Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40537 | |
Entity Registrant Name | BRIGHT HEALTH GROUP, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-4991296 | |
Entity Address, Address Line One | 8000 Norman Center Drive, Suite 900 | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55437 | |
City Area Code | 612 | |
Local Phone Number | 238-1321 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BHG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 630,077,675 | |
Entity Central Index Key | 0001671284 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,605,525 | $ 1,061,179 |
Short-term investments | 299,897 | 193,835 |
Accounts receivable, net of allowance of $7,129 and $4,074, respectively | 120,489 | 113,474 |
Direct contracting performance year receivable | 234,776 | 0 |
Prepaids and other current assets | 377,214 | 291,712 |
Total current assets | 2,637,901 | 1,660,200 |
Other assets: | ||
Long-term investments | 865,677 | 675,192 |
Property, equipment and capitalized software, net | 47,938 | 38,344 |
Goodwill | 761,285 | 835,140 |
Intangible assets, net | 263,265 | 343,860 |
Other non-current assets | 36,061 | 45,603 |
Total other assets | 1,974,226 | 1,938,139 |
Total assets | 4,612,127 | 3,598,339 |
Current liabilities: | ||
Medical costs payable | 975,126 | 817,975 |
Accounts payable | 111,272 | 118,140 |
Unearned revenue | 195,892 | 53,295 |
Risk adjustment payable | 1,308,959 | 931,170 |
Direct contracting performance year obligation | 155,145 | 0 |
Short-term borrowings | 303,947 | 155,000 |
Other current liabilities | 201,014 | 207,238 |
Total current liabilities | 3,251,355 | 2,282,818 |
Other liabilities | 33,121 | 41,994 |
Total liabilities | 3,284,476 | 2,324,812 |
Commitments and contingencies (Note 11) | ||
Redeemable noncontrolling interests | 211,026 | 128,407 |
Series A redeemable preferred stock, $0.0001 par value; 100,000,000 shares authorized in 2022 and 2021; 750,000 and — shares issued and outstanding in 2022 and 2021, respectively | 747,481 | 0 |
Shareholders’ equity (deficit): | ||
Common stock, $0.0001 par value; 3,000,000,000 shares authorized in 2022 and 2021; 629,915,081 and 628,622,872 shares issued and outstanding in 2022 and 2021, respectively | 63 | 63 |
Additional paid-in capital | 2,939,820 | 2,861,243 |
Accumulated deficit | (2,476,822) | (1,700,851) |
Accumulated other comprehensive loss | (81,917) | (3,335) |
Treasury stock, at cost, 2,522,148 shares at September 30, 2022 and December 31, 2021, respectively | (12,000) | (12,000) |
Total shareholders’ equity (deficit) | 369,144 | 1,145,120 |
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit) | $ 4,612,127 | $ 3,598,339 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 7,129 | $ 4,074 |
Series A redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Series A redeemable preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Series A redeemable preferred stock, shares issued (in shares) | 750,000 | 0 |
Series A redeemable preferred stock, shares outstanding (in shares) | 750,000 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued (in shares) | 629,915,081 | 628,622,872 |
Common stock, shares outstanding (in shares) | 629,915,081 | 628,622,872 |
Treasury stock, at cost (in shares) | 2,522,148 | 2,522,148 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Premium revenue | $ 1,463,011 | $ 1,020,233 | $ 4,580,790 | $ 2,922,950 |
Direct contracting revenue | 145,433 | 0 | 465,435 | 0 |
Service revenue | $ 12,117 | $ 11,079 | $ 37,390 | $ 31,602 |
Revenue, Product and Service [Extensible Enumeration] | Service [Member] | Service [Member] | Service [Member] | Service [Member] |
Investment income (loss) | $ 11,731 | $ 47,345 | $ (39,120) | $ 112,503 |
Total revenue | 1,632,292 | 1,078,657 | 5,044,495 | 3,067,055 |
Operating expenses: | ||||
Medical costs | 1,456,862 | 1,050,943 | 4,435,624 | 2,640,143 |
Operating costs | 297,445 | 309,790 | 1,122,964 | 779,090 |
Goodwill impairment | 74,165 | 0 | 74,165 | 0 |
Intangible assets impairment | 42,611 | 0 | 49,331 | 0 |
Depreciation and amortization | 13,904 | 14,205 | 40,173 | 25,981 |
Total operating expenses | 1,884,987 | 1,374,938 | 5,722,257 | 3,445,214 |
Operating loss | (252,695) | (296,281) | (677,762) | (378,159) |
Interest expense | 4,905 | 1,594 | 6,435 | 6,282 |
Other income | (2) | (1,226) | (784) | (1,226) |
Loss before income taxes | (257,598) | (296,649) | (683,413) | (383,215) |
Income tax (benefit) expense | 1,763 | 73 | 7,907 | (18,225) |
Net loss | (259,361) | (296,722) | (691,320) | (364,990) |
Net earnings attributable to noncontrolling interests | (46,710) | (3,942) | (84,651) | (5,354) |
Series A preferred stock dividend accrued | (9,684) | 0 | (28,083) | 0 |
Net loss attributable to Bright Health Group, Inc. common shareholders | $ (315,755) | $ (300,664) | $ (804,054) | $ (370,344) |
Basic loss per share attributable to Bright Health Groups, Inc. common shareholders (in dollars per share) | $ (0.50) | $ (0.48) | $ (1.28) | $ (1.19) |
Diluted loss per share attributable to Bright Health Groups, Inc. common shareholders (in dollars per share) | $ (0.50) | $ (0.48) | $ (1.28) | $ (1.19) |
Basic weighted-average common shares outstanding (in shares) | 629,718 | 630,378 | 629,231 | 312,294 |
Diluted weighted-average common shares outstanding (in shares) | 629,718 | 630,378 | 629,231 | 312,294 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (259,361) | $ (296,722) | $ (691,320) | $ (364,990) |
Other comprehensive (loss) income: | ||||
Unrealized investment holding losses arising during the year, net of tax of $0 and $0, respectively | (33,146) | (143) | (82,704) | (1,808) |
Less: reclassification adjustments for investment (losses) gains, net of tax of $0 and $0, respectively | (1,615) | 160 | (4,122) | 388 |
Other comprehensive (loss) income | (31,531) | (303) | (78,582) | (2,196) |
Comprehensive loss | (290,892) | (297,025) | (769,902) | (367,186) |
Comprehensive loss attributable to noncontrolling interests | (46,710) | (3,942) | (84,651) | (5,354) |
Comprehensive loss attributable to Bright Health Group, Inc. common shareholders | $ (337,602) | $ (300,967) | $ (854,553) | $ (372,540) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized investment holding (losses) gains arising during the year, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Reclassification adjustments for investment gains, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | IPO | Common Stock | Common Stock IPO | Additional Paid-In Capital | Additional Paid-In Capital IPO | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2020 | 164,245,000 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 1,681,015 | ||||||||
Redeemable Preferred Stock | |||||||||
Issuance of preferred stock (in shares) | 1,420,000 | ||||||||
Issuance of preferred stock | $ 55,137 | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 165,665,000 | ||||||||
Ending balance at Mar. 31, 2021 | $ 1,736,152 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 137,663,000 | ||||||||
Beginning balance at Dec. 31, 2020 | (503,672) | $ 14 | $ 9,877 | $ (515,989) | $ 2,426 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (25,162) | (25,162) | |||||||
Issuance of common stock (in shares) | 4,661,000 | ||||||||
Issuance of common stock | 4,893 | 4,893 | |||||||
Share-based compensation | 5,176 | 5,176 | |||||||
Other comprehensive loss | (1,042) | (1,042) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 142,324,000 | ||||||||
Ending balance at Mar. 31, 2021 | $ (519,807) | $ 14 | 19,946 | (541,151) | 1,384 | 0 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 164,245,000 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 1,681,015 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||
Ending balance at Sep. 30, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 137,663,000 | ||||||||
Beginning balance at Dec. 31, 2020 | (503,672) | $ 14 | 9,877 | (515,989) | 2,426 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (370,344) | ||||||||
Other comprehensive loss | (2,196) | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 628,134,000 | ||||||||
Ending balance at Sep. 30, 2021 | $ 1,937,204 | $ 63 | 2,823,244 | (886,333) | 230 | 0 | |||
Beginning balance (in shares) at Mar. 31, 2021 | 165,665,000 | ||||||||
Beginning balance at Mar. 31, 2021 | $ 1,736,152 | ||||||||
Redeemable Preferred Stock | |||||||||
Issuance of preferred stock (in shares) | 2,067,000 | ||||||||
Issuance of preferred stock | $ 79,807 | ||||||||
Conversion of preferred stock to common stock, redeemable preferred stock (in shares) | (167,732,000) | ||||||||
Conversion of preferred Stock to common Stock, redeemable preferred stock | $ (1,815,959) | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||
Ending balance at Jun. 30, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 142,324,000 | ||||||||
Beginning balance at Mar. 31, 2021 | (519,807) | $ 14 | 19,946 | (541,151) | 1,384 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (44,518) | (44,518) | |||||||
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 of common stock (in shares) | 4,120,000 | 51,350,000 | |||||||
Issuance of common stock | 4,723 | $ 880,642 | $ 1 | $ 5 | 4,722 | $ 880,637 | |||
Share-based compensation | 13,878 | 13,878 | |||||||
Other comprehensive loss | (851) | (851) | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 625,691,000 | ||||||||
Ending balance at Jun. 30, 2021 | $ 2,150,026 | $ 63 | 2,735,099 | (585,669) | 533 | 0 | |||
Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||
Ending balance at Sep. 30, 2021 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (300,664) | (300,664) | |||||||
Issuance of common stock (in shares) | 4,965,000 | ||||||||
Issuance of common stock | 75,965 | 75,965 | |||||||
Return of common stock from escrow settlement (in shares) | (2,522,000) | ||||||||
Return of common stock from escrow settlement | (12,000) | (12,000) | |||||||
Share-based compensation | 24,180 | 24,180 | |||||||
Other comprehensive loss | (303) | (303) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 628,134,000 | ||||||||
Ending balance at Sep. 30, 2021 | $ 1,937,204 | $ 63 | 2,823,244 | (886,333) | 230 | 0 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||
Redeemable Preferred Stock | |||||||||
Issuance of preferred stock (in shares) | 750,000 | ||||||||
Issuance of preferred stock | $ 747,481 | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 750,000 | ||||||||
Ending balance at Mar. 31, 2022 | $ 747,481 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 628,622,872 | 628,623,000 | |||||||
Beginning balance at Dec. 31, 2021 | $ 1,145,120 | $ 63 | 2,861,243 | (1,700,851) | (3,335) | (12,000) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (195,234) | (195,234) | |||||||
Issuance of common stock (in shares) | 370,000 | ||||||||
Issuance of common stock | 257 | 257 | |||||||
Share-based compensation | 32,921 | 32,921 | |||||||
Other comprehensive loss | (26,340) | (26,340) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 628,993,000 | ||||||||
Ending balance at Mar. 31, 2022 | $ 956,724 | $ 63 | 2,894,421 | (1,896,085) | (29,675) | (12,000) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 750,000 | ||||||||
Ending balance at Sep. 30, 2022 | $ 747,481 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 628,622,872 | 628,623,000 | |||||||
Beginning balance at Dec. 31, 2021 | $ 1,145,120 | $ 63 | 2,861,243 | (1,700,851) | (3,335) | (12,000) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other comprehensive loss | $ (78,582) | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 629,915,081 | 629,915,000 | |||||||
Ending balance at Sep. 30, 2022 | $ 369,144 | $ 63 | 2,939,820 | (2,476,822) | (81,917) | (12,000) | |||
Beginning balance (in shares) at Mar. 31, 2022 | 750,000 | ||||||||
Beginning balance at Mar. 31, 2022 | $ 747,481 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 750,000 | ||||||||
Ending balance at Jun. 30, 2022 | $ 747,481 | ||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 628,993,000 | ||||||||
Beginning balance at Mar. 31, 2022 | 956,724 | $ 63 | 2,894,421 | (1,896,085) | (29,675) | (12,000) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (274,666) | (274,666) | |||||||
Issuance of common stock (in shares) | 329,000 | ||||||||
Issuance of common stock | 415 | 415 | |||||||
Share-based compensation | 20,220 | 20,220 | |||||||
Other comprehensive loss | (20,711) | (20,711) | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 629,322,000 | ||||||||
Ending balance at Jun. 30, 2022 | $ 681,982 | $ 63 | 2,915,056 | (2,170,751) | (50,386) | (12,000) | |||
Ending balance (in shares) at Sep. 30, 2022 | 750,000 | ||||||||
Ending balance at Sep. 30, 2022 | $ 747,481 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (306,071) | (306,071) | |||||||
Issuance of common stock (in shares) | 593,000 | ||||||||
Issuance of common stock | 642 | 642 | |||||||
Share-based compensation | 24,122 | 24,122 | |||||||
Other comprehensive loss | $ (31,531) | (31,531) | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 629,915,081 | 629,915,000 | |||||||
Ending balance at Sep. 30, 2022 | $ 369,144 | $ 63 | $ 2,939,820 | $ (2,476,822) | $ (81,917) | $ (12,000) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (691,320,000) | $ (364,990,000) |
Net loss attributable to Bright Health Group, Inc. common shareholders | (370,344,000) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 40,173,000 | 25,981,000 |
Impairment of intangible assets | 49,331,000 | 0 |
Impairment of goodwill | 74,165,000 | 0 |
Share-based compensation | 77,263,000 | 43,234,000 |
Deferred income taxes | 1,590,000 | (17,946,000) |
Unrealized loss (gain) on equity securities | 58,821,000 | (109,012,000) |
Other, net | 9,612,000 | 14,555,000 |
Changes in assets and liabilities, net of acquired assets and liabilities: | ||
Accounts receivable | (7,015,000) | (18,683,000) |
Direct contracting performance year receivable | (234,776,000) | 0 |
Other assets | (77,551,000) | (86,836,000) |
Medical cost payable | 157,151,000 | 342,531,000 |
Risk adjustment payable | 377,789,000 | 359,257,000 |
Accounts payable and other liabilities | (21,188,000) | 53,853,000 |
Unearned revenue | 142,597,000 | (3,476,000) |
Direct contracting performance year obligation | 155,145,000 | 0 |
Net cash provided by operating activities | 111,787,000 | 233,114,000 |
Cash flows from investing activities: | ||
Purchases of investments | (1,422,025,000) | (736,838,000) |
Proceeds from sales, paydown, and maturities of investments | 980,763,000 | 536,110,000 |
Purchases of property and equipment | (21,579,000) | (20,682,000) |
Business acquisitions, net of cash acquired | (310,000) | (431,718,000) |
Net cash used in investing activities | (463,151,000) | (653,128,000) |
Cash flows from financing activities: | ||
Proceeds from short-term borrowings | 303,947,000 | 200,000,000 |
Repayments of short-term borrowings | (155,000,000) | (200,000,000) |
Proceeds from issuance of preferred stock | 747,481,000 | 0 |
Proceeds from issuance of common stock | 1,314,000 | 10,581,000 |
Distributions to noncontrolling interest holders | (2,032,000) | 0 |
Payments for debt issuance costs | 0 | (3,391,000) |
Proceeds from IPO | 0 | 887,328,000 |
Payments for IPO offering costs | 0 | (6,686,000) |
Net cash provided by financing activities | 895,710,000 | 887,832,000 |
Net increase in cash and cash equivalents | 544,346,000 | 467,818,000 |
Cash and cash equivalents – beginning of year | 1,061,179,000 | 488,371,000 |
Cash and cash equivalents – end of period | 1,605,525,000 | 956,189,000 |
Supplemental disclosures of cash flow information: | ||
Changes in unrealized loss on available-for-sale securities in OCI | (78,582,000) | (2,196,000) |
Cash paid for interest | 3,171,000 | 3,865,000 |
Supplemental schedule of non-cash activities: | ||
Redeemable convertible preferred stock issued for acquisitions | 0 | 134,944,000 |
