,320 Operating loss (248,896) (8,707) — (257,603) Depreciation and amortization $ 6,394 $ 1,895 $ — $ 8,289 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table provides details of our redeemable noncontrolling interest activity for the years ended December 31, 2021 and 2020 (in thousands) : Redeemable Noncontrolling Interest Balance at January 1, 2020 $ — Acquisitions 39,600 Balance at December 31, 2020 $ 39,600 Acquisitions 82,310 Loss attributable to noncontrolling interest (29,263) Measurement adjustment 35,760 Balance at December 31, 2021 $ 128,407 |
CONDENSED FINANCIAL INFORMATI_2
CONDENSED FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Balance Sheet | Bright Health Group, Inc. Parent Company Condensed Balance Sheets As of December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 971 $ 1,708 Short-term investments 1,119 1,119 Investment in subsidiaries 1,301,937 1,172,126 Other assets 2,885 64 Total assets 1,306,912 1,175,017 Liabilities, Redeemable Preferred Stock and Shareholders’ Equity (Deficit) Current liabilities: Related-party payable, net 988 100 Short-term borrowings 155,000 — Other current liabilities 2,469 — Total liabilities 158,457 100 Commitments and contingencies (Note 15) Redeemable preferred stock, $0.0001 par value; — and 166,307,087 shares authorized in 2021 and 2020, respectively; — and 164,244,893 shares issued and outstanding in 2021 and 2020, respectively — 1,681,015 Shareholders’ equity (deficit): Common stock, $0.0001 par value; 3,000,000,000 and 658,993,725 shares authorized in 2021 and 2020, respectively; 628,622,872 and 137,662,698 shares issued and outstanding in 2021 and 2020, respectively 63 14 Additional paid-in capital 2,861,243 9,877 Retained earnings (deficit) (1,700,851) (515,989) Treasury stock, at cost, 2,522,148 and — shares at December 31, 2021 and 2020, respectively (12,000) — Total shareholders’ equity (deficit) 1,148,455 (506,098) Total liabilities, redeemable preferred stock and shareholders’ equity (deficit) $ 1,306,912 $ 1,175,017 |
Condensed Statements of Income (Loss) and Comprehensive Income (Loss) | Bright Health Group, Inc. Parent Company Condensed Statements of Income (Loss) and Comprehensive Income (Loss) For the Years Ended December 31, 2021 2020 2019 Revenue: Investment income $ 30 $ 26 $ 16 Total revenue 30 26 16 Operating costs: Operating costs 69,170 5,867 2,194 Total operating costs 69,170 5,867 2,194 Interest expense 7,732 — — Loss before income taxes and equity in net loss of subsidiaries (76,872) (5,841) (2,178) Income tax expense (benefit) 17 — (123) Loss before equity in net loss of subsidiaries (76,889) (5,841) (2,055) Equity in net loss of subsidiaries (1,107,973) (242,601) (123,282) Net loss (1,184,862) (248,442) (125,337) Unrealized investment holding (losses) gains (6,163) 1,556 1,211 Less: reclassification adjustments for investment (losses) gains (402) 112 38 Other comprehensive (loss) income (5,761) 1,444 1,173 Comprehensive loss $ (1,190,623) $ (246,998) $ (124,164) |
Condensed Statements of Cash Flow | Bright Health Group, Inc. Parent Company Condensed Statements of Cash Flows For the Years Ended December 31, 2021 2020 2019 Net cash provided by (used in) operating activities (4,888) (168) (557) Cash flows from investing activities: Purchases of investments — (1,119) (1,191) Proceeds from sales, paydown, and maturities of investments. — 1,191 455 Capital contributions to operating subsidiaries (607,699) (480,869) (390,945) Business acquisition, net of cash acquired (431,791) (230,331) (31,855) Net cash used in investing activities (1,039,490) (711,128) (423,536) Cash flows from financing activities: Proceeds from issuance of preferred stock — 711,200 423,800 Proceeds from issuance of common stock 11,390 1,241 260 Proceeds from short-term borrowings 355,000 — — Repayments of short-term borrowings (200,000) — — Payments for debt issuance costs (3,391) — — Proceeds from IPO 887,328 — — Payments for IPO offering costs (6,686) — — Net cash provided by financing activities 1,043,641 712,441 424,060 Net increase (decrease) in cash and cash equivalents (737) 1,145 (33) Cash and cash equivalents – beginning of year 1,708 563 596 Cash and cash equivalents – end of year $ 971 $ 1,708 $ 563 |
ORGANIZATION AND OPERATIONS (De
ORGANIZATION AND OPERATIONS (Details) $ / shares in Units, $ in Thousands | Jun. 28, 2021USD ($)$ / sharesshares | Jun. 02, 2021 | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Stock split, conversion ratio | 3 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Payments of stock issuance costs | $ 6,686 | $ 0 | $ 0 | ||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued (in shares) | shares | 51,350,000 | ||||
Price per share of common stock (in dollars per share) | $ / shares | $ 18 | ||||
Proceeds from sale of stock | $ 887,300 | ||||
Payments of stock issuance costs | 37,000 | ||||
Deferred offering costs | $ 6,700 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)reportingUnit | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Risk adjustment payable | $ 931,170,000 | $ 187,777,000 | |
Risk adjustment receivable, current | 75,300,000 | 40,600,000 | |
Prescription drug benefits, receivables | 24,100,000 | 6,600,000 | |
Prescription drug benefits, payable | 9,800,000 | 500,000 | |
Risk corridor payable | 4,100,000 | 0 | |
Risk corridor receivable | 0 | ||
Policy premiums, rebates payable | 1,100,000 | 0 | |
Quality incentive and shared savings payables | 13,900,000 | 9,600,000 | |
Claims adjustment expense liability | 14,131,000 | 2,487,000 | |
Short-term investments | 193,835,000 | 499,928,000 | |
Prepaid reinsurance premiums | 91,500,000 | 26,900,000 | |
Reinsurance payable | 9,800,000 | 2,400,000 | |
Net reinsurance recoveries | (19,200,000) | (4,000,000) | $ (5,900,000) |
Quota share ceding fees and reimbursable administrative expenses | 8,800,000 | 1,500,000 | 700,000 |
Risk sharing payable | 40,500,000 | 7,400,000 | |
Risk sharing receivable | 5,900,000 | 4,700,000 | |
Premium deficiency reserve | 102,800,000 | 0 | |
Impairmentof long-lived assets | $ 0 | 0 | 0 |
Number of reporting units | reportingUnit | 3 | ||
Goodwill impairment | $ 0 | 0 | 0 |
Performance-based payment, percent of earnings | 15.00% | ||
Multiplier of performance-based payment, percent of earnings | 8 | ||
Gain on contingent consideration | $ 4,200,000 | 0 | $ 0 |
Pledged Certificates Of Deposit | |||
Property, Plant and Equipment [Line Items] | |||
Short-term investments | 1,400,000 | 1,100,000 | |
Statutory Deposits | |||
Property, Plant and Equipment [Line Items] | |||
Investments | $ 8,000,000 | $ 7,000,000 | |
Customer Concentration Risk | Revenue Benchmark | IFP | FLORIDA | |||
Property, Plant and Equipment [Line Items] | |||
Concentration risk | 34.00% | 12.00% | |
Customer Concentration Risk | Revenue Benchmark | IFP | NORTH CAROLINA | |||
Property, Plant and Equipment [Line Items] | |||
Concentration risk | 12.00% | 9.00% | |
Customer Concentration Risk | Revenue Benchmark | MA | |||
Property, Plant and Equipment [Line Items] | |||
Concentration risk | 31.00% | 36.00% | |
AMD | |||
Property, Plant and Equipment [Line Items] | |||
Contingent consideration | $ 1,500,000 | $ 5,700,000 | |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and capitalized software, estimated useful lives | 3 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and capitalized software, estimated useful lives | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Operating Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Compensation and fringe benefits | $ 348,240 | $ 133,009 | $ 50,325 |
Professional fees | 200,189 | 78,740 | 40,601 |
Marketing and selling expenses | 287,755 | 96,942 | 49,711 |
Premium taxes and fees | 170,458 | 40,599 | 15,475 |
Premium deficiency reserve expense | 102,785 | 0 | 0 |
General and administrative expenses | 77,930 | 37,629 | 13,296 |
Other operating expenses | 51,030 | 22,415 | 11,081 |
Total operating costs | $ 1,238,387 | $ 409,334 | $ 180,489 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands | Jul. 01, 2021 | Apr. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 9 years 6 months | 11 years 7 months 6 days | ||||||
