Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 06, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 549,215,469 | ||
Entity Common Stock, Shares Outstanding | 630,331,300 | ||
Documents Incorporated by Reference | None | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001671284 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Minneapolis, Minnesota |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 466,325 | $ 289,283 |
Short-term investments | 13,206 | 144,477 |
Accounts receivable, net of allowance of $6,098 and $3,417, respectively | 73,605 | 98,882 |
Direct contracting performance year receivable | 99,181 | 0 |
Current assets of discontinued operations (Note 4) | 2,783,474 | 1,027,345 |
Prepaids and other current assets | 134,843 | 100,213 |
Total current assets | 3,570,634 | 1,660,200 |
Other assets: | ||
Long-term investments | 5,401 | 18,608 |
Property, equipment and capitalized software, net | 42,596 | 38,344 |
Goodwill | 760,078 | 830,992 |
Intangible assets, net | 249,083 | 336,995 |
Long-term assets of discontinued operations (Note 4) | 0 | 668,695 |
Other non-current assets | 37,260 | 44,505 |
Total other assets | 1,094,418 | 1,938,139 |
Total assets | 4,665,052 | 3,598,339 |
Current liabilities: | ||
Medical costs payable | 411,753 | 263,187 |
Accounts payable | 67,854 | 57,888 |
Unearned revenue | 242 | 2,585 |
Short-term borrowings | 303,947 | 155,000 |
Current liabilities of discontinued operations (Note 4) | 2,783,474 | 1,696,040 |
Other current liabilities | 121,424 | 108,849 |
Total current liabilities | 3,688,694 | 2,283,549 |
Other liabilities | 36,673 | 41,263 |
Total liabilities | 3,725,367 | 2,324,812 |
Commitments and contingencies (Note 17) | ||
Redeemable noncontrolling interests | 219,758 | 128,407 |
Redeemable Series A preferred stock, $0.0001 par value; 750,000 and — shares authorized in 2022 and 2021, respectively; 750,000 and — shares issued and outstanding in 2022 and 2021, respectively | 920,417 | 0 |
Shareholders’ equity (deficit): | ||
Common stock, $0.0001 par value; 3,000,000,000 shares authorized in 2022 and 2021; 630,271,508 and 628,622,872 shares issued and outstanding in 2022 and 2021, respectively | 63 | 63 |
Additional paid-in capital | 2,972,271 | 2,861,243 |
Accumulated deficit | (3,156,395) | (1,700,851) |
Accumulated other comprehensive (loss) income | (4,429) | (3,335) |
Treasury stock, at cost, 2,522,148 shares at December 31, 2022 and 2021 | (12,000) | (12,000) |
Total shareholders’ equity (deficit) | (200,490) | 1,145,120 |
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit) | 4,665,052 | 3,598,339 |
Redeemable Series A preferred stock | ||
Current liabilities: | ||
Redeemable Series A preferred stock, $0.0001 par value; 750,000 and — shares authorized in 2022 and 2021, respectively; 750,000 and — shares issued and outstanding in 2022 and 2021, respectively | 747,481 | 0 |
Redeemable Series B preferred stock | ||
Current liabilities: | ||
Redeemable Series A preferred stock, $0.0001 par value; 750,000 and — shares authorized in 2022 and 2021, respectively; 750,000 and — shares issued and outstanding in 2022 and 2021, respectively | $ 172,936 | $ 0 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for credit loss | $ 6,098 | $ 3,417 |
Redeemable preferred stock, shares outstanding (in shares) | 925,000 | 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) | 630,271,508 | 628,622,872 |
Common stock, shares outstanding (in shares) | 630,271,508 | 628,622,872 |
Treasury stock, common, shares (in shares) | 2,522,148 | 2,522,148 |
Series A Preferred Stock | ||
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares authorized (in shares) | 750,000 | 0 |
Redeemable preferred stock, shares issued (in shares) | 750,000 | 0 |
Redeemable preferred stock, shares outstanding (in shares) | 750,000 | 0 |
Series B Preferred Stock | ||
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares authorized (in shares) | 175,000 | 175,000 |
Redeemable preferred stock, shares issued (in shares) | 175,000 | 0 |
Redeemable preferred stock, shares outstanding (in shares) | 175,000 | 0 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Premium revenue | $ 1,764,949,000 | $ 1,390,330,000 | $ 487,905,000 |
Direct Contracting revenue | 654,087,000 | 0 | 0 |
Service revenue | $ 48,013,000 | $ 42,469,000 | $ 18,514,000 |
Revenue, Product and Service [Extensible Enumeration] | Service [Member] | Service [Member] | Service [Member] |
Investment income (loss) | $ (55,019,000) | $ 80,234,000 | $ 8,468,000 |
Total revenue | 2,412,030,000 | 1,513,033,000 | 514,887,000 |
Operating expenses: | |||
Medical costs | 2,206,243,000 | 1,294,158,000 | 451,918,000 |
Operating costs | 632,030,000 | 527,453,000 | 225,063,000 |
Restructuring charges | 31,739,000 | 0 | 0 |
Goodwill impairment | 71,225,000 | 0 | 0 |
Intangible assets impairment | 42,611,000 | 0 | 0 |
Depreciation and amortization | 50,430,000 | 35,049,000 | 8,289,000 |
Total operating expenses | 3,034,278,000 | 1,856,660,000 | 685,270,000 |
Operating loss | (622,248,000) | (343,627,000) | (170,383,000) |
Interest expense | 12,821,000 | 7,230,000 | 0 |
Other income | (784,000) | (1,226,000) | 0 |
Loss from continuing operations before income taxes | (634,285,000) | (349,631,000) | (170,383,000) |
Income tax expense (benefit) | 3,680,000 | (26,521,000) | (9,161,000) |
Net loss from continuing operations | (637,965,000) | (323,110,000) | (161,222,000) |
Loss from discontinued operations, net of tax (Note 4) | (721,915,000) | (855,255,000) | (87,220,000) |
Net loss | (1,359,880,000) | (1,178,365,000) | (248,442,000) |
Net earnings from continuing operations attributable to noncontrolling interests | (95,664,000) | (6,497,000) | 0 |
Net loss attributable to Bright Health Group, Inc. common shareholders | $ (1,495,231,000) | $ (1,184,862,000) | $ (248,442,000) |
Continuing operations, basic (in dollars per share) | $ (1.23) | $ (0.84) | $ (1.18) |
Continuing operations, diluted (in dollars per share) | (1.23) | (0.84) | (1.18) |
Discontinued operations, basic (in dollars per share) | (1.15) | (2.18) | (0.64) |
Discontinued operations, diluted (in dollars per share) | (1.15) | (2.18) | (0.64) |
Basic loss per share (in dollars per share) | (2.38) | (3.02) | (1.82) |
Diluted loss per share (in dollars per share) | $ (2.38) | $ (3.02) | $ (1.82) |
Basic weighted-average common shares outstanding (in shares) | 629,459 | 392,243 | 136,193 |
Diluted weighted-average common shares outstanding (in shares) | 629,459 | 392,243 | 136,193 |
Series A Preferred Stock | |||
Operating expenses: | |||
Less: Preferred Stock Dividends Accrued | $ (37,889,000) | $ 0 | $ 0 |
Series B Preferred Stock | |||
Operating expenses: | |||
Less: Preferred Stock Dividends Accrued | $ (1,798,000) | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (1,359,880) | $ (1,178,365) | $ (248,442) |
Other comprehensive (loss) income: | |||
Unrealized investment holding gains (losses) arising during the year, net of tax of $—, $—, and $—, respectively | (5,267) | (6,163) | 1,556 |
Less: reclassification adjustments for investment gains (losses), net of tax of $—, $—, and $—, respectively | (4,173) | (402) | 112 |
Other comprehensive (loss) income | (1,094) | (5,761) | 1,444 |
Comprehensive loss | (1,360,974) | (1,184,126) | (246,998) |
Comprehensive income attributable to noncontrolling interests | (95,664) | (6,497) | 0 |
Comprehensive loss attributable to Bright Health Group, Inc. common shareholders | $ (1,456,638) | $ (1,190,623) | $ (246,998) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (PARENTHETICAL) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized investment holding (losses) gains arising during the year, tax | $ 0 | $ 0 | $ 0 |
Reclassification adjustments for investment (losses) gains, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Series A Preferred Stock | Series B Preferred Stock | 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, 2019 | 119,222,000 | ||||||||||
Beginning balance at Dec. 31, 2019 | $ 871,990 | ||||||||||
Redeemable Preferred Stock | |||||||||||
Issuance of preferred stock (in shares) | 45,023,000 | ||||||||||
Issuance of preferred stock | $ 809,025 | ||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 164,245,000 | ||||||||||
Ending balance at Dec. 31, 2020 | $ 1,681,015 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 135,509,000 | ||||||||||
Beginning balance at Dec. 31, 2019 | (263,367) | $ 14 | $ 3,184 | $ (267,547) | $ 982 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (248,442) | (248,442) | |||||||||
Issuance and sale of common stock (in shares) | 2,154,000 | ||||||||||
Issuance and sale of common stock | 1,241 | 1,241 | |||||||||
Share-based compensation | 5,452 | 5,452 | |||||||||
Other comprehensive gain (loss) | 1,444 | 1,444 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 137,663,000 | ||||||||||
Ending balance at Dec. 31, 2020 | $ (503,672) | $ 14 | 9,877 | (515,989) | 2,426 | 0 | |||||
Redeemable Preferred Stock | |||||||||||
Issuance of preferred stock (in shares) | 3,487,000 | ||||||||||
Issuance of preferred stock | $ 134,944 | ||||||||||
Conversion of preferred stock to common stock (in shares) | (167,732,000) | ||||||||||
Conversion of preferred stock to common stock | $ (1,815,959) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | ||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (1,184,862) | (1,184,862) | |||||||||
Conversion of preferred stock to common stock (in shares) | 427,897,000 | ||||||||||
Conversion of preferred stock to common stock | 1,815,959 | $ 43 | 1,815,916 | ||||||||
Issuance and sale of common stock (in shares) | 14,235,000 | 51,350,000 | |||||||||
Issuance and sale of common stock | 86,391 | $ 880,642 | $ 1 | $ 5 | 86,390 | $ 880,637 | |||||
Share-based compensation | 68,423 | 68,423 | |||||||||
Other comprehensive gain (loss) | (5,761) | (5,761) | |||||||||
Return of common stock from escrow settlement (in shares) | (2,522,000) | ||||||||||
Return of common stock from escrow settlement | $ (12,000) | (12,000) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 628,622,872 | 628,623,000 | |||||||||
Ending balance at Dec. 31, 2021 | $ 1,145,120 | $ 63 | 2,861,243 | (1,700,851) | (3,335) | (12,000) | |||||
Redeemable Preferred Stock | |||||||||||
Issuance of preferred stock (in shares) | 750,000 | 175,000 | |||||||||
Issuance of preferred stock | $ 747,481 | $ 172,936 | |||||||||
Ending balance (in shares) at Dec. 31, 2022 | 925,000 | 750,000 | 175,000 | ||||||||
Ending balance at Dec. 31, 2022 | $ 920,417 | $ 747,481 | $ 172,936 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (1,455,544) | (1,455,544) | |||||||||
Issuance and sale of common stock (in shares) | 1,649,000 | ||||||||||
Issuance and sale of common stock | 1,315 | $ 0 | 1,315 | ||||||||
Share-based compensation | 109,713 | 109,713 | |||||||||
Other comprehensive gain (loss) | $ (1,094) | (1,094) | |||||||||
Ending balance (in shares) at Dec. 31, 2022 | 630,271,508 | 630,272,000 | |||||||||
Ending balance at Dec. 31, 2022 | $ (200,490) | $ 63 | $ 2,972,271 | $ (3,156,395) | $ (4,429) | $ (12,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (1,359,880) | $ (1,184,862) | $ (248,442) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 50,575 | 35,484 | 8,289 |
Impairment of intangible assets | 49,331 | 0 | 0 |
Impairment of goodwill | 75,372 | 0 | 0 |
Share-based compensation | 109,713 | 68,423 | 5,452 |
Deferred income taxes | 2,027 | (25,654) | 0 |
Unrealized loss (gain) on equity securities | 55,449 | (80,231) | 0 |
Impairment of investments | 67,723 | 0 | 0 |
Other, net | 24,163 | 20,254 | 2,667 |
Changes in assets and liabilities, net of acquired assets and liabilities: | |||
Accounts receivable | 28,787 | (32,941) | 24,631 |
Direct Contracting performance year receivable | (99,181) | 0 | 0 |
Other assets | (21,832) | (143,463) | (44,061) |
Medical cost payable | 279,563 | 475,461 | 78,591 |
Risk adjustment payable | 1,012,720 | 742,075 | 100,974 |
Accounts payable and other liabilities | 2,696 | 192,611 | (3,962) |
Unearned revenue | (42,760) | 14,902 | 18,623 |
Net cash provided by (used in) operating activities | 234,466 | 82,059 | (57,238) |
Cash flows used in investing activities: | |||
Purchases of investments | (1,457,444) | (1,017,588) | (916,823) |
Proceeds from sales, paydown, and maturities of investments | 1,055,479 | 926,901 | 463,887 |
Purchases of property and equipment | (27,448) | (30,414) | (6,474) |
Business acquisitions, net of cash acquired | (310) | (431,791) | (230,332) |
Net cash used in investing activities | (429,723) | (552,892) | (689,742) |
Cash flows from financing activities: | |||
Proceeds from issuance of preferred stock | 920,417 | 0 | 711,200 |
Proceeds from issuance of common stock | 1,315 | 11,390 | 1,241 |
Proceeds from short-term borrowings | 303,947 | 355,000 | 0 |
Repayments of short-term borrowings | (155,000) | (200,000) | 0 |
Payments for debt issuance costs | 0 | (3,391) | 0 |
Distribution to noncontrolling interest holders | (4,311) | 0 | 0 |
Proceeds from IPO | 0 | 887,328 | 0 |
Payments for IPO offering costs | 0 | (6,686) | 0 |
Net cash provided by financing activities | 1,066,368 | 1,043,641 | 712,441 |
Net increase (decrease) in cash and cash equivalents | 871,111 | 572,808 | (34,539) |
Cash, cash equivalents, restricted cash and restricted cash equivalents | 1,932,290 | 1,061,179 | 488,371 |
Supplemental disclosures of cash flow information: | |||
Changes in unrealized gain (loss) on available-for-sale securities in OCI | (1,094) | (5,761) | 1,444 |
Cash paid for interest | 10,303 | 4,592 | 0 |
Supplemental schedule of non-cash activities: | |||
Redeemable convertible preferred stock issued for acquisitions | 0 | 134,944 | 97,825 |
Contingent consideration | 332 | (4,221) | 0 |
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | $ 0 | $ 1,815,916 | $ 0 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND OPERATIONS | ORGANIZATION AND OPERATIONS Organizational Structure: Bright Health Group, Inc. and subsidiaries (collectively, “Bright Health,” “we,” “our,” “us,” or the “Company”) was founded in 2015 to transform healthcare. Our mission of Making Healthcare Right. Together. is built upon the belief that by aligning the best local resources in healthcare delivery with the financing of care we can drive a superior consumer experience, optimize clinical outcomes, reduce systemic waste, and lower costs. We are a healthcare company building a national Integrated System of Care in close partnership with our Care Partners. Our differentiated approach is built on alignment, focused on the consumer, and powered by technology. We have two market facing businesses: our Consumer Care business and Bright HealthCare. Consumer Care provides care delivery and value-based enablement services through our owned and affiliated clinics. Bright HealthCare offers Medicare health plan products across the nation. Beginning January 1, 2022, two Direct Contracting Entities (“DCEs”) aligned with our Consumer Care 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 October 2022, we announced that Bright HealthCare will no longer offer Commercial products in 2023 or offer MA products outside of California. We have presented our Commercial business within discontinued operations for all periods presented within the consolidated financial statements. See Note 4, Discontinued Operations , for further discussion of discontinued operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The consolidated financial statements include the accounts of Bright Health Group, Inc. and all subsidiaries and controlled companies. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions are eliminated upon consolidation. Use of Estimates: The preparation of our consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Our most significant estimates include medical costs payable, risk adjustment revenue and associated payables and receivables, premium deficiency reserve and valuation and impairment of goodwill and other intangible assets. Actual results could differ from these estimates. Business Combinations: We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within operating costs. Revenue Recognition: Premium revenue includes revenue derived from insurance contracts of Bright HealthCare, within the scope of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 944, Financial Services - Insurance , as well as revenue earned by our Consumer Care business under capitated agreements recorded in accordance with ASC 606, Revenue from Contracts With Customers . Premium revenue is recognized in the period for which services are covered. Individual policies can be terminated by a consumer without advance notice to the Company. Consumers that have unpaid premium balances for the coverage period are subject to certain termination requirements depending on whether the premium is subsidized or nonsubsidized by CMS. The Company estimates the portion of unpaid balances that will not be collected from consumers and records an allowance accordingly. We record adjustments for changes to the risk adjustment balances for individual policies in premium revenue. The risk adjustment program adjusts premiums based on the demographic factors and health status of each consumer as derived from current-year medical diagnoses as reported throughout the year. Under the risk adjustment program, a risk score is assigned to each covered consumer to determine an average risk score at the individual and small-group level by legal entity in a particular market in a state. Additionally, an average risk score is determined for the entire subject population for each market in each state. Settlements are determined on a net basis by legal entity and state and are made in the middle of the year following the end of the contract year. Each health insurance issuer’s average risk score is compared to the state’s average risk score. Risk adjustment is subject to audit by HHS, which could result in future payments applicable to benefit years. Premium revenue under the MA program includes CMS monthly premiums that are risk adjusted based on CMS defined formulas using consumer demographics and hierarchical condition category codes (“HCC risk scores”) calculated based on historical data submitted to CMS on a lagged basis. Risk Adjustment Factor-related (“RAF”) premiums settle between CMS and the Company during both a midyear and final reconciliation process. Due to the lagged nature of the reconciliation and settlement, RAF-related premiums are estimated based on the lagged information that we submitted to CMS. The accuracy of the data submissions to CMS used in the RAF reconciliation are subject to CMS audit under the RADV audits and could result in future adjustments to premiums. As of December 31, 2022 and 2021, our MA risk adjustment receivable was $62.2 million and $75.3 million, respectively, recorded in accounts receivable. The Company, in conjunction with the MA program, covers prescription drug benefits under the Medicare Prescription Drug Benefit (“Medicare Part D”) program. Premium revenue includes CMS monthly premiums, consumer premium and CMS low-income premium subsidy for our insurance risk coverage. Premiums are recognized ratably over the period in which eligible individuals are entitled to receive covered benefits. CMS covers 80% of allowed claims costs above the defined standard true out-of-pocket (“TrOOP”) threshold of $7,050 for any individual beneficiary enrolled in a Medicare Advantage plan (“MAO”). The reinsurance calculation is based on the benefit actually offered (i.e. basic or enhanced) and with CMS covering 80% of a member’s drug costs in the catastrophic phase. CMS provides upfront subsidies to MAO’s through a monthly payment in the Monthly Membership Report to cover the estimated cost of federal reinsurance on a per-member-per-month basis. Reinsurance subsidies in excess of federal reinsurance claims are paid back to CMS (a payable). If the MAO does not have enough federal reinsurance revenue to cover the federal reinsurance claims, CMS will pay the shortfall to the MAO. Our monthly payment from CMS includes prospective subsidies to cover catastrophic reinsurance and low-income cost subsidies, and the Medicare Part D coverage gap discount that the Company must cover at the point-of-sale for prescription drugs. We are not at risk for these portions of the Medicare Part D benefit design. We account for these CMS-provided subsidies and related costs on the Consolidated Balance Sheets and ultimately settle with CMS and pharmaceutical companies during the final Medicare Part D reconciliation subsequent to the plan year. As of December 31, 2022 and 2021, we had receivables of $6.7 million and $24.1 million, respectively, recorded as prepaid and other current assets, and payables of $24.6 million and $9.8 million, respectively, recorded as other current liabilities related to these programs. Our Medicare Part D premiums are subject to risk sharing with CMS under the risk corridor provisions. The risk corridor provisions compare costs targeted in our annual bid to actual prescription drug costs incurred. Our profit or loss is shared with or covered by CMS depending on the relative position within the risk corridor band. Changes in the risk corridor payable or receivable are recognized in premium revenue. As of December 31, 2022 and 2021, we had a risk corridor payable of $15.2 million and $4.1 million, respectively, included in other current liabilities. We had no material risk corridor receivable as of December 31, 2022 and 2021, respectively. Additionally, our individual policy premiums, MA and Medicare Part D prescription drug plans are subject to MLR requirements under the ACA. Plans with medical loss ratios that fall below certain targets are required to rebate ratable portions of premiums annually. As of December 31, 2022 and 2021, we had MLR rebates payable of $0.5 million and $1.1 million, respectively, which are included in other current liabilities. As part of our Consumer Care business, we are party to capitation arrangements that generate capitated revenue in the form of a predetermined per member per month fee in exchange for providing all defined healthcare services needed by an eligible member of the health plan, that is the other party to the arrangement. Per ASC 606, Revenue from Contracts With Customers , the capitated revenue and corresponding medical costs are presented gross when we bear the full financial risk for the defined healthcare services and care activities in the fulfillment of our obligation and net when we bear limited financial risk. We generate service revenue from providing primary care services to patients in our medical clinics. Our service revenues include net patient service revenues that we bill the consumer or their insurance plan on a fee-for-service basis. We recognize revenue as medical services are rendered. Unearned Revenue: Payments received prior to the fulfillment of service are recorded as unearned revenue. Medical Costs and Medical Costs Payable: Medical costs payable on the Consolidated Balance Sheets consists primarily of the liability for claims processed but not yet paid, estimates for claims received but not yet processed, estimates for the costs of health care services that enrollees have received but for which claims have not yet been submitted, capitation payable to providers and liabilities for physician, hospital and other medical cost disputes. The estimates for claims incurred but not received (“IBNR”) includes estimates for claims which have not been received or fully processed, are developed using an actuarial process that is consistently applied and centrally controlled. The actuarial models consider factors such as historical submission and payment data, cost trends, customer and product mix, seasonality, utilization of health care services, contracted service rates and other relevant factors. In developing our medical costs payable estimates, we apply different estimation methods depending on the month for which incurred claims are being estimated. For the most recent months, we estimate claim costs incurred by applying observed medical cost trend factors to the average per consumer per month medical costs incurred in prior months for which more complete claim data is available, supplemented by a review of near-term completion factors. For months prior to the most recent months, we apply the completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months. These estimates may change as actuarial methods change or as underlying facts