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | $ 0 | $ 1,815,916,000 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION Organization: Bright Health Group, Inc. and subsidiaries (collectively, “Bright Health,” “we,” “our,” “us,” or the “Company”) was founded in 2015 to transform healthcare. Our mission of Making Healthcare Right. Together. is built upon the belief that by aligning the best local resources in healthcare delivery with the financing of care we can drive a superior consumer experience, optimize clinical outcomes, reduce systemic waste, and lower costs. We are a healthcare company building a national Integrated System of Care in close partnership with our Care Partners. Our differentiated approach is built on alignment, focused on the consumer, and powered by technology. We have two market facing businesses: NeueHealth and Bright HealthCare. NeueHealth provides care delivery and value-based enablement services through our owned and affiliated clinics. Bright HealthCare offers Commercial and Medicare health plan products across the nation. Beginning January 1, 2022, two Direct Contracting Entities (“DCEs”) aligned with our NeueHealth segment began participating in the Centers for Medicare and Medicaid Services' (“CMS”) Global and Professional Direct Contracting model (“DC Model”). Both DCEs assume full risk for the total cost of care of aligned beneficiaries. In April 2022, we announced that Bright HealthCare will exit the Commercial marketplace in six states for the 2023 plan year: Illinois, New Mexico, Oklahoma, South Carolina, Utah, and Virginia, as well as discontinuing our employer group business. In October 2022, we announced that Bright HealthCare will no longer offer Commercial products in 2023 or offer Medicare Advantage (“MA”) products outside of California. Basis of Presentation: The condensed consolidated financial statements include the accounts of Bright Health Group, Inc. and all subsidiaries and controlled companies. All intercompany balances and transactions are eliminated upon consolidation. The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. We have omitted certain footnote disclosures that would substantially duplicate the disclosures in our audited consolidated financial statements, unless the information contained in those disclosures materially changed or is required by GAAP. As such, the condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021 included in our Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). The accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for fair presentation of the interim financial statements. Reportable Segments: During the three months ended September 30, 2022, our reportable segments changed. We now report our operating results through three reportable segments: Bright HealthCare – Commercial, Medicare Advantage and NeueHealth. See Note 12, Segments and Geographic Information , for additional information on our segments. We have reflected this change in all historical periods presented. Use of Estimates: The preparation of our condensed consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Our most significant estimates include medical costs payable, risk adjustment revenue and associated payables and receivables, premium deficiency reserve, Direct Contracting performance year receivable and obligation, and valuation and impairment of goodwill and other intangible assets. Actual results could differ from these estimate s. Going Concern: The condensed consolidated financial statements have been prepared in accordance with GAAP assuming the Company will continue as a going concern. The Company has a history of operating losses, and we generated a net loss of $691.3 million for the nine months ended September 30, 2022. These losses, as well as significant growth in consumers in the Bright HealthCare – Commercial segment, which has required us to set aside additional cash for equity contributions to maintain minimum regulatory amounts, have reduced the cash available to fund operations. In addition, the Company amended the terms of its debt covenants in November 2022 as further described in Note 7, Short-Term Borrowings . These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management is implementing a restructuring plan to reduce our capital needs and our operating expenses in the future to drive positive operating cash flow and increase liquidity. The Company’s Bright HealthCare business is exiting the Commercial marketplace for the 2023 plan year and is focusing on its Medicare Advantage business in California. In addition to our market exits, management is implementing additional restructuring activities, which include reducing our workforce, exiting excess office space, and terminating or restructuring contracts. The Company also closed on a $175.0 million capital raise in October 2022 to capitalize our continuing operations as further described in Note 16, Subsequent Events . The Company believes our restructuring initiatives, along with existing cash and investments, will provide sufficient liquidity to meet its obligations as they come due in the 12 months following the date the condensed consolidated financial statements are issued. As a result, the Company has concluded that management’s plans are probable of being achieved to alleviate substantial doubt about the Company’s ability to continue as a going concern. Performance Guarantees: Through our participation in the DC Model, we determined that our arrangements with the providers of our DCE beneficiaries require us to guarantee their performance to CMS. We recognized our obligation to guarantee their performance for the duration of the performance year on the Condensed Consolidated Balance Sheets. As we fulfill our obligation we ratably amortize the guarantee for the amount that represents the completed portion of the performance obligation as Direct Contracting revenue on the Condensed Consolidated Statements of Income (Loss). Direct Contracting revenue is derived from the estimated annual sum of the capitation payments made to the DCEs for services within the scope of the capitation arrangement with CMS and fee-for-service (“FFS”) payments from CMS made directly to third-party providers for our aligned beneficiaries. For each performance year, the final consideration due to the DCEs by CMS (shared savings) or the consideration due to CMS by the DCEs (shared loss) is reconciled in the year following the performance year. Periodically during the performance year, CMS will measure the shared savings or loss and adjust the performance benchmark and thus the remaining performance obligation if we are in a probable shared loss position. Net loss per share: Prior to 2022, basic net loss per share attributable to common stockholders was 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. Beginning in 2022, we also include our Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stock”) issued in January 2022 as a participating security in the computation of net loss per share pursuant to the two-class method. The two-class method of calculating net income (loss) per share is an allocation method that calculates earnings per share for common stock and participating securities. Under the two-class method, total dividends due to the holders of the Series A Preferred Stock and undistributed earnings allocated to participating securities are subtracted from net income (loss) in determining net income (loss) attributable to common stockholders. Operating Costs: Our operating costs, by functional classification for the three and nine months ended September 30, 2022 and 2021, are as follows (in thousand s) : Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Compensation and fringe benefits $ 109,629 $ 100,062 $ 346,325 $ 234,467 Professional fees 73,497 61,483 215,627 143,248 Marketing and selling expenses 77,721 69,443 249,458 183,636 Premium taxes and fees 60,708 45,953 196,763 127,783 Premium deficiency reserve (78,990) — (42,233) — General and administrative expenses 38,778 19,148 113,344 52,856 Other operating expenses 16,102 13,701 43,680 37,100 Total operating costs $ 297,445 $ 309,790 $ 1,122,964 $ 779,090 Recently Issued and Adopted Accounting Pronouncements: 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. We adopted ASU 2020-06 on January 1, 2022. The adoption did not have a material impact on our financial condition, results of operations or cash flows. There were no other accounting pronouncements that were recently issued and not yet adopted or adopted since our audited consolidated financial statements were issued that had, or are expected to have, a material impact on our consolidated financial position, results of operations, or cash flows. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2022 | |
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 Medical Holdings, LLC (“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 primarily operates health centers in Florida and Texas serving Commercial, Medicare, and Medicaid consumers across multiple payors. Centrum is included in our NeueHealth reportable segment. The total 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 fair values of assets and liabilities acquired by the Company in the Centrum acquisition (in thousand s) : 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, net of cash acquired $ 296,226 Our intangible assets related to the Centrum acquisition consist 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. In the third quarter of 2022, we fully impaired the reacquired contract as a result of our decision to no longer offer commercial products for the 2023 plan year. 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 nine months ended September 30, 2021. Central Health Plan Acquisition: On April 1, 2021, we acquired all of the outstanding shares of Central Health Plan of California, Inc. (“CHP”) for cash consideration of $276.0 million and $79.8 million in Series E preferred stock and $13.9 million of working capital adjustments, for total purchase consideration of $285.6 million, net of $84.1 million of cash acquired. All outstanding shares of Series E preferred stock were converted into shares of common stock automatically immediately prior to the closing of our initial public offering on June 28, 2021. CHP is an insurance provider of MA Health Maintenance Organization (“HMO”) services. CHP is included in our Medicare Advantage reportable segment. The total 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 fair values of assets and liabilities acquired by the Company in the CHP acquisition (in thousand s) : Accounts receivable $ 17,240 Short-term investments 19,041 Prepaids and other current assets 25,530 Property and equipment 370 Intangible assets 102,000 Other assets 1,249 Total assets 165,430 Medical costs payable 75,643 Accounts payable 2,371 Other current liabilities 7,984 Other liabilities 26,275 Total liabilities 112,273 Net identified assets acquired 53,157 Goodwill 232,442 Total purchase consideration, net of cash acquired $ 285,599 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. Our intangible assets related to the CHP acquisition consist 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. If CHP had been included in the consolidated results of the Company for the nine months ended September 30, 2021, our pro forma revenue would have been $3.2 billion and our pro forma net loss would have been $358.9 million. True Health New Mexico and Zipnosis Acquisitions: On March 31, 2021, we acquired all of the outstanding equity interests of True Health New Mexico, Inc. (“THNM”) for initial cash consideration of $27.5 million and $8.1 million of favorable risk-based capital adjustments, net of cash acquired of $24.1 million, for total purchase consideration of $(4.7) 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 – Commercial reportable segment. In addition, on March 31, 2021, we acquired Zipnosis, Inc. (“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. The total 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 fair values of assets and liabilities acquired by the Company in the THNM and Zipnosis acquisitions (in thousand s) : 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 36,024 11,381 Medical costs payable 12,617 — Accounts payable 14,663 136 Unearned revenue 3,645 120 Other current liabilities 11,406 665 Other liabilities 2,499 2,730 Total liabilities 44,830 3,651 Net identified assets (liabilities) acquired (8,806) 7,730 Goodwill 4,148 62,067 Total purchase consideration, net of cash acquired $ (4,658) $ 69,797 We recognized measurement period adjustments for THNM for post-close working capital true-ups of a $0.7 million reduction in medical costs payable (from the $13.3 million previously reported) and a $8.7 million increase in other current liabilities (from the $2.7 million previously reported) based on additional information. Intangible assets initially recognized related to the THNM acquisition consisted 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. In the first quarter of 2022, we fully impaired the intangible assets related to THNM as a result of our decision to no longer offer Commercial products in New Mexico for the 2023 plan year and exit the employer business as contracts expire. 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. If THNM and Zipnosis had been included in the consolidated results of the Company for the nine months ended September 30, 2021, our pro forma revenue would have been $3.1 billion and our pro forma net loss would have been $372.3 million. During the nine months ended September 30, 2022, we completed an immaterial business combination which increased goodwill in the NeueHealth reportable segment. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS Fixed Maturity Securities Available-for-sale securities are reported at fair value as of September 30, 2022 and December 31, 2021. Held-to-maturity securities are reported at amortized cost as of September 30, 2022 and December 31, 2021. The following is a summary of our investment securities as of September 30, 2022 and December 31, 2021 (in thousand s) : September 30, 2022 Amortized Gross Gross Carrying Cash equivalents $ 379,081 $ 18 $ — $ 379,099 Available for sale: U.S. government and agency obligations 402,690 9 (11,027) 391,672 Corporate obligations 540,226 4 (47,716) 492,514 State and municipal obligations 11,575 — (283) 11,292 Certificates of deposit 13,367 — — 13,367 Mortgage-backed securities 171,915 — (18,144) 153,771 Asset-backed securities 69,001 1 (4,171) 64,831 Other 390 — (17) 373 Total available-for-sale securities 1,209,164 14 (81,358) 1,127,820 Held to maturity: U.S. government and agency obligations 7,007 — — 7,007 Certificates of deposit 1,447 — — 1,447 Total held-to-maturity securities 8,454 — — 8,454 Total investments $ 1,596,699 $ 32 $ (81,358) $ 1,515,373 December 31, 2021 Amortized Gross Gross Carrying 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 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 September 30, 2022 and December 31, 2021 were as follows (in thousand s) : September 30, 2022 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Unrealized U.S. government and agency obligations 257,637 (4,296) 123,821 (6,731) 381,458 (11,027) Corporate obligations 472,630 (46,707) 16,898 (1,009) 489,528 (47,716) State and municipal obligations 10,468 (257) 824 (26) 11,292 (283) Mortgage-backed securities 153,771 (18,144) — — 153,771 (18,144) Asset-backed securities 62,756 (4,171) — — 62,756 (4,171) Other — — 374 (17) 374 (17) Total securities $ 957,262 $ (73,575) $ 141,917 $ (7,783) $ 1,099,179 $ (81,358) December 31, 2021 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair 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 securities $ 593,165 $ (3,439) $ — $ — $ 593,165 $ (3,439) As of September 30, 2022, we had 2,295 investment positions out of 2,403 that were in an unrealized loss position. As of December 31, 2021, we had 1,343 investment positions out of 1,836 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 or issuer credit ratings associated with these securities. In addition, all issuers of debt securities we own remain current on all contractual payments as of September 30, 2022. At each reporting period, we evaluate debt securities for potential impairment when the fair value of the investment is less than its amortized cost, and we intend to sell the securities or it is more likely than not that we will be required to sell the securities before recovery of their amortized cost basis. As of September 30, 2022, we did not have the intent to sell any of the securities in an unrealized loss position, and it is not more likely than not that we will be required to sell these securities before recovery of their amortized cost basis. As of September 30, 2022, the maturity of available-for-sale securities, by contractual maturity, reflected at amortized cost and fair value were as follows (in thousand s) : Amortized Fair Due in one year or less $ 278,680 $ 275,803 Due after one year through five years 551,078 514,924 Due after five years through 10 years 373,324 331,655 Due after 10 years 6,082 5,438 Total debt securities $ 1,209,164 $ 1,127,820 Investment income in the Condensed Consolidated Statements of Income (Loss) for the three months ended September 30, 2022 and 2021, was $6.9 million and $1.1 million, respectively, and $13.2 million, and $3.5 million for the nine months ended September 30, 2022 and 2021, respectively, related to