Intangible assets acquired | $ 220,850 | $ 138,900 | ||||||
Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 14 years 10 months 24 days | 15 years | ||||||
Intangible assets acquired | $ 60,380 | $ 30,700 | ||||||
Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 10 years 2 months 12 days | 10 years 7 months 6 days | ||||||
Intangible assets acquired | $ 90,770 | $ 106,200 | ||||||
Provider networks | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 4 years 6 months | |||||||
Intangible assets acquired | $ 59,000 | 0 | ||||||
Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 7 years | |||||||
Intangible assets acquired | $ 6,300 | 0 | ||||||
Centrum | ||||||||
Business Acquisition [Line Items] | ||||||||
Voting interest acquired | 75.00% | |||||||
Payments to acquire business, gross | $ 222,400 | |||||||
Equity interest issued | 75,000 | |||||||
Total consideration | 296,200 | |||||||
Cash acquired | $ 1,200 | |||||||
Transaction costs | 1,000 | |||||||
Centrum | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 15 years | |||||||
Centrum | Customer Relationships | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 2 years | |||||||
Centrum | Customer Relationships | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 15 years | |||||||
Centrum | Provider networks | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 4 years 6 months | |||||||
CHP | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire business, gross | $ 276,000 | |||||||
Equity interest issued | 79,800 | |||||||
Total consideration | 271,700 | |||||||
Cash acquired | 84,100 | |||||||
Transaction costs | 200 | $ 1,400 | ||||||
Working capital adjustment | $ 12,900 | |||||||
Pro forma, revenue | 4,158,259 | 1,766,527 | ||||||
Pro forma, net loss | (1,173,453) | $ (221,023) | ||||||
CHP | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 15 years | |||||||
CHP | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 10 years | |||||||
CHP | Provider Network | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 7 years | |||||||
THNM | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire business, gross | $ 27,500 | |||||||
Total consideration | 3,400 | |||||||
Cash acquired | $ 24,100 | |||||||
THNM | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 15 years | |||||||
THNM | Customer Relationships | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 10 years | |||||||
THNM | Customer Relationships | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 14 years | |||||||
THNM | Provider Network | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 7 years | |||||||
Zipnosis | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire business, gross | $ 73,000 | |||||||
Equity interest issued | 55,100 | |||||||
Total consideration | 69,800 | |||||||
Cash acquired | 3,200 | |||||||
Transaction costs | 500 | |||||||
Tangible net equity adjustment | $ 500 | |||||||
Zipnosis | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 5 years | |||||||
Zipnosis | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 15 years | |||||||
Zipnosis | Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 7 years | |||||||
PMA | ||||||||
Business Acquisition [Line Items] | ||||||||
Voting interest acquired | 62.00% | 62.00% | ||||||
Payments to acquire business, gross | $ 59,600 | |||||||
Equity interest issued | 17,800 | |||||||
Total consideration | 74,200 | |||||||
Cash acquired | 3,200 | |||||||
Transaction costs | $ 700 | |||||||
Pro forma, revenue | 1,300,000 | |||||||
Pro forma, net loss | (239,900) | |||||||
PMA | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 15 years | |||||||
Intangible assets acquired | $ 5,800 | |||||||
PMA | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets acquired | $ 60,500 | |||||||
PMA | Customer Relationships | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 7 years | |||||||
PMA | Customer Relationships | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 10 years | |||||||
BND | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire business, gross | $ 206,900 | |||||||
Equity interest issued | 80,000 | |||||||
Total consideration | 210,100 | |||||||
Cash acquired | 32,800 | |||||||
Transaction costs | 3,800 | |||||||
Pro forma, revenue | 1,400,000 | |||||||
Pro forma, net loss | $ (264,400) | |||||||
Escrow adjustment | $ 44,000 | |||||||
BND | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 15 years | |||||||
Intangible assets acquired | $ 25,600 | |||||||
BND | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 12 years | |||||||
Intangible assets acquired | $ 46,900 | |||||||
BND | Provider Network | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 10 years | |||||||
Intangible assets acquired | $ 2,000 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | 9 Months Ended | 20 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jul. 01, 2021 | Apr. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | |
Business Acquisition, Date of Acquisition [Abstract] | |||||||
Goodwill | $ 835,140 | $ 835,140 | $ 263,035 | ||||
Centrum | |||||||
Business Acquisition, Date of Acquisition [Abstract] | |||||||
Accounts receivable | $ 1,874 | ||||||
Prepaids and other current assets | 627 | ||||||
Property and equipment | 2,557 | ||||||
Intangible assets | 102,370 | ||||||
Other assets | 8,917 | ||||||
Total Assets | 116,345 | ||||||
Medical costs payable | 19 | ||||||
Accounts payable | 359 | ||||||
Other current liabilities | 861 | ||||||
Other liabilities | 11,636 | ||||||
Total liabilities | 12,875 | ||||||
Net identified assets acquired | 103,470 | ||||||
Goodwill | 275,066 | ||||||
Redeemable noncontrolling interest | (82,310) | ||||||
Total purchase consideration | $ 296,226 | ||||||
CHP | |||||||
Business Acquisition, Date of Acquisition [Abstract] | |||||||
Accounts receivable | 17,240 | 17,240 | $ 16,361 | ||||
Measurement Period Adjustments, Accounts receivable | 879 | ||||||
Short-term investments | 19,041 | 19,041 | 19,041 | ||||
Measurement Period Adjustments, Short-term investments | 0 | ||||||
Prepaids and other current assets | 25,530 | 25,530 | 25,520 | ||||
Measurement Period Adjustments, Prepaid and other current assets | 10 | ||||||
Property and equipment | 370 | 370 | 370 | ||||
Measurement Period Adjustments, Property and equipment | 0 | ||||||
Intangible assets | 102,000 | 102,000 | 102,000 | ||||
Measurement Period Adjustments, Intangible assets | 0 | ||||||
Other assets | 1,249 | 1,249 | 0 | ||||
Measurement Period Adjustments, Other non-current assets | 1,249 | ||||||
Total Assets | 165,430 | 165,430 | 163,292 | ||||
Measurement Period Adjustments, Assets | 2,138 | ||||||
Medical costs payable | 76,679 | 76,679 | 79,450 | ||||
Measurement Period Adjustments, Medical costs payable | (2,771) | ||||||
Accounts payable | 2,371 | 2,371 | 2,371 | ||||
Measurement Period Adjustment, Accounts payable | 0 | ||||||
Other current liabilities | 7,983 | 7,983 | 17,212 | ||||
Measurement Period Adjustments, Other current liabilities | (9,229) | ||||||
Other liabilities | 26,275 | 26,275 | 28,622 | ||||
Measurement Period Adjustments, Other liabilities | (2,347) | ||||||
Total liabilities | 113,308 | 113,308 | 127,655 | ||||
Measurement Period Adjustments, Liabilities | (14,347) | ||||||
Net identified assets acquired | 52,122 | 52,122 | 35,637 | ||||
Measurement Period Adjustments, Net Identified Assets Acquired | 16,485 | ||||||
Goodwill | 232,442 | 232,442 | 236,037 | ||||
Measurement Period Adjustments, Goodwill | (3,595) | ||||||
Total purchase consideration | 284,564 | 284,564 | $ 271,674 | ||||
Measurement Period Adjustments, Purchase Consideration | 12,890 | ||||||
THNM | |||||||
Business Acquisition, Date of Acquisition [Abstract] | |||||||
Accounts receivable | $ 714 | ||||||
Short-term investments | 4,705 | ||||||
Prepaids and other current assets | 8,337 | ||||||
Property and equipment | 0 | ||||||
Intangible assets | 7,300 | ||||||
Long-term investments | 13,644 | ||||||
Other assets | 1,324 | ||||||
Total Assets | 36,023 | ||||||
Medical costs payable | 13,268 | ||||||
Accounts payable | 14,663 | ||||||
Unearned revenue | 3,645 | ||||||
Other current liabilities | 2,682 | ||||||
Other liabilities | 2,499 | ||||||