upon which the estimates are based change. Management believes the amount of medical costs payable is the best estimate of our liability as of December 31, 2022; however, actual payments may differ from those established estimates. Note 10, Medical Costs Payable , discusses the development of paid and incurred claims and provides a rollforward of medical costs payable. We contract with hospitals, physicians and other providers of health care primarily within our exclusive provider networks under discounted fee-for-service arrangements, including case rates and hospital per diems, and capitated agreements to provide medical care to enrollees. Dental, vision, and other supplemental medical services are provided to consumers under capitated arrangements, and these providers are at risk for the cost of medical care services provided to our enrollees; however, we are ultimately responsible for the provision of services should the capitated provider be unable to provide the contracted services. Quality incentive and shared savings payables to providers are calculated under the contractual terms of each respective agreement. Medical costs payable included $37.8 million and $74.2 million under these contracts at December 31, 2022 and 2021, respectively. We estimated a claims adjustment expense liability of $10.6 million and $5.1 million as of December 31, 2022 and 2021, respectively, based on historical cost of claims adjudication. Cash and Cash Equivalents: Cash and cash equivalents include cash and investments with original maturities of three months or less when purchased. Investments: We invest in equity securities and debt securities of the U.S. government and other government agencies, corporate investment grade, money market funds and various other securities. We determine the appropriate classification of investments at the time they are acquired and evaluate the appropriateness of such classifications at each balance sheet date. We classify our investments in individual debt securities as available-for-sale securities or held-to-maturity securities. All available-for-sale investments maturing less than one year from the statement date that management intends to liquidate within the next year are reflected as short-term investments. Available-for-sale investments with a maturity date greater than one year are classified as long-term investments. All available-for-sale investments are measured and carried at fair value. Changes in unrealized holding gains and losses on available-for-sale securities are reflected in other comprehensive income (loss). Equity investments are classified as short-term investments and measured and carried at fair value. The changes in fair value of our equity securities are reflected in investment income within our Consolidated Statements of Income (Loss). Realized gains and losses for all investments are included in investment income. The basis for determining realized gains and losses is the specific-identification method. Interest on debt securities is recognized in investment income when earned. Premiums and discounts are amortized/accreted using methods that result in a constant yield over the securities’ expected lives. Beginning January 1, 2020, we adopted the new current expected credit losses (“CECL”) model. The CECL model retained many similarities from the previous OTTI model, except it eliminated the length of time over which the fair value had been less than cost from consideration in the impairment analysis. Also, under the CECL model, expected losses on available-for-sale debt securities are recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the securities. For debt securities whose fair value is less than their amortized cost which we do not intend to sell or are not required to sell, we evaluate the expected cash flows to be received as compared to amortized cost and determine if an expected credit loss has occurred. In the event of an expected credit loss, only the amount of the impairment associated with the expected credit loss is recognized in income with the remainder, if any, of the loss recognized in other comprehensive income (loss). To the extent we have the intent to sell the debt security, or it is more likely than not we will be required to sell the debt security, before recovery of our amortized cost basis, we recognize an impairment loss in income in an amount equal to the full difference between the amortized cost basis and the fair value. Potential expected credit loss impairment is considered using a variety of factors, including the extent to which the fair value has been less than cost; adverse conditions specifically related to the industry, geographic area or financial condition of the issuer or underlying collateral of a debt security; changes in the quality of the debt security's credit enhancement; payment structure of the debt security; changes in credit rating of the debt security by the rating agencies; failure of the issuer to make scheduled principal or interest payments on the debt security and changes in prepayment speeds. For debt securities, we take into account expectations of relevant market and economic data. We estimate the amount of the expected credit loss component of a debt security as the difference between the amortized cost and the present value of the expected cash flows of the security. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase. The expected credit loss cannot exceed the full difference between the amortized cost basis and the fair value. Accrued interest receivable relating to our debt securities is presented within prepaids and other current assets in the accompanying Consolidated Balance Sheets. We do not measure an allowance for credit losses on accrued interest receivable. We recognize interest receivable write offs as a reversal of interest income. No accrued interest was written off during the years ended December 31, 2021 and 2020. Credit Risk Concentration: We maintain cash in bank accounts that frequently exceed federally insured limits. To date, we have not experienced any losses on such accounts. Restricted Investments and Statutory Deposits: We hold pledged certificates of deposit for certain vendors and lease requirements. Restricted investments are carried at amortized cost. At December 31, 2022 and 2021, pledged certificates of deposit totaled $1.9 million and $1.4 million, respectively, and are included in short-term investments in the Consolidated Balance Sheets. The regulated insurance entities of Bright Health are required to, among other things, hold certain statutory deposits and comply with certain minimum capital requirements, such as risk-based capital requirements, under applicable state regulations, as further described in Note 17, Commitments and Contingencies . Statutory deposits are classified as held-to-maturity investments and are carried at cost. The Company’s regulated legal entities held the required deposit amounts at December 31, 2022 and 2021, totaling $9.1 million and $1.4 million, respectively. The statutory deposits are principally held in U.S. Treasury securities within a custodial or controlled account with a custodial trustee and are included primarily in short-term investments and long-term investments, consistent with classification of other similar invested assets, in the Consolidated Balance Sheets. Accounts Receivable, Net of Allowance: Receivables are reported net of amounts for expected credit loss. The allowance for doubtful accounts is based on historical collection trends, future forecasts and our judgment regarding the ability to collect specific accounts. Accounts receivable include unpaid health insurance premiums from consumers and government sponsors. Balances are carried at original invoice amount less an estimate made for doubtful accounts based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition and credit history, and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. At December 31, 2022 and 2021, accounts receivable was reported net of allowance of $6.1 million and $3.4 million, respectively. Reinsurance Recoveries: We seek to limit the risk of loss on insurance contracts through the use of reinsurance agreements. These agreements do not relieve us of our primary obligation to policyholders. We have an agreement with Swiss Re Life & Health America, Inc. (“Swiss Re”) in which Swiss Re provides excess loss reinsurance coverage to the Company on individuals covered under our individual and small group policies. Effective January 1, 2021 we entered an agreement with RGA Reinsurance Company (“RGA”)(“Barbados”) in which RGA provides loss reinsurance coverage to the Company on individuals covered under our MA polices. Receivables from reinsurers under these agreements totaled $14.9 million and $3.4 million as of December 31, 2022 and 2021, respectively, and are recorded in prepaids and other current assets in the Consolidated Balance Sheets. Payables for reinsurance premiums and ceding fees of $4.7 million and $9.8 million are recorded as other current liabilities in the Consolidated Balance Sheets as of December 31, 2022 and 2021, respectively. Net reinsurance recoveries (net ceded premiums) of $9.5 million, $(1.5) million, and $4.0 million were recorded as a reduction of medical costs in the Consolidated Statements of Income (Loss) for the years ended December 31, 2022, 2021, and 2020, respectively. In addition, quota share ceding fees and reimbursable administrative expenses under reinsurance contracts recorded as operating costs in the Consolidated Statements of Income (Loss) totaled $— million; $0.6 million; and $1.5 million for the years ended December 31, 2022, 2021, and 2020 respectively. Provider Risk Sharing: Our MA insurance business in California maintains a risk-sharing program with contracted primary care providers and hospitals. Additionally, agreements between our provider practices and insurers contain risk-sharing provisions based on the terms of the contracts. Additional revenues which we estimate to be earned or payments we expect to make under these arrangements are recorded in prepaids and other current assets or medical costs payable, respectively, in the Consolidated Balance Sheets. Risk sharing payables of $30.6 million and $68.5 million for our MA insurance business in California and risk-sharing receivables of $17.8 million and $12.7 million for agreements between our provider practices and insurers were recorded as of December 31, 2022 and 2021, respectively. Premium Deficiency Reserve: Premium deficiency reserve (“PDR”) liabilities are established when it is probable that expected future claims and maintenance expenses will exceed future premium and reinsurance recoveries on existing medical insurance contracts, including consideration of investment income. We assess if a PDR liability is needed through review of current results and forecasts. For purposes of determining premium deficiency losses, contracts are grouped consistent with our method of acquiring, servicing, and measuring the profitability of such contracts. As of December 31, 2022 we accrued no PDR liability; as of December 31, 2021 we accrued a PDR liability of $9.4 million in other current liabilities. Prepaids and Other Current Assets: Prepaids and other current assets primarily include prepaid operating expenses, pharmacy rebates receivable and, as of December 31, 2020, the escrow receivable related to business acquisitions as further described in Note 3, Business Combinations . 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 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 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. Property, Equipment and Capitalized Software: Property, equipment and capitalized software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful life, ranging from 3 to 10 years. Leasehold improvements are depreciated over the shorter of the lease term or their useful life. We capitalize costs incurred related to certain software projects for internal use incurred during the application development stage. Costs related to planning activities and post implementation activities are expensed as incurred. Impairment of Long-Lived Assets: Property, equipment, capitalized software and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When evaluating long-lived assets with impairment indicators for potential impairment, we first compare the carrying value of the asset to its estimated undiscounted future cash flows. If the sum of the estimated undiscounted future cash flows is less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. During the year ended December 31, 2022, we recorded an impairment loss to long-lived assets of $43.5 million as a result of Bright HealthCare’s decision to no longer offer commercial products for the 2023 plan year and our exit of select MA marketplaces. There was no impairment of long-lived assets for the years ended December 31, 2021 and 2020. Operating Leases: We lease facilities and equipment under long-term operating leases that are non-cancelable and expire on various dates. At the lease commencement date, lease right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. We include options to extend or terminate an operating lease in the measurement of the ROU asset and lease liability when it is reasonably certain that such options will be exercised. For operating leases, the liability is amortized using the effective interest method and the asset is reduced in a manner so that rent is expensed on a straight-line basis, with all cash flows included within operating activities in the Consolidated Statements of Cash Flows. Rent expense for operating leases is recognized on a straight-line basis over the lease term, net of any applicable lease incentives. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. When an interest rate is not implicit in a lease, we utilize our incremental borrowing rate for a period that closely matches the lease term. We determine our incremental borrowing rate as the interest rate needed to finance a similar asset over a similar period of time as the lease term. Our ROU assets are included in other non-current assets, and lease liabilities are included in other current liabilities and other liabilities in the Consolidated Balance Sheets. We have elected the short-term lease exception for all classes of assets and do not apply recognition requirements for leases of 12 months or less. Expense related to short-term leases of 12 months or less is recognized on a straight-line basis over the lease term. See Note 17, Commitments and Contingencies , for additional information on our operating leases. Goodwill and Other Intangible Assets: Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. We test goodwill for impairment annually at the beginning of the fourth quarter or whenever events or circumstances indicate the carrying value may not be recoverable. We test for goodwill impairment at the reporting unit level. Reporting units are determined by identifying components of operating segments which constitute businesses for which discrete financial information is available and regularly reviewed by segment management. We have two reporting units – Bright HealthCare and Consumer Care – with goodwill allocated to each of the reporting units. Our goodwill impairment testing involves a multi-step process. We may first assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. We may also elect to skip the qualitative assessment and proceed directly to the quantitative testing. When performing the quantitative testing, we calculate the fair value of the reporting unit and compare it with its carrying value, including goodwill. We estimate the fair values of our reporting units using a combination of discounted cash flows and comparable market multiples, which include assumptions about a wide variety of internal and external factors. We recognized a non-cash impairment loss of $70.0 million in our Bright HealthCare reporting unit and a $1.2 million goodwill disposition related to our Consumer Care reporting unit for the year ended December 31, 2022. There was no goodwill impairment during the years ended December 31, 2021 and 2020. Our valuation of identifiable intangible assets acquired is based on information and assumptions available to us at the time of acquisition, using income and market approaches to determine fair value, as appropriate. Intangible assets are amortized over their estimated useful lives using the straight-line method. We evaluate the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Operating Costs: Operating costs are recognized as incurred and relate to selling, general and administrative costs not related to medical costs. Additionally, the expense from the change in our PDR liability is included in operating costs. Policy acquisition costs, other than capitalized broker commissions, are expensed in the period incurred. Our operating costs, by functional classification for the years ended December 31, 2022, 2021 and 2020, are as follows (in thousands) : 2022 2021 2020 Compensation and fringe benefits $ 355,084 $ 257,815 $ 92,863 Professional fees 69,711 70,472 50,699 Marketing and selling expenses 82,340 76,923 34,561 Premium taxes and fees 4,288 5,801 1,182 Premium deficiency reserve (9,357) 9,357 — General and administrative expenses 77,045 60,266 25,409 Other operating expenses 52,919 46,819 20,349 Total operating costs $ 632,030 $ 527,453 $ 225,063 Share-Based Compensation: We recognize compensation expense for share-based awards, including stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) and restricted stock awards (“RSAs”) on a straight-line basis over the related service period (generally the vesting period) of the award. Compensation expense related to stock options is based on the fair value on the date of grant, which is estimated using a Black-Scholes option valuation model. The fair value of RSUs is determined based on the closing market price of our common stock on the date of grant and the fair value of PSUs is determined using a Monte-Carlo simulation. Share-based compensation expense is recognized in operating costs in the Consolidated Statements of Income (Loss). Income Taxes: The federal income tax returns of Bright Health are completed as a consolidated return. A tax-sharing agreement allocates the consolidated federal tax liability to each company in proportion to the tax liability that would have resulted for each company if computed on a separate return basis. Deferred taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. Management evaluated the Company’s tax positions and concluded that for the years ended December 31, 2022, 2021 and 2020, the Company had taken no uncertain tax |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 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 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 Consumer Care 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 deductible for tax purposes. The following table discloses the fair values of assets and liabilities acquired by the Company in the Centrum acquisition (in thousands) : Accounts receivable $ 1,874 Prepaids and other current assets 627 Property and equipment 2,557 Intangible assets 102,370 Other assets 8,917 Total assets 116,345 Medical payables 19 Accounts payable 359 Other current liabilities 861 Other liabilities 11,636 Total liabilities 12,875 Net identified assets acquired 103,470 Goodwill 275,066 Redeemable noncontrolling interest (82,310) Total purchase consideration $ 296,226 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 from continuing operations had it been included in the consolidated results of the Company for the year ended December 31, 2021. Central Health Plan Acquisition: On April 1, 2021, we acquired all of the outstanding shares of CHP for cash consideration of $276.0 million, $79.8 million in Series E preferred stock and $13.9 million of estimated working capital adjustments, for total purchase consideration of $285.6 million, net of $84.1 million of cash acquired. CHP is an insurance provider of MA HMO services. CHP is included in our Bright HealthCare reportable segment. 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 thousands) : 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 $ 285,599 Our intangible assets related to the CHP acquisition consists of customer relationships with a 10-year useful life, trade names with a 15-year useful life and the provider network with a 7-year useful life. The value of the trade name was determined using the relief from royalty method and the excess earnings method was used to value the customer relationships; both methods are considered Level 3 fair value measurements. If CHP had been included in the consolidated results of the Company for the year ended December 31, 2021, our pro forma revenue from continuing operations would have been $1.6 billion and our pro forma net loss from continuing operations would have been $311.7 million. True Health New Mexico and Zipnosis Acquisitions: On March 31, 2021, we acquired all of the outstanding equity interests of THNM for cash consideration of $27.5 million, 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 discontinued operations. 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 Consumer Care 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 thousands) : THNM Zipnosis Accounts receivable $ 714 $ 1,062 Short-term investments 4,705 — Prepaids and other current assets 8,337 141 Property and equipment — 232 Intangible assets 7,300 9,180 Long-term investments 13,644 — Other non-current assets 1,324 766 Total assets 36,024 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 acquired (8,806) 7,730 Goodwill 4,148 62,067 Total purchase consideration $ (4,658) $ 69,797 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 year ended December 31, 2021, our pro forma revenue from continuing operations would have been $1.5 billion and our pro forma net loss from continuing operations would have been $324.2 million. PMA Acquisition: On December 31, 2020, we acquired a 62% controlling interest in PMA in exchange for $59.6 million in cash and $17.8 million in Bright Health Series E preferred stock for total purchase consideration transferred, net of cash acquired of $3.2 million, of $74.2 million. PMA provides care services to Medicare and Medicaid patients in Florida through a network of primary care providers and population health-focused specialists. Transaction costs of $0.7 million incurred in connection with the acquisition are included in operating costs in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021. If PMA had been included in the consolidated results of the Company for the year ended December 31, 2020, our pro forma revenue would have been $1.3 billion, and our pro forma net loss would have been $(239.9) million. The total purchase consideration for the PMA acquisition was allocated to tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill is attributable to benefits from the ability to enhance our clinical capabilities to better serve enrollees as part of our Florida market expansion. The full amount of goodwill from the PMA acquisition is expected to be deductible for tax purposes. The following table discloses the fair values of assets and liabilities acquired by the Company in the PMA acquisition (in thousands) : Accounts receivable $ 10,238 Prepaids and other current assets 76 Property and equipment 1,071 Intangible assets 66,300 Other non-current assets 6,468 Total Assets 84,153 Medical costs payable 6,973 Other current liabilities 3,004 Other liabilities 5,534 Total liabilities 15,511 Net identified assets acquired 68,642 Goodwill 45,142 Redeemable noncontrolling interest (39,600) Total purchase consideration $ 74,184 We recognized intangible assets related to the PMA acquisition, which consist of the PMA trade name of $5.8 million with an estimated useful life of 15 years and customer relationships valued at $60.5 million with 7 to 10 year useful lives. The value of the trade name was determined using the relief from royalty method and the excess earnings method was used to value the customer relationships, both approaches are considered Level 3 fair value measurements. The fair value of the noncontrolling interest was determined using an income approach and market approach and included a discount to account for the lack of marketability of the noncontrolling interest shares. BND Acquisition: On April 30, 2020, we acquired all of the outstanding shares of BND. BND is a leader in providing healthcare services in California and serves Medicare eligible seniors and special needs populations through their extensive network of primary care providers and specialists. BND combines analytics and evidence-based clinical programs with aligned provider relationships to provide high quality, affordable care for complex and vulnerable populations. The total consideration included $206.9 million in cash and $80.0 million in Bright Health Series D preferred stock. We have since applied indemnity escrow adjustments of $44.0 million to the acquisition price, bringing total consideration to $210.1 million, net of cash acquired of $32.8 million. Transaction costs of $3.8 million incurred in connection with the acquisition are included in operating costs in the Consolidated Statements of Income (Loss) for the year ended December 31, 202 0. If BND had been included in the consolidated results of the Company for the year ended December 31, 2020, our pro forma revenue would have been $1.4 billion, and our pro forma net loss would have been $(264.4) million. The total purchase consideration for the BND acquisition was allocated to tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill is attributable to synergies from leveraging BND’s strong clinical model of care to drive growth in our MA business outside of California. The goodwill from the BND acquisition is not deductible for tax purposes. The following table discloses the fair values of assets and liabilities acquired by the Company in the BND acquisition, as well as measurement adjustments made during the year ended December 31, 2021 to the amounts initially recorded in 2020 (in thousands) : Accounts receivable $ 74,128 Prepaid and other currents assets 30,583 Property and equipment 4,375 Intangible assets 74,500 Other non-current assets 2,906 Total assets 186,492 Medical costs payable 119,408 Other current liabilities 42,530 Other liabilities 10,732 Total liabilities 172,670 Net identified assets acquired 13,822 Goodwill 196,268 Total purchase consideration $ 210,090 The measurement period adjustments above primarily resulted from completing valuations for certain intangible assets. The related impact to net earnings that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date is immaterial to the consolidated financial statements. We recognized intangible assets related to the BND acquisition, which consist of $25.6 million for the BND trade name with an estimated useful life of 15 years, customer relationships valued at $46.9 million with a 12-year useful life, and $2.0 million of other intangibles related to the provider network with a 10-year useful life. The value of the trade name was determined using the relief from royalty method and the excess earnings method was used to value the customer relationships; both methods are considered Level 3 fair value measurements. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS In October 2022, we announced that we will no longer offer commercial plans through our Bright HealthCare - Commercial segment in 2023. As a result, we exited the Commercial marketplace effective December 31, 2022. We determined this exit represented a strategic shift that will have a material impact on our business and financial results that requires presentation as discontinued operations. The discontinued operations presentation has been retrospectively applied to all prior periods presented. While we are no longer offering plans in the Commercial marketplace as of December 31, 2022, we will continue to have involvement in the states as we support run out activities of medical claims incurred in the 2022 plan year and perform other activities necessary to wind down our operations in each state, including making final payments of 2022 risk adjustment payable liabilities during the third quarter of 2023. We expect these activities to be substantially complete by the end of 2023. The financial results of discontinued operations by major line item for the years ended December 31 were as follows (in thousands) : For the years ending December 31, 2022 2021 2020 Revenue: Premium revenue $ 3,998,622 $ 2,512,384 $ 692,433 Service revenue 147 232 — Investment income (loss) (41,221) 3,740 — Total revenue from discontinued operations 3,957,548 2,516,356 692,433 Operating expenses: Medical costs 3,732,755 2,659,516 595,382 Operating costs 883,318 710,934 184,271 Restructuring charges 50,704 — — Goodwill impairment 4,147 — — Intangible assets impairment 6,720 — — Depreciation and amortization 145 435 — Total operating expenses from discontinued operations 4,677,789 3,370,885 779,653 Operating loss from discontinued operations (720,241) (854,529) (87,220) Interest expense — 726 — Loss from discontinued operations before income taxes (720,241) (855,255) (87,220) Income tax expense (benefit) 1,674 — — Net loss from discontinued operations $ (721,915) $ (855,255) $ (87,220) The following table presents cash flows from operating and investing activities for discontinued operations (in thousands) : For the years ending December 31, 2022 2021 2020 Cash used in operating activities - discontinued operations $ (1,798,234) $ (2,334,534) $ (313,924) Cash used in investing activities - discontinued operations (466,286) (131,305) (427,378) Assets and liabilities of discontinued operations were as follows (in thousands) : December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 1,465,965 $ 771,896 Short-term investments 1,121,435 49,358 Accounts receivable, net of allowance of $906 and $657, respectively 11,082 14,592 Prepaids and other current assets 184,992 191,499 Current assets of discontinued operations 2,783,474 1,027,345 Other assets: Long-term investments — 656,584 Goodwill — 4,148 Intangible assets, net — 6,865 Other non-current assets — 1,098 Long-term assets of discontinued operations — 668,695 Total assets of discontinued operations $ 2,783,474 $ 1,696,040 Liabilities Current liabilities: Medical costs payable $ 685,785 $ 554,788 Accounts payable 122,425 60,252 Unearned revenue — 50,710 Risk adjustment payable 1,943,890 931,170 Other current liabilities 31,374 99,120 Current liabilities of discontinued operations 2,783,474 1,696,040 Total liabilities of discontinued operations 2,783,474 1,696,040 Revenue Recognition: We record adjustments for changes to the risk adjustment balances for individual policies in premium revenue. The risk adjustment program adjusts premiums based on the demographic factors and health status of each consumer as derived from current-year medical diagnoses as reported throughout the year. Under the risk adjustment program, a risk score is assigned to each covered consumer to determine an average risk score at the individual and small-group level by legal entity in a particular market in a state. Additionally, an average risk score is determined for the entire subject population for each market in each state. Settlements are determined on a net basis by legal entity and state and are made in the middle of the year following the end of the contract year. Each health insurance issuer’s average risk score is compared to the state’s average risk score. Risk adjustment is subject to audit by HHS, which could result in future payments applicable to benefit years. Reinsurance Recoveries: We have a quota share agreement with RGA, an alien unauthorized reinsurer, which cedes proportional percentages of premiums and medical costs of covered business of the Company, with the difference as an experience refund of ceded premiums, less a ceding fee paid to the reinsurer. Coverage includes comprehensive individual commercial policies in Colorado, Nebraska, Oklahoma and Florida. Effective January 1, 2021, we entered into a quota share agreement with the Canada Life Assurance Company (“CLAUS”), an alien unauthorized reinsurer, which cedes proportional percentages of premiums and medical costs of covered business of the Company, with the difference as an experience refund of ceded premiums, less a ceding fee paid to the reinsurer. Coverage includes comprehensive individual commercial policies in Florida. Deposit accounting is used for this arrangement and only ceding fees are recognized in the Consolidated Statements of Income (Loss) for the years ended December 31, 2022 and 2021, respectively. Effective January 1, 2020, the state of Colorado instituted its own reinsurance program in which insurers are reimbursed at varying coinsurance rates based on the rating area of its consumers for the consumers’ aggregate claims between the attachment point and program maximum. Restructuring Charges: As a result of the strategic changes, we announced and have taken actions to restructure the Company’s workforce and reduce expenses based on our updated business model. There were no restructuring charges for the years ended December 31, 2021 and 2020. Restructuring charges within our discontinued operations for the year ended December 31, 2022 were as follows (in thousands): Employee termination benefits 16,053 Long-lived asset impairments 5,054 Contract termination and other costs 29,597 Total discontinued operations restructuring charges $ 50,704 We expect to incur additional discontinued operations pre-tax restructuring charges of $5.0 million to $10.0 million. We expect the restructuring activities to be substantially completed by the fourth quarter of 2023. There was no restructuring accrual activity for the year ended December 31, 2021. Restructuring accrual activity recorded by major type for the year ended December 31, 2022 was as follows; employee termination benefits are within Other current liabilities of discontinued operations while contract termination costs are within Accounts payable of discontinued operations (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2022 $ — $ — $ — Charges 16,053 28,538 44,591 Cash payments — — — Balance at December 31, 2022 $ 16,053 $ 28,538 $ 44,591 Fixed Maturity Securities: Available-for-sale securities within our discontinued operations are reported at fair value as of December 31, 2022 and 2021. Held-to-maturity securities are reported at amortized cost as of December 31, 2022 and 2021. The following is a summary of our investment securities as of December 31 (in thousands) : 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 622,267 $ 24 $ — $ 622,291 Available for sale: U.S. government and agency obligations 365,040 1 (2,956) 362,085 Corporate obligations 520,097 523 (623) 519,997 State and municipal obligations 9,653 — (80) 9,573 Certificates of deposit 8,760 — (2) 8,758 Mortgage-backed securities 154,864 46 (157) 154,753 Asset backed securities 59,557 — — 59,557 Other 387 — (14) 373 Total available-for-sale securities 1,118,358 570 (3,832) 1,115,096 Held to maturity: U.S. government and agency obligations 5,974 — (159) 5,815 Total held-to-maturity securities 5,974 — (159) 5,815 Total investments $ 1,746,599 $ 594 $ (3,991) $ 1,743,202 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 190,159 $ — $ — $ 190,159 Available for sale: U.S. government and agency obligations 297,912 237 (2,121) 296,028 Corporate obligations 303,754 308 (1,073) 302,989 State and municipal obligations 14,024 29 (35) 14,018 Mortgage backed securities 38,133 62 (66) 38,129 Other 42,417 13 (30) 42,400 Total available-for-sale securities 696,240 649 (3,325) 693,564 Held to maturity: U.S. government and agency obligations 6,313 20 (27) 6,306 Total held-to-maturity securities $ 6,313 $ 20 $ (27) $ 6,306 Total investments $ 892,712 $ 669 $ (3,352) $ 890,029 As of December 31, 2022, we concluded that it was more likely than not that we would have to sell some of the securities before recovering the amortized cost basis due to our decision to exit the commercial business. We recognized an impairment of $67.7 million in our available-for-sale securities portfolio. This impairment is related to the decrease in the fair value of debt securities primarily driven by an increase in market interest rates since the time the securities were purchased. Fair Value Measurements: As of December 31, 2022, investments and cash equivalents within our discontinued operations were comprised of $940.5 million and $802.7 million with fair value measurements of Level 1 and Level 2, respectively. As of December 31, 2021, the investments and cash equivalents within our discontinued operations were comprised of $412.1 million and $477.9 million with fair value measurements of Level 1 and Level 2, respectively. See Note 6, Fair Value Measurements for additional discussion of methods and assumptions used to determine the fair value hierarchy classification of each class of financial instrument. Medical Costs Payable: The table below details the components making up the medical costs payable within current liabilities of discontinued operations as of December 31 (in thousands) : 2022 2021 Claims unpaid $ 60,477 $ 19,773 Provider incentive payable 3,446 11,352 Claims adjustment expense liability 45,932 9,786 Incurred but not reported (IBNR) 575,930 513,877 Total medical costs payable of discontinued operations $ 685,785 $ 554,788 The prior period development included in medical costs of discontinued operations for the year ended December 31, 2022 was favorable by $50.2 million. Risk Adjustment: We record adjustments for changes to the risk adjustment balances for individual policies in premium revenue. The risk adjustment program adjusts premiums based on the demographic factors and health status of each consumer as derived from current-year medical diagnoses as reported throughout the year. Under the risk adjustment program, a risk score is assigned to each covered consumer to determine an average risk score at the individual and small-group level by legal entity in a particular market in a state. Additionally, an average risk score is determined for the entire subject population for each market in each state. Settlements are determined on a net basis by legal entity and state and are made in the middle of the year following the end of the contract year. Each health insurance issuer’s average risk score is compared to the state’s average risk score. Risk adjustment is subject to audit by HHS, which could result in future payments applicable to benefit years. Risk adjustment payable for our discontinued operations was estimated to be $1.9 billion and $931.2 million at December 31, 2022 and 2021, respectively. Accounts Payable: As of December 31, 2022, the Accounts payable of discontinued operations balance included $47.1 million of premium taxes payable, $21.1 million of broker commissions payable as well as the $28.5 million of contract termination costs related to restructuring. As of December 31, 2021, the Accounts payable of discontinued operations balance included $40.7 million of premium taxes payable and no broker commissions payable or contract termination costs related to restructuring. Restricted Capital and Surplus: Our regulated insurance legal entities are required by statute to meet and maintain a minimum level of capital as stated in applicable state regulations, such as risk-based capital requirements. These balances are monitored regularly to ensure compliance with these regulations. Our regulated subsidiaries had statutory capital and surplus of $(12.9) million and $310.2 million as of December 31, 2022 and 2021, respectively. We are out of compliance with the minimum levels for certain of our regulated insurance legal entities of our discontinued operations. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS Fixed Maturity Securities Available-for-sale securities are reported at fair value as of December 31, 2022 and 2021. Held-to-maturity securities are reported at amortized cost as of December 31, 2022 and 2021. The following is a summary of our investment securities as of December 31 (in thousands) : 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 340,795 $ 8 $ — $ 340,803 Available for sale: U.S. government and agency obligations 8,742 — (301) 8,441 Corporate obligations 3,401 1 (95) 3,307 State and municipal obligations 712 — (17) 695 Certificates of deposit 3,318 — — 3,318 Mortgage-backed securities 156 — — 156 Asset-backed securities 60 — — 60 Other 1 — — 1 Total available-for-sale securities 16,390 1 (413) 15,978 Held to maturity: U.S. government and agency obligations 685 — — 685 Certificates of deposit 1,947 — — 1,947 Total held-to-maturity securities 2,632 — — 2,632 Total investments $ 359,817 $ 9 $ (413) $ 359,413 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 2,464 $ — $ — $ 2,464 Available for sale: U.S. government and agency obligations 14,024 21 (79) 13,966 Corporate obligations 10,210 18 (31) 10,197 State and municipal obligations 2,098 5 (3) 2,100 Certificates of deposit 18,752 — — 18,752 Mortgage backed securities 425 1 (1) 425 Other 473 — — 473 Total available-for-sale securities 45,982 45 (114) 45,913 Held to maturity: U.S. government and agency obligations 1,426 — — 1,426 Certificates of deposit 1,447 — — 1,447 Total held-to-maturity securities $ 2,873 $ — $ — $ 2,873 Total investments $ 51,319 $ 45 $ (114) $ 51,250 The fair value of available-for-sale investments, including those that are cash equivalents, with gross unrealized losses by major security type and length of time that individual securities have been in a continuous unrealized loss position at December 31 were as follows (in thousands) : December 31, 2022 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Value Unrealized U.S. government and agency obligations $ 1,316 $ (31) $ 6,808 $ (270) $ 8,124 $ (301) Corporate obligations 740 (9) 2,061 (86) 2,801 (95) State and municipal obligations 340 (2) 344 (15) 684 (17) Mortgage-backed securities 2 — — — 2 — Other — — 1 — 1 — Total bonds $ 2,398 $ (42) $ 9,214 $ (371) $ 11,612 $ (413) December 31, 2021 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Value Unrealized U.S. government and agency obligations 10,688 (79) — — 10,688 (79) Corporate obligations 7,324 (31) — — 7,324 (31) State and municipal obligations 1,227 (3) — — 1,227 (3) Mortgage-backed securities 361 (1) — — 361 (1) Other 321 — — — 321 — Total bonds $ 19,921 $ (114) $ — $ — $ 19,921 $ (114) As of December 31, 2022, we had 721 investment positions out of 2,432 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 associated with these securities. At each reporting period, we evaluate securities for impairment when the fair value of the investment is less than its amortized cost. We evaluated the underlying credit quality and credit ratings of the issuers, noting no significant deterioration since purchase. Refer to Note 4 Discontinued Operations for discussion of the impairment of securities recognized within discontinued operations. As of December 31, 2022, the maturity of available-for-sale securities, by contractual maturity, reflected at amortized cost and fair value were as follows (in thousands) : 2022 Amortized Fair Due in one year or less $ 10,756 $ 10,592 Due after one year through five years 5,288 5,039 Due after five years through 10 years 342 343 Due after 10 years 4 4 Total debt securities $ 16,390 $ 15,978 Investment income for our available-for-sale securities in the Consolidated Statements of Income (Loss) for the years ended December 31, 2022, 2021 and 2020, was $25.2 million, $— million and $8.5 million, respectively. The gross proceeds from the sale of available-for-sale securities for the years ended December 31, 2022, 2021 and 2020 were $14.3 million, $19.8 million and $4.3 million, respectively. Realized gains (losses) of $24.8 million, $(0.1) million and $0.0 million are included within total investment income, and reclassified out of accumulated other comprehensive income (loss), for the years ended December 31, 2022, 2021 and 2020, respectively. Equity Securities |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value measurement: The Fair Value Measurements and Disclosures topic in FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures of fair value measurements, which applies to all assets and liabilities measured on a fair value basis. The standard establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Basis of fair value measurement: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities Level 2: Quoted prices for similar assets or liabilities in active markets or quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity) There were no transfers in or out of Level 3 financial assets or liabilities during the years ended December 31, 2022 or 2021. Nonfinancial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. There were no significant fair value adjustments for these assets and liabilities recorded during the years ended December 31, 2022 or 2021. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions were used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument included in the tables below: Cash and Cash equivalents — The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. Fair values of cash equivalent investments outside of money- market funds and U.S treasury securities are classified as Level 2. Debt Securities — The fair values of debt securities are based on quoted market prices, where available. We obtain one price for each security primarily from its custodian, or if unavailable, securities evaluations, prices received from a secondary pricing source, or other third-party calculated prices based on observable inputs in the market are used to price securities. If these are unavailable, we are able to provide pricing overrides from other acceptable sources or methods; however, based upon the relatively high rating of our investments, this is generally not required. Equity Securities — The fair value of the equity securities was determined based on the quoted market price of the underlying securities in an active market. We are ultimately responsible for determining fair value, as well as the appropriate level within the fair value hierarchy, based on the significance of unobservable inputs. At the end of each reporting period, we review third-party pricing services’ pricing methodologies, data sources and pricing inputs to ensure the fair values obtained are reasonable. There are no investments in Level 3 securities as of December 31, 2022 or 2021. The following tables set forth our fair value measurements as of December 31, 2022 and 2021, for assets measured at fair value on a recurring basis (in thousands) : 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 316,752 $ 15,601 $ — $ 332,353 Fixed maturity securities, available for sale: U.S. government and agency obligations 6,354 2,087 — 8,441 Corporate obligations — 3,307 — 3,307 State and municipal obligations — 695 — 695 Certificates of deposit — 3,318 — 3,318 Mortgage-backed securities — 156 — 156 Asset-backed securities — 60 — 60 Other — 1 — 1 Total fixed maturity securities, available for sale: 6,354 9,624 — 15,978 Total assets at fair value $ 323,106 $ 25,225 $ — $ 348,331 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 2,450 $ 3 $ — $ 2,453 Fixed maturity securities, available for sale: U.S. government and agency obligations 9,575 4,391 — 13,966 Corporate obligations 26 10,172 — 10,198 State and municipal obligations — 2,100 — 2,100 Certificates of deposit — 18,752 — 18,752 Mortgage-backed securities 26 398 — 424 Other — 473 — 473 Total fixed maturity securities, available for sale: $ 9,627 $ 36,286 $ — $ 45,913 Equity securities 120,364 — — 120,364 Total assets at fair value $ 132,441 $ 36,289 $ — $ 168,730 The following tables set forth the Company’s fair value measurements as of December 31, 2022 and 2021, for certain financial instruments not measured at fair value on a recurring basis (in thousands) : 2022 Level 1 Level 2 Level 3 Total Cash equivalents, held to maturity $ 8,450 $ — $ — $ 8,450 Fixed maturity securities, held to maturity: U.S. government and agency obligations 685 — — 685 Certificates of deposit — 1,947 — 1,947 Total held to maturity $ 9,135 $ 1,947 $ — $ 11,082 2021 Level 1 Level 2 Level 3 Total Cash equivalents $ 12 $ — $ — $ 12 Held to Maturity: U.S. government and agency obligations 1,425 — — 1,425 Certificates of deposit — 1,447 — 1,447 Total held to maturity $ 1,437 $ 1,447 $ — $ 2,884 |
PROPERTY, EQUIPMENT AND CAPITAL