our fixed maturity securities. The gross proceeds from the sale of available-for-sale securities for the nine months ended September 30, 2022 and 2021 were $723.4 million and $264.1 million, respectively. Realized (losses) gains from our fixed maturity securities of $(4.1) million and $0.4 million are included within total investment income, and reclassified out of accumulated other comprehensive income, for the nine months ended September 30, 2022 and 2021, respectively. Equity Securities As of September 30, 2022 and December 31, 2021, we held equity securities with carrying value of $29.3 million and $120.4 million, respectively, which is included in short-term investments in the Condensed Consolidated Balance Sheet. Investment income (loss) in the Condensed Consolidated Statements of Income (Loss) for the three months ended September 30, 2022 and 2021, was $4.8 million and $46.3 million, respectively, and $(52.3) million and $109.0 million for the nine months ended September 30, 2022 and 2021, respectively, related to our equity securities. We recognized unrealized (losses) gains of $(12.2) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Basis of fair value measurement: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets or quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Certain assets and liabilities are measured at fair value in the condensed consolidated financial statements or have fair values disclosed in the notes to the condensed consolidated financial statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP. For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument see Note 5 to the audited consolidated financial statements included in our 2021 Form 10-K. The following tables set forth our fair value measurements as of September 30, 2022 and December 31, 2021, for assets measured at fair value on a recurring basis (in thousand s): September 30, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 327,948 $ 27,223 $ — $ 355,171 Fixed maturity securities, available for sale: U.S. government and agency obligations 333,349 58,323 — 391,672 Corporate obligations — 492,514 — 492,514 State and municipal obligations — 11,292 — 11,292 Certificates of deposit — 13,367 — 13,367 Mortgage-backed securities — 153,771 — 153,771 Asset-backed securities — 64,831 64,831 Other — 373 — 373 Total fixed maturity securities, available for sale: 333,349 794,471 — 1,127,820 Equity securities 29,295 — — 29,295 Total assets at fair value $ 690,592 $ 821,694 $ — $ 1,512,286 Liabilities Contingent consideration $ — $ — $ 1,495 $ 1,495 December 31, 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 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 The following tables set forth the Company’s fair value measurements as of September 30, 2022 and December 31, 2021, for certain financial instruments not measured at fair value on a recurring basis (in thousand s) : September 30, 2022 Level 1 Level 2 Level 3 Total Cash equivalents, held to maturity $ 23,928 $ — $ — $ 23,928 Fixed maturity securities, held to maturity: U.S. government and agency obligations 7,007 — — 7,007 Certificates of deposit — 1,447 — 1,447 Total held to maturity $ 30,935 $ 1,447 $ — $ 32,382 December 31, 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 There have been no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy. 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 nine months ended September 30, 2022 and year ended December 31, 2021 (in thousand s) : 2022 2021 Balance at beginning of period $ 1,495 $ 5,716 Change in fair value of contingent consideration — (4,221) Balance at end of period $ 1,495 $ 1,495 The carrying amounts reported on the Condensed Consolidated Balance Sheets for other current financial assets and liabilities approximate fair value due to their short-term nature. These assets and liabilities are not included in the tables above. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS As described in Note 12, Segments and Geographic Information , our reportable segments changed, and we now report our operating results through three reportable segments: Bright HealthCare – Commercial, Medicare Advantage and NeueHealth. The change in our reportable segments did not change our operating segments or our reporting units. Changes in the carrying value of goodwill by reportable segment were as follows (in thousand s) : Bright HealthCare - Commercial Medicare Advantage NeueHealth Gross Carrying Cumulative Gross Carrying Cumulative Gross Carrying Cumulative Balance at December 31, 2021 $ 4,148 $ — $ 428,710 $ — $ 402,282 $ — Impairment Losses — 4,148 — 70,017 — — Acquisitions — — — 310 — Balance at September 30, 2022 $ 4,148 $ 4,148 $ 428,710 $ 70,017 $ 402,592 $ — 2022 Interim Goodwill Impairment Test Historically, 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. During the three months ended September 30, 2022, we determined that our decision to exit the Commercial markets and the decrease in our enterprise market capitalization due to a decrease in the price of our common stock, represented events that indicated the carrying values of our reporting units may not be recoverable. As such, we performed an interim impairment test as of September 30, 2022. We estimated the fair values of our Medicare Advantage and NeueHealth 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. As a result of our interim impairment test, we recognized a non-cash impairment loss of $70.0 million in our Medicare Advantage reporting unit, which had a goodwill carrying amount of $358.7 million after impairment. The impairment of our Medicare Advantage reporting unit was primarily driven by an increase in the discount rate, which was impacted by higher interest rates and other market factors. We estimated the fair value of our Bright HealthCare – Commercial reporting unit using an adjusted balance sheet approach as a result of our decision to exit the Commercial business for the 2023 plan year. We recognized a $4.1 million non-cash impairment loss related to our Bright HealthCare – Commercial reporting unit, which represented all of the goodwill associated with the Bright HealthCare – Commercial reporting unit. There was no impairment of our NeueHealth reporting unit. The gross carrying value and accumulated amortization for definite-lived intangible assets were as follows (in thousand s) : September 30, 2022 December 31, 2021 Gross Carrying Accumulated Amortization Gross Carrying Accumulated Amortization Customer relationships $ 206,321 $ 36,777 $ 209,421 $ 21,728 Trade names 96,041 11,458 99,241 6,738 Reacquired contract — — 59,000 6,556 Developed technology 6,300 1,350 6,300 675 Other 5,400 1,212 6,400 805 Total $ 314,062 $ 50,797 $ 380,362 $ 36,502 We recognized $42.6 million of impairment expense and $49.3 million of impairment expense on the intangible assets related to our THNM and Centrum acquisitions in intangible assets impairment in the Condensed Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2022, respectively, as a result of Bright HealthCare’s decision to no longer offer commercial products for the 2023 plan year. See Note 2 Business Combinations, for additional information on this impairment. There was no impairment expense for the three and nine months ended September 30, 2021. Amortization expense relating to intangible assets for the three months ended September 30, 2022 and 2021 was $10.4 million and $13.3 million, respectively, and amortization expense for the nine months ended September 30, 2022 and 2021 was $31.3 million and $23.2 million, respectively. Estimated amortization expense relating to intangible assets for the remainder of 2022 and for each of the next five full years ending December 31 is as follows (in thousand s) : 2022 (October - December) $ 7,095 2023 28,360 2024 28,221 2025 28,221 2026 28,104 2027 28,065 |
MEDICAL COSTS PAYABLE
MEDICAL COSTS PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Insurance [Abstract] | |
MEDICAL COSTS PAYABLE | MEDICAL COSTS PAYABLE The following table shows the components of the change in medical costs payable for the nine months ended September 30 (in thousand s) : September 30, 2022 2021 Medical costs payable - January 1 $ 817,975 $ 249,777 Incurred related to: Current year 4,443,878 2,647,719 Prior year (36,322) 1,726 Total incurred 4,407,556 2,649,445 Paid related to: Current year 3,538,386 2,074,602 Prior year 712,019 232,312 Total paid 4,250,405 2,306,914 Acquired claims liabilities — 92,737 Medical costs payable - September 30 $ 975,126 $ 685,045 Medical costs payable attributable to prior years decreased by $36.3 million and increased by $1.7 million for the nine months ended September 30, 2022 and 2021, respectively. Medical costs payable estimates are adjusted as additional information becomes known regarding claims; there were no significant changes to estimation methodologies during the periods. The table below details the components making up the medical costs payable as of September 30 (in thousand s) : September 30, 2022 2021 Claims unpaid $ 72,917 $ 42,488 Provider incentive payable 46,024 69,274 Claims adjustment expense liability 19,528 12,413 Incurred but not reported 836,657 560,870 Total medical costs payable $ 975,126 $ 685,045 Medical costs payable are primarily related to the current year. The Company has recorded claims adjustment expense as a component of operating costs in the Condensed Consolidated Statements of Income (Loss). |
SHORT-TERM BORROWINGS
SHORT-TERM BORROWINGS | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SHORT-TERM BORROWINGS | SHORT-TERM BORROWINGS We have a $350.0 million revolving credit agreement with a syndicate of banks (the “Credit Agreement”), which matures on February 28, 2024. In January 2022, we repaid the $155.0 million outstanding under the Credit Agreement as of December 31, 2021. During the three months ended September 30, 2022, we borrowed $303.9 million under the Credit Agreement at a weighted-average effective annual interest rate of 8.41%, which remains outstanding as of September 30, 2022. The Credit Agreement contains a covenant that requires the Company to maintain a total debt to capitalization ratio of 0.25 to 1.00. The Credit Agreement also contains a covenant that require us to maintain a minimum liquidity of $150.0 million. We were not in compliance with the total debt to capitalization ratio covenant as of September 30, 2022. On November 8, 2022, we executed an amendment to the Credit Agreement pursuant to which certain collateral related defaults were waived and, in |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION 2016 Incentive Plan The Company adopted its 2016 Stock Incentive Plan (the “2016 Incentive Plan”) in March 2016. The 2016 Incentive Plan allowed for the Company to grant stock options, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”) to certain employees, consultants and non-employee directors. The 2016 Incentive Plan was initially adopted on March 25, 2016, and most recently amended in December 2020. Following the effectiveness of our 2021 Omnibus Plan (the “2021 Incentive Plan”), no further awards will be granted under the 2016 Incentive Plan. However, all outstanding awards granted under the 2016 Incentive Plan will continue to be governed by the existing terms of the 2016 Incentive Plan and the applicable award agreements. 2021 Incentive Plan The 2021 Incentive Plan (the “2021 Incentive Plan”) was adopted by our Board of Directors on May 21, 2021 and approved by our stockholders on May 25, 2021 and June 5, 2021. The 2021 Incentive Plan allows the Company to grant stock options, RSAs, RSUs, stock appreciation rights, other equity based awards, and cash based incentive awards to certain employees, consultants and non-employee directors. There are 73.4 million shares of common stock authorized for issuance under the 2021 Incentive Plan. As of September 30, 2022, a total of 16.7 million shares of common stock were available for future issuance under the 2021 Incentive Plan. Share-Based Compensation Expense We recognized share-based compensation expense of $77.3 million and $43.2 million for the nine months ended September 30, 2022 and 2021, respectively, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). Stock Options The Board of Directors, or the Compensation and Human Capital Committee of the Board of Directors, as applicable, determines the exercise price, vesting periods and expiration date at the time of the grant. Stock options granted prior to the third quarter of 2021 generally vest 25% at one year from the grant date, then ratably over the next 36 months with continuous employee service. Stock options granted after the beginning of the third quarter of 2021 generally vest ratably over three years. Option grants generally expire 10 years from the date of grant. The calculated value of each option award was estimated on the date of grant using a Black-Scholes option valuation model that used the following weighted-average assumptions for options granted during the nine months ended September 30, 2022: 2022 Risk-free interest rate 1.9 % Expected volatility 54.3 % Expected dividend rate 0.0 % Expected life in years 6.0 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 and the implied volatility from exchange-traded options on the Company’s common stock. 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 stock options for the nine months ended September 30, 2022 is as follows (in thousand s, except exercise price and contractual life) : Shares Weighted-Average Weighted-Average Aggregate Outstanding at January 1, 2022 69,244 $ 1.84 8.2 $ 113,908 Granted 8,479 1.83 Exercised (1,231) 1.07 Forfeited (9,087) 2.05 Expired (1,607) 1.99 Outstanding at September 30, 2022 65,798 $ 1.82 7.2 $ 1,318 We recognized share-based compensation expense related to stock options of $39.8 million for the nine months ended September 30, 2022, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2022 was $0.96 per share. At September 30, 2022, there was $91.5 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted-average period of 2.4 years. Restricted Stock Units RSUs represent the right to receive shares of our common stock at a specified date in the future and generally vest over a three-year period, except for Board of Director grants which generally vest one year from the date of grant. The fair value of RSUs is determined based on the closing market price of our common stock on the date of grant. The following table summarizes RSU award activity for the nine months ended September 30, 2022 (in thousand s, except weighted average grant date fair value ) : Number of RSUs Weighted Average Grant Date Fair Value Unvested RSUs at December 31, 2021 15,651 $ 3.98 Granted 28,948 1.77 Vested (140) 8.76 Forfeited (7,134) 2.99 Unvested RSUs at September 30, 2022 37,325 $ 2.44 We recognized share-based compensation expense related to RSUs of $16.8 million for the nine months ended September 30, 2022, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). As of September 30, 2022, there was $60.5 million of unrecognized compensation expense related to the RSU grants, which is expected to be recognized over a weighted-average period of 2.3 years. Performance-based Restricted Stock Units (“PSUs”) In connection with our IPO, our Board of Directors approved the grant of PSUs to members of our executive leadership team. The grant encompassed a total of 14.7 million PSUs, separated into four equal tranches, each of which are eligible to vest based on the achievement of predetermined stock price goals and a minimum service period of 3 years. The fair value of the PSUs was determined using a Monte-Carlo simulation. The following table summarizes PSU award activity for the nine months ended September 30, 2022 (in thousand s, except weighted average grant date fair value) : Number of PSUs Weighted Average Grant Date Fair Value Unvested PSUs at December 31, 2021 14,700 $ 9.30 Granted — — Forfeited (3,150) 9.30 Unvested PSUs at September 30, 2022 11,550 $ 9.30 |
REDEEMABLE CONVERTIBLE PREFERRE