Total liabilities | 36,757 | ||||||
Net identified assets acquired | (733) | ||||||
Goodwill | 4,148 | ||||||
Total purchase consideration | 3,415 | ||||||
Zipnosis | |||||||
Business Acquisition, Date of Acquisition [Abstract] | |||||||
Accounts receivable | 1,062 | ||||||
Short-term investments | 0 | ||||||
Prepaids and other current assets | 141 | ||||||
Property and equipment | 232 | ||||||
Intangible assets | 9,180 | ||||||
Long-term investments | 0 | ||||||
Other assets | 766 | ||||||
Total Assets | 11,381 | ||||||
Medical costs payable | 0 | ||||||
Accounts payable | 136 | ||||||
Unearned revenue | 120 | ||||||
Other current liabilities | 665 | ||||||
Other liabilities | 2,730 | ||||||
Total liabilities | 3,651 | ||||||
Net identified assets acquired | 7,730 | ||||||
Goodwill | 62,067 | ||||||
Total purchase consideration | $ 69,797 | ||||||
PMA | |||||||
Business Acquisition, Date of Acquisition [Abstract] | |||||||
Accounts receivable | 10,238 | ||||||
Prepaids and other current assets | 76 | ||||||
Property and equipment | 1,071 | ||||||
Intangible assets | 66,300 | ||||||
Other assets | 6,468 | ||||||
Total Assets | 84,153 | ||||||
Medical costs payable | 6,973 | ||||||
Other current liabilities | 3,004 | ||||||
Other liabilities | 5,534 | ||||||
Total liabilities | 15,511 | ||||||
Net identified assets acquired | 68,642 | ||||||
Goodwill | 45,142 | ||||||
Redeemable noncontrolling interest | (39,600) | ||||||
Total purchase consideration | $ 74,184 | ||||||
BND | |||||||
Business Acquisition, Date of Acquisition [Abstract] | |||||||
Accounts receivable | 74,128 | 74,128 | $ 74,128 | ||||
Measurement Period Adjustments, Accounts receivable | 0 | ||||||
Prepaids and other current assets | 30,583 | 30,583 | 30,583 | ||||
Measurement Period Adjustments, Prepaid and other current assets | 0 | ||||||
Property and equipment | 4,375 | 4,375 | 4,375 | ||||
Measurement Period Adjustments, Property and equipment | 0 | ||||||
Intangible assets | 74,500 | 74,500 | 72,600 | ||||
Measurement Period Adjustments, Intangible assets | 1,900 | ||||||
Other assets | 2,906 | 2,906 | 2,906 | ||||
Measurement Period Adjustments, Other non-current assets | 0 | ||||||
Total Assets | 186,492 | 186,492 | 184,592 | ||||
Measurement Period Adjustments, Assets | 1,900 | ||||||
Medical costs payable | 119,408 | 119,408 | 119,408 | ||||
Measurement Period Adjustments, Medical costs payable | 0 | ||||||
Other current liabilities | 42,530 | 42,530 | 42,356 | ||||
Measurement Period Adjustments, Other current liabilities | 174 | ||||||
Other liabilities | 10,732 | 10,732 | 10,624 | ||||
Measurement Period Adjustments, Other liabilities | 108 | ||||||
Total liabilities | 172,670 | 172,670 | 172,388 | ||||
Measurement Period Adjustments, Liabilities | 282 | ||||||
Net identified assets acquired | 13,822 | 13,822 | 12,204 | ||||
Measurement Period Adjustments, Net Identified Assets Acquired | 1,618 | ||||||
Goodwill | 196,268 | 196,268 | 197,886 | ||||
Measurement Period Adjustments, Goodwill | (1,618) | ||||||
Total purchase consideration | $ 210,090 | 210,090 | $ 210,090 | ||||
Measurement Period Adjustments, Purchase Consideration | $ 0 |
BUSINESS COMBINATIONS - Sched_2
BUSINESS COMBINATIONS - Schedule of Pro Forma Revenue and Net Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CHP | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenue | $ 4,158,259 | $ 1,766,527 |
Net Loss | (1,173,453) | (221,023) |
THNM And Zipnosis | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenue | 4,077,288 | 922,457 |
Net Loss | $ (1,186,833) | $ (27,133) |
INVESTMENTS - Schedule of Inves
INVESTMENTS - Schedule of Investment Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, Amortized Cost | $ 192,623 | $ 153,743 |
Cash equivalents, Gross Unrealized Gains | 0 | 0 |
Cash equivalents, Gross Unrealized Losses | 0 | (3) |
Cash equivalents, Carrying Value | 192,623 | 153,740 |
Amortized Cost | 742,222 | 664,878 |
Gross Unrealized Gains | 694 | 2,462 |
Gross Unrealized Losses | (3,439) | (32) |
Fixed maturity securities, available for sale: | 739,477 | 667,308 |
Debt Securities, Held-to-maturity, Securities [Line Items] | ||
Amortized Cost | 9,186 | 7,796 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Amortized Cost, Total investments | 944,031 | 826,417 |
Gross Unrealized Gains, Total investments | 694 | 2,462 |
Gross Unrealized Losses, Total investments | (3,439) | (35) |
Carrying Value, Total investments | 941,286 | 828,844 |
U.S. government and agency obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 311,936 | 291,834 |
Gross Unrealized Gains | 259 | 1,246 |
Gross Unrealized Losses | (2,200) | (1) |
Fixed maturity securities, available for sale: | 309,995 | 293,079 |
Debt Securities, Held-to-maturity, Securities [Line Items] | ||
Amortized Cost | 7,739 | 6,677 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Corporate obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 313,965 | 280,557 |
Gross Unrealized Gains | 326 | 1,104 |
Gross Unrealized Losses | (1,104) | (30) |
Fixed maturity securities, available for sale: | 313,187 | 281,631 |
State and municipal obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 16,122 | 18,459 |
Gross Unrealized Gains | 33 | 107 |
Gross Unrealized Losses | (38) | 0 |
Fixed maturity securities, available for sale: | 16,117 | 18,566 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 14,990 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | 0 | |
Fixed maturity securities, available for sale: | 14,991 | |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 18,752 | 53,504 |
Gross Unrealized Gains | 0 | 2 |
Gross Unrealized Losses | 0 | (1) |
Fixed maturity securities, available for sale: | 18,752 | 53,505 |
Debt Securities, Held-to-maturity, Securities [Line Items] | ||
Amortized Cost | 1,447 | 1,119 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 38,558 | |
Gross Unrealized Gains | 63 | |
Gross Unrealized Losses | (67) | |
Fixed maturity securities, available for sale: | 38,554 | |
Other | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 42,889 | 5,534 |
Gross Unrealized Gains | 13 | 2 |
Gross Unrealized Losses | (30) | 0 |
Fixed maturity securities, available for sale: | $ 42,872 | $ 5,536 |
INVESTMENTS - Schedule of Inv_2
INVESTMENTS - Schedule of Investments in Continuous Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | $ 593,165 | $ 173,522 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (3,439) | (35) |
Available-for-sale securities, 12 months or greater, Fair Value | 0 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | 0 | 0 |
Available-for-sale securities, Fair Value | 593,165 | 173,522 |
Available-for-sale securities, Unrealized Losses | (3,439) | (35) |
U.S. government and agency obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 25,007 | |
Available-for-sale securities, less than 12 months, Unrealized Losses | (3) | |
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 | 25,007 | |
Available-for-sale securities, Unrealized Losses | (3) | |
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 | 286,823 | 12,507 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (2,200) | (1) |
Available-for-sale securities, 12 months or greater, Fair Value | 0 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | 0 | 0 |
Available-for-sale securities, Fair Value | 286,823 | 12,507 |
Available-for-sale securities, Unrealized Losses | (2,200) | (1) |
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 | 234,070 | 121,006 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (1,104) | (30) |
Available-for-sale securities, 12 months or greater, Fair Value | 0 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | 0 | 0 |
Available-for-sale securities, Fair Value | 234,070 | 121,006 |
Available-for-sale securities, Unrealized Losses | (1,104) | (30) |
Commercial paper | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 999 | |
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 | 999 | |
Available-for-sale securities, Unrealized Losses | 0 | |
Certificates of deposit | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 14,003 | |
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 | 14,003 | |