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE | PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE Property, equipment and capitalized software at December 31, 2022 and 2021, consists of the following (in thousands) : 2022 2021 Software $ 50,000 $ 38,800 Leasehold improvements 9,585 7,135 Medical equipment 586 586 Other equipment 652 504 Gross property, equipment, and capitalized software 60,823 47,025 Less accumulated depreciation (18,227) (8,681) Property, equipment, and capitalized software, net $ 42,596 $ 38,344 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Changes in the carrying value of goodwill by reportable segment were as follows (in thousands) : Bright HealthCare Consumer Care Gross Carrying Cumulative Gross Carrying Cumulative Balance at January 1, 2021 $ 197,886 $ — $ 65,149 $ — Impairment losses — — — — Acquisitions 236,037 — 337,133 — Purchase adjustments (5,213) — — — Balance at December 31, 2021 428,710 — 402,282 — Impairment losses — 70,017 — — Acquisitions — — 310 — Goodwill dispositions — — (1,207) — Balance at December 31, 2022 $ 428,710 $ 70,017 $ 401,385 $ — 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 Bright HealthCare and Consumer Care 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 Bright HealthCare reporting unit, specifically to Medicare Advantage, which had a goodwill carrying amount of $358.7 million after impairment. The impairment of our Bright HealthCare reporting unit was primarily driven by an increase in the discount rate, which was impacted by higher interest rates and other market factors. Given the proximity of our interim impairment measurement date (last day of our fiscal third quarter - September 30, 2022) to our annual goodwill impairment measurement date (first day of our fiscal fourth quarter - October 1, 2022), we performed a qualitative assessment to determine whether it was more likely than not that the fair value of any of our reporting units was less than the carrying value. As material changes in the business that occurred during the valuation procedures but subsequent to our interim impairment measurement date were taken into consideration during our interim impairment assessment, we concluded that there would be no reasonable expectation of changes in estimates or the reporting unit fair values and carrying values between our interim impairment and annual impairment measurement dates. As of December 31, 2022, we recognized a $1.2 million goodwill disposition related to our Consumer Care reporting unit. Additionally, we determined that the sustained decline in our stock price triggered a qualitative assessment of our goodwill to determine if it was more likely than not that the fair value of our reporting units were less than their respective carrying values. Through our assessment of our reporting units, we concluded that it was not more likely than not that the fair value of our reporting units were less than their respective carrying values as of December 31, 2022. We will continue to closely monitor the operational performance of our reporting units as it relates to goodwill impairment. The gross carrying value and accumulated amortization for definite-lived intangible ass ets were as follows (in thousands) : December 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Gross Carrying Amount Accumulated Customer relationships $ 204,221 $ 41,604 $ 206,321 $ 21,560 Trade names 95,261 12,812 96,041 6,578 Provider networks — — 59,000 6,556 Developed technology — — 6,300 675 Other 5,400 1,383 5,400 698 Total $ 304,882 $ 55,799 $ 373,062 $ 36,067 Amortization expense relating to intangible assets of $38.2 million, $30.6 million, and $5.4 million was recognized for the years ended December 31, 2022, 2021 and 2020, respectively. Impairment expense relating to intangible assets for the year ended December 31, 2022 was $42.6 million as a result of the impairment of the reacquired contract between our discontinued Bright HealthCare - Commercial business and Centrum due to our decision to no longer offer commercial products for the 2023 plan year. We used the income approach in our assessment of the fair value of the impaired intangible assets. We did not have any impairment expense for the years ended December 31, 2021 and 2020, respectively. Estimated full year amortization expense relating to intangible assets for each of the next five years ending December 31 is as follows (in thousands) : 2023 $ 27,164 2024 $ 27,025 2025 $ 27,025 2026 $ 27,025 2027 $ 27,025 |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES In October 2022, we announced our decision to further focus our business on our Fully Aligned Care Model, and that we will no longer offer commercial plans through Bright HealthCare, or Medicare Advantage products outside of California in 2023. As a result of these strategic changes, we announced and have taken actions to restructure the Company’s workforce and reduce expenses based on our updated business model. There were no restructuring charges for the years ended December 31, 2021 and 2020. Restructuring charges by reportable segment and corporate for the year ended December 31, 2022 were as follows (in thousands) : Bright HealthCare Consumer Care Corporate & Eliminations Total Employee termination benefits $ — $ 44 $ 24,033 $ 24,077 Long-lived asset impairments — 2,072 — 2,072 Contract termination and other costs 445 — 5,145 5,590 Total restructuring charges $ 445 $ 2,116 $ 29,178 $ 31,739 There was no restructuring accrual activity for the year ended December 31, 2021. Restructuring accrual activity recorded by major type for the year ended December 31, 2022 was as follows; employee termination benefits are within Other current liabilities while contract termination costs are within Accounts payable (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2022 $ — $ — $ — Charges 24,077 515 24,592 Cash payments — — — Balance at December 31, 2022 $ 24,077 $ 515 $ 24,592 |
MEDICAL COSTS PAYABLE
MEDICAL COSTS PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Insurance [Abstract] | |
MEDICAL COSTS PAYABLE | MEDICAL COSTS PAYABLE The following table shows the components of the change in medical costs payable for the years ended December 31 (in thousands) : 2022 2021 2020 Medical costs payable – January 1 $ 263,187 $ 121,309 $ 4,458 Incurred related to: Current year 2,201,937 1,298,264 445,620 Prior year 7,456 3,510 6,877 Total incurred 2,209,393 1,301,774 452,497 Paid related to: Current year 1,793,613 1,114,903 458,678 Prior year 267,214 124,462 8,379 Total paid 2,060,827 1,239,365 467,057 Acquired claims liabilities — 79,469 131,411 Medical costs payable – December 31 $ 411,753 $ 263,187 $ 121,309 Medical costs payable attributable to prior years increased by $7.5 million, $3.5 million and $6.9 million for the years ended December 31, 2022, 2021 and 2020, respectively, resulting from claim settlements being more than original estimates. Medical costs payable estimates are adjusted as additional information becomes known regarding claims. There were no significant changes to estimation methodologies in 2022 or 2021. The table below details the components making up the medical costs payable as of December 31 (in thousands) : 2022 2021 Claims unpaid $ 41,567 $ 17,101 Provider incentive payable 37,771 74,191 Claims adjustment expense liability 7,290 4,346 Incurred but not reported (IBNR) 325,125 167,549 Total medical costs payable $ 411,753 $ 263,187 Medical costs payable are primarily related to the current year. There are no reinsurance recovery amounts assumed in medical costs payable at December 31, 2022 and 2021. The Company has recorded claims adjustment expense as a component of operating costs in the Consolidated Statements of Income (Loss). The following is information about incurred and cumulative paid claims development as of December 31, 2022, net of reinsurance, and the total claims payable plus expected development on reported claims included within the net incurred claims amounts. The information about incurred and paid claims development for the years ended December 31, 2020 through 2022 is presented as supplementary information as follows and is inclusive of claims incurred and paid related to BND, PMA, CHP and Centrum prior and subsequent to the acquisition dates (in thousands) : Incurred Claims and Allocated Claim Adjustment Total Incurred but For the Years Ended December 31, (Unaudited) (Unaudited) Accident Year 2020 2021 2022 2020 1,180,234 1,180,196 1,182,477 1,190 2021 1,408,909 1,416,365 2,255 2022 2,201,937 397,100 Total $ 4,800,779 Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance (in thousands) For the Years Ended December 31, (Unaudited) (Unaudited) Accident Year 2020 2021 2022 2020 979,099 1,176,014 1,181,287 2021 1,150,523 1,414,110 2022 1,804,837 Total $ 4,400,234 All outstanding liabilities before 2020, net of reinsurance 16 Liabilities for claim and claim adjustment expenses, net of reinsurance $ 400,561 December 31, 2022 Net outstanding liabilities $ 400,561 Reinsurance recoverable on unpaid claims 11,192 Total gross liability for unpaid claims and claims $ 411,753 |
SHORT-TERM BORROWINGS
SHORT-TERM BORROWINGS | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SHORT-TERM BORROWINGS | SHORT-TERM BORROWINGS On March 1, 2021, we entered into a $350.0 million revolving credit agreement with a syndicate of banks. On August 2, 2021, the Credit Agreement was amended to change the definition of “Qualified IPO” by reducing the net proceeds required to be received by the Company from $1.0 billion to $850.0 million. In addition, prior to such amendment, the Credit Agreement contained a covenant that required the Company to maintain a total debt to capitalization ratio of (a) 0.25 to 1.00 prior to a Qualified IPO, and (b) 0.30 to 1.00 after a Qualified IPO. The Amendment changed this covenant by removing the increase in the ratio after a Qualified IPO such that the Company is now required to maintain a total debt to capitalization ratio of 0.25 to 1.00. On August 4, 2021, we elected to extend the maturity date of the Credit Agreement from February 28, 2022 to February 28, 2024. During the twelve months ended December 31, 2022, we repaid the $155.0 million outstanding under the Credit Agreement as of December 31, 2021. In addition, during the twelve months ended December 31, 2022, we borrowed $303.9 million under the Credit Agreement at an effective annual interest rate of 8.41%, which remains outstanding as of December 31, 2022. Refer to Note 17, Commitments and Contingencies for more information on the undrawn letters of credit of $46.1 million under the Credit Agreement, which reduce the amount available to borrow. 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 |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
PREFERRED STOCK | 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 “Series A 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 “Series A Issuance”). The close of the Series A 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 Series A 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 $37.9 million as of December 31, 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 NYSE 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. In connection with the closing of the issuance of our Series B Convertible Preferred Stock, 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. Series B Convertible Preferred Stock On October 10, 2022, we entered into an investment agreement with certain purchasers relating to the issuance of 175,000 shares of Series B Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $175.0 million, or $1,000 per share (the “Series B Issuance”). The close of the Issuance occurred on October 17, 2022 (the “Series B Closing Date”). The Series B Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Preferred Stock has an initial liquidation preference of $1,000 per share, which shall increase by compounded dividends. Holders of the Series B Preferred Stock are entitled to a dividend at the rate of 5.0% per annum, accruing daily and payable quarterly in arrears and subject to certain adjustments, as set forth in the Certificate of Designations. Dividends will be payable in cash, by increasing the amount of liquidation preference (compounded dividends) with respect to a share of Series B Preferred Stock, or any combination thereof, at the sole discretion of the Company. The Series B Preferred Stock had accrued compounded dividends of $1.8 million as of December 31, 2022. The Series B Preferred Stock will be convertible at the option of the holders into (I) the number of shares of common stock equal to the quotient of (a) the sum of (x) the liquidation preference (reflecting increases for compounded dividends) plus (y) the accrued dividends with respect to each share of Series B Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $1.42 per share) as of the applicable conversion date plus (II) cash in lieu of fractional shares, subject to certain anti‑dilution adjustments. At any time after the third anniversary of the Closing Date, if the closing price per share of common stock on the NYSE was greater than 287% of the then effective Conversion Price for (x) each of at least twenty (20) trading days in any period of thirty (30) consecutive trading days and (y) the last trading day immediately before the Company provides the holders with notice of its election to convert all of the Series B Preferred Stock into the relevant number of shares of common stock, the Company may elect to convert all of the Series B Preferred Stock into the relevant number of shares of common stock. Under the Certificate of Designations, holders of the Series B Preferred Stock are entitled to vote with the holders of the common stock on an as‑converted basis, solely with respect to (i) a change of control transaction (to the extent such change of control transaction is submitted to a vote of the holders of the common stock) or (ii) the issuance of capital stock by the Company in connection with an acquisition by the Company (to the extent such issuance is submitted to a vote of the holders of the common stock), subject to certain restrictions. Holders of the Series B Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Series B Preferred Stock, authorizations or issuances by the Company of securities that are senior to the Series B Preferred Stock, increases or decreases in the number of authorized shares of Preferred Stock, and issuances of shares of the Series B Preferred Stock after the Closing Date. At any time following the fifth anniversary of the original issuance date, the Company may redeem all of the Series B Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to 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 B Preferred Stock may, at such holder’s election, convert their shares of Series B Preferred Stock into common stock at the then‑current conversion price or require the Company to purchase all or a portion of such holder’s shares of Preferred Stock that have not been so converted at a purchase price per share of Preferred Stock, payable in cash, equal to the greater of (I) (A) if the change of control effective date occurs at any time prior to 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 B Preferred Stock (reflecting increases for compounded dividends) plus (y) the accrued dividends in respect of such share of Series B Preferred Stock as of the change of control purchase date and (B) if the change of control effective date occurs on or after the seventh anniversary of the Closing Date, the sum of (x) the liquidation preference (reflecting increases for compounded dividends) of such share of Series B Preferred Stock plus (y) the accrued dividends in respect of such share of Series B Preferred Stock as of the change of control purchase date and (II) the consideration that would have been payable in connection with such change of control if such share of Series B Preferred Stock had been converted into common stock immediately prior to the change of control. We have applied the guidance in ASC 480‑10‑S99‑3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities , and have therefore classified the Series A and Series B Preferred Stock outside of shareholders’ equity on the Consolidated Balance Sheet because the shares contain liquidation features that are not solely within the Company's control. The Series A and Series B Preferred Stock were recorded at their fair value on the date of issuance net of $4.6 million of issuance costs. The Company has elected not to adjust the carrying value of the Series A and Series B Preferred Stock to the liquidation preference of such shares because of the uncertainty of whether or when such an event would occur. Subsequent adjustments to increase the carrying value to the liquidation preferences will be made only when it becomes probable that such a liquidation event will occur. 2021 Preferred Stock Post-IPO Immediately prior to the consummation of our IPO on June 28, 2021, all outstanding shares of our preferred stock were converted to shares of our common stock. We had no preferred stock outstanding as of December 31, 2021. Pre-IPO In March 2021, the Company issued 1.4 million shares of Series E Stock at a value of $55.1 million as part of the Zipnosis acquisition. During April 2021, the Company issued 2.1 million shares of Series E Stock at a value of $79.8 million as part of the CHP acquisition. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 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, RSUs, and RSAs to certain employees, consultants and non-employee directors. The 2016 Incentive Plan was initially adopted on March 25, 2016, and most recently amended in December 2020. Following the effectiveness of our 2021 Omnibus Plan (the “2021 Incentive Plan”), no further awards will be granted under the 2016 Incentive Plan. However, all outstanding awards granted under the 2016 Incentive Plan will continue to be governed by the existing terms of the 2016 Incentive Plan and the applicable award agreements. 2021 Incentive Plan The 2021 Incentive Plan was adopted by our Board of Directors on May 21, 2021 and approved by our stockholders on May 25, 2021 and June 5, 2021. The 2021 Incentive Plan allows the Company to grant stock options, RSAs, RSUs, stock appreciation rights, other equity based awards, and cash based incentive awards to certain employees, consultants and non-employee directors. There are 73.4 million shares of common stock authorized for issuance under the 2021 Incentive Plan. As of December 31, 2021, a total of 18.1 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 $109.7 million, $68.4 million, and $5.5 million for the years ended December 31, 2022, 2021 and 2020, respectively, which is included in operating costs in the Consolidated Statements of Income (Loss). Stock Options The Board of Directors or the Compensation Committee of the Board of Directors determines the exercise price, vesting periods and expiration date at the time of the grant. Stock options granted prior to the third quarter of 2021 generally vest 25% at one year from the grant date, then ratably over the next 36 months with continuous employee service. Stock options granted after the beginning of the third quarter of 2021 generally vest ratably over three years. Option grants generally expire 10 years from the date of grant. The calculated value of each option award is estimated on the date of grant using a Black- Scholes option valuation model that used the following assumptions for options granted during 2022, 2021 and 2020: 2022 2021 2020 Risk-free interest rate 1.9 % 0.8 % 0.9 % Expected volatility 54.3 % 33.4 % 31.3 % Expected dividend rate 0.0 % 0.0 % 0.0 % Forfeiture rate 10.2 % 14.4 % 14.5 % Expected life in years 6.0 6.1 6.1 Risk-free interest rates are based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on the historical volatility of our publicly traded industry peers. We use historical data to estimate option forfeitures within the valuation model. The expected lives of options granted represent the period of time that the awards granted are expected to be outstanding based on historical exercise patterns. The activity for the stock options for the year ended December 31, 2022 is as follows (in thousands, except exercise price and contractual life) : Shares Weighted- Weighted-Average Aggregate Outstanding at January 1, 2022 69,244 1.84 8.2 $ 113,908 Granted 8,479 1.83 Exercised (1,232) 1.07 Forfeited (10,156) 2.05 Expired (2,044) 2.02 Outstanding at December 31, 2022 64,291 $ 1.82 6.7 $ 82 The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2022, 2021 and 2020, was $0.96, $10.79 and $0.61 , respectively, per share. The aggregate intrinsic value of stock options (the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the option) exercised during the years ended December 31, 2022, 2021 and 2020, was $1.1 million, $21.0 million and $2.7 million, respectively. At December 31, 2022, there was $81.6 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted-average period of 2.1 years. Restricted Stock Units RSUs represent the right to receive shares of our common stock at a specified date in the future and generally vest over a three-year period. The fair value of RSUs is determined based on the closing market price of our common stock on the date of grant. The following table summarizes RSU award activity for the year ended December 31, 2022 ( in thousands, except weighted average grant date fair value ) : RSU Number of RSUs Weighted Average Grant Date Fair Value Unvested RSUs at January 1, 2022 15,651 $ 3.98 RSUs granted 30,272 1.74 RSUs vested (391) 5.04 RSUs canceled (7,965) 2.97 Unvested RSUs at December 31, 2022 37,567 $ 2.37 We recognized share-based compensation expense related to RSUs of $23.6 million and $1.3 million for the years ended December 31, 2022 and 2021, respectively, and is included in operating costs in the Consolidated Statements of Income (Loss). No share-based compensation expense related to RSUs was recognized as of December 31, 2020. As of December 31, 2022 , there was $54.7 million of unrecognized compensation expense related to the RSU grants, which is expected to be recognized over a weighted-average period of 2.1 years. Performance-based Restricted Stock Units In connection with our IPO, our Board of Directors approved the grant of PSUs to members of our executive leadership team. The grant encompasses a total of 14.7 million PSUs, separated into four equal tranches, each of which are eligible to vest based on the achievement of predetermined stock price goals and a minimum service period of 3 years. This grant is intended to retain and incentivize our executive leadership to lead the Company to sustained, long-term financial and operational performance. The fair value of the PSUs was determined using a Monte-Carlo simulation. The following table summarizes PSU award activity for the year ended December 31, 2022 (in thousands, except weighted average grant date fair value) : PSU Number of PSUs Weighted Average Grant Date Fair Value Unvested PSUs at January 1, 2022 14,700 $ 9.30 PSUs granted — — PSUs canceled (4,200) 9.30 Unvested PSUs at December 31, 2022 10,500 $ 9.30 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 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 years ended December 31 (in thousands, except for per share amounts) : 2022 2021 2020 Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends $ (773,316) $ (329,607) $ (161,222) Loss from discontinued operations (721,915) (855,255) (87,220) Net loss attributable to Bright Health Group, Inc. common shareholders $ (1,495,231) $ (1,184,862) $ (248,442) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 629,459 392,243 136,193 Basic and diluted loss per share attributable to Bright Health Group, Inc. common shareholders Continuing operations $ (1.23) $ (0.84) $ (1.18) Discontinued operations $ (1.15) $ (2.18) $ (0.64) Net loss per share attributable to common stockholders, basic and diluted $ (2.38) $ (3.02) $ (1.82) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the years ended December 31 (in thousands) : 2022 2021 2020 Redeemable preferred stock 318,531 — 417,437 Stock options to purchase common stock 64,291 69,244 63,925 Restricted stock units 37,567 15,651 — Total 420,389 84,895 481,362 |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | BENEFIT PLANSThe Company has a 401(k) retirement salary savings plan (“the 401(k) Plan”) for all eligible employees. We made safe harbor matching contributions equal to 100% of the first 2% and 50% of the next 4% of employee contributions to the 401(k) Plan. The Company’s contribution expense was $7.0 million, $4.4 million and $1.9 million for 2022, 2021 and 2020, respectively, and was included in operating costs in the Consolidated Statements of Income (Loss). |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income tax expense (benefit) for the years ended December 31, 2022, 2021 and 2020 are as follows (in thousands) : 2022 2021 2020 Current $ 1,648 $ 84 $ — Deferred 2,032 (26,605) (9,161) Total income tax expense (benefit) $ 3,680 $ (26,521) $ (9,161) A reconciliation of the statutory tax rate (21%) to the effective income tax rate for the years ended December 31, 2022, 2021 and 2020, is as follows (in thousands) : 2022 2021 2020 Tax benefit at federal statutory rate $ (153,289) $ (254,391) $ (52,173) Increase (decrease) in income taxes resulting from: Adjustment to deferred tax valuation allowance 98,695 219,478 43,012 Permanent adjustments - book NCI reversal adjustment 20,089 1,364 — Permanent adjustments - impairment 17,239 — — Permanent adjustments - compensation related 16,644 13,342 — Permanent adjustments - other 2,520 816 — State income taxes, net of federal benefit 1,714 (9,158) — Prior year adjustments (57) (306) — Other, net 125 2,334 — Income tax expense (benefit) $ 3,680 $ (26,521) $ (9,161) Effective tax rate (0.5 %) 2.2 % 3.6 % The tax effects of temporary differences related to deferred tax assets and liabilities for the years ended December 31, 2022 and 2021, are as follows (in thousands) : 2022 2021 Deferred tax assets: Net operating loss carryforward $ 687,867 $ 364,574 Premiums received in advance 536 2,314 Accrued salaries and benefits 39,112 11,194 Section 195 startup expenditures 2,661 2,164 Adjustment for noncontrolling interest — 5,209 Intangible amortization 23,427 2,798 Transaction costs 2,255 1,472 Depreciation expense 3,579 653 Investment loss — 232 Unrealized loss 15,292 — Claims Incurred but not Reported (IBNR) 34,267 1,994 Other 6,186 1,273 Total deferred tax assets 815,182 393,877 Less valuation allowance (729,683) (331,625) Total deferred tax assets, net valuation allowance 85,499 62,252 Deferred tax liabilities: Prepaid expenses (11,291) (7,972) Fixed assets (458) (458) Goodwill and intangible assets (64,336) (38,712) Unrealized gains — (16,147) Adjustment for noncontrolling interest (3,237) — Investment income (9,241) — Total deferred tax liabilities (88,563) (63,289) Net deferred tax liabilities $ (3,064) $ (1,037) Net operating losses (NOLs) were $5.8 billion and $1.9 billion as of December 31, 2022 and 2021, respectively. These NOLs start to expire in 2036. Of the operating loss carryforwards noted, a portion of them may not be available after the application of IRC Section 382 limitations. The IRC Section 382 imposes restrictions on the utilization of various carryforward tax attributes in the event of a change in ownership of the Company, as defined by IRC Section 382. In addition, IRC Section 382 may limit the Company’s built-in items of deduction, including capitalized start-up costs. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is not more likely than not that the Company will be able to realize the benefits of these deductible differences. Accordingly, a valuation allowance has been established to reserve for potential benefits of the remaining carryforwards and tax credits in our consolidated financial statements to reflect the uncertainty of future taxable income required to utilize available tax loss carryforwards and other deferred tax assets. As of December 31, 2022, there were no unrecognized tax benefits recorded. The Company files income tax returns in the U.S. federal jurisdiction and all state jurisdictions as necessary. The Company’s U.S. federal returns are no longer subject to income tax examinations for taxable years before 2019. State tax returns for taxable years before 2018 are no longer subject to examination. The Company’s effective income tax rate varies from the federal statutory rate of 21% due to state income taxes, changes in the valuation allowance for deferred tax assets and adjustments for permanent differences. The overall tax expense for the year ended December 31, 2022 is primarily due 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. In the year ended December 31, 2021, the overall tax benefit was attributable to the release of a valuation allowance in connection with new deferred tax liabilities recorded on identifiable intangibles as part of business combination accounting for BND, Zipnosis, THNM, and CHP stock acquisitions occurring in the year ended December 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases : We lease our facilities under operating leases that are noncancelable and expire on various dates with options to renew. Operating lease costs were $18.3 million, $13.3 million and $5.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. The years ended December 31, 2022 and 2021 included immaterial short-term lease costs and sublease income. Operating lease costs are included in operating costs in the Consolidated Statements of Income (Loss). At December 31, 2022 and 2021, the assets and liabilities related to operating leases in our Consolidated Balance Sheets are as follows (in thousands) : Balance Sheet Location 2022 2021 Assets Operating lease ROU assets Other non-current assets $ 39,066 $ 45,345 Liabilities Operating lease liabilities — current Other current liabilities 12,660 13,227 Operating lease liabilities — noncurrent Other liabilities 33,451 37,039 Total lease liabilities $ 46,111 $ 50,266 Supplemental cash flow and noncash information related to our operating leases was as follows (in thousands) : 2022 2021 Operating cash flows from operating leases $ 20,385 $ 16,616 ROU assets obtained in exchange for new lease liabilities 7,417 14,932 ROU assets obtained from acquisitions — 11,956 Weighted-average remaining lease term (in years) 5.0 5.2 Weighted-average discount rate 6.0 % 6.0 % At December 31, 2022, future minimum annual lease payments under all noncancelable operating leases are as follows (in thousands) : Minimum Lease Payments Years ending December 31: 2023 $ 13,067 2024 11,842 2025 9,242 2026 7,271 2027 4,780 Thereafter 7,636 Undiscounted future minimum payments 53,838 Imputed interest (7,727) Total reported lease liability $ 46,111 Legal proceedings: In the normal course of business, we could be involved in various legal proceedings such as, but not limited to, the following: lawsuits alleging negligence in care or general liability, violation of regulatory bodies’ rules and regulations, or violation of federal and/or state laws. On January 6, 2022, a putative securities class action lawsuit was filed against us and certain of our officers and directors in the Eastern District of New York. The case is captioned Marquez v. Bright Health Group, Inc. et al., 1:22-cv-00101 (E.D.N.Y.). The lawsuit alleges, among other things, that we made materially false and misleading statements regarding our business, operations, and compliance policies, which in turn adversely affected our stock price. An amended complaint was filed on June 24, 2022, which expands on the allegations in the original complaint and alleges a putative class period of June 24, 2021 through March 1, 2022. The amended complaint also adds as defendants the underwriters of our initial public offering. The Company has served a motion to dismiss the amended complaint, which has not yet been ruled on by the court. We intend to vigorously defend the Company in the above actions, but there can be no assurance that we will be successful in any defense. By letter dated January 28, 2022, we received a demand from a purported stockholder 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 stockholder’s counsel executed a confidentiality agreement, and we produced certain books and records in response to the demand. On June 3, 2022, the purported stockholder 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 stockholders. The case is captioned Berger v. Adkins et al., 2022-0487 (Del. Ch.). The complaint sought declaratory and injunctive relief, and an award of attorneys’ fees, but did not allege damages. The Company settled this matter in the fourth quarter of 2022 and is negotiating the amount of attorneys’ fees to be included in the settlement. We have accrued a liability of $0.8 million in relation to this matter. Based on our assessment of the facts underlying the claims and the degree to which we intend to defend the Company in these matters, other than as set forth above, the amount or range of reasonably possible losses, if any, cannot be estimated. As a result, other than as set forth above, we have not accrued for any potential loss as of December 31, 2022 for these actions. There were no material known contingent liabilities as of December 31, 2021. Other commitments: As of December 31, 2022, we had $46.1 million outstanding, undrawn letters of credit under the Credit Agreement. Further to the undrawn letters of credit under the Credit Agreement, we had an additional $7.5 million of unused letters of credit as of December 31, 2022. Restricted capital and surplus: Our regulated insurance legal entities are required by statute to meet and maintain a minimum level of capital as stated in applicable state regulations, such as risk-based capital requirements. These balances are monitored regularly to ensure compliance with these regulations. Our regulated subsidiaries had statutory capital and surplus of $55.0 million and $88.3 million as of December 31, 2022 and 2021, respectively. The estimated statutory capital and surplus required to satisfy these regulatory requirements was $63.1 million and $33.3 million as of December 31, 2022 and 2021, respectively. We were out of compliance with the minimum level for one of our regulated insurance legal entities of our continuing operations, and have since contributed additional capital to remediate the deficiency. The amount of ordinary dividends that may be paid out of the regulated legal entities’ unassigned surplus during any given period is subject to certain restrictions as specified by state statutes, which generally require prior-year net income or sufficient statutory capital and surplus. The regulated legal entities did not pay any dividends during 2022, and paid two dividends during 2021 to the parent holding company. |
SEGMENT AND GEOGRAPHICAL INFORM
SEGMENT AND GEOGRAPHICAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHICAL INFORMATION | SEGMENTS AND GEOGRAPHIC INFORMATION Factors used to determine our reportable segments include the nature of operating activities, economic characteristics, existence of separate senior management teams and the type of information used by the Company’s chief operating decision maker (“CODM”) to evaluate its results of operations. We have identified three operating segments based on our primary product and service offerings: Bright HealthCare, formerly Medicare Advantage, and Consumer Care, formerly NeueHealth, within our continuing operations and Bright HealthCare – Commercial within our discontinued operations. The following is a description of the types of products and services from which the two reportable segments of our continuing operations derive their revenues: Bright HealthCare: Our delegated senior managed care business that partners with a tight group of aligned providers in California. Our healthcare financing and distribution business focused on serving aging and underserved populations with unmet clinical needs through a Fully-Aligned Care Model. As of December 31, 2022, Bright HealthCare 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. Consumer Care: Our value-driven care delivery business that manages risk in partnership with external payors, Consumer Care, aims to significantly reduce the friction and current lack of coordination between payors by delivering on our Fully-Aligned Care Model with multiple payors. Our Consumer Care business delivers virtual and in-person clinical care through its approximately 74 owned primary care clinics within an integrated care delivery system. Through these risk-bearing clinics and our affiliated network of care providers, Consumer Care maintains over 579,000 unique patient relationships as of December 31, 2022, approximately 530,000 of which are served through value-based arrangements, across multiple payors. Through 2022, Consumer Care received network rental fees from our discontinued Bright HealthCare – Commercial segment for the delivery of Consumer Care’s Care Partner and network services. In addition, Consumer Care contracted directly with Bright HealthCare – Commercial to provide care through its managed and affiliated clinics. Other Consumer Care customers include external payors, third party administrators, affiliated providers and direct-to-government programs. Beginning in 2023, our discontinued Bright HealthCare – Commercial segment will no longer be a customer of the Consumer Care business with external payors becoming the primary customers of the segment. Transactions between reportable segments principally consist of care management and local care delivery provided by Consumer Care to Bright HealthCare. We utilize operating income (loss) before income taxes as the profitability metric for our reportable segments. For all periods presented, all of our long-lived assets were located in the United States, and all revenues were earned in the United States. The following tables present the reportable segment financial information for the years ended December 31, 2022, 2021 and 2020 (in thousands) : Year Ended December 31, 2022 Bright HealthCare Consumer Care Corporate & Eliminations Consolidated Premium revenue $ 1,652,045 $ 112,904 $ — $ 1,764,949 Direct Contracting revenue — 654,087 — 654,087 Service revenue — 48,013 — 48,013 Investment income 410 (55,429) — (55,019) Total unaffiliated revenue 1,652,455 759,575 — 2,412,030 Affiliated revenue — 1,029,032 (1,029,032) — Total segment revenue 1,652,455 1,788,607 (1,029,032) 2,412,030 Operating loss (173,834) (315,744) (132,670) (622,248) Depreciation and amortization $ 17,702 $ 24,252 $ 8,476 $ 50,430 Goodwill Impairment 70,017 1,208 — 71,225 Intangible Assets Impairment — 42,611 — 42,611 Restructuring charges 445 2,116 29,178 31,739 Year Ended December 31, 2021 Bright HealthCare Consumer Care Corporate & Eliminations Consolidated Premium revenue $ 1,297,273 $ 93,057 $ — $ 1,390,330 Service revenue — 42,469 — 42,469 Investment income (80) 80,314 — 80,234 Total unaffiliated revenue 1,297,193 215,840 — 1,513,033 Affiliated revenue — 245,334 (245,334) — Total segment revenue 1,297,193 461,174 (245,334) 1,513,033 Operating loss (169,107) (114,921) (59,599) (343,627) Depreciation and amortization $ 14,245 $ 18,333 $ 2,471 $ 35,049 Year Ended December 31, 2020 Bright HealthCare Consumer Care Corporate & Eliminations Consolidated Premium revenue $ 480,112 $ 7,793 $ — $ 487,905 Service revenue — 18,514 — 18,514 Investment income 8,468 — — 8,468 Total unaffiliated revenue 488,580 26,307 — 514,887 Affiliated revenue — 10,840 (10,840) — Total segment revenue 488,580 37,147 (10,840) 514,887 Operating loss (43,634) (8,707) (118,042) (170,383) Depreciation and amortization $ 1,477 $ 1,895 $ 4,917 $ 8,289 |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTEREST | REDEEMABLE NONCONTROLLING INTERESTAs part of the PMA acquisition, we entered into a put/call agreement with respect to the equity interests in PMA held by the controlling interest holder. The call options allow for the Company to purchase the 38% noncontrolling interest equity beginning on the fifth anniversary of the transaction date and each subsequent anniversary thereafter, or under certain other accelerating events as defined in the agreement, solely at the Company’s discretion. The put option allows the noncontrolling interest holder the ability to cause the Company to purchase their noncontrolling equity interest beginning on the seventh anniversary of the transaction date and each subsequent anniversary thereafter. Based on the nature of the put option redemption feature, which is outside the control of the Company, the noncontrolling interests are classified as redeemable in the accompanying Consolidated Balance Sheets. The put option redemption feature that is outside the control of the Company is settled at a multiple of EBITDA, which is an other than fair value settlement amount. As such, we will make a measurement adjustment when the put option redemption price exceeds the carrying amount as calculated under ASC 810, Consolidatio n. As part of the Centrum acquisition, we entered into put/call agreements with respect to the equity interests in Centrum held by the controlling interest holder. The call options allow for the Company to purchase the 25% noncontrolling interest equity over time beginning on September 30, 2022, or under certain other accelerating events as defined in the agreement, solely at the Company’s discretion. The put options allow the noncontrolling interest holder the ability to cause the Company to purchase their noncontrolling equity interest on consistent terms with the call options. Based on the nature of the put option redemption feature, which is outside the control of the Company, each of these noncontrolling interests are classified as redeemable in the accompanying Consolidated Balance Sheets at December 31, 2022. The put option redemption feature that is outside the control of the Company is settled at a multiple of EBITDA, which is an other than fair value settlement amount. As such, we will make a measurement adjustment when the put option redemption price exceeds the carrying amount as calculated under ASC 810, Consolidation . The following table provides details of our redeemable noncontrolling interest activity for the years ended December 31, 2022 and 2021 (in thousands) : Redeemable Noncontrolling Interest Balance at December 31, 2020 $ 39,600 Acquisitions 82,310 Loss attributable to noncontrolling interest (29,263) Measurement adjustment 35,760 Balance at December 31, 2021 $ 128,407 Earnings attributable to noncontrolling interest 29,883 Distributions (4,311) Measurement adjustment 65,779 Balance at December 31, 2022 $ 219,758 |
DIRECT CONTRACTING
DIRECT CONTRACTING | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [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. CMS redesigned the DC Model and renamed the model the ACO Realizing Equity, Access, and Community Health (REACH) Model (“ACO REACH Model”) effective January 1, 2023. 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 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 December 31, 2021 or for the years ended December 31, 2021 or 2020. The tables below include the financial statement impacts of the performance guarantee at December 31, 2022 and for the year then ended (in thousands): December 31, 2022 Direct contracting performance year receivable (1)(2) $ 99,181 Direct contracting performance year obligation (2) — (1) We estimate there to be $97.1 million in in-network and out-of-network claims incurred by beneficiaries aligned to our DCE but not reported as of December 31, 2022; this is included in medical costs payable on the Consolidated Balance Sheet. (2) Our CMS benchmark was reduced by $71.6 million during the year ended December 31, 2022. 2022 Amortization of Direct contracting performance year receivable $ 554,905 Amortization of Direct contracting performance year obligation 654,087 Direct contracting revenue 654,087 |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Correction of prior period financial statements Subsequent to the issuance of the condensed consolidated financial statements for the quarter ended September 30, 2022, we identified an error in the accounting for gross versus net revenue recognition conclusion from certain value-based care arrangements. As a result, Premium revenue and Medical costs have been reduced by $23.3 million, $30.4 million for the quarters ended March 31 and June 30, 2022, respectively. There is no impact on Operating loss or Net loss. There was no impact to the condensed consolidated balance sheets, condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of changes in redeemable preferred stock and shareholders’ equity (deficit) and condensed consolidated statements of cash flows. For the quarter ended September 30, 2022 we also identified an error in the data used to account for RAF, as a result of this error as well as the previously noted error in accounting for gross versus net revenue recognition conclusion from certain value-based care arrangements, Premium revenue decreased $49.9 million, Medical costs decreased $39.2 million, and Operating loss and Net loss increased $10.8 million. As of September 30, 2022 there were corresponding decreases of $17.9 million in Accounts receivable and $7.2 million in medical costs payable on the condensed consolidated balance sheets. The impact on net loss, accounts receivable and medical costs payable had corresponding impacts on condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of changes in redeemable preferred stock and shareholders’ equity (deficit) and condensed consolidated statements of cash flows. The Company determined that the correction of these errors was not material to the condensed consolidated financial statements. The following tables provide details of our quarterly financial information for the years ended December 31, 2022 and 2021 (in thousands) : 2022 First Quarter Second Quarter Third Quarter Fourth Quarter Operating Revenues $ 644,559 $ 599,222 $ 598,875 $ 569,374 Operating Income (Loss) from continuing operations, net of tax (77,062) (182,648) (200,790) (177,465) Operating Income (Loss) from discontinued operations, net of tax (17,115) (155,134) (69,339) (480,327) Less: Income attributable to non-controlling interests (1,413) (36,528) (46,711) (11,012) Less: Preferred Stock Dividends Accrued (8,938) (9,461) (9,684) (11,604) Income (Loss) attributable to Bright Health Group, Inc. common shareholders $ (104,528) $ (383,771) $ (326,524) $ (680,408) Basic and diluted loss per share attributable to Bright Health Group, Inc. common shareholders Continuing operations $ (0.14) $ (0.36) $ (0.41) $ (0.32) Discontinued operations (0.03) (0.25) (0.11) (0.76) Basic and diluted loss per share (0.17) (0.61) (0.52) (1.08) 2021 First Quarter Second Quarter Third Quarter Fourth Quarter Operating Revenues $ 252,748 $ 415,105 $ 464,957 $ 380,223 Operating Income (Loss) from continuing operations, net of tax (47,620) (29,442) (76,643) (169,405) Operating Income (Loss) from discontinued operations, net of tax 23,075 (14,281) (217,288) (646,761) Less: Income attributable to non-controlling interests (617) (795) (3,942) (1,143) Less: Preferred Stock Dividends Accrued — — — — Income (Loss) attributable to Bright Health Group, Inc. common shareholders $ (25,162) $ (44,518) $ (297,873) $ (817,309) Basic and diluted loss per share attributable to Bright Health Group, Inc. common shareholders Continuing operations $ (0.34) $ (0.19) $ (0.13) $ (0.27) Discontinued operations 0.16 (0.09) (0.34) (1.03) Basic and diluted loss per share (0.18) (0.28) (0.47) (1.30) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn January 3, 2023, we granted 27.1 million RSUs that will vest in two years. On March 6, 2023 we granted 26.8 million RSUs that will vest ratably over a three-year period. We have evaluated the events and transactions that have occurred through the date at which the consolidated financial statements were issued. Other than those described above, no additional events or transactions have occurred that may require adjustment to the consolidated financial statements or disclosures. |
CONDENSED FINANCIAL INFORMATION