REDEEMABLE CONVERTIBLE PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | REDEEMABLE CONVERTIBLE PREFERRED STOCK Series A Convertible Preferred Stock On December 6, 2021, we entered into an investment agreement with certain subsidiaries of Cigna Corporation (“Cigna”) and certain affiliates of New Enterprise Associates (“NEA”) (collectively, the “Purchasers”) relating to the issuance of 750,000 shares of Series A Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $750.0 million, or $1,000 per share (the “Issuance”). The close of the Issuance occurred on January 3, 2022 (the “Closing Date”). The Series A Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Preferred Stock has an initial liquidation preference of $1,000 per share, which shall increase by accumulated quarterly dividends that are not paid in cash (“compounded dividends”). Holders of the Series A Preferred Stock are entitled to a dividend at the rate of 5.0% per annum, accruing daily and payable quarterly in arrears and subject to certain adjustments, as set forth in the Certificate of Designations. Dividends will be payable in cash, by increasing the amount of liquidation preference (compounded dividends) with respect to a share of Series A Preferred Stock, or any combination thereof, at the sole discretion of the Company. The Series A Preferred Stock had accrued compounded dividends of $28.1 million as of September 30, 2022. The Series A Preferred Stock will be convertible at the option of the holders into (I) the number of shares of common stock equal to the quotient of (a) the sum of (x) the liquidation preference (reflecting increases for compounded dividends) plus (y) the accrued dividends with respect to each share of Series A Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $4.55 per share) as of the applicable conversion date plus (II) cash in lieu of fractional shares, subject to certain anti‑dilution adjustments. At any time after the third anniversary of the Closing Date, if the closing price per share of Common Stock on the New York Stock Exchange was greater than $7.96 for (x) each of at least twenty (20) trading days in any period of thirty (30) consecutive trading days and (y) the last trading day immediately before the Company provides the holders with notice of its election to convert all of the Series A Preferred Stock into the relevant number of shares of common stock, the Company may elect to convert all of the Series A Preferred Stock into the relevant number of shares of common stock. Under the Certificate of Designations, holders of the Series A Preferred Stock are entitled to vote with the holders of the common stock on an as‑converted basis, solely with respect to (i) a change of control transaction (to the extent such change of control transaction is submitted to a vote of the holders of the common stock) or (ii) the issuance of capital stock by the Company in connection with an acquisition by the Company (to the extent such issuance is submitted to a vote of the holders of the common stock), subject to certain restrictions. Holders of the Series A Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Series A Preferred Stock, authorizations or issuances by the Company of securities that are senior to the Series A Preferred Stock, increases or decreases in the number of authorized shares of Preferred Stock, and issuances of shares of the Series A Preferred Stock after the Closing Date. At any time following the fifth anniversary of the original issuance date, the Company may redeem all of the Series A Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the Closing Date and (B) 100% if the redemption occurs at any time on or after the seventh anniversary of the Closing Date. Upon certain change of control events involving the Company, the holders of the Series A Preferred Stock may, at such holder’s election, convert their shares of Series A Preferred Stock into common stock at the then‑current conversion price or require the Company to purchase all or a portion of such holder’s shares of Preferred Stock that have not been so converted at a purchase price per share of Preferred Stock, payable in cash, equal to the greater of (I) (A) if the change of control effective date occurs at any time prior to the seventh anniversary of the Closing Date, the product of 105% multiplied by the sum of (x) the liquidation preference of such share of Series A Preferred Stock (reflecting increases for compounded dividends) plus (y) the accrued dividends in respect of such share of Series A Preferred Stock as of the change of control purchase date and (B) if the change of control effective date occurs on or after the seventh anniversary of the Closing Date, the sum of (x) the liquidation preference (reflecting increases for compounded dividends) of such share of Series A Preferred Stock plus (y) the accrued dividends in respect of such share of Series A Preferred Stock as of the change of control purchase date and (II) the consideration that would have been payable in connection with such change of control if such share of Series A Preferred Stock had been converted into Common Stock immediately prior to the change of control. We have applied the guidance in ASC 480‑10‑S99‑3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, (in thousand s, except for per share amounts) : Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net loss attributable to Bright Health Group, Inc. common shareholders $ (315,755) $ (300,664) $ (804,054) $ (370,344) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 629,718 630,378 629,231 312,294 Net loss per share attributable to common stockholders, basic and diluted $ (0.50) $ (0.48) $ (1.28) $ (1.19) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the nine months ended September 30 (in thousand s) : Nine Months Ended 2022 2021 Redeemable convertible preferred stock (as converted to common stock) 171,061 — Stock options to purchase common stock 65,798 70,279 Restricted stock units 37,325 — Total 274,184 70,279 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal proceedings: In the normal course of business, we could be involved in various legal proceedings such as, but not limited to, the following: lawsuits alleging negligence in care or general liability, violation of regulatory bodies’ rules and regulations, or violation of federal and/or state laws. On January 6, 2022, a putative securities class action lawsuit was filed against us and certain of our officers and directors in the Eastern District of New York. The case is captioned Marquez v. Bright Health Group, Inc. et al., 1:22-cv-00101 (E.D.N.Y.). The lawsuit alleges, among other things, that we made materially false and misleading statements regarding our business, operations, which in turn adversely affected our stock price. An amended complaint was filed on June 24, 2022, which expands on the allegations in the original complaint and alleges a putative class period of June 24, 2021 through March 1, 2022. The amended complaint also adds as defendants the underwriters of our initial public offering. The Company has served a motion to dismiss the amended complaint, which has not yet been ruled on by the court. By letter dated January 28, 2022, we received a demand from a purported shareholder to inspect our books and records pursuant to Delaware law. The demand sought information related to the December 6, 2021 Investment Agreement that the Company entered into with NEA and Cigna. The Company and the shareholder’s counsel executed a confidentiality agreement, and we produced certain books and records in response to the demand. On June 3, 2022, the purported shareholder filed a putative class action complaint against us and our Board of Directors alleging that the standstill provisions and certain transfer restrictions in the Investment Agreement breached fiduciary duties to shareholders. The case is captioned Berger v. Adkins et al., 2022-0487 (Del. Ch.). The complaint seeks declaratory and injunctive relief, and an award of attorneys’ fees, but does not allege damages. The Company filed a motion to dismiss the complaint, which has not yet been ruled on by the court. The parties are also currently preparing to exchange discovery. We intend to vigorously defend the Company in the above actions, but there can be no assurance that we will be successful in any defense. Based on our assessment of the facts underlying the claims and the degree to which we intend to defend the Company in these matters, the amount or range of reasonably possible losses, if any, cannot be estimated. As a result, we have not accrued for any potential loss as of September 30, 2022 for these actions. Other commitments: As of September 30, 2022, we had $46.1 million outstanding, undrawn letters of credit under the Credit Agreement. |
SEGMENTS AND GEOGRAPHIC INFORMA
SEGMENTS AND GEOGRAPHIC INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENTS AND GEOGRAPHIC INFORMATION | SEGMENTS AND GEOGRAPHIC INFORMATION Factors used to determine our reportable segments include the nature of operating activities, economic characteristics, existence of separate senior management teams and the type of information used by the Company’s chief operating decision maker (“CODM”) to evaluate its results of operations. We have identified three operating segments based on our primary product and service offerings: Bright HealthCare – Commercial, Medicare Advantage and NeueHealth. We have historically aggregated our Bright HealthCare – Commercial and Medicare Advantage operating segments into a single Bright HealthCare reportable segment. In the three months ended September 30, 2022, we determined it was no longer appropriate to aggregate our Bright HealthCare – Commercial and Medicare Advantage operating segments, as the planned exit of the Commercial business for the 2023 plan year results in a significant difference in our long-term revenue and cash flow projections for the operating segments. Our three reportable segments are Bright HealthCare – Commercial, Medicare Advantage and NeueHealth. The following is a description of the types of products and services from which our three reportable segments derive their revenues: Bright HealthCare – Commercial: Our Commercial healthcare financing and distribution business focused on commercial plans delivers simple, personal, and affordable solutions to integrate the consumer into Bright Health’s alignment model. Bright HealthCare – Commercial serves approximately 1.0 million individuals through commercial health plan offerings across 16 states as of September 30, 2022. Medicare Advantage: Our Medicare Advantage healthcare financing and distribution business focused on serving aging and underserved populations with unmet clinical needs through a Fully-Aligned Care Model. As of September 30, 2022, Medicare Advantage includes MA products in 6 states, which serve over 125,000 lives and generally focus on higher risk, special needs, or other traditionally underserved populations. NeueHealth: Our healthcare enablement and technology business, NeueHealth, aims to significantly reduce the friction and current lack of coordination between payors by delivering on our Fully-Aligned Care Model with multiple payors. NeueHealth delivers virtual and in-person clinical care through its approximately 75 owned primary care clinics within an integrated care delivery system. Through these risk-bearing clinics and our affiliated network of care providers, NeueHealth maintains over 571,000 unique patient relationships as of September 30, 2022, approximately 520,000 of which are served through value-based arrangements, across multiple payors. 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, in our 2021 Form 10-K. 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. The following tables present the reportable segment financial information for the three and nine months ended September 30, 2022 and 2021 (in thousand s) : Three Months Ended September 30, 2022 Bright HealthCare - Commercial Medicare Advantage NeueHealth Corporate & Eliminations Consolidated Premium revenue $ 976,530 $ 408,939 $ 77,542 $ — $ 1,463,011 Direct contracting revenue — — 145,433 — 145,433 Service revenue 38 — 12,079 — 12,117 Investment income 6,849 36 4,846 — 11,731 Total unaffiliated revenue 983,417 408,975 239,900 — 1,632,292 Affiliated revenue — — 262,129 (262,129) — Total segment revenue 983,417 408,975 502,029 (262,129) 1,632,292 Operating income (loss) (79,289) (71,276) (37,547) (64,583) (252,695) Goodwill impairment $ 4,148 $ 70,017 $ — $ — $ 74,165 Intangible assets impairment — — 42,611 — 42,611 Depreciation and amortization — 4,416 6,913 2,575 13,904 Three Months Ended September 30, 2021 Bright HealthCare - Commercial Medicare Advantage NeueHealth Corporate & Eliminations Consolidated Premium revenue $ 625,987 $ 368,599 $ 25,647 $ — $ 1,020,233 Direct contracting revenue — — — — — Service revenue (61) — 11,140 — 11,079 Investment income 1,058 29 46,258 — 47,345 Total unaffiliated revenue 626,984 368,628 83,045 — 1,078,657 Affiliated revenue — 139,759 (139,759) — Total segment revenue 626,984 368,628 222,804 (139,759) 1,078,657 Operating income (loss) (228,648) (30,989) 11,312 (47,956) (296,281) Depreciation and amortization $ 145 $ 3,781 $ 9,563 $ 716 $ 14,205 Nine Months Ended September 30, 2022 Bright HealthCare - Commercial Medicare Advantage NeueHealth Corporate & Eliminations Consolidated Premium revenue $ 3,084,958 $ 1,258,846 $ 236,986 $ — $ 4,580,790 Direct contracting revenue — — 465,435 — 465,435 Service revenue 108 — 37,282 — 37,390 Investment income 13,103 83 (52,306) — (39,120) Total unaffiliated revenue 3,098,169 1,258,929 687,397 — 5,044,495 Affiliated revenue — — 857,716 (857,716) — Total segment revenue 3,098,169 1,258,929 1,545,113 (857,716) 5,044,495 Operating income (loss) (260,483) (109,893) (105,981) (201,405) (677,762) Goodwill impairment $ 4,148 $ 70,017 $ — $ — $ 74,165 Intangible assets impairment 6,720 — 42,611 — 49,331 Depreciation and amortization 145 13,291 20,572 6,165 40,173 Nine Months Ended September 30, 2021 Bright HealthCare - Commercial Medicare Advantage NeueHealth Corporate & Eliminations Consolidated Premium revenue $ 1,930,896 $ 929,374 $ 62,680 $ — $ 2,922,950 Direct contracting revenue — — — — — Service revenue 29 — 31,573 — 31,602 Investment income 3,386 105 109,012 — 112,503 Total unaffiliated revenue 1,934,311 929,479 203,265 — 3,067,055 Affiliated revenue — — 182,392 (182,392) — Total segment revenue 1,934,311 929,479 385,657 (182,392) 3,067,055 Operating income (loss) (214,039) (105,351) 74,111 (132,880) (378,159) Depreciation and amortization $ 290 $ 9,903 $ 14,362 $ 1,426 $ 25,981 As a percentage of our total consolidated revenue, premium revenues and Direct Contracting revenues from CMS were 34% and 34% for the three months ended September 30, 2022 and 2021, respectively. For the nine months ended September 30, 2022 and 2021 premium revenues and Direct Contracting revenues from CMS were 34% and 30%, respectively. The revenues from CMS are included in premium revenue of our Bright HealthCare – Commercial and Medicare Advantage segments and |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income tax was an expense of $1.8 million and $0.1 million for the three months ended September 30, 2022 and 2021, respectively. For the nine months ended September 30, 2022 and 2021, income tax was an expense of $7.9 million and benefit of $18.2 million, respectively. The impact from income taxes varies from the federal statutory rate of 21.0% due to state income taxes, changes in the valuation allowance for deferred tax assets and adjustments for permanent differences. For the three months ended September 30, 2022, the expense largely relates to amortization of originating goodwill from asset acquisitions and estimated state income taxes attributable to income earned in separate filing states without state net operating loss carryforwards. For the three and nine months ended September 30, 2021, the benefit largely relates to adjustments to the valuation allowance for federal and state deferred tax assets, as well as the effect of deferred taxes recorded as part of business combination accounting for the Universal Care, Inc. (d.b.a. Brand New Day), THNM, Zipnosis, and Central Health Plan of California acquisitions. |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTEREST | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTEREST | REDEEMABLE NONCONTROLLING INTEREST Redeemable noncontrolling interests in our subsidiaries whose redemption is outside of our control are classified as temporary equity. The following table provides details of our redeemable noncontrolling interest activity for the three and nine months e nded September 30, 2022 and 2021 (in thousand s) : 2022 2021 Balance at January 1 $ 128,407 $ 39,600 (Losses) earnings attributable to noncontrolling interest (2,681) 288 Measurement adjustment 17,285 329 Balance at March 31 $ 143,011 $ 40,217 Earnings attributable to noncontrolling interest 3,625 640 Tax distributions to noncontrolling interest holders (1,894) — Measurement adjustment 19,712 155 Balance at June 30 $ 164,454 $ 41,012 Earnings attributable to noncontrolling interest 30,765 85,075 Tax distributions to noncontrolling interest holders (138) (4,577) Measurement adjustment 15,945 8,519 Balance at September 30 $ 211,026 $ 130,029 |
DIRECT CONTRACTING