Available-for-sale securities, Unrealized Losses | $ (1) | |
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 | 10,442 | |
Available-for-sale securities, less than 12 months, Unrealized Losses | (38) | |
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 | 10,442 | |
Available-for-sale securities, Unrealized Losses | (38) | |
Other | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 29,115 | |
Available-for-sale securities, less than 12 months, Unrealized Losses | (30) | |
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 | 29,115 | |
Available-for-sale securities, Unrealized Losses | (30) | |
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 | 32,715 | |
Available-for-sale securities, less than 12 months, Unrealized Losses | (67) | |
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 | 32,715 | |
Available-for-sale securities, Unrealized Losses | $ (67) |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) $ in Thousands, shares in Millions | Apr. 01, 2021USD ($)shares | Dec. 31, 2021USD ($)investment | Dec. 31, 2021USD ($)investment | Dec. 31, 2020USD ($)investment | Dec. 31, 2019USD ($) |
Debt Securities, Available-for-sale [Line Items] | |||||
Number of securities in unrealized loss position (available-for-sale) | investment | 1,343 | 1,343 | |||
Number of investments (available-for sale) | investment | 1,836 | 1,836 | |||
Number of securities in unrealized loss position (available-for-sale and held-to-maturity) | investment | 117 | ||||
Number of investments (available-for-sale and held-to-maturity) | investment | 1,917 | ||||
Investment income | $ 83,974 | $ 8,468 | $ 8,350 | ||
Gross proceeds from sale of available-for-sale securities | 641,900 | 80,000 | 38,900 | ||
Realized gains on fixed maturity securities | (400) | 100 | 0 | ||
Equity securities purchased (in shares) | shares | 1.6 | ||||
Payments to acquire equity securities | $ 40,100 | ||||
Equity security market value | $ 120,400 | 120,400 | |||
Unrealized gain on equity securities | $ 80,300 | ||||
Debt Securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Investment income | $ 3,700 | $ 8,500 | $ 8,300 |
INVESTMENTS - Schedule Of Avail
INVESTMENTS - Schedule Of Available-for-sale Securities Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Amortized Cost | ||
Due in one year or less | $ 80,504 | |
Due after one year through five years | 514,221 | |
Due after five years through 10 years | 141,308 | |
Due after 10 years | 6,189 | |
Total debt securities | 742,222 | $ 664,878 |
Fair Value | ||
Due in one year or less | 80,626 | |
Due after one year through five years | 511,550 | |
Due after five years through 10 years | 141,120 | |
Due after 10 years | 6,181 | |
Total debt securities | $ 739,477 | $ 667,308 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value Measurement for Assets on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 310 | $ 222 |
Fixed maturity securities, available for sale: | 739,477 | 667,308 |
U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 309,995 | 293,079 |
Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 313,187 | 281,631 |
State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 16,117 | 18,566 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 14,991 | |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 18,752 | 53,505 |
Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 38,554 | |
Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 42,872 | 5,536 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 310 | 222 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 192,313 | 153,518 |
Fixed maturity securities, available for sale: | 739,477 | |
Equity securities | 120,364 | |
Total assets at fair value | 1,052,154 | 820,826 |
Contingent consideration | 1,495 | 5,716 |
Fair Value, Recurring | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 309,995 | 293,079 |
Fair Value, Recurring | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 313,187 | 281,631 |
Fair Value, Recurring | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 16,117 | 18,566 |
Fair Value, Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 14,991 |
Fair Value, Recurring | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 18,752 | 53,505 |
Fair Value, Recurring | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 38,554 | |
Fair Value, Recurring | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 42,872 | 5,536 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 192,063 | 149,499 |
Fixed maturity securities, available for sale: | 225,528 | |
Equity securities | 120,364 | |
Total assets at fair value | 537,955 | 347,385 |
Contingent consideration | 0 | 0 |
Fair Value, Recurring | Level 1 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 220,801 | 197,886 |
Fair Value, Recurring | Level 1 | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 2,323 | 0 |
Fair Value, Recurring | Level 1 | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 1 | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 2,404 | |
Fair Value, Recurring | Level 1 | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 250 | 4,019 |
Fixed maturity securities, available for sale: | 513,949 | |
Equity securities | 0 | |
Total assets at fair value | 514,199 | 473,441 |
Contingent consideration | 0 | 0 |
Fair Value, Recurring | Level 2 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 89,194 | 95,193 |
Fair Value, Recurring | Level 2 | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 310,864 | 281,631 |
Fair Value, Recurring | Level 2 | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 16,117 | 18,566 |
Fair Value, Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 14,991 |
Fair Value, Recurring | Level 2 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 18,752 | 53,505 |
Fair Value, Recurring | Level 2 | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 36,150 | |
Fair Value, Recurring | Level 2 | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 42,872 | 5,536 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fixed maturity securities, available for sale: | 0 | |
Equity securities | 0 | |
Total assets at fair value | 0 | 0 |
Contingent consideration | 1,495 | 5,716 |
Fair Value, Recurring | Level 3 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 3 | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 3 | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 3 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 3 | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | |
Fair Value, Recurring | Level 3 | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | $ 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 310 | $ 222 |
Total held to maturity | 9,489 | 8,073 |
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: | 7,732 | 6,732 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 1,447 | 1,119 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 310 | 222 |
Total held to maturity | 8,042 | 6,954 |
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: | 7,732 | 6,732 |
Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Total held to maturity | 1,447 | 1,119 |
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: | 1,447 | 1,119 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 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 |
FAIR VALUE MEASUREMENTS - Sch_3
FAIR VALUE MEASUREMENTS - Schedule of Change in Fair Value of Contingent Consideration (Details) - Contingent Consideration Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 5,716 | $ 5,716 |
Change in fair value of contingent consideration | (4,221) | 0 |
Ending balance | $ 1,495 | $ 5,716 |
PROPERTY, EQUIPMENT AND CAPIT_3
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE - Schedule of Property, Equipment and Capitalized Software (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 47,025 | $ 17,511 |
Less accumulated depreciation | (8,681) | (5,247) |
Property and equipment, net | 38,344 | 12,264 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 38,800 | 13,202 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 7,135 | 3,604 |
Medical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 586 | 705 |