CONDENSED FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED FINANCIAL INFORMATION | Condensed Financial Information of Registrant (Parent Company Only) Bright Health Group, Inc. Parent Company Condensed Balance Sheets As of December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 335 $ 971 Short-term investments 1,619 1,119 Investment in subsidiaries 1,037,067 1,301,937 Other assets 73 2,885 Total assets 1,039,094 1,306,912 Liabilities, Redeemable Preferred Stock and Shareholders’ Equity (Deficit) Current liabilities: Related-party payable, net 4,527 988 Short-term borrowings 303,947 155,000 Other current liabilities 6,264 2,469 Total liabilities 314,738 158,457 Commitments and contingencies (Note 15) Redeemable Series A preferred stock, $0.0001 par value; 750,000 and — shares authorized in 2022 and 2021, respectively; 750,000 and — shares issued and outstanding in 2022 and 2021, respectively 747,481 — Redeemable Series B preferred stock, $0.0001 par value; 175,000 shares authorized in 2022 and 2021, respectively; 175,000 and — shares issued and outstanding in 2022 and 2021, respectively 172,936 — Shareholders’ equity (deficit): Common stock, $0.0001 par value; 3,000,000,000 and 3,000,000,000 shares authorized in 2022 and 2021, respectively; 630,271,508 and 628,622,872 shares issued and outstanding in 2022 and 2021, respectively 63 63 Additional paid-in capital 2,972,271 2,861,243 Retained earnings (deficit) (3,156,395) (1,700,851) Treasury stock, at cost, 2,522,148 shares at December 31, 2022 and 2021 (12,000) (12,000) Total shareholders’ equity (deficit) (196,061) 1,148,455 Total liabilities, redeemable preferred stock and shareholders’ equity (deficit) $ 1,039,094 $ 1,306,912 Condensed Financial Information of Registrant (Parent Company Only) Bright Health Group, Inc. Parent Company Condensed Statements of Income (Loss) and Comprehensive Income (Loss) For the Years Ended December 31, 2022 2021 2020 Revenue: Investment income $ (36) $ 30 $ 26 Total revenue (36) 30 26 Operating costs: Operating costs 112,867 69,170 5,867 Total operating costs 112,867 69,170 5,867 Interest expense 12,822 7,732 — Loss before income taxes and equity in net loss of subsidiaries (125,725) (76,872) (5,841) Income tax expense (benefit) 43 17 — Loss before equity in net loss of subsidiaries (125,768) (76,889) (5,841) Equity in net loss of subsidiaries (1,329,776) (1,107,973) (242,601) Net loss (1,455,544) (1,184,862) (248,442) Unrealized investment holding (losses) gains (5,267) (6,163) 1,556 Less: reclassification adjustments for investment (losses) gains (4,173) (402) 112 Other comprehensive (loss) income (1,094) (5,761) 1,444 Comprehensive loss $ (1,456,638) $ (1,190,623) $ (246,998) Condensed Financial Information of Registrant (Parent Company Only) Bright Health Group, Inc. Parent Company Condensed Statements of Cash Flows For the Years Ended December 31, 2022 2021 2020 Net cash provided by (used in) operating activities (5,910) (4,888) (168) Cash flows from investing activities: Purchases of investments (500) — (1,119) Proceeds from sales, paydown, and maturities of investments. — — 1,191 Capital contributions to operating subsidiaries (1,064,595) (607,699) (480,869) Business acquisition, net of cash acquired (310) (431,791) (230,331) Net cash used in investing activities (1,065,405) (1,039,490) (711,128) Cash flows from financing activities: Proceeds from issuance of preferred stock 920,417 — 711,200 Proceeds from issuance of common stock 1,315 11,390 1,241 Proceeds from short-term borrowings 303,947 355,000 — Repayments of short-term borrowings (155,000) (200,000) — Payments for debt issuance costs — (3,391) — Proceeds from IPO — 887,328 — Payments for IPO offering costs — (6,686) — Net cash provided by financing activities 1,070,679 1,043,641 712,441 Net increase (decrease) in cash and cash equivalents (636) (737) 1,145 Cash and cash equivalents – beginning of year 971 1,708 563 Cash and cash equivalents – end of year $ 335 $ 971 $ 1,708 NOTE 1. BASIS OF PRESENTATION The Bright Health Group, Inc. (the “Parent Company”) condensed financial statements should be read in conjunction with our consolidated financial statements. The condensed financial statements include the activity of the Parent Company and reflect its subsidiaries using the equity method of accounting. Under the equity method, the investment in consolidated subsidiaries is stated at cost plus equity in undistributed earnings of consolidated subsidiaries. NOTE 2. SUBSIDIARY TRANSACTIONS Investment in Subsidiaries: The Parent Company’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries. Dividends and Capital Distributions: Cash dividends from unregulated subsidiaries included in the Cash Flows from Operating Activities in the Parent Company Condensed Statements of Cash Flows were $— million, $— million and $65.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. NOTE 3. SHORT-TERM BORROWINGS Discussion of short-term borrowings can be found in Note 11 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements.” NOTE 4. COMMITMENTS AND CONTINGENCIES Certain regulated subsidiaries are guaranteed by the Parent Company in the event of insolvency. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The consolidated financial statements include the accounts of Bright Health Group, Inc. and all subsidiaries and controlled companies. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions are eliminated upon consolidation. |
Use of Estimates | Use of Estimates: The preparation of our consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Our most significant estimates include medical costs payable, risk adjustment revenue and associated payables and receivables, premium deficiency reserve and valuation and impairment of goodwill and other intangible assets. Actual results could differ from these estimates. |
Business Combinations | Business Combinations: We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within operating costs. |
Revenue Recognition and Unearned Revenue | Revenue Recognition: Premium revenue includes revenue derived from insurance contracts of Bright HealthCare, within the scope of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 944, Financial Services - Insurance , as well as revenue earned by our Consumer Care business under capitated agreements recorded in accordance with ASC 606, Revenue from Contracts With Customers . Premium revenue is recognized in the period for which services are covered. Individual policies can be terminated by a consumer without advance notice to the Company. Consumers that have unpaid premium balances for the coverage period are subject to certain termination requirements depending on whether the premium is subsidized or nonsubsidized by CMS. The Company estimates the portion of unpaid balances that will not be collected from consumers and records an allowance accordingly. We record adjustments for changes to the risk adjustment balances for individual policies in premium revenue. The risk adjustment program adjusts premiums based on the demographic factors and health status of each consumer as derived from current-year medical diagnoses as reported throughout the year. Under the risk adjustment program, a risk score is assigned to each covered consumer to determine an average risk score at the individual and small-group level by legal entity in a particular market in a state. Additionally, an average risk score is determined for the entire subject population for each market in each state. Settlements are determined on a net basis by legal entity and state and are made in the middle of the year following the end of the contract year. Each health insurance issuer’s average risk score is compared to the state’s average risk score. Risk adjustment is subject to audit by HHS, which could result in future payments applicable to benefit years. Premium revenue under the MA program includes CMS monthly premiums that are risk adjusted based on CMS defined formulas using consumer demographics and hierarchical condition category codes (“HCC risk scores”) calculated based on historical data submitted to CMS on a lagged basis. Risk Adjustment Factor-related (“RAF”) premiums settle between CMS and the Company during both a midyear and final reconciliation process. Due to the lagged nature of the reconciliation and settlement, RAF-related premiums are estimated based on the lagged information that we submitted to CMS. The accuracy of the data submissions to CMS used in the RAF reconciliation are subject to CMS audit under the RADV audits and could result in future adjustments to premiums. As of December 31, 2022 and 2021, our MA risk adjustment receivable was $62.2 million and $75.3 million, respectively, recorded in accounts receivable. The Company, in conjunction with the MA program, covers prescription drug benefits under the Medicare Prescription Drug Benefit (“Medicare Part D”) program. Premium revenue includes CMS monthly premiums, consumer premium and CMS low-income premium subsidy for our insurance risk coverage. Premiums are recognized ratably over the period in which eligible individuals are entitled to receive covered benefits. CMS covers 80% of allowed claims costs above the defined standard true out-of-pocket (“TrOOP”) threshold of $7,050 for any individual beneficiary enrolled in a Medicare Advantage plan (“MAO”). The reinsurance calculation is based on the benefit actually offered (i.e. basic or enhanced) and with CMS covering 80% of a member’s drug costs in the catastrophic phase. CMS provides upfront subsidies to MAO’s through a monthly payment in the Monthly Membership Report to cover the estimated cost of federal reinsurance on a per-member-per-month basis. Reinsurance subsidies in excess of federal reinsurance claims are paid back to CMS (a payable). If the MAO does not have enough federal reinsurance revenue to cover the federal reinsurance claims, CMS will pay the shortfall to the MAO. Our monthly payment from CMS includes prospective subsidies to cover catastrophic reinsurance and low-income cost subsidies, and the Medicare Part D coverage gap discount that the Company must cover at the point-of-sale for prescription drugs. We are not at risk for these portions of the Medicare Part D benefit design. We account for these CMS-provided subsidies and related costs on the Consolidated Balance Sheets and ultimately settle with CMS and pharmaceutical companies during the final Medicare Part D reconciliation subsequent to the plan year. As of December 31, 2022 and 2021, we had receivables of $6.7 million and $24.1 million, respectively, recorded as prepaid and other current assets, and payables of $24.6 million and $9.8 million, respectively, recorded as other current liabilities related to these programs. Our Medicare Part D premiums are subject to risk sharing with CMS under the risk corridor provisions. The risk corridor provisions compare costs targeted in our annual bid to actual prescription drug costs incurred. Our profit or loss is shared with or covered by CMS depending on the relative position within the risk corridor band. Changes in the risk corridor payable or receivable are recognized in premium revenue. As of December 31, 2022 and 2021, we had a risk corridor payable of $15.2 million and $4.1 million, respectively, included in other current liabilities. We had no material risk corridor receivable as of December 31, 2022 and 2021, respectively. Additionally, our individual policy premiums, MA and Medicare Part D prescription drug plans are subject to MLR requirements under the ACA. Plans with medical loss ratios that fall below certain targets are required to rebate ratable portions of premiums annually. As of December 31, 2022 and 2021, we had MLR rebates payable of $0.5 million and $1.1 million, respectively, which are included in other current liabilities. As part of our Consumer Care business, we are party to capitation arrangements that generate capitated revenue in the form of a predetermined per member per month fee in exchange for providing all defined healthcare services needed by an eligible member of the health plan, that is the other party to the arrangement. Per ASC 606, Revenue from Contracts With Customers , the capitated revenue and corresponding medical costs are presented gross when we bear the full financial risk for the defined healthcare services and care activities in the fulfillment of our obligation and net when we bear limited financial risk. We generate service revenue from providing primary care services to patients in our medical clinics. Our service revenues include net patient service revenues that we bill the consumer or their insurance plan on a fee-for-service basis. We recognize revenue as medical services are rendered. Unearned Revenue: Payments received prior to the fulfillment of service are recorded as unearned revenue. |
Medical Costs and Medical Cost Payable | Medical Costs and Medical Costs Payable: Medical costs payable on the Consolidated Balance Sheets consists primarily of the liability for claims processed but not yet paid, estimates for claims received but not yet processed, estimates for the costs of health care services that enrollees have received but for which claims have not yet been submitted, capitation payable to providers and liabilities for physician, hospital and other medical cost disputes. The estimates for claims incurred but not received (“IBNR”) includes estimates for claims which have not been received or fully processed, are developed using an actuarial process that is consistently applied and centrally controlled. The actuarial models consider factors such as historical submission and payment data, cost trends, customer and product mix, seasonality, utilization of health care services, contracted service rates and other relevant factors. In developing our medical costs payable estimates, we apply different estimation methods depending on the month for which incurred claims are being estimated. For the most recent months, we estimate claim costs incurred by applying observed medical cost trend factors to the average per consumer per month medical costs incurred in prior months for which more complete claim data is available, supplemented by a review of near-term completion factors. For months prior to the most recent months, we apply the completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months. These estimates may change as actuarial methods change or as underlying facts upon which the estimates are based change. Management believes the amount of medical costs payable is the best estimate of our liability as of December 31, 2022; however, actual payments may differ from those established estimates. Note 10, Medical Costs Payable , discusses the development of paid and incurred claims and provides a rollforward of medical costs payable. We contract with hospitals, physicians and other providers of health care primarily within our exclusive provider networks under discounted fee-for-service arrangements, including case rates and hospital per diems, and capitated agreements to provide medical care to enrollees. Dental, vision, and other supplemental medical services are provided to consumers under capitated arrangements, and these providers are at risk for the cost of medical care services provided to our enrollees; however, we are ultimately responsible for the provision of services should the capitated provider be unable to provide the contracted services. |
Cash and Cash Equivalents | Cash and Cash Equivalents: Cash and cash equivalents include cash and investments with original maturities of three months or less when purchased. |
Investments | Investments: We invest in equity securities and debt securities of the U.S. government and other government agencies, corporate investment grade, money market funds and various other securities. We determine the appropriate classification of investments at the time they are acquired and evaluate the appropriateness of such classifications at each balance sheet date. We classify our investments in individual debt securities as available-for-sale securities or held-to-maturity securities. All available-for-sale investments maturing less than one year from the statement date that management intends to liquidate within the next year are reflected as short-term investments. Available-for-sale investments with a maturity date greater than one year are classified as long-term investments. All available-for-sale investments are measured and carried at fair value. Changes in unrealized holding gains and losses on available-for-sale securities are reflected in other comprehensive income (loss). Equity investments are classified as short-term investments and measured and carried at fair value. The changes in fair value of our equity securities are reflected in investment income within our Consolidated Statements of Income (Loss). Realized gains and losses for all investments are included in investment income. The basis for determining realized gains and losses is the specific-identification method. Interest on debt securities is recognized in investment income when earned. Premiums and discounts are amortized/accreted using methods that result in a constant yield over the securities’ expected lives. Beginning January 1, 2020, we adopted the new current expected credit losses (“CECL”) model. The CECL model retained many similarities from the previous OTTI model, except it eliminated the length of time over which the fair value had been less than cost from consideration in the impairment analysis. Also, under the CECL model, expected losses on available-for-sale debt securities are recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the securities. For debt securities whose fair value is less than their amortized cost which we do not intend to sell or are not required to sell, we evaluate the expected cash flows to be received as compared to amortized cost and determine if an expected credit loss has occurred. In the event of an expected credit loss, only the amount of the impairment associated with the expected credit loss is recognized in income with the remainder, if any, of the loss recognized in other comprehensive income (loss). To the extent we have the intent to sell the debt security, or it is more likely than not we will be required to sell the debt security, before recovery of our amortized cost basis, we recognize an impairment loss in income in an amount equal to the full difference between the amortized cost basis and the fair value. Potential expected credit loss impairment is considered using a variety of factors, including the extent to which the fair value has been less than cost; adverse conditions specifically related to the industry, geographic area or financial condition of the issuer or underlying collateral of a debt security; changes in the quality of the debt security's credit enhancement; payment structure of the debt security; changes in credit rating of the debt security by the rating agencies; failure of the issuer to make scheduled principal or interest payments on the debt security and changes in prepayment speeds. For debt securities, we take into account expectations of relevant market and economic data. We estimate the amount of the expected credit loss component of a debt security as the difference between the amortized cost and the present value of the expected cash flows of the security. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase. The expected credit loss cannot exceed the full difference between the amortized cost basis and the fair value. Accrued interest receivable relating to our debt securities is presented within prepaids and other current assets in the accompanying Consolidated Balance Sheets. We do not measure an allowance for credit losses on accrued interest receivable. We recognize interest receivable write offs as a reversal of interest income. No accrued interest was written off during the years ended December 31, 2021 and 2020. |
Concentration Risk Concentration | Credit Risk Concentration: We maintain cash in bank accounts that frequently exceed federally insured limits. To date, we have not experienced any losses on such accounts. |
Restricted Investments And Statutory Deposits | Restricted Investments and Statutory Deposits: We hold pledged certificates of deposit for certain vendors and lease requirements. Restricted investments are carried at amortized cost. At December 31, 2022 and 2021, pledged certificates of deposit totaled $1.9 million and $1.4 million, respectively, and are included in short-term investments in the Consolidated Balance Sheets. The regulated insurance entities of Bright Health are required to, among other things, hold certain statutory deposits and comply with certain minimum capital requirements, such as risk-based capital requirements, under applicable state regulations, as further described in Note 17, Commitments and Contingencies . Statutory deposits are classified as held-to-maturity investments and are carried at cost. The Company’s regulated legal entities held the required deposit amounts at December 31, 2022 and 2021, totaling $9.1 million and $1.4 million, respectively. The statutory deposits are principally held in U.S. Treasury securities within a custodial or controlled account with a custodial trustee and are included primarily in short-term investments and long-term investments, consistent with classification of other similar invested assets, in the Consolidated Balance Sheets. |
Accounts Receivable, Net of Allowance | Accounts Receivable, Net of Allowance: Receivables are reported net of amounts for expected credit loss. The allowance for doubtful accounts is based on historical collection trends, future forecasts and our judgment regarding the ability to collect specific accounts. Accounts receivable include unpaid health insurance premiums from consumers and government sponsors. Balances are carried at original invoice amount less an estimate made for doubtful accounts based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition and credit history, and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are |
Reinsurance Recoveries | Reinsurance Recoveries: We seek to limit the risk of loss on insurance contracts through the use of reinsurance agreements. These agreements do not relieve us of our primary obligation to policyholders. We have an agreement with Swiss Re Life & Health America, Inc. (“Swiss Re”) in which Swiss Re provides excess loss reinsurance coverage to the Company on individuals covered under our individual and small group policies. Effective January 1, 2021 we entered an agreement with RGA Reinsurance Company (“RGA”)(“Barbados”) in which RGA provides loss reinsurance coverage to the Company on individuals covered under our MA polices. |
Provider Risk Sharing | Provider Risk Sharing: Our MA insurance business in California maintains a risk-sharing program with contracted primary care providers and hospitals. Additionally, agreements between our provider practices and insurers contain risk-sharing provisions based on the terms of the contracts. Additional revenues which we estimate to be earned or payments we expect to make under these arrangements are recorded in prepaids and other current assets or medical costs payable, respectively, in the Consolidated Balance Sheets. |
Premium Deficiency Reserve | Premium Deficiency Reserve: Premium deficiency reserve (“PDR”) liabilities are established when it is probable that expected future claims and maintenance expenses will exceed future premium and reinsurance recoveries on existing medical insurance contracts, including consideration of investment income. We assess if a PDR liability is needed through review of current results and forecasts. For purposes of determining premium deficiency losses, contracts are grouped consistent with our method of acquiring, servicing, and measuring the profitability of such contracts. As of December 31, 2022 we accrued no PDR liability; as of December 31, 2021 we accrued a PDR liability of $9.4 million in other current liabilities. |
Prepaids and Other Current Assets | Prepaids and Other Current Assets: Prepaids and other current assets primarily include prepaid operating expenses, pharmacy rebates receivable and, as of December 31, 2020, the escrow receivable related to business acquisitions as further described in Note 3, Business Combinations . |
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 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 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. |
Property, Equipment and Capitalized Software | Property, Equipment and Capitalized Software: Property, equipment and capitalized software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful life, ranging from 3 to 10 years. Leasehold improvements are depreciated over the shorter of the lease term or their useful life. We capitalize costs incurred related to certain software projects for internal use incurred during the application development stage. Costs related to planning activities and post implementation activities are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets: Property, equipment, capitalized software and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When evaluating long-lived assets with impairment indicators for potential impairment, we first compare the carrying value of the asset to its estimated undiscounted future cash flows. If the sum of the estimated undiscounted future cash flows is less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. |