DIRECT CONTRACTING | 9 Months Ended |
Sep. 30, 2022 | |
Direct Contracting [Abstract] | |
DIRECT CONTRACTING | DIRECT CONTRACTING Beginning January 1, 2022, we began participating in CMS’ DC Model with two DCEs participating through the global risk arrangement and assuming full risk for the total cost of care of aligned beneficiaries. As part of our participation in the DC Model, we are guaranteeing the performance of our care network of participating and preferred providers. The intention of the DC Model is to enhance the quality of care for Medicare FFS beneficiaries while reducing the administrative burden, supporting a focus on complex, chronically ill patients, and encouraging physician organizations that have not typically participated in Medicare FFS programs to serve Medicare FFS beneficiaries. Key components of the financial agreement for the DC Model include: • Performance Year Benchmark: The target amount for Medicare expenditures on covered services (Medicare Part A and B) furnished to a DCE’s aligned beneficiaries during a performance year. The Performance Year Benchmark will be compared to the DCE’s performance year expenditures. This comparison will be used to calculate shared savings and shared losses. The Performance Year Benchmark is established at the beginning of the performance year utilizing prospective trend estimates and is subject to retrospective trend adjustments, if warranted, before the Financial Reconciliation. • Risk-Sharing Arrangements: Used in determining the percent of savings and losses that DCEs are eligible to receive as shared savings or may be required to repay as shared losses. • Financial Reconciliation: The process by which CMS determines shared savings or shared losses by comparing the calculated total benchmark expenditures for a given DCE’s aligned population to the actual expenditures of that DCE’s aligned beneficiaries over the course of a performance year that includes various risk-mitigation options such as stop-loss reinsurance and risk corridors. • Risk-Mitigation Options: Both DCEs elected to participate in a “stop-loss arrangement” for the current performance year offered by CMS. The “stop-loss arrangement” is designed to reduce the financial uncertainty associated with high-cost expenditures of individual beneficiaries. Additionally, CMS has created a mandatory risk corridor program that allocates the DCE’s shared savings and losses in bands of percentage thresholds, after a deviation of greater than 25.0% of the Performance Year Benchmark. Performance Guarantees Through our participation in the DC Model, we determined that our arrangements with the providers of our DCE beneficiaries require us to guarantee their performance to CMS. At the beginning of the performance year, we recognized the Direct Contracting performance year obligation and receivable for the duration of the performance year. This receivable and obligation are measured at an amount equivalent to the Performance Year Benchmark per CMS that is representative of the expected Medicare expenditures for beneficiaries aligned to our DCEs. As we fulfill our obligation, we amortize the guarantee on a straight-line basis for the amount that represents the completed portion of the performance obligation. The receivable is reduced as we receive payments from CMS for in-network claims or receive CMS reporting detailing out-of-network claims paid by CMS on behalf of our aligned beneficiaries. At the end of each reporting period, we estimate both in-network claims and out-of-network claims incurred by beneficiaries aligned to our DCEs but not yet reported and record a reserve for the estimated amount which is included in medical costs payable on the Condensed Consolidated Balance Sheets. For each performance year, the final consideration due to the DCEs by CMS (shared savings) or the consideration due to CMS by the DCEs (shared loss) is reconciled in the year following the performance year. On a quarterly basis CMS adjusts the Performance Year Benchmark based upon revised trend assumptions and changes in attributed membership. CMS will also estimate the shared savings or loss for the DCE on a quarterly basis based upon this revised Performance Year Benchmark, changes to membership, payments made to the DCE for in-network claims, out-of-network claims paid on behalf of the DCE and various other assumptions including incurred but not reported reserves. The Performance Year Benchmark is our best estimate of our obligation as we are unable to estimate the potential shared savings or loss due to the “stop-loss arrangement”, risk corridor components of the agreement, and a number of variables including but not limited to risk ratings and benchmark trends that could have an inestimable impact on estimated future payments. There were no financial statement impacts of the performance guarantee at September 30, 2021 or for the three and nine-month period then ended. The tables below include the financial statement impacts of the performance guarantee at September 30, 2022 and for the three and nine-month period then ended ( in thousands ): September 30, 2022 Direct contracting performance year receivable (1)(2) $ 234,776 Direct contracting performance year obligation (2) 155,145 (1) We estimate there to be $98.6 million in in-network and out-of-network claims incurred by beneficiaries aligned to our DCE but not reported as of September 30, 2022; this is included in medical costs payable on the Condensed Consolidated Balance Sheets. (2) CMS updated benchmarks have resulted in the reduction of both our Direct Contracting performance year receivable and obligation by $7.5 million and $105.1 million for the three and nine months ended September 30, 2022, respectively. Three Months Ended Nine Months Ended Amortization of Direct contracting performance year receivable $ 153,868 $ 385,804 Amortization of Direct contracting performance year obligation 151,281 498,482 Direct contracting revenue 145,433 465,435 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS We entered into an Investment Agreement dated as of October 10, 2022 (as amended, the “Investment Agreement”) with certain purchasers (collectively, the “Purchasers”), relating to the issuance and sale by the Company to the Purchasers of 175,000 shares of the Company’s Series B Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), for an aggregate purchase price of $175.0 million, or $1,000 per share (the “Issuance”). On October 17, 2022, the Issuance was consummated. In connection with the closing, the Certificate of Designations for the Company’s Series A Convertible Perpetual Preferred Stock was amended to provide for a weighted average anti-dilution adjustment in connection with issuances of equity-linked securities with a purchase or conversion price less than the optional conversion price of the Series A Preferred Stock. In October 2022, we announced our decision to further focus our business on our Fully Aligned Care Model, and we will no longer offer commercial plans through Bright HealthCare, or Medicare Advantage products outside of California in 2023. As a result of these strategic changes, on November 4, 2022, the Board of Directors approved a plan to restructure the Company’s workforce and reduce expenses based on the Company's updated business model. The Company expects to effectuate this plan over the next six We expect this restructuring will include costs related to employee termination benefits, lease exits, contract modification or termination, as well as the potential for non-cash property, equipment and capitalized software impairments. The Company is currently unable in good faith to make a determination of an estimate of the amount or range of amounts expected to be incurred in connection with this plan, both with respect to each major type of cost associated therewith and with respect to the total cost, or an estimate of the amount or range of amounts that will result in future cash expenditures. On November 8, 2022, we executed an amendment to the Credit Agreement pursuant to which certain collateral related defaults were waived and, in addition, it was agreed that we would (i) not be required to test our debt to capitalization ratio covenant during and including the four quarter test period ending September 30, 2022 through and including the four quarter test period ending September 30, 2023, (ii) be required to maintain a minimum liquidity of $200.0 million from November 8, 2022 through and including September 30, 2023 and (iii) be required to maintain a minimum liquidity of $150.0 million after September 30, 2023. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation: The condensed consolidated financial statements include the accounts of Bright Health Group, Inc. and all subsidiaries and controlled companies. All intercompany balances and transactions are eliminated upon consolidation. The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. We have omitted certain footnote disclosures that would substantially duplicate the disclosures in our audited consolidated financial statements, unless the information contained in those disclosures materially changed or is required by GAAP. As such, the condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021 included in our Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). The accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for fair presentation of the interim financial statements. |
Reportable Segments | Reportable Segments: During the three months ended September 30, 2022, our reportable segments changed. We now report our operating results through three reportable segments: Bright HealthCare – Commercial, Medicare Advantage and NeueHealth. See Note 12, Segments and Geographic Information , for additional information on our segments. We have reflected this change in all historical periods presented. |
Use of Estimates | Use of Estimates: The preparation of our condensed consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Our most significant estimates include medical costs payable, risk adjustment revenue and associated payables and receivables, premium deficiency reserve, Direct Contracting performance year receivable and obligation, and valuation and impairment of goodwill and other intangible assets. Actual results could differ from these estimate |
Performance Guarantees | Performance Guarantees: Through our participation in the DC Model, we determined that our arrangements with the providers of our DCE beneficiaries require us to guarantee their performance to CMS. We recognized our obligation to guarantee their performance for the duration of the performance year on the Condensed Consolidated Balance Sheets. As we fulfill our obligation we ratably amortize the guarantee for the amount that represents the completed portion of the performance obligation as Direct Contracting revenue on the Condensed Consolidated Statements of Income (Loss). Direct Contracting revenue is derived from the estimated annual sum of the capitation payments made to the DCEs for services within the scope of the capitation arrangement with CMS and fee-for-service (“FFS”) payments from CMS made directly to third-party providers for our aligned beneficiaries. For each performance year, the final consideration due to the DCEs by CMS (shared savings) or the consideration due to CMS by the DCEs (shared loss) is reconciled in the year following the performance year. Periodically during the performance year, CMS will measure the shared savings or loss and adjust the performance benchmark and thus the remaining performance obligation if we are in a probable shared loss position. |
Net loss per share | Net loss per share: Prior to 2022, basic net loss per share attributable to common stockholders was 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. Beginning in 2022, we also include our Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stock”) issued in January 2022 as a participating security in the computation of net loss per share pursuant to the two-class method. The two-class method of calculating net income (loss) per share is an allocation method that calculates earnings per share for common stock and participating securities. Under the two-class method, total dividends due to the holders of the Series A Preferred Stock and undistributed earnings allocated to participating securities are subtracted from net income (loss) in determining net income (loss) attributable to common stockholders. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements: 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. We adopted ASU 2020-06 on January 1, 2022. The adoption did not have a material impact on our financial condition, results of operations or cash flows. There were no other accounting pronouncements that were recently issued and not yet adopted or adopted since our audited consolidated financial statements were issued that had, or are expected to have, a material impact on our consolidated financial position, results of operations, or cash flows. |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Operating Costs by Functional Classification | Operating Costs: Our operating costs, by functional classification for the three and nine months ended September 30, 2022 and 2021, are as follows (in thousand s) : Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Compensation and fringe benefits $ 109,629 $ 100,062 $ 346,325 $ 234,467 Professional fees 73,497 61,483 215,627 143,248 Marketing and selling expenses 77,721 69,443 249,458 183,636 Premium taxes and fees 60,708 45,953 196,763 127,783 Premium deficiency reserve (78,990) — (42,233) — General and administrative expenses 38,778 19,148 113,344 52,856 Other operating expenses 16,102 13,701 43,680 37,100 Total operating costs $ 297,445 $ 309,790 $ 1,122,964 $ 779,090 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table discloses the fair values of assets and liabilities acquired by the Company in the Centrum acquisition (in thousand s) : 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, net of cash acquired $ 296,226 The following table discloses the fair values of assets and liabilities acquired by the Company in the CHP acquisition (in thousand s) : Accounts receivable $ 17,240 Short-term investments 19,041 Prepaids and other current assets 25,530 Property and equipment 370 Intangible assets 102,000 Other assets 1,249 Total assets 165,430 Medical costs payable 75,643 Accounts payable 2,371 Other current liabilities 7,984 Other liabilities 26,275 Total liabilities 112,273 Net identified assets acquired 53,157 Goodwill 232,442 Total purchase consideration, net of cash acquired $ 285,599 The following table discloses the fair values of assets and liabilities acquired by the Company in the THNM and Zipnosis acquisitions (in thousand s) : 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 36,024 11,381 Medical costs payable 12,617 — Accounts payable 14,663 136 Unearned revenue 3,645 120 Other current liabilities 11,406 665 Other liabilities 2,499 2,730 Total liabilities 44,830 3,651 Net identified assets (liabilities) acquired (8,806) 7,730 Goodwill 4,148 62,067 Total purchase consideration, net of cash acquired $ (4,658) $ 69,797 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Debt Securities, Available-for-sale | The following is a summary of our investment securities as of September 30, 2022 and December 31, 2021 (in thousand s) : September 30, 2022 Amortized Gross Gross Carrying Cash equivalents $ 379,081 $ 18 $ — $ 379,099 Available for sale: U.S. government and agency obligations 402,690 9 (11,027) 391,672 Corporate obligations 540,226 4 (47,716) 492,514 State and municipal obligations 11,575 — (283) 11,292 Certificates of deposit 13,367 — — 13,367 Mortgage-backed securities 171,915 — (18,144) 153,771 Asset-backed securities 69,001 1 (4,171) 64,831 Other 390 — (17) 373 Total available-for-sale securities 1,209,164 14 (81,358) 1,127,820 Held to maturity: U.S. government and agency obligations 7,007 — — 7,007 Certificates of deposit 1,447 — — 1,447 Total held-to-maturity securities 8,454 — — 8,454 Total investments $ 1,596,699 $ 32 $ (81,358) $ 1,515,373 December 31, 2021 Amortized Gross Gross Carrying 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 |