Other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 504 | $ 0 |
PROPERTY, EQUIPMENT AND CAPIT_4
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 4.4 | $ 2.9 | $ 1.1 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Bright HealthCare | ||
Goodwill [Roll Forward] | ||
Gross Carrying Amount, Beginning balance | $ 197,886 | $ 0 |
Gross Carrying Amount, Acquisitions | 240,185 | 197,886 |
Goodwill, Purchase adjustments | (5,213) | 0 |
Gross Carrying Amount, Ending balance | 432,858 | 197,886 |
Cumulative Impairment, Beginning balance | 0 | 0 |
Cumulative Impairment, Ending balance | 0 | 0 |
NeueHealth | ||
Goodwill [Roll Forward] | ||
Gross Carrying Amount, Beginning balance | 65,149 | 20,125 |
Gross Carrying Amount, Acquisitions | 337,133 | 45,142 |
Goodwill, Purchase adjustments | 0 | (118) |
Gross Carrying Amount, Ending balance | 402,282 | 65,149 |
Cumulative Impairment, Beginning balance | 0 | 0 |
Cumulative Impairment, Ending balance | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 380,362 | $ 157,612 |
Accumulated Amortization | 36,502 | 5,401 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 209,421 | 117,451 |
Accumulated Amortization | 21,728 | 3,664 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 99,241 | 38,161 |
Accumulated Amortization | 6,738 | 1,604 |
Provider networks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 59,000 | 0 |
Accumulated Amortization | 6,556 | 0 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,300 | 0 |
Accumulated Amortization | 675 | 0 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,400 | 2,000 |
Accumulated Amortization | $ 805 | $ 133 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-lived Assets Useful Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 220,850 | $ 138,900 |
Weighted- Average Useful Life (in years) | 9 years 6 months | 11 years 7 months 6 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 90,770 | $ 106,200 |
Weighted- Average Useful Life (in years) | 10 years 2 months 12 days | 10 years 7 months 6 days |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 60,380 | $ 30,700 |
Weighted- Average Useful Life (in years) | 14 years 10 months 24 days | 15 years |
Provider networks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 59,000 | $ 0 |
Weighted- Average Useful Life (in years) | 4 years 6 months | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 6,300 | 0 |
Weighted- Average Useful Life (in years) | 7 years | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 4,400 | $ 2,000 |
Weighted- Average Useful Life (in years) | 7 years | 10 years |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 31.1 | $ 5.4 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Asset Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 56,299 |
2023 | 42,052 |
2024 | 41,913 |
2025 | 41,913 |
2026 | $ 28,685 |
MEDICAL COSTS PAYABLE - Change
MEDICAL COSTS PAYABLE - Change in Medical Costs Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | |||
Beginning balance | $ 249,777 | $ 44,804 | $ 22,978 |
Incurred related to: | |||
Current year | 3,955,146 | 1,057,064 | 233,447 |
Prior year | 9,549 | (8,622) | (7,427) |
Total incurred | 3,964,695 | 1,048,442 | 226,020 |
Paid related to: | |||
Current year | 3,242,674 | 941,401 | 188,919 |
Prior year | 246,560 | 33,479 | 15,275 |
Total paid | 3,489,234 | 974,880 | 204,194 |
Acquired claims liabilities | 92,737 | 131,411 | 0 |
Ending balance | $ 817,975 | $ 249,777 | $ 44,804 |
MEDICAL COSTS PAYABLE - Narrati
MEDICAL COSTS PAYABLE - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Insurance [Abstract] | |||
Medical costs payable, increase (decrease) to prior years | $ 9.5 | $ (8.6) | $ (7.4) |
MEDICAL COSTS PAYABLE - Compone
MEDICAL COSTS PAYABLE - Components of Medical Costs Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Insurance [Abstract] | ||||
Claims unpaid | $ 36,874 | $ 23,269 | ||
Provider incentive payable | 85,544 | 16,963 | ||
Claims adjustment expense liability | 14,131 | 2,487 | ||
Incurred but not reported (IBNR) | 681,426 | 207,058 | ||
Total medical costs payable | $ 817,975 | $ 249,777 | $ 44,804 | $ 22,978 |
MEDICAL COSTS PAYABLE - Schedul
MEDICAL COSTS PAYABLE - Schedule of Incurred Claims and Cumulative Paid Claims (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||||
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | $ 7,314,298 | |||
Total Incurred but Not Reported Liabilities Plus Expected Development on Reported Claims | 681,426 | $ 207,058 | ||
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 6,551,005 | |||
Liabilities for claim and claim adjustment expenses, net of reinsurance | 763,296 | |||
Reinsurance recoverable on unpaid claims | 54,679 | |||
Medical costs payable | 817,975 | 249,777 | $ 44,804 | $ 22,978 |
2019 | ||||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||||
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 1,312,836 | 1,305,816 | 1,322,197 | |
Total Incurred but Not Reported Liabilities Plus Expected Development on Reported Claims | 32 | |||
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 1,304,658 | 1,299,119 | $ 1,145,194 | |
2020 | ||||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||||
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 1,881,026 | 1,888,151 | ||
Total Incurred but Not Reported Liabilities Plus Expected Development on Reported Claims | 5,393 | |||
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 1,876,061 | $ 1,564,863 | ||
2021 | ||||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||||
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 4,120,436 | |||
Total Incurred but Not Reported Liabilities Plus Expected Development on Reported Claims | 675,931 | |||
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 3,370,286 | |||
Prior To 2019 | ||||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||||
All outstanding liabilities before 2019, net of reinsurance | $ 3 |
SHORT-TERM BORROWINGS (Details)
SHORT-TERM BORROWINGS (Details) | Aug. 02, 2021USD ($) | Mar. 01, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Short-term Debt [Line Items] | ||||
Short-term borrowings | $ 155,000,000 | $ 0 | ||
Revolving Credit Facility | Line of Credit | ||||
Short-term Debt [Line Items] | ||||
Revolving credit facility | $ 350,000,000 | |||
IPO net proceeds requirement | $ 850,000,000 | $ 1,000,000,000 | ||
Debt to capitalization ratio before qualified IPO | 0.25 | |||
Debt to capitalization ratio after qualified IPO | 0.30 | |||
Total debt to capitalization ratio | 0.25 | |||
Short-term borrowings | $ 155,000,000 | |||
Interest rate | 7.25% |
PREFERRED STOCK - Narrative (De
PREFERRED STOCK - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Dec. 31, 2021 | Apr. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Apr. 30, 2021 | Mar. 31, 2021 | Oct. 31, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Nov. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||||||||||
Issuance of preferred stock (in shares) | 3,487 | 45,023 | 28,440 | ||||||||||||
Issuance of preferred stock | $ 134,944 | $ 809,025 | $ 427,300 | ||||||||||||
Conversion of preferred stock, IPO net cash proceeds, threshold | $ 200,000 | ||||||||||||||
Zipnosis | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Equity interest issued | $ 55,100 | ||||||||||||||
CHP | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Equity interest issued | $ 79,800 | ||||||||||||||
PMA | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Equity interest issued | $ 17,800 | ||||||||||||||
BND | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Equity interest issued | $ 80,000 | ||||||||||||||
Series E Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of preferred stock (in shares) | 24,500 | ||||||||||||||
Preferred stock issued, price per share (in dollars per share) | $ 20.4177 | ||||||||||||||
Issuance of preferred stock | $ 500,000 | ||||||||||||||
Series E Preferred Stock | Zipnosis | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Equity interest issued (in shares) | 1,400 | ||||||||||||||
Equity interest issued | $ 55,100 | ||||||||||||||
Series E Preferred Stock | CHP | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Equity interest issued (in shares) | 2,100 | ||||||||||||||