Operating Leases | Operating Leases: We lease facilities and equipment under long-term operating leases that are non-cancelable and expire on various dates. At the lease commencement date, lease right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. We include options to extend or terminate an operating lease in the measurement of the ROU asset and lease liability when it is reasonably certain that such options will be exercised. For operating leases, the liability is amortized using the effective interest method and the asset is reduced in a manner so that rent is expensed on a straight-line basis, with all cash flows included within operating activities in the Consolidated Statements of Cash Flows. Rent expense for operating leases is recognized on a straight-line basis over the lease term, net of any applicable lease incentives. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. When an interest rate is not implicit in a lease, we utilize our incremental borrowing rate for a period that closely matches the lease term. We determine our incremental borrowing rate as the interest rate needed to finance a similar asset over a similar period of time as the lease term. Our ROU assets are included in other non-current assets, and lease liabilities are included in other current liabilities and other liabilities in the Consolidated Balance Sheets. We have elected the short-term lease exception for all classes of assets and do not apply recognition requirements for leases of 12 months or less. Expense related to short-term leases of 12 months or less is recognized on a straight-line basis over the lease term. See Note 17, Commitments and Contingencies , for additional information on our operating leases. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets: Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. We test goodwill for impairment annually at the beginning of the fourth quarter or whenever events or circumstances indicate the carrying value may not be recoverable. We test for goodwill impairment at the reporting unit level. Reporting units are determined by identifying components of operating segments which constitute businesses for which discrete financial information is available and regularly reviewed by segment management. We have two reporting units – Bright HealthCare and Consumer Care – with goodwill allocated to each of the reporting units. Our goodwill impairment testing involves a multi-step process. We may first assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. We may also elect to skip the qualitative assessment and proceed directly to the quantitative testing. When performing the quantitative testing, we calculate the fair value of the reporting unit and compare it with its carrying value, including goodwill. We estimate the fair values of our reporting units using a combination of discounted cash flows and comparable market multiples, which include assumptions about a wide variety of internal and external factors. We recognized a non-cash impairment loss of $70.0 million in our Bright HealthCare reporting unit and a $1.2 million goodwill disposition related to our Consumer Care reporting unit for the year ended December 31, 2022. There was no goodwill impairment during the years ended December 31, 2021 and 2020. Our valuation of identifiable intangible assets acquired is based on information and assumptions available to us at the time of acquisition, using income and market approaches to determine fair value, as appropriate. Intangible assets are amortized over |
Operating Costs | Operating Costs: Operating costs are recognized as incurred and relate to selling, general and administrative costs not related to medical costs. Additionally, the expense from the change in our PDR liability is included in operating costs. Policy acquisition costs, other than capitalized broker commissions, are expensed in the period incurred. |
Share-Based Compensation | Share-Based Compensation: We recognize compensation expense for share-based awards, including stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) and restricted stock awards (“RSAs”) on a straight-line basis over the related service period (generally the vesting period) of the award. Compensation expense related to stock options is based on the fair value on the date of grant, which is estimated using a Black-Scholes option valuation model. The fair value of RSUs is determined based on the closing market price of our common stock on the date of grant and the fair value of PSUs is determined using a Monte-Carlo simulation. Share-based compensation expense is recognized in operating costs in the Consolidated Statements of Income (Loss). |
Income Taxes | Income Taxes: The federal income tax returns of Bright Health are completed as a consolidated return. A tax-sharing agreement allocates the consolidated federal tax liability to each company in proportion to the tax liability that would have resulted for each company if computed on a separate return basis. Deferred taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. Management evaluated the Company’s tax positions and concluded that for the years ended December 31, 2022, 2021 and 2020, the Company had taken no uncertain tax positions that require adjustment to the consolidated financial statements to comply with the provisions of this guidance. As of the consolidated financial statement date, open tax years subject to potential audit by the taxing authorities are 2019 through 2021 for the federal tax returns and 2018 through 2021 for the state tax returns. We recognize interest and penalties related to income tax matters in income tax expense (benefit). |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest: Redeemable noncontrolling interest in our subsidiaries whose redemption is outside of our control are classified as temporary equity. |
Net Loss per Share | Net Loss per Share: Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net losses attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. |
Going Concern | Going Concern: The consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a history of operating losses, and we generated a net loss from continuing operations of $638.0 million for the year ended December 31, 2022 . These losses, as well as significant additional expenses and future projected cash outflows in our discontinued Bright HealthCare – Commercial segment has required the Company to infuse additional cash to satisfy statutory capital requirements and reduced the cash available to fund operations. In addition, the Company’s $350.0 million revolving credit agreement with a syndicate of banks (the “Credit Agreement”), matures on February 28, 2024. On March 1, 2023, the Company disclosed that during the First Quarter of 2023, the Company breached the minimum liquidity covenant of the Credit Agreement. The Company entered into a limited waiver and consent (the “Waiver”) under the Credit Agreement, which, among other matters, provides for a temporary waiver for the period from January 25, 2023 through April 30, 2023 (the “Waiver Period”) of compliance with the minimum liquidity covenant set forth in Section 11.12.2 of the Credit Agreement. During the Waiver Period, the Company will be subject to a minimum liquidity covenant of not less than $75 million until March 3, 2023, and not less than $85 million thereafter until the end of the Waiver Period. In addition, during the Waiver Period, the Company will not have access to certain negative covenant baskets and will be subject to additional cash-flow and cash balance reporting requirements. Based on our projected cash flows and absent any other action, the Company may not meet certain covenants under the Credit Agreement or the Waiver which may result in the obligations under the Credit Agreement being accelerated. The Company will require additional liquidity to meet its obligations as they come due in the 12 months following the date the consolidated financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management has implemented a restructuring plan to reduce capital needs and our operating expenses in the future to drive positive operating cash flow and increase liquidity. The Company’s Bright HealthCare business has exited the Commercial marketplace at the end of the 2022 plan year and is focusing on its Medicare Advantage business in California. This exit will impact all insurance products currently offered by the Company in all states where insurance policies are currently offered. In addition to our market exits, management is in the process of 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 12, Preferred Stock. Additionally, the Company is actively engaged with the Board of Directors and outside advisors to evaluate additional financing. However, the Company may not be able to obtain financing on acceptable terms, as any potential financing will be subject to market conditions that are not within the Company’s control. In the event the Company is unable to obtain additional financing or take other management actions, among other potential consequences, we forecast we will be unable to satisfy our obligations. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements: In August 2020, the 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Operating Costs By Functional Classification | Our operating costs, by functional classification for the years ended December 31, 2022, 2021 and 2020, are as follows (in thousands) : 2022 2021 2020 Compensation and fringe benefits $ 355,084 $ 257,815 $ 92,863 Professional fees 69,711 70,472 50,699 Marketing and selling expenses 82,340 76,923 34,561 Premium taxes and fees 4,288 5,801 1,182 Premium deficiency reserve (9,357) 9,357 — General and administrative expenses 77,045 60,266 25,409 Other operating expenses 52,919 46,819 20,349 Total operating costs $ 632,030 $ 527,453 $ 225,063 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 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 thousands) : Accounts receivable $ 1,874 Prepaids and other current assets 627 Property and equipment 2,557 Intangible assets 102,370 Other assets 8,917 Total assets 116,345 Medical payables 19 Accounts payable 359 Other current liabilities 861 Other liabilities 11,636 Total liabilities 12,875 Net identified assets acquired 103,470 Goodwill 275,066 Redeemable noncontrolling interest (82,310) Total purchase consideration $ 296,226 The following table discloses the fair values of assets and liabilities acquired by the Company in the CHP acquisition (in thousands) : 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 $ 285,599 The following table discloses the fair values of assets and liabilities acquired by the Company in the THNM and Zipnosis acquisitions (in thousands) : THNM Zipnosis Accounts receivable $ 714 $ 1,062 Short-term investments 4,705 — Prepaids and other current assets 8,337 141 Property and equipment — 232 Intangible assets 7,300 9,180 Long-term investments 13,644 — Other non-current assets 1,324 766 Total assets 36,024 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 acquired (8,806) 7,730 Goodwill 4,148 62,067 Total purchase consideration $ (4,658) $ 69,797 The following table discloses the fair values of assets and liabilities acquired by the Company in the PMA acquisition (in thousands) : Accounts receivable $ 10,238 Prepaids and other current assets 76 Property and equipment 1,071 Intangible assets 66,300 Other non-current assets 6,468 Total Assets 84,153 Medical costs payable 6,973 Other current liabilities 3,004 Other liabilities 5,534 Total liabilities 15,511 Net identified assets acquired 68,642 Goodwill 45,142 Redeemable noncontrolling interest (39,600) Total purchase consideration $ 74,184 The following table discloses the fair values of assets and liabilities acquired by the Company in the BND acquisition, as well as measurement adjustments made during the year ended December 31, 2021 to the amounts initially recorded in 2020 (in thousands) : Accounts receivable $ 74,128 Prepaid and other currents assets 30,583 Property and equipment 4,375 Intangible assets 74,500 Other non-current assets 2,906 Total assets 186,492 Medical costs payable 119,408 Other current liabilities 42,530 Other liabilities 10,732 Total liabilities 172,670 Net identified assets acquired 13,822 Goodwill 196,268 Total purchase consideration $ 210,090 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The financial results of discontinued operations by major line item for the years ended December 31 were as follows (in thousands) : For the years ending December 31, 2022 2021 2020 Revenue: Premium revenue $ 3,998,622 $ 2,512,384 $ 692,433 Service revenue 147 232 — Investment income (loss) (41,221) 3,740 — Total revenue from discontinued operations 3,957,548 2,516,356 692,433 Operating expenses: Medical costs 3,732,755 2,659,516 595,382 Operating costs 883,318 710,934 184,271 Restructuring charges 50,704 — — Goodwill impairment 4,147 — — Intangible assets impairment 6,720 — — Depreciation and amortization 145 435 — Total operating expenses from discontinued operations 4,677,789 3,370,885 779,653 Operating loss from discontinued operations (720,241) (854,529) (87,220) Interest expense — 726 — Loss from discontinued operations before income taxes (720,241) (855,255) (87,220) Income tax expense (benefit) 1,674 — — Net loss from discontinued operations $ (721,915) $ (855,255) $ (87,220) The following table presents cash flows from operating and investing activities for discontinued operations (in thousands) : For the years ending December 31, 2022 2021 2020 Cash used in operating activities - discontinued operations $ (1,798,234) $ (2,334,534) $ (313,924) Cash used in investing activities - discontinued operations (466,286) (131,305) (427,378) Assets and liabilities of discontinued operations were as follows (in thousands) : December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 1,465,965 $ 771,896 Short-term investments 1,121,435 49,358 Accounts receivable, net of allowance of $906 and $657, respectively 11,082 14,592 Prepaids and other current assets 184,992 191,499 Current assets of discontinued operations 2,783,474 1,027,345 Other assets: Long-term investments — 656,584 Goodwill — 4,148 Intangible assets, net — 6,865 Other non-current assets — 1,098 Long-term assets of discontinued operations — 668,695 Total assets of discontinued operations $ 2,783,474 $ 1,696,040 Liabilities Current liabilities: Medical costs payable $ 685,785 $ 554,788 Accounts payable 122,425 60,252 Unearned revenue — 50,710 Risk adjustment payable 1,943,890 931,170 Other current liabilities 31,374 99,120 Current liabilities of discontinued operations 2,783,474 1,696,040 Total liabilities of discontinued operations 2,783,474 1,696,040 |
Schedule of Restructuring and Related Costs | Restructuring charges within our discontinued operations for the year ended December 31, 2022 were as follows (in thousands): Employee termination benefits 16,053 Long-lived asset impairments 5,054 Contract termination and other costs 29,597 Total discontinued operations restructuring charges $ 50,704 (in thousands) : Bright HealthCare Consumer Care Corporate & Eliminations Total Employee termination benefits $ — $ 44 $ 24,033 $ 24,077 Long-lived asset impairments — 2,072 — 2,072 Contract termination and other costs 445 — 5,145 5,590 Total restructuring charges $ 445 $ 2,116 $ 29,178 $ 31,739 |
Schedule of Restructuring Reserve by Type of Cost | Restructuring accrual activity recorded by major type for the year ended December 31, 2022 was as follows; employee termination benefits are within Other current liabilities of discontinued operations while contract termination costs are within Accounts payable of discontinued operations (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2022 $ — $ — $ — Charges 16,053 28,538 44,591 Cash payments — — — Balance at December 31, 2022 $ 16,053 $ 28,538 $ 44,591 (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2022 $ — $ — $ — Charges 24,077 515 24,592 Cash payments — — — Balance at December 31, 2022 $ 24,077 $ 515 $ 24,592 |
Schedule of Debt Securities, Available-for-sale | The following is a summary of our investment securities as of December 31 (in thousands) : 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 622,267 $ 24 $ — $ 622,291 Available for sale: U.S. government and agency obligations 365,040 1 (2,956) 362,085 Corporate obligations 520,097 523 (623) 519,997 State and municipal obligations 9,653 — (80) 9,573 Certificates of deposit 8,760 — (2) 8,758 Mortgage-backed securities 154,864 46 (157) 154,753 Asset backed securities 59,557 — — 59,557 Other 387 — (14) 373 Total available-for-sale securities 1,118,358 570 (3,832) 1,115,096 Held to maturity: U.S. government and agency obligations 5,974 — (159) 5,815 Total held-to-maturity securities 5,974 — (159) 5,815 Total investments $ 1,746,599 $ 594 $ (3,991) $ 1,743,202 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 190,159 $ — $ — $ 190,159 Available for sale: U.S. government and agency obligations 297,912 237 (2,121) 296,028 Corporate obligations 303,754 308 (1,073) 302,989 State and municipal obligations 14,024 29 (35) 14,018 Mortgage backed securities 38,133 62 (66) 38,129 Other 42,417 13 (30) 42,400 Total available-for-sale securities 696,240 649 (3,325) 693,564 Held to maturity: U.S. government and agency obligations 6,313 20 (27) 6,306 Total held-to-maturity securities $ 6,313 $ 20 $ (27) $ 6,306 Total investments $ 892,712 $ 669 $ (3,352) $ 890,029 (in thousands) : 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 340,795 $ 8 $ — $ 340,803 Available for sale: U.S. government and agency obligations 8,742 — (301) 8,441 Corporate obligations 3,401 1 (95) 3,307 State and municipal obligations 712 — (17) 695 Certificates of deposit 3,318 — — 3,318 Mortgage-backed securities 156 — — 156 Asset-backed securities 60 — — 60 Other 1 — — 1 Total available-for-sale securities 16,390 1 (413) 15,978 Held to maturity: U.S. government and agency obligations 685 — — 685 Certificates of deposit 1,947 — — 1,947 Total held-to-maturity securities 2,632 — — 2,632 Total investments $ 359,817 $ 9 $ (413) $ 359,413 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 2,464 $ — $ — $ 2,464 Available for sale: U.S. government and agency obligations 14,024 21 (79) 13,966 Corporate obligations 10,210 18 (31) 10,197 State and municipal obligations 2,098 5 (3) 2,100 Certificates of deposit 18,752 — — 18,752 Mortgage backed securities 425 1 (1) 425 Other 473 — — 473 Total available-for-sale securities 45,982 45 (114) 45,913 Held to maturity: U.S. government and agency obligations 1,426 — — 1,426 Certificates of deposit 1,447 — — 1,447 Total held-to-maturity securities $ 2,873 $ — $ — $ 2,873 Total investments $ 51,319 $ 45 $ (114) $ 51,250 |
Schedule of Debt Securities, Held-to-maturity | The following is a summary of our investment securities as of December 31 (in thousands) : 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 622,267 $ 24 $ — $ 622,291 Available for sale: U.S. government and agency obligations 365,040 1 (2,956) 362,085 Corporate obligations 520,097 523 (623) 519,997 State and municipal obligations 9,653 — (80) 9,573 Certificates of deposit 8,760 — (2) 8,758 Mortgage-backed securities 154,864 46 (157) 154,753 Asset backed securities 59,557 — — 59,557 Other 387 — (14) 373 Total available-for-sale securities 1,118,358 570 (3,832) 1,115,096 Held to maturity: U.S. government and agency obligations 5,974 — (159) 5,815 Total held-to-maturity securities 5,974 — (159) 5,815 Total investments $ 1,746,599 $ 594 $ (3,991) $ 1,743,202 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 190,159 $ — $ — $ 190,159 Available for sale: U.S. government and agency obligations 297,912 237 (2,121) 296,028 Corporate obligations 303,754 308 (1,073) 302,989 State and municipal obligations 14,024 29 (35) 14,018 Mortgage backed securities 38,133 62 (66) 38,129 Other 42,417 13 (30) 42,400 Total available-for-sale securities 696,240 649 (3,325) 693,564 Held to maturity: U.S. government and agency obligations 6,313 20 (27) 6,306 Total held-to-maturity securities $ 6,313 $ 20 $ (27) $ 6,306 Total investments $ 892,712 $ 669 $ (3,352) $ 890,029 (in thousands) : 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 340,795 $ 8 $ — $ 340,803 Available for sale: U.S. government and agency obligations 8,742 — (301) 8,441 Corporate obligations 3,401 1 (95) 3,307 State and municipal obligations 712 — (17) 695 Certificates of deposit 3,318 — — 3,318 Mortgage-backed securities 156 — — 156 Asset-backed securities 60 — — 60 Other 1 — — 1 Total available-for-sale securities 16,390 1 (413) 15,978 Held to maturity: U.S. government and agency obligations 685 — — 685 Certificates of deposit 1,947 — — 1,947 Total held-to-maturity securities 2,632 — — 2,632 Total investments $ 359,817 $ 9 $ (413) $ 359,413 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 2,464 $ — $ — $ 2,464 Available for sale: U.S. government and agency obligations 14,024 21 (79) 13,966 Corporate obligations 10,210 18 (31) 10,197 State and municipal obligations 2,098 5 (3) 2,100 Certificates of deposit 18,752 — — 18,752 Mortgage backed securities 425 1 (1) 425 Other 473 — — 473 Total available-for-sale securities 45,982 45 (114) 45,913 Held to maturity: U.S. government and agency obligations 1,426 — — 1,426 Certificates of deposit 1,447 — — 1,447 Total held-to-maturity securities $ 2,873 $ — $ — $ 2,873 Total investments $ 51,319 $ 45 $ (114) $ 51,250 |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | The table below details the components making up the medical costs payable within current liabilities of discontinued operations as of December 31 (in thousands) : 2022 2021 Claims unpaid $ 60,477 $ 19,773 Provider incentive payable 3,446 11,352 Claims adjustment expense liability 45,932 9,786 Incurred but not reported (IBNR) 575,930 513,877 Total medical costs payable of discontinued operations $ 685,785 $ 554,788 The following table shows the components of the change in medical costs payable for the years ended December 31 (in thousands) : 2022 2021 2020 Medical costs payable – January 1 $ 263,187 $ 121,309 $ 4,458 Incurred related to: Current year 2,201,937 1,298,264 445,620 Prior year 7,456 3,510 6,877 Total incurred 2,209,393 1,301,774 452,497 Paid related to: Current year 1,793,613 1,114,903 458,678 Prior year 267,214 124,462 8,379 Total paid 2,060,827 1,239,365 467,057 Acquired claims liabilities — 79,469 131,411 Medical costs payable – December 31 $ 411,753 $ 263,187 $ 121,309 The table below details the components making up the medical costs payable as of December 31 (in thousands) : 2022 2021 Claims unpaid $ 41,567 $ 17,101 Provider incentive payable 37,771 74,191 Claims adjustment expense liability 7,290 4,346 Incurred but not reported (IBNR) 325,125 167,549 Total medical costs payable $ 411,753 $ 263,187 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 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 December 31 (in thousands) : 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 622,267 $ 24 $ — $ 622,291 Available for sale: U.S. government and agency obligations 365,040 1 (2,956) 362,085 Corporate obligations 520,097 523 (623) 519,997 State and municipal obligations 9,653 — (80) 9,573 Certificates of deposit 8,760 — (2) 8,758 Mortgage-backed securities 154,864 46 (157) 154,753 Asset backed securities 59,557 — — 59,557 Other 387 — (14) 373 Total available-for-sale securities 1,118,358 570 (3,832) 1,115,096 Held to maturity: U.S. government and agency obligations 5,974 — (159) 5,815 Total held-to-maturity securities 5,974 — (159) 5,815 Total investments $ 1,746,599 $ 594 $ (3,991) $ 1,743,202 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 190,159 $ — $ — $ 190,159 Available for sale: U.S. government and agency obligations 297,912 237 (2,121) 296,028 Corporate obligations 303,754 308 (1,073) 302,989 State and municipal obligations 14,024 29 (35) 14,018 Mortgage backed securities 38,133 62 (66) 38,129 Other 42,417 13 (30) 42,400 Total available-for-sale securities 696,240 649 (3,325) 693,564 Held to maturity: U.S. government and agency obligations 6,313 20 (27) 6,306 Total held-to-maturity securities $ 6,313 $ 20 $ (27) $ 6,306 Total investments $ 892,712 $ 669 $ (3,352) $ 890,029 (in thousands) : 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 340,795 $ 8 $ — $ 340,803 Available for sale: U.S. government and agency obligations 8,742 — (301) 8,441 Corporate obligations 3,401 1 (95) 3,307 State and municipal obligations 712 — (17) 695 Certificates of deposit 3,318 — — 3,318 Mortgage-backed securities 156 — — 156 Asset-backed securities 60 — — 60 Other 1 — — 1 Total available-for-sale securities 16,390 1 (413) 15,978 Held to maturity: U.S. government and agency obligations 685 — — 685 Certificates of deposit 1,947 — — 1,947 Total held-to-maturity securities 2,632 — — 2,632 Total investments $ 359,817 $ 9 $ (413) $ 359,413 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 2,464 $ — $ — $ 2,464 Available for sale: U.S. government and agency obligations 14,024 21 (79) 13,966 Corporate obligations 10,210 18 (31) 10,197 State and municipal obligations 2,098 5 (3) 2,100 Certificates of deposit 18,752 — — 18,752 Mortgage backed securities 425 1 (1) 425 Other 473 — — 473 Total available-for-sale securities 45,982 45 (114) 45,913 Held to maturity: U.S. government and agency obligations 1,426 — — 1,426 Certificates of deposit 1,447 — — 1,447 Total held-to-maturity securities $ 2,873 $ — $ — $ 2,873 Total investments $ 51,319 $ 45 $ (114) $ 51,250 |