Schedule of Debt Securities, Held-to-maturity | The following is a summary of our investment securities as of September 30, 2022 and December 31, 2021 (in thousand s) : September 30, 2022 Amortized Gross Gross Carrying Cash equivalents $ 379,081 $ 18 $ — $ 379,099 Available for sale: U.S. government and agency obligations 402,690 9 (11,027) 391,672 Corporate obligations 540,226 4 (47,716) 492,514 State and municipal obligations 11,575 — (283) 11,292 Certificates of deposit 13,367 — — 13,367 Mortgage-backed securities 171,915 — (18,144) 153,771 Asset-backed securities 69,001 1 (4,171) 64,831 Other 390 — (17) 373 Total available-for-sale securities 1,209,164 14 (81,358) 1,127,820 Held to maturity: U.S. government and agency obligations 7,007 — — 7,007 Certificates of deposit 1,447 — — 1,447 Total held-to-maturity securities 8,454 — — 8,454 Total investments $ 1,596,699 $ 32 $ (81,358) $ 1,515,373 December 31, 2021 Amortized Gross Gross Carrying 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 |
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 September 30, 2022 and December 31, 2021 were as follows (in thousand s) : September 30, 2022 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Unrealized U.S. government and agency obligations 257,637 (4,296) 123,821 (6,731) 381,458 (11,027) Corporate obligations 472,630 (46,707) 16,898 (1,009) 489,528 (47,716) State and municipal obligations 10,468 (257) 824 (26) 11,292 (283) Mortgage-backed securities 153,771 (18,144) — — 153,771 (18,144) Asset-backed securities 62,756 (4,171) — — 62,756 (4,171) Other — — 374 (17) 374 (17) Total securities $ 957,262 $ (73,575) $ 141,917 $ (7,783) $ 1,099,179 $ (81,358) December 31, 2021 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair 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 securities $ 593,165 $ (3,439) $ — $ — $ 593,165 $ (3,439) |
Schedule of Available-for-sale Securities by Contractual Maturity | As of September 30, 2022, the maturity of available-for-sale securities, by contractual maturity, reflected at amortized cost and fair value were as follows (in thousand s) : Amortized Fair Due in one year or less $ 278,680 $ 275,803 Due after one year through five years 551,078 514,924 Due after five years through 10 years 373,324 331,655 Due after 10 years 6,082 5,438 Total debt securities $ 1,209,164 $ 1,127,820 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021, for assets measured at fair value on a recurring basis (in thousand s): September 30, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 327,948 $ 27,223 $ — $ 355,171 Fixed maturity securities, available for sale: U.S. government and agency obligations 333,349 58,323 — 391,672 Corporate obligations — 492,514 — 492,514 State and municipal obligations — 11,292 — 11,292 Certificates of deposit — 13,367 — 13,367 Mortgage-backed securities — 153,771 — 153,771 Asset-backed securities — 64,831 64,831 Other — 373 — 373 Total fixed maturity securities, available for sale: 333,349 794,471 — 1,127,820 Equity securities 29,295 — — 29,295 Total assets at fair value $ 690,592 $ 821,694 $ — $ 1,512,286 Liabilities Contingent consideration $ — $ — $ 1,495 $ 1,495 December 31, 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 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 |
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 September 30, 2022 and December 31, 2021, for certain financial instruments not measured at fair value on a recurring basis (in thousand s) : September 30, 2022 Level 1 Level 2 Level 3 Total Cash equivalents, held to maturity $ 23,928 $ — $ — $ 23,928 Fixed maturity securities, held to maturity: U.S. government and agency obligations 7,007 — — 7,007 Certificates of deposit — 1,447 — 1,447 Total held to maturity $ 30,935 $ 1,447 $ — $ 32,382 December 31, 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 |
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 nine months ended September 30, 2022 and year ended December 31, 2021 (in thousand s) : 2022 2021 Balance at beginning of period $ 1,495 $ 5,716 Change in fair value of contingent consideration — (4,221) Balance at end of period $ 1,495 $ 1,495 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying value of goodwill by reportable segment were as follows (in thousand s) : Bright HealthCare - Commercial Medicare Advantage NeueHealth Gross Carrying Cumulative Gross Carrying Cumulative Gross Carrying Cumulative Balance at December 31, 2021 $ 4,148 $ — $ 428,710 $ — $ 402,282 $ — Impairment Losses — 4,148 — 70,017 — — Acquisitions — — — 310 — Balance at September 30, 2022 $ 4,148 $ 4,148 $ 428,710 $ 70,017 $ 402,592 $ — |
Schedule of Finite-Lived Intangible Assets | The gross carrying value and accumulated amortization for definite-lived intangible assets were as follows (in thousand s) : September 30, 2022 December 31, 2021 Gross Carrying Accumulated Amortization Gross Carrying Accumulated Amortization Customer relationships $ 206,321 $ 36,777 $ 209,421 $ 21,728 Trade names 96,041 11,458 99,241 6,738 Reacquired contract — — 59,000 6,556 Developed technology 6,300 1,350 6,300 675 Other 5,400 1,212 6,400 805 Total $ 314,062 $ 50,797 $ 380,362 $ 36,502 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense relating to intangible assets for the remainder of 2022 and for each of the next five full years ending December 31 is as follows (in thousand s) : 2022 (October - December) $ 7,095 2023 28,360 2024 28,221 2025 28,221 2026 28,104 2027 28,065 |
MEDICAL COSTS PAYABLE (Tables)
MEDICAL COSTS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Insurance [Abstract] | |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | The following table shows the components of the change in medical costs payable for the nine months ended September 30 (in thousand s) : September 30, 2022 2021 Medical costs payable - January 1 $ 817,975 $ 249,777 Incurred related to: Current year 4,443,878 2,647,719 Prior year (36,322) 1,726 Total incurred 4,407,556 2,649,445 Paid related to: Current year 3,538,386 2,074,602 Prior year 712,019 232,312 Total paid 4,250,405 2,306,914 Acquired claims liabilities — 92,737 Medical costs payable - September 30 $ 975,126 $ 685,045 The table below details the components making up the medical costs payable as of September 30 (in thousand s) : September 30, 2022 2021 Claims unpaid $ 72,917 $ 42,488 Provider incentive payable 46,024 69,274 Claims adjustment expense liability 19,528 12,413 Incurred but not reported 836,657 560,870 Total medical costs payable $ 975,126 $ 685,045 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The calculated value of each option award was estimated on the date of grant using a Black-Scholes option valuation model that used the following weighted-average assumptions for options granted during the nine months ended September 30, 2022: 2022 Risk-free interest rate 1.9 % Expected volatility 54.3 % Expected dividend rate 0.0 % Expected life in years 6.0 |
Schedule of Share-based Payment Arrangement, Option, Activity | The activity for stock options for the nine months ended September 30, 2022 is as follows (in thousand s, except exercise price and contractual life) : Shares Weighted-Average Weighted-Average Aggregate Outstanding at January 1, 2022 69,244 $ 1.84 8.2 $ 113,908 Granted 8,479 1.83 Exercised (1,231) 1.07 Forfeited (9,087) 2.05 Expired (1,607) 1.99 Outstanding at September 30, 2022 65,798 $ 1.82 7.2 $ 1,318 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table summarizes RSU award activity for the nine months ended September 30, 2022 (in thousand s, except weighted average grant date fair value ) : Number of RSUs Weighted Average Grant Date Fair Value Unvested RSUs at December 31, 2021 15,651 $ 3.98 Granted 28,948 1.77 Vested (140) 8.76 Forfeited (7,134) 2.99 Unvested RSUs at September 30, 2022 37,325 $ 2.44 |
Share-based Payment Arrangement, Performance Shares, Activity | The following table summarizes PSU award activity for the nine months ended September 30, 2022 (in thousand s, except weighted average grant date fair value) : Number of PSUs Weighted Average Grant Date Fair Value Unvested PSUs at December 31, 2021 14,700 $ 9.30 Granted — — Forfeited (3,150) 9.30 Unvested PSUs at September 30, 2022 11,550 $ 9.30 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, (in thousand s, except for per share amounts) : Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net loss attributable to Bright Health Group, Inc. common shareholders $ (315,755) $ (300,664) $ (804,054) $ (370,344) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 629,718 630,378 629,231 312,294 Net loss per share attributable to common stockholders, basic and diluted $ (0.50) $ (0.48) $ (1.28) $ (1.19) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the nine months ended September 30 (in thousand s) : Nine Months Ended 2022 2021 Redeemable convertible preferred stock (as converted to common stock) 171,061 — Stock options to purchase common stock 65,798 70,279 Restricted stock units 37,325 — Total 274,184 70,279 |
SEGMENTS AND GEOGRAPHIC INFOR_2
SEGMENTS AND GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Financial Information | The following tables present the reportable segment financial information for the three and nine months ended September 30, 2022 and 2021 (in thousand s) : Three Months Ended September 30, 2022 Bright HealthCare - Commercial Medicare Advantage NeueHealth Corporate & Eliminations Consolidated Premium revenue $ 976,530 $ 408,939 $ 77,542 $ — $ 1,463,011 Direct contracting revenue — — 145,433 — 145,433 Service revenue 38 — 12,079 — 12,117 Investment income 6,849 36 4,846 — 11,731 Total unaffiliated revenue 983,417 408,975 239,900 — 1,632,292 Affiliated revenue — — 262,129 (262,129) — Total segment revenue 983,417 408,975 502,029 (262,129) 1,632,292 Operating income (loss) (79,289) (71,276) (37,547) (64,583) (252,695) Goodwill impairment $ 4,148 $ 70,017 $ — $ — $ 74,165 Intangible assets impairment — — 42,611 — 42,611 Depreciation and amortization — 4,416 6,913 2,575 13,904 Three Months Ended September 30, 2021 Bright HealthCare - Commercial Medicare Advantage NeueHealth Corporate & Eliminations Consolidated Premium revenue $ 625,987 $ 368,599 $ 25,647 $ — $ 1,020,233 Direct contracting revenue — — — — — Service revenue (61) — 11,140 — 11,079 Investment income 1,058 29 46,258 — 47,345 Total unaffiliated revenue 626,984 368,628 83,045 — 1,078,657 Affiliated revenue — 139,759 (139,759) — Total segment revenue 626,984 368,628 222,804 (139,759) 1,078,657 Operating income (loss) (228,648) (30,989) 11,312 (47,956) (296,281) Depreciation and amortization $ 145 $ 3,781 $ 9,563 $ 716 $ 14,205 Nine Months Ended September 30, 2022 Bright HealthCare - Commercial Medicare Advantage NeueHealth Corporate & Eliminations Consolidated Premium revenue $ 3,084,958 $ 1,258,846 $ 236,986 $ — $ 4,580,790 Direct contracting revenue — — 465,435 — 465,435 Service revenue 108 — 37,282 — 37,390 Investment income 13,103 83 (52,306) — (39,120) Total unaffiliated revenue 3,098,169 1,258,929 687,397 — 5,044,495 Affiliated revenue — — 857,716 (857,716) — Total segment revenue 3,098,169 1,258,929 1,545,113 (857,716) 5,044,495 Operating income (loss) (260,483) (109,893) (105,981) (201,405) (677,762) Goodwill impairment $ 4,148 $ 70,017 $ — $ — $ 74,165 Intangible assets impairment 6,720 — 42,611 — 49,331 Depreciation and amortization 145 13,291 20,572 6,165 40,173 Nine Months Ended September 30, 2021 Bright HealthCare - Commercial Medicare Advantage NeueHealth Corporate & Eliminations Consolidated Premium revenue $ 1,930,896 $ 929,374 $ 62,680 $ — $ 2,922,950 Direct contracting revenue — — — — — Service revenue 29 — 31,573 — 31,602 Investment income 3,386 105 109,012 — 112,503 Total unaffiliated revenue 1,934,311 929,479 203,265 — 3,067,055 Affiliated revenue — — 182,392 (182,392) — Total segment revenue 1,934,311 929,479 385,657 (182,392) 3,067,055 Operating income (loss) (214,039) (105,351) 74,111 (132,880) (378,159) Depreciation and amortization $ 290 $ 9,903 $ 14,362 $ 1,426 $ 25,981 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTEREST (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table provides details of our redeemable noncontrolling interest activity for the three and nine months e nded September 30, 2022 and 2021 (in thousand s) : 2022 2021 Balance at January 1 $ 128,407 $ 39,600 (Losses) earnings attributable to noncontrolling interest (2,681) 288 Measurement adjustment 17,285 329 Balance at March 31 $ 143,011 $ 40,217 Earnings attributable to noncontrolling interest 3,625 640 Tax distributions to noncontrolling interest holders (1,894) — Measurement adjustment 19,712 155 Balance at June 30 $ 164,454 $ 41,012 Earnings attributable to noncontrolling interest 30,765 85,075 Tax distributions to noncontrolling interest holders (138) (4,577) Measurement adjustment 15,945 8,519 Balance at September 30 $ 211,026 $ 130,029 |
DIRECT CONTRACTING (Tables)
DIRECT CONTRACTING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Direct Contracting [Abstract] | |
Schedule Of Performance Guarantees | The tables below include the financial statement impacts of the performance guarantee at September 30, 2022 and for the three and nine-month period then ended ( in thousands ): September 30, 2022 Direct contracting performance year receivable (1)(2) $ 234,776 Direct contracting performance year obligation (2) 155,145 (1) We estimate there to be $98.6 million in in-network and out-of-network claims incurred by beneficiaries aligned to our DCE but not reported as of September 30, 2022; this is included in medical costs payable on the Condensed Consolidated Balance Sheets. (2) CMS updated benchmarks have resulted in the reduction of both our Direct Contracting performance year receivable and obligation by $7.5 million and $105.1 million for the three and nine months ended September 30, 2022, respectively. Three Months Ended Nine Months Ended Amortization of Direct contracting performance year receivable $ 153,868 $ 385,804 Amortization of Direct contracting performance year obligation 151,281 498,482 Direct contracting revenue 145,433 465,435 |
ORGANIZATION AND BASIS OF PRE_4
ORGANIZATION AND BASIS OF PRESENTATION - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 10, 2022 USD ($) | Jan. 01, 2022 direct_contracting_entity | Oct. 31, 2022 USD ($) | Apr. 30, 2022 state | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
Organization and Basis of Presentation [Line Items] | ||||||||
Number of reportable segments | segment | 3 | 3 | ||||||
Net loss | $ (259,361) | $ (296,722) | $ (691,320) | $ (364,990) | ||||
Number of direct contracting arrangements | direct_contracting_entity | 2 | |||||||
Number of states, exiting Commercial marketplace | state | 6 | |||||||
Subsequent Event | Series B Preferred Stock | ||||||||
Organization and Basis of Presentation [Line Items] | ||||||||
Proceeds from sale of stock | $ 175,000 | $ 175,000 |
ORGANIZATION AND BASIS OF PRE_5
ORGANIZATION AND BASIS OF PRESENTATION - Schedule of Operating Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Compensation and fringe benefits | $ 109,629 | $ 100,062 | $ 346,325 | $ 234,467 |
Professional fees | 73,497 | 61,483 | 215,627 | 143,248 |
Marketing and selling expenses | 77,721 | 69,443 | 249,458 | 183,636 |
Premium taxes and fees | 60,708 | 45,953 | 196,763 | 127,783 |
Premium deficiency reserve | (78,990) | 0 | (42,233) | 0 |
General and administrative expenses | 38,778 | 19,148 | 113,344 | 52,856 |
Other operating expenses | 16,102 | 13,701 | 43,680 | 37,100 |
Operating costs | $ 297,445 | $ 309,790 | $ 1,122,964 | $ 779,090 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | 18 Months Ended | ||||
Jul. 01, 2021 | Apr. 01, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | |
Centrum | ||||||
Business Acquisition [Line Items] | ||||||
Voting interest acquired | 75% | |||||
Payments to acquire businesses, gross | $ (222,400) | |||||
Equity interest issued | 75,000 | |||||
Total consideration | 296,200 | |||||
Cash acquired | 1,200 | |||||
Medical payables | 19 | |||||
Other current liabilities | $ 861 | |||||
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 | Reacquired contract | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 4 years 6 months | |||||
CHP | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses, gross | $ (276,000) | |||||
Equity interest issued | 79,800 | |||||
Cash acquired | $ 84,100 | |||||
Working capital adjustment | $ 13,900 | |||||
Purchase consideration | 285,599 | |||||
Pro forma revenue | $ 3,200,000 | |||||
Pro forma net loss | $ (358,900) | |||||
Medical payables | 75,643 | |||||
Other current liabilities | 7,984 | |||||
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 businesses, gross | $ (27,500) | |||||
Cash acquired | 24,100 | |||||
Working capital adjustment | 8,100 | |||||
Purchase consideration | (4,658) | $ 4,700 | ||||
Medical costs | 700 | |||||
Medical payables | 12,617 | |||||
Increase in other current liabilities | $ 8,700 | |||||
Other current liabilities | 11,406 | |||||
THNM | Previously Reported | ||||||
Business Acquisition [Line Items] | ||||||
Medical payables | 13,300 | |||||
Other current liabilities | $ 2,700 | |||||