Equity interest issued | $ 79,800 | ||||||||||||||
Series E Preferred Stock | PMA | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Equity interest issued (in shares) | 900 | ||||||||||||||
Equity interest issued | $ 17,800 | ||||||||||||||
Series D Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of preferred stock (in shares) | 14,100 | 28,200 | |||||||||||||
Preferred stock issued, price per share (in dollars per share) | $ 15.025 | $ 15.025 | $ 15.025 | $ 15.025 | |||||||||||
Issuance of preferred stock | $ 211,200 | $ 423,800 | |||||||||||||
Series D Preferred Stock | BND | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Equity interest issued (in shares) | 5,600 | ||||||||||||||
Equity interest issued | $ 80,000 | ||||||||||||||
Series D Preferred Stock | AMD | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Equity interest issued (in shares) | 200 | ||||||||||||||
Equity interest issued | $ 3,500 | ||||||||||||||
Series C Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of preferred stock (in shares) | 26,100 | ||||||||||||||
Preferred stock issued, price per share (in dollars per share) | $ 7.673 | ||||||||||||||
Issuance of preferred stock | $ 200,000 | ||||||||||||||
Series B Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of preferred stock (in shares) | 600 | ||||||||||||||
Preferred stock issued, price per share (in dollars per share) | $ 5.0499 | ||||||||||||||
Issuance of preferred stock | $ 3,000 |
PREFERRED STOCK - Schedule of P
PREFERRED STOCK - Schedule of Preferred Stock (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||
Preferred Shares Authorized (in shares) | 100,000,000 | 166,307,087 | 152,878,000 | |
Preferred Shares Issued (in shares) | 0 | 164,244,893 | 119,222,000 | |
Preferred Shares Outstanding (in shares) | 0 | 164,244,893 | 119,222,000 | 90,782,000 |
Carrying Value | $ 0 | $ 1,681,015 | $ 871,990 | $ 444,690 |
Liquidation Preference | $ 1,686,253 | $ 873,018 | ||
Common Stock Issuable Upon Conversion (in shares) | 417,437,000 | 282,367,000 | ||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred Shares Authorized (in shares) | 32,439,000 | 39,778,000 | ||
Preferred Shares Issued (in shares) | 32,439,000 | 32,439,000 | ||
Preferred Shares Outstanding (in shares) | 32,439,000 | 32,439,000 | ||
Carrying Value | $ 81,690 | $ 81,690 | ||
Liquidation Preference | $ 82,718 | $ 82,718 | ||
Common Stock Issuable Upon Conversion (in shares) | 22,018,000 | 22,018,000 | ||
Series B Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred Shares Authorized (in shares) | 32,278,000 | 32,278,000 | ||
Preferred Shares Issued (in shares) | 32,278,000 | 32,278,000 | ||
Preferred Shares Outstanding (in shares) | 32,278,000 | 32,278,000 | ||
Carrying Value | $ 163,000 | $ 163,000 | ||
Liquidation Preference | $ 163,000 | $ 163,000 | ||
Common Stock Issuable Upon Conversion (in shares) | 96,834,000 | 96,834,000 | ||
Series C Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred Shares Authorized (in shares) | 26,065,000 | 26,065,000 | ||
Preferred Shares Issued (in shares) | 26,065,000 | 26,065,000 | ||
Preferred Shares Outstanding (in shares) | 26,065,000 | 26,065,000 | ||
Carrying Value | $ 200,000 | $ 200,000 | ||
Liquidation Preference | $ 200,000 | $ 200,000 | ||
Common Stock Issuable Upon Conversion (in shares) | 78,196,000 | 78,196,000 | ||
Series D Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred Shares Authorized (in shares) | 48,101,000 | 54,757,000 | ||
Preferred Shares Issued (in shares) | 48,101,000 | 28,440,000 | ||
Preferred Shares Outstanding (in shares) | 48,101,000 | 28,440,000 | ||
Carrying Value | $ 718,500 | $ 427,300 | ||
Liquidation Preference | $ 722,710 | $ 427,300 | ||
Common Stock Issuable Upon Conversion (in shares) | 144,304,000 | 85,319,000 | ||
Series E Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred Shares Authorized (in shares) | 27,424,000 | |||
Preferred Shares Issued (in shares) | 25,362,000 | |||
Preferred Shares Outstanding (in shares) | 25,362,000 | |||
Carrying Value | $ 517,825 | |||
Liquidation Preference | $ 517,825 | |||
Common Stock Issuable Upon Conversion (in shares) | 76,085,000 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021USD ($)shares | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021USD ($)vestingTranche$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for future issuance (in shares) | shares | 42,000,000 | 42,000,000 | ||||
Number of shares available for grant (in shares) | shares | 11,300,000 | 11,300,000 | ||||
Share-based compensation expense | $ 68.4 | $ 5.5 | $ 1.9 | |||
Weighted-average grant date fair value of stock options granted (in dollars per share) | $ / shares | $ 10.79 | $ 0.61 | $ 0.40 | |||
Aggregate intrinsic value of stock options | $ 21 | $ 2.7 | $ 3.7 | |||
Unrecognized compensation expense | $ 141.6 | $ 141.6 | ||||
Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Option grants expiration | 10 years | |||||
Unrecognized compensation expense, weighted average recognition period | 3 years 1 month 6 days | |||||
RSU's | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 1.3 | |||||
Vesting period | 3 years | |||||
Unrecognized compensation expense, weighted average recognition period | 2 years 10 months 24 days | |||||
Unrecognized compensation expense, other than options | $ 47.7 | $ 47.7 | ||||
Granted (in shares) | shares | 15,687,000 | |||||
PSU's | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 20.5 | |||||
Unrecognized compensation expense, weighted average recognition period | 2 years 6 months | |||||
Unrecognized compensation expense, other than options | $ 99.8 | $ 99.8 | ||||
Granted (in shares) | shares | 14,700,000 | |||||
Number of vesting tranches | vestingTranche | 4 | |||||
Service period | 3 years | |||||
Tranche one | Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting | 25.00% | |||||
Vesting period | 1 year | |||||
Tranche two | Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 36 months |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Stock Option Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Risk-free interest rate | 0.80% | 0.90% | 2.20% |
Expected volatility | 33.40% | 31.30% | 28.30% |
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Forfeiture rate | 14.40% | 14.50% | 14.50% |
Expected life in years | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Beginning balance (in shares) | 63,925 | |
Granted (in shares) | 20,648 | |
Exercised (in shares) | (9,871) | |
Forfeited (in shares) | (5,447) | |
Expired (in shares) | (11) | |
Ending balance (in shares) | 69,244 | 63,925 |
Weighted-Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.47 | |
Granted (in dollars per share) | 2.63 | |
Exercised (in dollars per share) | 1.12 | |
Forfeited (in dollars per share) | 1.80 | |
Expired (in dollars per share) | 1.09 | |
Ending balance (in dollars per share) | $ 1.84 | $ 1.47 |
Weighted-Average Remaining Contractual Life (In Years) | 8 years 2 months 12 days | 8 years 8 months 12 days |
Aggregate Intrinsic Value | ||
Beginning balance | $ 53,573 | |
Ending balance | $ 113,908 | $ 53,573 |
SHARE-BASED COMPENSATION - Sc_3
SHARE-BASED COMPENSATION - Schedule of RSA, RSU and PSU Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
RSU's | |
Number of Awards | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 15,687,000 |
Canceled (in shares) | shares | (36,000) |
Ending balance (in shares) | shares | 15,651,000 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 3.99 |
Canceled (in dollars per share) | $ / shares | 9.01 |
Ending balance (in dollars per share) | $ / shares | $ 3.98 |
PSU's | |
Number of Awards | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 14,700,000 |
Canceled (in shares) | shares | 0 |
Ending balance (in shares) | shares | 14,700,000 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 9.30 |
Canceled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 9.30 |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss, basic | $ (1,184,862) | $ (248,442) | $ (125,337) |
Net loss, diluted | $ (1,184,862) | $ (248,442) | $ (125,337) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares) | 392,243 | 136,193 | 134,486 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares) | 392,243 | 136,193 | 134,486 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (3.02) | $ (1.82) | $ (0.93) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (3.02) | $ (1.82) | $ (0.93) |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 84,895 | 481,362 | 320,239 |
Redeemable preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 417,437 | 282,367 |
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) | 69,244 | 63,925 | 37,872 |
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) | 15,651 | 0 | 0 |
BENFIT PLANS (Details)
BENFIT PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Employer matching 401(k) contribution | 3.00% | ||
Employer 401(k) contributions | $ 4.4 | $ 1.9 | $ 0.9 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 84 | $ 0 | $ 0 |
Deferred | (26,605) | (9,161) | 0 |
Total income tax (benefit) expense | $ (26,521) | $ (9,161) | $ 0 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit at federal statutory rate | $ (254,391) | $ (52,173) | $ (26,321) |
Adjustment to deferred tax valuation allowance | 219,478 | 43,012 | 26,321 |
Permanent adjustments - compensation related | 13,342 | 0 | 0 |
Permanent adjustments | 2,180 | 0 | 0 |
State income taxes, net of federal benefit | (9,158) | 0 | 0 |
Prior year adjustments | (306) | 0 | 0 |
Other, net | 2,334 | 0 | 0 |
Total income tax (benefit) expense | $ (26,521) | $ (9,161) | $ 0 |
Effective tax rate | 2.20% | 3.60% | 0.00% |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Temporary Differences Related to Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 364,574 | $ 107,002 |
Premiums received in advance | 2,314 | 1,454 |
Accrued salaries and benefits | 11,194 | 5,246 |
Section 195 startup expenditures | 2,164 | 2,164 |
Adjustment for noncontrolling interest | 5,209 | 0 |
Intangible amortization | 2,798 | 0 |
Transaction costs | 1,472 | 0 |
Depreciation expense | 653 | 0 |
Investment loss | 232 | 0 |
Other | 3,268 | 1,173 |
Deferred tax assets, gross | 393,878 | 117,039 |
Less valuation allowance | (331,625) | (99,537) |
Total deferred tax assets, net valuation allowance | 62,253 | 17,502 |
Deferred tax liabilities: | ||
Prepaid expenses | (7,972) | (1,195) |
Fixed assets | (458) | (628) |
Goodwill and intangible assets | (38,712) | (15,447) |
Unrealized gains | (16,147) | (509) |
Investment income | 0 | (3) |
Total deferred tax liabilities | (63,289) | (17,782) |
Net deferred tax liabilities | $ (1,036) | $ (280) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax (benefit) expense | $ (26,521,000) | $ (9,161,000) | $ 0 |
Net operating losses | 1,900,000,000 | $ 483,100,000 | |
Unrecognized tax benefits | $ 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease costs | $ 13.3 | $ 5.7 | $ 1.9 |
Statutory capital and surplus | 398.5 | 235.8 | |
Required statutory capital and surplus | $ 290 | $ 106.3 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease ROU assets | $ 45,345 | $ 26,965 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets |
Operating lease liabilities — current | $ 13,227 | $ 6,569 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Operating lease liabilities — non-current | $ 37,039 | $ 21,851 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Total lease liabilities | $ 50,266 | $ 28,420 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Schedule of Operating Lease Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 16,616 | $ 6,131 |
ROU assets obtained in exchange for new lease liabilities | 14,932 | 7,793 |
ROU assets obtained from acquisitions | $ 11,956 | $ 8,392 |
Weighted-average remaining lease term (in years) | 5 years 2 months 12 days | 5 years 7 months 6 days |
Weighted-average discount rate | 6.00% | 6.00% |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Annual Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 13,649 | |
2023 | 12,038 | |
2024 | 10,688 | |
2025 | 7,956 | |
2026 | 5,864 | |
Thereafter | 8,868 | |
Undiscounted future minimum payments | 59,063 | |
Imputed interest | (8,797) | |
Total reported lease liability | $ 50,266 | $ 28,420 |
SEGMENT AND GEOGRAPHICAL INFO_3
SEGMENT AND GEOGRAPHICAL INFORMATION - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021statesegmentmarket | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | |||
Number of operating segments | segment | 3 | ||
Number of reportable segments | segment | 2 | ||
Bright HealthCare | |||
Concentration Risk [Line Items] | |||
Number of states in which entity operates | 14 | ||
Number of markets | market | 99 | ||
Bright HealthCare Commercial Health Plans | Bright HealthCare | |||
Concentration Risk [Line Items] | |||
Number of states in which entity operates | 11 | ||
Bright HealthCare MA | Bright HealthCare | |||
Concentration Risk [Line Items] | |||
Number of states in which entity operates | 11 | ||
Revenue Benchmark | Customer Concentration Risk | CMS | |||
Concentration Risk [Line Items] | |||
Concentration risk | 32.00% | 40.00% | 13.00% |
SEGMENT AND GEOGRAPHICAL INFO_4
SEGMENT AND GEOGRAPHICAL INFORMATION - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Premium revenue | $ 3,902,714 | $ 1,180,338 | $ 272,323 |
Service revenue | 42,701 | 18,514 | 0 |
Investment income | 83,974 | 8,468 | 8,350 |
Total revenue | 4,029,389 | 1,207,320 | 280,673 |
Operating loss | (1,198,156) | (257,603) | (125,337) |
Depreciation and amortization | 35,484 | 8,289 | $ 1,134 |
Bright HealthCare | |||
Segment Reporting Information [Line Items] | |||
Premium revenue | 3,809,794 | 1,172,545 | |
Service revenue | 103 | ||
Investment income | 3,739 | 8,468 | |
Total revenue | 3,813,636 | 1,181,013 | |
Depreciation and amortization | 6,394 | ||
NeueHealth | |||
Segment Reporting Information [Line Items] | |||
Premium revenue | 92,920 | 7,793 | |
Service revenue | 42,598 | 18,514 | |
Investment income | 80,235 | ||
Total revenue | 215,753 | 26,307 | |
Depreciation and amortization | 1,895 | ||
Operating Segments | Bright HealthCare | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 3,813,636 | 1,181,013 | |
Operating loss | (1,111,171) | (248,896) | |
Depreciation and amortization | 17,068 | ||
Operating Segments | NeueHealth | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 493,179 | 37,147 | |
Operating loss | (86,985) | (8,707) | |
Depreciation and amortization | 18,416 | ||
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenue | (277,426) | (10,840) | |
Intersegment Eliminations | NeueHealth | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ (277,426) | $ (10,840) |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTEREST - Narrative (Details) - Controlling Interest Holder | Dec. 31, 2021 |
PMA | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 38.00% |
Centrum | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 25.00% |
REDEEMABLE NONCONTROLLING INT_4
REDEEMABLE NONCONTROLLING INTEREST - Schedule of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Beginning balance | $ 39,600 | $ 0 | |
Acquisition | 82,310 | 39,600 | |
Loss attributable to noncontrolling interest | $ (29,263) | ||
Measurement adjustment | 35,760 | ||
Ending balance | $ 128,407 | $ 128,407 | $ 39,600 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 06, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Issuance of preferred stock (in shares) | 3,487,000 | 45,023,000 | 28,440,000 | |
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Issuance of preferred stock | $ 134,944 | $ 809,025 | $ 427,300 | |
Series A Convertible Perpetual Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Issuance of preferred stock (in shares) | 750,000 | |||
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Issuance of preferred stock | $ 750,000 | |||
Preferred stock value (in dollars per share) | $ 1,000 |
CONDENSED FINANCIAL INFORMATI_3
CONDENSED FINANCIAL INFORMATION - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||||
Cash and cash equivalents | $ 1,061,179 | $ 488,371 | ||
Short-term investments | 193,835 | 499,928 | ||
Other non-current assets | 45,603 | 28,309 | ||
Total assets | 3,598,339 | 1,810,802 | ||
Liabilities, Redeemable Noncontrolling Interests, Redeemable Preferred Stock and Shareholders’ Equity (Deficit) | ||||