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 businesses, gross | $ (73,000) | |||||
Equity interest issued | 55,100 | |||||
Total consideration | 69,800 | |||||
Cash acquired | 3,200 | |||||
Purchase consideration | 69,797 | |||||
Tangible net equity adjustment | 500 | |||||
Medical payables | 0 | |||||
Other current liabilities | $ 665 | |||||
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 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | Mar. 31, 2021 |
Business Acquisition, Date of Acquisition [Abstract] | |||||
Goodwill | $ 761,285 | $ 835,140 | |||
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 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, net of cash acquired | $ 296,226 | ||||
CHP | |||||
Business Acquisition, Date of Acquisition [Abstract] | |||||
Accounts receivable | 17,240 | ||||
Short-term investments | 19,041 | ||||
Prepaids and other current assets | 25,530 | ||||
Property and equipment | 370 | ||||
Intangible assets | 102,000 | ||||
Other assets | 1,249 | ||||
Total assets | 165,430 | ||||
Medical payables | 75,643 | ||||
Accounts payable | 2,371 | ||||
Other current liabilities | 7,984 | ||||
Other liabilities | 26,275 | ||||
Total liabilities | 112,273 | ||||
Net identified assets acquired | 53,157 | ||||
Goodwill | 232,442 | ||||
Total purchase consideration, net of cash acquired | $ 285,599 | ||||
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 | 36,024 | ||||
Medical payables | 12,617 | ||||
Accounts payable | 14,663 | ||||
Unearned revenue | 3,645 | ||||
Other current liabilities | 11,406 | ||||
Other liabilities | 2,499 | ||||
Total liabilities | 44,830 | ||||
Net identified assets acquired | (8,806) | ||||
Goodwill | 4,148 | ||||
Total purchase consideration, net of cash acquired | $ 4,700 | (4,658) | |||
THNM | Previously Reported | |||||
Business Acquisition, Date of Acquisition [Abstract] | |||||
Medical payables | 13,300 | ||||
Other current liabilities | 2,700 | ||||
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 payables | 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, net of cash acquired | $ 69,797 |
BUSINESS COMBINATIONS - Sched_2
BUSINESS COMBINATIONS - Schedule of Pro Forma Revenue and Net Loss (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
CHP | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Pro forma revenue | $ 3,200 |
Pro forma net loss | (358.9) |
THNM And Zipnosis | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Pro forma revenue | 3,100 |
Pro forma net loss | $ (372.3) |
INVESTMENTS - Schedule of Inves
INVESTMENTS - Schedule of Investment Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, Amortized Cost | $ 379,081 | $ 192,623 |
Cash equivalents, Gross Unrealized Gains | 18 | 0 |
Cash equivalents, Gross Unrealized Losses | 0 | 0 |
Cash equivalents, Carrying Value | 379,099 | 192,623 |
Amortized Cost | 1,209,164 | 742,222 |
Gross Unrealized Gains | 14 | 694 |
Gross Unrealized Losses | (81,358) | (3,439) |
Carrying Value | 1,127,820 | 739,477 |
Debt Securities, Held-to-maturity, Securities [Line Items] | ||
Amortized Cost | 8,454 | 9,186 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Amortized Cost, Total investments | 1,596,699 | 944,031 |
Gross Unrealized Gains, Total investments | 32 | 694 |
Gross Unrealized Losses, Total investments | (81,358) | (3,439) |
Carrying Value, Total investments | 1,515,373 | 941,286 |
U.S. government and agency obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 402,690 | 311,936 |
Gross Unrealized Gains | 9 | 259 |
Gross Unrealized Losses | (11,027) | (2,200) |
Carrying Value | 391,672 | 309,995 |
Debt Securities, Held-to-maturity, Securities [Line Items] | ||
Amortized Cost | 7,007 | 7,739 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Corporate obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 540,226 | 313,965 |
Gross Unrealized Gains | 4 | 326 |
Gross Unrealized Losses | (47,716) | (1,104) |
Carrying Value | 492,514 | 313,187 |
State and municipal obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 11,575 | 16,122 |
Gross Unrealized Gains | 0 | 33 |
Gross Unrealized Losses | (283) | (38) |
Carrying Value | 11,292 | 16,117 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 13,367 | 18,752 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 13,367 | 18,752 |
Debt Securities, Held-to-maturity, Securities [Line Items] | ||
Amortized Cost | 1,447 | 1,447 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 171,915 | 38,558 |
Gross Unrealized Gains | 0 | 63 |
Gross Unrealized Losses | (18,144) | (67) |
Carrying Value | 153,771 | 38,554 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 69,001 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (4,171) | |
Carrying Value | 64,831 | |
Other | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 390 | 42,889 |
Gross Unrealized Gains | 0 | 13 |
Gross Unrealized Losses | (17) | (30) |
Carrying Value | $ 373 | $ 42,872 |
INVESTMENTS - Schedule of Inv_2
INVESTMENTS - Schedule of Investments in Continuous Loss Position (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | $ 957,262 | $ 593,165 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (73,575) | (3,439) |
Available-for-sale securities, 12 months or greater, Fair Value | 141,917 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (7,783) | 0 |
Available-for-sale securities, Fair Value | 1,099,179 | 593,165 |
Available-for-sale securities, Unrealized Losses | (81,358) | (3,439) |
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 | 257,637 | 286,823 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (4,296) | (2,200) |
Available-for-sale securities, 12 months or greater, Fair Value | 123,821 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (6,731) | 0 |
Available-for-sale securities, Fair Value | 381,458 | 286,823 |
Available-for-sale securities, Unrealized Losses | (11,027) | (2,200) |
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 | 472,630 | 234,070 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (46,707) | (1,104) |
Available-for-sale securities, 12 months or greater, Fair Value | 16,898 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (1,009) | 0 |
Available-for-sale securities, Fair Value | 489,528 | 234,070 |
Available-for-sale securities, Unrealized Losses | (47,716) | (1,104) |
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 | 10,468 | 10,442 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (257) | (38) |
Available-for-sale securities, 12 months or greater, Fair Value | 824 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (26) | 0 |
Available-for-sale securities, Fair Value | 11,292 | 10,442 |
Available-for-sale securities, Unrealized Losses | (283) | (38) |
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 | 153,771 | 32,715 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (18,144) | (67) |
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 | 153,771 | 32,715 |
Available-for-sale securities, Unrealized Losses | (18,144) | (67) |
Asset-backed securities | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 62,756 | |
Available-for-sale securities, less than 12 months, Unrealized Losses | (4,171) | |
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 | 62,756 | |
Available-for-sale securities, Unrealized Losses | (4,171) | |
Other | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 0 | 29,115 |
Available-for-sale securities, less than 12 months, Unrealized Losses | 0 | (30) |
Available-for-sale securities, 12 months or greater, Fair Value | 374 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (17) | 0 |
Available-for-sale securities, Fair Value | 374 | 29,115 |
Available-for-sale securities, Unrealized Losses | $ (17) | $ (30) |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) investment | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) investment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) investment | |
Debt Securities, Available-for-sale [Line Items] | |||||
Number of investment positions in a loss position | investment | 2,295 | 2,295 | |||
Number of investments (available-for-sale) | investment | 2,403 | 2,403 | |||
Number of securities in unrealized loss position | investment | 1,343 | ||||
Number of investments | investment | 1,836 | ||||
Investment income (loss) | $ 11,731 | $ 47,345 | $ (39,120) | $ 112,503 | |
Proceeds from sale of available-for-sale securities | 723,400 | 264,100 | 723,400 | 264,100 | |
Realized gains on fixed maturity securities | (4,100) | 400 | |||
Equity security market value | 29,300 | 29,300 | $ 120,400 | ||
Unrealized loss on equity securities | (12,200) | (69,300) | |||
Unrealized gain on equity securities | 46,300 | 109,000 | |||
Realized gain on equity securities | 17,000 | 0 | 17,000 | 0 | |
Debt Securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Investment income (loss) | 6,900 | 1,100 | 13,200 | 3,500 | |
Equity Securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Investment income (loss) | $ 4,800 | $ 46,300 | $ (52,300) | $ 109,000 |
INVESTMENTS - Schedule Of Avail
INVESTMENTS - Schedule Of Available-for-sale Securities Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale, Amortized Cost, Fiscal Year Maturity [Abstract] | ||
Due in one year or less | $ 278,680 | |
Due after one year through five years | 551,078 | |
Due after five years through 10 years | 373,324 | |
Due after 10 years | 6,082 | |
Amortized Cost | 1,209,164 | $ 742,222 |
Debt Securities, Available-for-sale, Fair Value, Fiscal Year Maturity [Abstract] | ||
Due in one year or less | 275,803 | |
Due after one year through five years | 514,924 | |
Due after five years through 10 years | 331,655 | |
Due after 10 years | 5,438 | |
Carrying Value | $ 1,127,820 | $ 739,477 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value Measurement for Assets on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 23,928 | $ 310 |
Carrying Value | 1,127,820 | 739,477 |
U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 391,672 | 309,995 |
Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 492,514 | 313,187 |
State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 11,292 | 16,117 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 13,367 | 18,752 |
Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 153,771 | 38,554 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 64,831 | |
Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 373 | 42,872 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 23,928 | 310 |
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 | 355,171 | 192,313 |
Carrying Value | 1,127,820 | 739,477 |
Equity securities | 29,295 | 120,364 |
Total assets at fair value | 1,512,286 | 1,052,154 |
Contingent consideration | 1,495 | 1,495 |
Fair Value, Recurring | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 391,672 | 309,995 |
Fair Value, Recurring | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 492,514 | 313,187 |
Fair Value, Recurring | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 11,292 | 16,117 |
Fair Value, Recurring | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 13,367 | 18,752 |
Fair Value, Recurring | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 153,771 | 38,554 |
Fair Value, Recurring | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 64,831 | |
Fair Value, Recurring | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 373 | 42,872 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 327,948 | 192,063 |
Carrying Value | 333,349 | 225,528 |
Equity securities | 29,295 | 120,364 |
Total assets at fair value | 690,592 | 537,955 |
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] | ||
Carrying Value | 333,349 | 220,801 |
Fair Value, Recurring | Level 1 | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 2,323 |
Fair Value, Recurring | Level 1 | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 1 | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 2,404 |
Fair Value, Recurring | Level 1 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | |
Fair Value, Recurring | Level 1 | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 27,223 | 250 |
Carrying Value | 794,471 | 513,949 |
Equity securities | 0 | 0 |
Total assets at fair value | 821,694 | 514,199 |
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] | ||
Carrying Value | 58,323 | 89,194 |
Fair Value, Recurring | Level 2 | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 492,514 | 310,864 |
Fair Value, Recurring | Level 2 | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 11,292 | 16,117 |
Fair Value, Recurring | Level 2 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 13,367 | 18,752 |
Fair Value, Recurring | Level 2 | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 153,771 | 36,150 |
Fair Value, Recurring | Level 2 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 64,831 | |
Fair Value, Recurring | Level 2 | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 373 | 42,872 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Carrying Value | 0 | 0 |
Equity securities | 0 | 0 |
Total assets at fair value | 0 | 0 |
Contingent consideration | 1,495 | 1,495 |
Fair Value, Recurring | Level 3 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 3 | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 3 | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 3 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 3 | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 0 |
Fair Value, Recurring | Level 3 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | ||
Fair Value, Recurring | Level 3 | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Fair Value Measurement of Financial Instruments Not Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 23,928 | $ 310 |
Total held to maturity | 32,382 | 9,489 |
U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held to maturity | 7,007 | 7,732 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held to maturity | 1,447 | 1,447 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 23,928 | 310 |
Total held to maturity | 30,935 | 8,042 |
Level 1 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held to maturity | 7,007 | 7,732 |
Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
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 | 1,447 |
Level 2 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held to maturity | 0 | 0 |
Level 2 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held to maturity | 1,447 | 1,447 |
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] | ||
Held to maturity | 0 | 0 |
Level 3 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,495 | $ 5,716 |
Change in fair value of contingent consideration | 0 | (4,221) |
Ending balance | $ 1,495 | $ 1,495 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Roll Forward] | ||||
Impairment of goodwill | $ 74,165 | $ 0 | $ 74,165 | $ 0 |
Bright HealthCare - Commercial | ||||
Goodwill [Roll Forward] | ||||
Gross carrying amount, beginning balance | 4,148 | |||
Gross carrying amount, ending balance | 4,148 | 4,148 | ||
Cumulative impairment, beginning balance | 0 | |||
Impairment of goodwill | 4,148 | |||
Cumulative impairment, ending balance | 4,148 | 4,148 | ||
Medicare Advantage | ||||
Goodwill [Roll Forward] | ||||
Gross carrying amount, beginning balance | 428,710 | |||
Gross carrying amount, ending balance | 428,710 | 428,710 | ||
Cumulative impairment, beginning balance | 0 | |||
Impairment of goodwill | 70,017 | |||
Cumulative impairment, ending balance | 70,017 | 70,017 | ||
NeueHealth | ||||
Goodwill [Roll Forward] | ||||
Gross carrying amount, beginning balance | 402,282 | |||
Gross carrying amount, acquisitions | 310 | |||
Gross carrying amount, ending balance | 402,592 | 402,592 | ||
Cumulative impairment, beginning balance | 0 | |||
Impairment of goodwill | 0 | |||
Cumulative impairment, ending balance | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||||
Goodwill impairment | $ 74,165,000 | $ 0 | $ 74,165,000 | $ 0 | |
Goodwill | 761,285,000 | 761,285,000 | $ 835,140,000 | ||
Impairment of intangible assets | 42,600,000 | 0 | 49,331,000 | 0 | |
Amortization of intangible assets | 10,400,000 | $ 13,300,000 | 31,300,000 | $ 23,200,000 | |
Bright HealthCare - Commercial | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | 4,148,000 | ||||
Medicare Advantage | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | 70,017,000 | ||||
Goodwill | $ 358,700,000 | $ 358,700,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 314,062 | $ 380,362 |
Accumulated Amortization | 50,797 | 36,502 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 206,321 | 209,421 |
Accumulated Amortization | 36,777 | 21,728 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 96,041 | 99,241 |
Accumulated Amortization | 11,458 | 6,738 |