Short-term borrowings | 155,000 | 0 | ||
Other current liabilities | 207,238 | 35,847 | ||
Total liabilities | 2,324,812 | 593,859 | ||
Commitments and contingencies (Note 15) | ||||
Redeemable preferred stock, $0.0001 par value; — and 166,307,087 shares authorized in 2021 and 2020, respectively; — and 164,244,893 shares issued and outstanding in 2021 and 2020, respectively | 0 | 1,681,015 | $ 871,990 | $ 444,690 |
Shareholders’ equity (deficit): | ||||
Common stock, $0.0001 par value; 3,000,000,000 and 658,993,725 shares authorized in 2021 and 2020, respectively; 628,622,872 and 137,662,698 shares issued and outstanding in 2021 and 2020, respectively | 63 | 14 | ||
Additional paid-in capital | 2,861,243 | 9,877 | ||
Retained earnings (deficit) | (1,700,851) | (515,989) | ||
Treasury stock, at cost, 2,522,148 and — shares at December 31, 2021 and 2020, respectively | (12,000) | 0 | ||
Total shareholders’ equity (deficit) | 1,145,120 | (503,672) | $ (263,367) | $ (141,257) |
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit) | 3,598,339 | 1,810,802 | ||
Parent Company | ||||
Assets | ||||
Cash and cash equivalents | 971 | 1,708 | ||
Short-term investments | 1,119 | 1,119 | ||
Investment in subsidiaries | 1,301,937 | 1,172,126 | ||
Other non-current assets | 2,885 | 64 | ||
Total assets | 1,306,912 | 1,175,017 | ||
Liabilities, Redeemable Noncontrolling Interests, Redeemable Preferred Stock and Shareholders’ Equity (Deficit) | ||||
Related-party payable, net | 988 | 100 | ||
Short-term borrowings | 155,000 | 0 | ||
Other current liabilities | 2,469 | 0 | ||
Total liabilities | 158,457 | 100 | ||
Commitments and contingencies (Note 15) | ||||
Redeemable preferred stock, $0.0001 par value; — and 166,307,087 shares authorized in 2021 and 2020, respectively; — and 164,244,893 shares issued and outstanding in 2021 and 2020, respectively | 0 | 1,681,015 | ||
Shareholders’ equity (deficit): | ||||
Common stock, $0.0001 par value; 3,000,000,000 and 658,993,725 shares authorized in 2021 and 2020, respectively; 628,622,872 and 137,662,698 shares issued and outstanding in 2021 and 2020, respectively | 63 | 14 | ||
Additional paid-in capital | 2,861,243 | 9,877 | ||
Retained earnings (deficit) | (1,700,851) | (515,989) | ||
Total shareholders’ equity (deficit) | 1,148,455 | (506,098) | ||
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit) | $ 1,306,912 | $ 1,175,017 |
CONDENSED FINANCIAL INFORMATI_4
CONDENSED FINANCIAL INFORMATION - Condensed Balance Sheets Additional Information (Details) - $ / shares | Dec. 31, 2021 | Jun. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Redeemable preferred stock, shares authorized (in shares) | 100,000,000 | 166,307,087 | 152,878,000 | ||
Redeemable preferred stock, shares issued (in shares) | 0 | 164,244,893 | 119,222,000 | ||
Redeemable preferred stock, shares outstanding (in shares) | 0 | 164,244,893 | 119,222,000 | 90,782,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 3,000,000,000 | 658,993,725 | |||
Common stock, shares issued (in shares) | 628,622,872 | 137,662,698 | |||
Common stock, shares outstanding (in shares) | 628,622,872 | 137,662,698 | |||
Parent Company | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Redeemable preferred stock, shares authorized (in shares) | 0 | 166,307,087 | |||
Redeemable preferred stock, shares issued (in shares) | 0 | 164,244,893 | |||
Redeemable preferred stock, shares outstanding (in shares) | 0 | 164,244,893 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized (in shares) | 3,000,000,000 | 658,993,725 | |||
Common stock, shares issued (in shares) | 628,622,872 | 137,662,698 | |||
Common stock, shares outstanding (in shares) | 628,622,872 | 137,662,698 |
CONDENSED FINANCIAL INFORMATI_5
CONDENSED FINANCIAL INFORMATION - Condensed Statements of Income (Loss) and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Income Statements, Captions [Line Items] | |||
Investment income | $ 83,974 | $ 8,468 | $ 8,350 |
Total revenue | 4,029,389 | 1,207,320 | 280,673 |
Operating costs | 1,238,387 | 409,334 | 180,489 |
Total operating expenses | 5,227,545 | 1,464,923 | 406,010 |
Interest expense | 7,956 | 0 | 0 |
Income tax (benefit) expense | (26,521) | (9,161) | 0 |
Net loss | (1,178,365) | (248,442) | (125,337) |
Unrealized investment holding (losses) gains | (6,163) | 1,556 | 1,211 |
Less: reclassification adjustments for investment (losses) gains | (402) | 112 | 38 |
Other comprehensive (loss) income | (5,761) | 1,444 | 1,173 |
Comprehensive loss | (1,184,126) | (246,998) | (124,164) |
Parent Company | |||
Condensed Income Statements, Captions [Line Items] | |||
Investment income | 30 | 26 | 16 |
Total revenue | 30 | 26 | 16 |
Operating costs | 69,170 | 5,867 | 2,194 |
Total operating expenses | 69,170 | 5,867 | 2,194 |
Interest expense | 7,732 | 0 | 0 |
Loss before income taxes and equity in net loss of subsidiaries | (76,872) | (5,841) | (2,178) |
Income tax (benefit) expense | 17 | 0 | (123) |
Loss before equity in net loss of subsidiaries | (76,889) | (5,841) | (2,055) |
Equity in net loss of subsidiaries | (1,107,973) | (242,601) | (123,282) |
Net loss | (1,184,862) | (248,442) | (125,337) |
Unrealized investment holding (losses) gains | (6,163) | 1,556 | 1,211 |
Less: reclassification adjustments for investment (losses) gains | (402) | 112 | 38 |
Other comprehensive (loss) income | (5,761) | 1,444 | 1,173 |
Comprehensive loss | $ (1,190,623) | $ (246,998) | $ (124,164) |
CONDENSED FINANCIAL INFORMATI_6
CONDENSED FINANCIAL INFORMATION - Condensed Statements of Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | $ 82,059 | $ (57,238) | $ (8,208) |
Cash flows from investing activities: | |||
Purchases of investments | (1,017,588) | (916,823) | (300,325) |
Proceeds from sales, paydown, and maturities of investments | 926,901 | 463,887 | 238,330 |
Business acquisitions, net of cash acquired | (431,791) | (230,332) | (31,855) |
Net cash used in investing activities | (552,892) | (689,742) | (94,643) |
Cash flows from financing activities: | |||
Proceeds from issuance of preferred stock | 0 | 711,200 | 423,800 |
Proceeds from issuance of common stock | 11,390 | 1,241 | 260 |
Proceeds from short-term borrowings | 355,000 | 0 | 0 |
Repayments of short-term borrowings | (200,000) | 0 | 0 |
Payments for debt issuance costs | (3,391) | 0 | 0 |
Proceeds from IPO | 887,328 | 0 | 0 |
Payments for IPO offering costs | (6,686) | 0 | 0 |
Net cash provided by financing activities | 1,043,641 | 712,441 | 424,060 |
Net increase (decrease) in cash and cash equivalents | 572,808 | (34,539) | 321,209 |
Cash and cash equivalents – beginning of year | 488,371 | 522,910 | 201,701 |
Cash and cash equivalents – end of year | 1,061,179 | 488,371 | 522,910 |
Cash dividends | 0 | 65,100 | 349,900 |
Parent Company | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | (4,888) | (168) | (557) |
Cash flows from investing activities: | |||
Purchases of investments | 0 | (1,119) | (1,191) |
Proceeds from sales, paydown, and maturities of investments | 0 | 1,191 | 455 |
Capital contributions to operating subsidiaries | (607,699) | (480,869) | (390,945) |
Business acquisitions, net of cash acquired | (431,791) | (230,331) | (31,855) |
Net cash used in investing activities | (1,039,490) | (711,128) | (423,536) |
Cash flows from financing activities: | |||
Proceeds from issuance of preferred stock | 0 | 711,200 | 423,800 |
Proceeds from issuance of common stock | 11,390 | 1,241 | 260 |
Proceeds from short-term borrowings | 355,000 | 0 | 0 |
Repayments of short-term borrowings | (200,000) | 0 | 0 |
Payments for debt issuance costs | (3,391) | 0 | 0 |
Proceeds from IPO | 887,328 | 0 | 0 |
Payments for IPO offering costs | (6,686) | 0 | 0 |
Net cash provided by financing activities | 1,043,641 | 712,441 | 424,060 |
Net increase (decrease) in cash and cash equivalents | (737) | 1,145 | (33) |
Cash and cash equivalents – beginning of year | 1,708 | 563 | 596 |
Cash and cash equivalents – end of year | $ 971 | $ 1,708 | $ 563 |
CONDENSED FINANCIAL INFORMATI_7
CONDENSED FINANCIAL INFORMATION - Subsidiary Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |||
Cash dividends | $ 0 | $ 65.1 | $ 349.9 |