Reacquired contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 0 | 59,000 |
Accumulated Amortization | 0 | 6,556 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,300 | 6,300 |
Accumulated Amortization | 1,350 | 675 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,400 | 6,400 |
Accumulated Amortization | $ 1,212 | $ 805 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Asset Amortization Expense (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (October - December) | $ 7,095 |
2023 | 28,360 |
2024 | 28,221 |
2025 | 28,221 |
2026 | 28,104 |
2027 | $ 28,065 |
MEDICAL COSTS PAYABLE - Change
MEDICAL COSTS PAYABLE - Change in Medical Costs Payable (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Medical costs payable - January 1 | $ 817,975 | $ 249,777 |
Incurred related to: | ||
Current year | 4,443,878 | 2,647,719 |
Prior year | (36,322) | 1,726 |
Total incurred | 4,407,556 | 2,649,445 |
Paid related to: | ||
Current year | 3,538,386 | 2,074,602 |
Prior year | 712,019 | 232,312 |
Total paid | 4,250,405 | 2,306,914 |
Acquired claims liabilities | 0 | 92,737 |
Medical costs payable - September 30 | $ 975,126 | $ 685,045 |
MEDICAL COSTS PAYABLE - Narrati
MEDICAL COSTS PAYABLE - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Insurance [Abstract] | ||
Medical costs payable, increase (decrease) to prior years | $ (36.3) | $ 1.7 |
MEDICAL COSTS PAYABLE - Compone
MEDICAL COSTS PAYABLE - Components of Medical Costs Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Insurance [Abstract] | ||||
Claims unpaid | $ 72,917 | $ 42,488 | ||
Provider incentive payable | 46,024 | 69,274 | ||
Claims adjustment expense liability | 19,528 | 12,413 | ||
Incurred but not reported | 836,657 | 560,870 | ||
Total medical costs payable | $ 975,126 | $ 817,975 | $ 685,045 | $ 249,777 |
SHORT-TERM BORROWINGS (Details)
SHORT-TERM BORROWINGS (Details) | 9 Months Ended | ||||
Sep. 30, 2022 USD ($) | Mar. 01, 2021 | Sep. 30, 2022 USD ($) | Nov. 08, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Line of Credit Facility [Line Items] | |||||
Repayments of lines of credit | $ 155,000,000 | ||||
Short-term borrowings | $ 303,947,000 | 303,947,000 | $ 155,000,000 | ||
Effective annual interest rate | 8.41% | ||||
Revolving Credit Facility | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Revolving credit facility | $ 350,000,000 | 350,000,000 | |||
Debt to capitalization ratio | 0.25 | ||||
Minimum liquidity requirement | $ 150,000,000 | $ 150,000,000 | |||
Revolving Credit Facility | Line of Credit | Later Than Two Months And Not Later Than One Year | Subsequent Event | |||||
Line of Credit Facility [Line Items] | |||||
Minimum liquidity requirement | $ 200,000,000 | ||||
Revolving Credit Facility | Line of Credit | Later Than One Year | Subsequent Event | |||||
Line of Credit Facility [Line Items] | |||||
Minimum liquidity requirement | $ 150,000,000 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2022 USD ($) vesting_tranche $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance (in shares) | shares | 73,400 | |||
Number of shares available for grant (in shares) | shares | 16,700 | |||
Share-based compensation expense | $ 77.3 | $ 43.2 | ||
Weighted-average grant date fair value of stock options granted (in dollars per share) | $ / shares | $ 0.96 | |||
Unrecognized compensation expense | $ 91.5 | |||
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 39.8 | |||
Vesting period | 3 years | |||
Option grants expiration | 10 years | |||
Unrecognized compensation expense, weighted average recognition period | 2 years 4 months 24 days | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 16.8 | |||
Vesting period | 3 years | |||
Unrecognized compensation expense, weighted average recognition period | 2 years 3 months 18 days | |||
Unrecognized compensation expense, other than options | $ 60.5 | |||
Outstanding (in shares) | shares | 37,325 | 15,651 | ||
Restricted stock units | Board of Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
PSU's | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 20.7 | |||
Unrecognized compensation expense, weighted average recognition period | 1 year 8 months 12 days | |||
Unrecognized compensation expense, other than options | $ 57 | |||
Outstanding (in shares) | shares | 11,550 | 14,700 | ||
PSU's | Leadership Team | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding (in shares) | shares | 14,700 | |||
Number of vesting tranches (in vesting tranches) | vesting_tranche | 4 | |||
Service period | 3 years | |||
Tranche one | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting | 25% | |||
Vesting period | 1 year | |||
Tranche two | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 36 months |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Stock Option Valuation Assumptions (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rate | 1.90% |
Expected volatility | 54.30% |
Expected dividend rate | 0% |
Expected life in years | 6 years |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Shares | ||
Beginning balance (in shares) | 69,244 | |
Granted (in shares) | 8,479 | |
Exercised (in shares) | (1,231) | |
Forfeited (in shares) | (9,087) | |
Expired (in shares) | (1,607) | |
Ending balance (in shares) | 65,798 | 69,244 |
Weighted-Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.84 | |
Granted (in dollars per share) | 1.83 | |
Exercised (in dollars per share) | 1.07 | |
Forfeited (in dollars per share) | 2.05 | |
Expired (in dollars per share) | 1.99 | |
Ending balance (in dollars per share) | $ 1.82 | $ 1.84 |
Weighted-Average Remaining Contractual Life (In Years) | 7 years 2 months 12 days | 8 years 2 months 12 days |
Aggregate Intrinsic Value | ||
Beginning balance | $ 113,908 | |
Ending balance | $ 1,318 | $ 113,908 |
SHARE-BASED COMPENSATION - Sc_3
SHARE-BASED COMPENSATION - Schedule of RSU and PSU Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Restricted stock units | |
Number of Awards | |
Beginning balance (in shares) | shares | 15,651 |
Granted (in shares) | shares | 28,948 |
Vested (in shares) | shares | (140) |
Forfeited (in shares) | shares | (7,134) |
Ending balance (in shares) | shares | 37,325 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 3.98 |
Granted (in dollars per share) | $ / shares | 1.77 |
Vested (in dollars per share) | $ / shares | 8.76 |
Forfeited (in dollars per share) | $ / shares | 2.99 |
Ending balance (in dollars per share) | $ / shares | $ 2.44 |
PSU's | |
Number of Awards | |
Beginning balance (in shares) | shares | 14,700 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | (3,150) |
Ending balance (in shares) | shares | 11,550 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 9.30 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 9.30 |
Ending balance (in dollars per share) | $ / shares | $ 9.30 |
REDEEMABLE CONVERTIBLE PREFER_2
REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Dec. 06, 2021 USD ($) tradingDay $ / shares shares | Mar. 31, 2022 USD ($) shares | Jun. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares | |
Temporary Equity Disclosure [Abstract] | ||||||
Issuance of preferred stock (in shares) | shares | 750,000 | 750,000 | 2,067,000 | 1,420,000 | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Issuance of preferred stock | $ | $ 750,000 | $ 747,481 | $ 79,807 | $ 55,137 | ||
Redemption price (in dollars per share) | $ 1,000 | |||||
Temporary Equity, Liquidation Preference Per Share | $ 1,000 | |||||
Dividend rate | 5% | |||||
Accretion to redemption value | $ | $ 28,100 | |||||
Conversion price (in dollars per share) | $ 4.55 | |||||
Volume weighted average price of common stock (in dollars per share) | $ 7.96 | |||||
Number of threshold trading days | tradingDay | 20 | |||||
Number of consecutive trading days | tradingDay | 30 | |||||
Multiplier for accrued and unpaid dividends, before seventh anniversary | 105% | |||||
Multiplier for accrued and unpaid dividends, after seventh anniversary | 100% | |||||
Liquidation preference | 105% | |||||
Fair value of preferred stock | $ | $ 2,500 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Net Loss Per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to Bright Health Group, Inc. common shareholders, basic | $ (315,755) | $ (300,664) | $ (804,054) | $ (370,344) |
Net loss attributable to Bright Health Group, Inc. common shareholders, diluted | $ (315,755) | $ (300,664) | $ (804,054) | $ (370,344) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares) | 629,718 | 630,378 | 629,231 | 312,294 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares) | 629,718 | 630,378 | 629,231 | 312,294 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.50) | $ (0.48) | $ (1.28) | $ (1.19) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.50) | $ (0.48) | $ (1.28) | $ (1.19) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded From Net Loss Per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 274,184 | 70,279 |
Redeemable convertible preferred stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 171,061 | 0 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 65,798 | 70,279 |
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) | 37,325 | 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Letters of credit outstanding | $ 46.1 |
SEGMENTS AND GEOGRAPHIC INFOR_3
SEGMENTS AND GEOGRAPHIC INFORMATION - Narrative (Details) individual in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 state primary_care_clinic individual segment | Sep. 30, 2021 | Sep. 30, 2022 state primary_care_clinic individual segment | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Number of operating segments | segment | 3 | |||
Number of reportable segments | segment | 3 | 3 | ||
Bright HealthCare - Commercial | ||||
Segment Reporting Information [Line Items] | ||||
Number of individuals served | 1,000 | 1,000 | ||
Number of states in which entity operates | state | 16 | 16 | ||
Medicare Advantage | ||||
Segment Reporting Information [Line Items] | ||||
Number of individuals served | 125 | 125 | ||
Number of states in which entity operates | state | 6 | 6 | ||
NeueHealth | ||||
Segment Reporting Information [Line Items] | ||||
Number of individuals served | 571 | 571 | ||
Number of primary care clinics | primary_care_clinic | 75 | 75 | ||
Number of patients served through value-based arrangements | 520 | 520 | ||
Revenue Benchmark | Customer Concentration Risk | CMS | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk | 34% | 34% | 34% | 30% |
SEGMENTS AND GEOGRAPHIC INFOR_4
SEGMENTS AND GEOGRAPHIC INFORMATION - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Premium revenue | $ 1,463,011 | $ 1,020,233 | $ 4,580,790 | $ 2,922,950 |
Direct contracting revenue | 145,433 | 0 | 465,435 | 0 |
Service revenue | 12,117 | 11,079 | 37,390 | 31,602 |
Investment income (loss) | 11,731 | 47,345 | (39,120) | 112,503 |
Total revenue | 1,632,292 | 1,078,657 | 5,044,495 | 3,067,055 |
Operating income (loss) | (252,695) | (296,281) | (677,762) | (378,159) |
Impairment of goodwill | 74,165 | 0 | 74,165 | 0 |
Intangible assets impairment | 42,611 | 0 | 49,331 | 0 |
Depreciation and amortization | 13,904 | 14,205 | 40,173 | 25,981 |
Bright HealthCare - Commercial | ||||
Segment Reporting Information [Line Items] | ||||
Premium revenue | 976,530 | 625,987 | 3,084,958 | 1,930,896 |
Direct contracting revenue | 0 | 0 | 0 | 0 |
Service revenue | 38 | (61) | 108 | 29 |
Investment income (loss) | 6,849 | 1,058 | 13,103 | 3,386 |
Total revenue | 983,417 | 626,984 | 3,098,169 | 1,934,311 |
Impairment of goodwill | 4,148 | |||
Medicare Advantage | ||||
Segment Reporting Information [Line Items] | ||||
Premium revenue | 408,939 | 368,599 | 1,258,846 | 929,374 |
Direct contracting revenue | 0 | 0 | 0 | 0 |
Service revenue | 0 | 0 | 0 | 0 |
Investment income (loss) | 36 | 29 | 83 | 105 |
Total revenue | 408,975 | 368,628 | 1,258,929 | 929,479 |
Impairment of goodwill | 70,017 | |||
NeueHealth | ||||
Segment Reporting Information [Line Items] | ||||
Premium revenue | 77,542 | 25,647 | 236,986 | 62,680 |
Direct contracting revenue | 145,433 | 0 | 465,435 | 0 |
Service revenue | 12,079 | 11,140 | 37,282 | 31,573 |
Investment income (loss) | 4,846 | 46,258 | (52,306) | 109,012 |
Total revenue | 239,900 | 83,045 | 687,397 | 203,265 |
Impairment of goodwill | 0 | |||
Operating Segments | Bright HealthCare - Commercial | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 983,417 | 626,984 | 3,098,169 | 1,934,311 |
Operating income (loss) | (79,289) | (228,648) | (260,483) | (214,039) |
Impairment of goodwill | 4,148 | 4,148 | ||
Intangible assets impairment | 0 | 6,720 | ||
Depreciation and amortization | 0 | 145 | 145 | 290 |
Operating Segments | Medicare Advantage | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 408,975 | 368,628 | 1,258,929 | 929,479 |
Operating income (loss) | (71,276) | (30,989) | (109,893) | (105,351) |
Impairment of goodwill | 70,017 | 70,017 | ||
Intangible assets impairment | 0 | 0 | ||
Depreciation and amortization | 4,416 | 3,781 | 13,291 | 9,903 |
Operating Segments | NeueHealth | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 502,029 | 222,804 | 1,545,113 | 385,657 |
Operating income (loss) | (37,547) | 11,312 | (105,981) | 74,111 |
Impairment of goodwill | 0 | 0 | ||
Intangible assets impairment | 42,611 | 42,611 | ||
Depreciation and amortization | 6,913 | 9,563 | 20,572 | 14,362 |
Corporate & Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | (262,129) | (139,759) | (857,716) | (182,392) |
Operating income (loss) | (64,583) | (47,956) | (201,405) | (132,880) |
Impairment of goodwill | 0 | 0 | ||
Intangible assets impairment | 0 | 0 | ||
Depreciation and amortization | 2,575 | 716 | 6,165 | 1,426 |
Corporate & Eliminations | NeueHealth | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ (262,129) | $ (139,759) | $ (857,716) | $ (182,392) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ 1,763 | $ 73 | $ 7,907 | $ (18,225) |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTEREST - Schedule of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||
Beginning balance | $ 164,454 | $ 143,011 | $ 128,407 | $ 41,012 | $ 40,217 | $ 39,600 |
(Losses) earnings attributable to noncontrolling interest | 30,765 | 3,625 | (2,681) | 85,075 | 640 | 288 |
Tax distribution to noncontrolling interest holders | (138) | (1,894) | (4,577) | 0 | ||
Measurement adjustment | 15,945 | 19,712 | 17,285 | 8,519 | 155 | 329 |
Ending balance | $ 211,026 | $ 164,454 | $ 143,011 | $ 130,029 | $ 41,012 | $ 40,217 |
DIRECT CONTRACTING - Narrative
DIRECT CONTRACTING - Narrative (Details) - direct_contracting_entity | 9 Months Ended | |
Jan. 01, 2022 | Sep. 30, 2022 | |
Direct Contracting [Abstract] | ||
Number of direct contracting arrangements | 2 | |
Threshold of performance year benchmark | 25% |
DIRECT CONTRACTING (Details)
DIRECT CONTRACTING (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | May 31, 2022 | Dec. 31, 2021 | |
Direct Contracting [Abstract] | ||||||
Direct contracting performance year receivable | $ 234,776 | $ 234,776 | $ 0 | |||
Direct contracting performance year obligation | 155,145 | 155,145 | $ 0 | |||
Out-of-network claims incurred | 98,600 | 98,600 | ||||
Performance year receivables and obligations | $ (7,500) | |||||
Direct contracting, CMS performance, obligation | (105,100) | (105,100) | ||||
Amortization of Direct contracting performance year receivable | 153,868 | 385,804 | ||||
Amortization of Direct contracting performance year obligation | 151,281 | 498,482 | ||||
Direct contracting revenue | $ 145,433 | $ 0 | $ 465,435 | $ 0 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Oct. 10, 2022 | Oct. 31, 2022 | Nov. 08, 2022 | Sep. 30, 2022 | |
Revolving Credit Facility | Line of Credit | ||||
Subsequent Event [Line Items] | ||||
Minimum liquidity requirement | $ 150 | |||
Subsequent Event | Minimum | ||||
Subsequent Event [Line Items] | ||||
Period to implement new restructuring plan | 6 months | |||
Subsequent Event | Maximum | ||||
Subsequent Event [Line Items] | ||||
Period to implement new restructuring plan | 12 months | |||
Subsequent Event | Later Than Two Months And Not Later Than One Year | Revolving Credit Facility | Line of Credit | ||||
Subsequent Event [Line Items] | ||||
Minimum liquidity requirement | $ 200 | |||
Subsequent Event | Later Than One Year | Revolving Credit Facility | Line of Credit | ||||
Subsequent Event [Line Items] | ||||
Minimum liquidity requirement | $ 150 | |||
Subsequent Event | Series B Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued (in shares) | 175,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Proceeds from sale of stock | $ 175 | $ 175 | ||
Price per share of stock (in dollars per share) | $ 1,000 |