Schedule of Debt Securities, Held-to-maturity | The following is a summary of our investment securities as of December 31 (in thousands) : 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 622,267 $ 24 $ — $ 622,291 Available for sale: U.S. government and agency obligations 365,040 1 (2,956) 362,085 Corporate obligations 520,097 523 (623) 519,997 State and municipal obligations 9,653 — (80) 9,573 Certificates of deposit 8,760 — (2) 8,758 Mortgage-backed securities 154,864 46 (157) 154,753 Asset backed securities 59,557 — — 59,557 Other 387 — (14) 373 Total available-for-sale securities 1,118,358 570 (3,832) 1,115,096 Held to maturity: U.S. government and agency obligations 5,974 — (159) 5,815 Total held-to-maturity securities 5,974 — (159) 5,815 Total investments $ 1,746,599 $ 594 $ (3,991) $ 1,743,202 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 190,159 $ — $ — $ 190,159 Available for sale: U.S. government and agency obligations 297,912 237 (2,121) 296,028 Corporate obligations 303,754 308 (1,073) 302,989 State and municipal obligations 14,024 29 (35) 14,018 Mortgage backed securities 38,133 62 (66) 38,129 Other 42,417 13 (30) 42,400 Total available-for-sale securities 696,240 649 (3,325) 693,564 Held to maturity: U.S. government and agency obligations 6,313 20 (27) 6,306 Total held-to-maturity securities $ 6,313 $ 20 $ (27) $ 6,306 Total investments $ 892,712 $ 669 $ (3,352) $ 890,029 (in thousands) : 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 340,795 $ 8 $ — $ 340,803 Available for sale: U.S. government and agency obligations 8,742 — (301) 8,441 Corporate obligations 3,401 1 (95) 3,307 State and municipal obligations 712 — (17) 695 Certificates of deposit 3,318 — — 3,318 Mortgage-backed securities 156 — — 156 Asset-backed securities 60 — — 60 Other 1 — — 1 Total available-for-sale securities 16,390 1 (413) 15,978 Held to maturity: U.S. government and agency obligations 685 — — 685 Certificates of deposit 1,947 — — 1,947 Total held-to-maturity securities 2,632 — — 2,632 Total investments $ 359,817 $ 9 $ (413) $ 359,413 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Cash equivalents $ 2,464 $ — $ — $ 2,464 Available for sale: U.S. government and agency obligations 14,024 21 (79) 13,966 Corporate obligations 10,210 18 (31) 10,197 State and municipal obligations 2,098 5 (3) 2,100 Certificates of deposit 18,752 — — 18,752 Mortgage backed securities 425 1 (1) 425 Other 473 — — 473 Total available-for-sale securities 45,982 45 (114) 45,913 Held to maturity: U.S. government and agency obligations 1,426 — — 1,426 Certificates of deposit 1,447 — — 1,447 Total held-to-maturity securities $ 2,873 $ — $ — $ 2,873 Total investments $ 51,319 $ 45 $ (114) $ 51,250 |
Schedule of Available-for-sale Investment With Gross Unrealized Losses | The fair value of available-for-sale investments, including those that are cash equivalents, with gross unrealized losses by major security type and length of time that individual securities have been in a continuous unrealized loss position at December 31 were as follows (in thousands) : December 31, 2022 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Value Unrealized U.S. government and agency obligations $ 1,316 $ (31) $ 6,808 $ (270) $ 8,124 $ (301) Corporate obligations 740 (9) 2,061 (86) 2,801 (95) State and municipal obligations 340 (2) 344 (15) 684 (17) Mortgage-backed securities 2 — — — 2 — Other — — 1 — 1 — Total bonds $ 2,398 $ (42) $ 9,214 $ (371) $ 11,612 $ (413) December 31, 2021 Less Than 12 Months 12 Months or Greater Total Description of Investments Fair Unrealized Fair Unrealized Fair Value Unrealized U.S. government and agency obligations 10,688 (79) — — 10,688 (79) Corporate obligations 7,324 (31) — — 7,324 (31) State and municipal obligations 1,227 (3) — — 1,227 (3) Mortgage-backed securities 361 (1) — — 361 (1) Other 321 — — — 321 — Total bonds $ 19,921 $ (114) $ — $ — $ 19,921 $ (114) |
Schedule of Available-for-sale Securities by Contractual Maturity | As of December 31, 2022, the maturity of available-for-sale securities, by contractual maturity, reflected at amortized cost and fair value were as follows (in thousands) : 2022 Amortized Fair Due in one year or less $ 10,756 $ 10,592 Due after one year through five years 5,288 5,039 Due after five years through 10 years 342 343 Due after 10 years 4 4 Total debt securities $ 16,390 $ 15,978 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and 2021, for assets measured at fair value on a recurring basis (in thousands) : 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 316,752 $ 15,601 $ — $ 332,353 Fixed maturity securities, available for sale: U.S. government and agency obligations 6,354 2,087 — 8,441 Corporate obligations — 3,307 — 3,307 State and municipal obligations — 695 — 695 Certificates of deposit — 3,318 — 3,318 Mortgage-backed securities — 156 — 156 Asset-backed securities — 60 — 60 Other — 1 — 1 Total fixed maturity securities, available for sale: 6,354 9,624 — 15,978 Total assets at fair value $ 323,106 $ 25,225 $ — $ 348,331 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 2,450 $ 3 $ — $ 2,453 Fixed maturity securities, available for sale: U.S. government and agency obligations 9,575 4,391 — 13,966 Corporate obligations 26 10,172 — 10,198 State and municipal obligations — 2,100 — 2,100 Certificates of deposit — 18,752 — 18,752 Mortgage-backed securities 26 398 — 424 Other — 473 — 473 Total fixed maturity securities, available for sale: $ 9,627 $ 36,286 $ — $ 45,913 Equity securities 120,364 — — 120,364 Total assets at fair value $ 132,441 $ 36,289 $ — $ 168,730 |
Fair Value Disclosure of Asset and Liability Not Measured at Fair Value | The following tables set forth the Company’s fair value measurements as of December 31, 2022 and 2021, for certain financial instruments not measured at fair value on a recurring basis (in thousands) : 2022 Level 1 Level 2 Level 3 Total Cash equivalents, held to maturity $ 8,450 $ — $ — $ 8,450 Fixed maturity securities, held to maturity: U.S. government and agency obligations 685 — — 685 Certificates of deposit — 1,947 — 1,947 Total held to maturity $ 9,135 $ 1,947 $ — $ 11,082 2021 Level 1 Level 2 Level 3 Total Cash equivalents $ 12 $ — $ — $ 12 Held to Maturity: U.S. government and agency obligations 1,425 — — 1,425 Certificates of deposit — 1,447 — 1,447 Total held to maturity $ 1,437 $ 1,447 $ — $ 2,884 |
PROPERTY, EQUIPMENT AND CAPIT_2
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Capitalized Software | Property, equipment and capitalized software at December 31, 2022 and 2021, consists of the following (in thousands) : 2022 2021 Software $ 50,000 $ 38,800 Leasehold improvements 9,585 7,135 Medical equipment 586 586 Other equipment 652 504 Gross property, equipment, and capitalized software 60,823 47,025 Less accumulated depreciation (18,227) (8,681) Property, equipment, and capitalized software, net $ 42,596 $ 38,344 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying value of goodwill by reportable segment were as follows (in thousands) : Bright HealthCare Consumer Care Gross Carrying Cumulative Gross Carrying Cumulative Balance at January 1, 2021 $ 197,886 $ — $ 65,149 $ — Impairment losses — — — — Acquisitions 236,037 — 337,133 — Purchase adjustments (5,213) — — — Balance at December 31, 2021 428,710 — 402,282 — Impairment losses — 70,017 — — Acquisitions — — 310 — Goodwill dispositions — — (1,207) — Balance at December 31, 2022 $ 428,710 $ 70,017 $ 401,385 $ — |
Schedule of Finite-Lived Intangible Assets | The gross carrying value and accumulated amortization for definite-lived intangible ass ets were as follows (in thousands) : December 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Gross Carrying Amount Accumulated Customer relationships $ 204,221 $ 41,604 $ 206,321 $ 21,560 Trade names 95,261 12,812 96,041 6,578 Provider networks — — 59,000 6,556 Developed technology — — 6,300 675 Other 5,400 1,383 5,400 698 Total $ 304,882 $ 55,799 $ 373,062 $ 36,067 |
Finite-lived Intangible Assets Amortization Expense | Estimated full year amortization expense relating to intangible assets for each of the next five years ending December 31 is as follows (in thousands) : 2023 $ 27,164 2024 $ 27,025 2025 $ 27,025 2026 $ 27,025 2027 $ 27,025 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | Restructuring charges within our discontinued operations for the year ended December 31, 2022 were as follows (in thousands): Employee termination benefits 16,053 Long-lived asset impairments 5,054 Contract termination and other costs 29,597 Total discontinued operations restructuring charges $ 50,704 (in thousands) : Bright HealthCare Consumer Care Corporate & Eliminations Total Employee termination benefits $ — $ 44 $ 24,033 $ 24,077 Long-lived asset impairments — 2,072 — 2,072 Contract termination and other costs 445 — 5,145 5,590 Total restructuring charges $ 445 $ 2,116 $ 29,178 $ 31,739 |
Schedule of Restructuring Reserve by Type of Cost | Restructuring accrual activity recorded by major type for the year ended December 31, 2022 was as follows; employee termination benefits are within Other current liabilities of discontinued operations while contract termination costs are within Accounts payable of discontinued operations (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2022 $ — $ — $ — Charges 16,053 28,538 44,591 Cash payments — — — Balance at December 31, 2022 $ 16,053 $ 28,538 $ 44,591 (in thousands) : Employee Termination Benefits Contract Termination Costs Total Balance at January 1, 2022 $ — $ — $ — Charges 24,077 515 24,592 Cash payments — — — Balance at December 31, 2022 $ 24,077 $ 515 $ 24,592 |
MEDICAL COSTS PAYABLE (Tables)
MEDICAL COSTS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Insurance [Abstract] | |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | The table below details the components making up the medical costs payable within current liabilities of discontinued operations as of December 31 (in thousands) : 2022 2021 Claims unpaid $ 60,477 $ 19,773 Provider incentive payable 3,446 11,352 Claims adjustment expense liability 45,932 9,786 Incurred but not reported (IBNR) 575,930 513,877 Total medical costs payable of discontinued operations $ 685,785 $ 554,788 The following table shows the components of the change in medical costs payable for the years ended December 31 (in thousands) : 2022 2021 2020 Medical costs payable – January 1 $ 263,187 $ 121,309 $ 4,458 Incurred related to: Current year 2,201,937 1,298,264 445,620 Prior year 7,456 3,510 6,877 Total incurred 2,209,393 1,301,774 452,497 Paid related to: Current year 1,793,613 1,114,903 458,678 Prior year 267,214 124,462 8,379 Total paid 2,060,827 1,239,365 467,057 Acquired claims liabilities — 79,469 131,411 Medical costs payable – December 31 $ 411,753 $ 263,187 $ 121,309 The table below details the components making up the medical costs payable as of December 31 (in thousands) : 2022 2021 Claims unpaid $ 41,567 $ 17,101 Provider incentive payable 37,771 74,191 Claims adjustment expense liability 7,290 4,346 Incurred but not reported (IBNR) 325,125 167,549 Total medical costs payable $ 411,753 $ 263,187 |
Short-duration Insurance Contracts, Claims Development | The information about incurred and paid claims development for the years ended December 31, 2020 through 2022 is presented as supplementary information as follows and is inclusive of claims incurred and paid related to BND, PMA, CHP and Centrum prior and subsequent to the acquisition dates (in thousands) : Incurred Claims and Allocated Claim Adjustment Total Incurred but For the Years Ended December 31, (Unaudited) (Unaudited) Accident Year 2020 2021 2022 2020 1,180,234 1,180,196 1,182,477 1,190 2021 1,408,909 1,416,365 2,255 2022 2,201,937 397,100 Total $ 4,800,779 Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance (in thousands) For the Years Ended December 31, (Unaudited) (Unaudited) Accident Year 2020 2021 2022 2020 979,099 1,176,014 1,181,287 2021 1,150,523 1,414,110 2022 1,804,837 Total $ 4,400,234 All outstanding liabilities before 2020, net of reinsurance 16 Liabilities for claim and claim adjustment expenses, net of reinsurance $ 400,561 December 31, 2022 Net outstanding liabilities $ 400,561 Reinsurance recoverable on unpaid claims 11,192 Total gross liability for unpaid claims and claims $ 411,753 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The calculated value of each option award is estimated on the date of grant using a Black- Scholes option valuation model that used the following assumptions for options granted during 2022, 2021 and 2020: 2022 2021 2020 Risk-free interest rate 1.9 % 0.8 % 0.9 % Expected volatility 54.3 % 33.4 % 31.3 % Expected dividend rate 0.0 % 0.0 % 0.0 % Forfeiture rate 10.2 % 14.4 % 14.5 % Expected life in years 6.0 6.1 6.1 |
Schedule of Share-based Payment Arrangement, Option, Activity | The activity for the stock options for the year ended December 31, 2022 is as follows (in thousands, except exercise price and contractual life) : Shares Weighted- Weighted-Average Aggregate Outstanding at January 1, 2022 69,244 1.84 8.2 $ 113,908 Granted 8,479 1.83 Exercised (1,232) 1.07 Forfeited (10,156) 2.05 Expired (2,044) 2.02 Outstanding at December 31, 2022 64,291 $ 1.82 6.7 $ 82 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes RSU award activity for the year ended December 31, 2022 ( in thousands, except weighted average grant date fair value ) : RSU Number of RSUs Weighted Average Grant Date Fair Value Unvested RSUs at January 1, 2022 15,651 $ 3.98 RSUs granted 30,272 1.74 RSUs vested (391) 5.04 RSUs canceled (7,965) 2.97 Unvested RSUs at December 31, 2022 37,567 $ 2.37 |
Share-based Payment Arrangement, Performance Shares, Activity | The following table summarizes PSU award activity for the year ended December 31, 2022 (in thousands, except weighted average grant date fair value) : PSU Number of PSUs Weighted Average Grant Date Fair Value Unvested PSUs at January 1, 2022 14,700 $ 9.30 PSUs granted — — PSUs canceled (4,200) 9.30 Unvested PSUs at December 31, 2022 10,500 $ 9.30 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31 (in thousands, except for per share amounts) : 2022 2021 2020 Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends $ (773,316) $ (329,607) $ (161,222) Loss from discontinued operations (721,915) (855,255) (87,220) Net loss attributable to Bright Health Group, Inc. common shareholders $ (1,495,231) $ (1,184,862) $ (248,442) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 629,459 392,243 136,193 Basic and diluted loss per share attributable to Bright Health Group, Inc. common shareholders Continuing operations $ (1.23) $ (0.84) $ (1.18) Discontinued operations $ (1.15) $ (2.18) $ (0.64) Net loss per share attributable to common stockholders, basic and diluted $ (2.38) $ (3.02) $ (1.82) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the years ended December 31 (in thousands) : 2022 2021 2020 Redeemable preferred stock 318,531 — 417,437 Stock options to purchase common stock 64,291 69,244 63,925 Restricted stock units 37,567 15,651 — Total 420,389 84,895 481,362 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) for the years ended December 31, 2022, 2021 and 2020 are as follows (in thousands) : 2022 2021 2020 Current $ 1,648 $ 84 $ — Deferred 2,032 (26,605) (9,161) Total income tax expense (benefit) $ 3,680 $ (26,521) $ (9,161) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory tax rate (21%) to the effective income tax rate for the years ended December 31, 2022, 2021 and 2020, is as follows (in thousands) : 2022 2021 2020 Tax benefit at federal statutory rate $ (153,289) $ (254,391) $ (52,173) Increase (decrease) in income taxes resulting from: Adjustment to deferred tax valuation allowance 98,695 219,478 43,012 Permanent adjustments - book NCI reversal adjustment 20,089 1,364 — Permanent adjustments - impairment 17,239 — — Permanent adjustments - compensation related 16,644 13,342 — Permanent adjustments - other 2,520 816 — State income taxes, net of federal benefit 1,714 (9,158) — Prior year adjustments (57) (306) — Other, net 125 2,334 — Income tax expense (benefit) $ 3,680 $ (26,521) $ (9,161) Effective tax rate (0.5 %) 2.2 % 3.6 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences related to deferred tax assets and liabilities for the years ended December 31, 2022 and 2021, are as follows (in thousands) : 2022 2021 Deferred tax assets: Net operating loss carryforward $ 687,867 $ 364,574 Premiums received in advance 536 2,314 Accrued salaries and benefits 39,112 11,194 Section 195 startup expenditures 2,661 2,164 Adjustment for noncontrolling interest — 5,209 Intangible amortization 23,427 2,798 Transaction costs 2,255 1,472 Depreciation expense 3,579 653 Investment loss — 232 Unrealized loss 15,292 — Claims Incurred but not Reported (IBNR) 34,267 1,994 Other 6,186 1,273 Total deferred tax assets 815,182 393,877 Less valuation allowance (729,683) (331,625) Total deferred tax assets, net valuation allowance 85,499 62,252 Deferred tax liabilities: Prepaid expenses (11,291) (7,972) Fixed assets (458) (458) Goodwill and intangible assets (64,336) (38,712) Unrealized gains — (16,147) Adjustment for noncontrolling interest (3,237) — Investment income (9,241) — Total deferred tax liabilities (88,563) (63,289) Net deferred tax liabilities $ (3,064) $ (1,037) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Assets and Liabilities | At December 31, 2022 and 2021, the assets and liabilities related to operating leases in our Consolidated Balance Sheets are as follows (in thousands) : Balance Sheet Location 2022 2021 Assets Operating lease ROU assets Other non-current assets $ 39,066 $ 45,345 Liabilities Operating lease liabilities — current Other current liabilities 12,660 13,227 Operating lease liabilities — noncurrent Other liabilities 33,451 37,039 Total lease liabilities $ 46,111 $ 50,266 |
Lease, Cost | Supplemental cash flow and noncash information related to our operating leases was as follows (in thousands) : 2022 2021 Operating cash flows from operating leases $ 20,385 $ 16,616 ROU assets obtained in exchange for new lease liabilities 7,417 14,932 ROU assets obtained from acquisitions — 11,956 Weighted-average remaining lease term (in years) 5.0 5.2 Weighted-average discount rate 6.0 % 6.0 % |
Lessee, Operating Lease, Liability, Maturity | At December 31, 2022, future minimum annual lease payments under all noncancelable operating leases are as follows (in thousands) : Minimum Lease Payments Years ending December 31: 2023 $ 13,067 2024 11,842 2025 9,242 2026 7,271 2027 4,780 Thereafter 7,636 Undiscounted future minimum payments 53,838 Imputed interest (7,727) Total reported lease liability $ 46,111 |
SEGMENT AND GEOGRAPHICAL INFO_2
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Financial Information | The following tables present the reportable segment financial information for the years ended December 31, 2022, 2021 and 2020 (in thousands) : Year Ended December 31, 2022 Bright HealthCare Consumer Care Corporate & Eliminations Consolidated Premium revenue $ 1,652,045 $ 112,904 $ — $ 1,764,949 Direct Contracting revenue — 654,087 — 654,087 Service revenue — 48,013 — 48,013 Investment income 410 (55,429) — (55,019) Total unaffiliated revenue 1,652,455 759,575 — 2,412,030 Affiliated revenue — 1,029,032 (1,029,032) — Total segment revenue 1,652,455 1,788,607 (1,029,032) 2,412,030 Operating loss (173,834) (315,744) (132,670) (622,248) Depreciation and amortization $ 17,702 $ 24,252 $ 8,476 $ 50,430 Goodwill Impairment 70,017 1,208 — 71,225 Intangible Assets Impairment — 42,611 — 42,611 Restructuring charges 445 2,116 29,178 31,739 Year Ended December 31, 2021 Bright HealthCare Consumer Care Corporate & Eliminations Consolidated Premium revenue $ 1,297,273 $ 93,057 $ — $ 1,390,330 Service revenue — 42,469 — 42,469 Investment income (80) 80,314 — 80,234 Total unaffiliated revenue 1,297,193 215,840 — 1,513,033 Affiliated revenue — 245,334 (245,334) — Total segment revenue 1,297,193 461,174 (245,334) 1,513,033 Operating loss (169,107) (114,921) (59,599) (343,627) Depreciation and amortization $ 14,245 $ 18,333 $ 2,471 $ 35,049 Year Ended December 31, 2020 Bright HealthCare Consumer Care Corporate & Eliminations Consolidated Premium revenue $ 480,112 $ 7,793 $ — $ 487,905 Service revenue — 18,514 — 18,514 Investment income 8,468 — — 8,468 Total unaffiliated revenue 488,580 26,307 — 514,887 Affiliated revenue — 10,840 (10,840) — Total segment revenue 488,580 37,147 (10,840) 514,887 Operating loss (43,634) (8,707) (118,042) (170,383) Depreciation and amortization $ 1,477 $ 1,895 $ 4,917 $ 8,289 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table provides details of our redeemable noncontrolling interest activity for the years ended December 31, 2022 and 2021 (in thousands) : Redeemable Noncontrolling Interest Balance at December 31, 2020 $ 39,600 Acquisitions 82,310 Loss attributable to noncontrolling interest (29,263) Measurement adjustment 35,760 Balance at December 31, 2021 $ 128,407 Earnings attributable to noncontrolling interest 29,883 Distributions (4,311) Measurement adjustment 65,779 Balance at December 31, 2022 $ 219,758 |
DIRECT CONTRACTING (Tables)
DIRECT CONTRACTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule Of Performance Guarantees | The tables below include the financial statement impacts of the performance guarantee at December 31, 2022 and for the year then ended (in thousands): December 31, 2022 Direct contracting performance year receivable (1)(2) $ 99,181 Direct contracting performance year obligation (2) — (1) We estimate there to be $97.1 million in in-network and out-of-network claims incurred by beneficiaries aligned to our DCE but not reported as of December 31, 2022; this is included in medical costs payable on the Consolidated Balance Sheet. (2) Our CMS benchmark was reduced by $71.6 million during the year ended December 31, 2022. 2022 Amortization of Direct contracting performance year receivable $ 554,905 Amortization of Direct contracting performance year obligation 654,087 Direct contracting revenue 654,087 |
QUARTERLY FINANCIAL INFORMATI_2
QUARTERLY FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following tables provide details of our quarterly financial information for the years ended December 31, 2022 and 2021 (in thousands) : 2022 First Quarter Second Quarter Third Quarter Fourth Quarter Operating Revenues $ 644,559 $ 599,222 $ 598,875 $ 569,374 Operating Income (Loss) from continuing operations, net of tax (77,062) (182,648) (200,790) (177,465) Operating Income (Loss) from discontinued operations, net of tax (17,115) (155,134) (69,339) (480,327) Less: Income attributable to non-controlling interests (1,413) (36,528) (46,711) (11,012) Less: Preferred Stock Dividends Accrued (8,938) (9,461) (9,684) (11,604) Income (Loss) attributable to Bright Health Group, Inc. common shareholders $ (104,528) $ (383,771) $ (326,524) $ (680,408) Basic and diluted loss per share attributable to Bright Health Group, Inc. common shareholders Continuing operations $ (0.14) $ (0.36) $ (0.41) $ (0.32) Discontinued operations (0.03) (0.25) (0.11) (0.76) Basic and diluted loss per share (0.17) (0.61) (0.52) (1.08) 2021 First Quarter Second Quarter Third Quarter Fourth Quarter Operating Revenues $ 252,748 $ 415,105 $ 464,957 $ 380,223 Operating Income (Loss) from continuing operations, net of tax (47,620) (29,442) (76,643) (169,405) Operating Income (Loss) from discontinued operations, net of tax 23,075 (14,281) (217,288) (646,761) Less: Income attributable to non-controlling interests (617) (795) (3,942) (1,143) Less: Preferred Stock Dividends Accrued — — — — Income (Loss) attributable to Bright Health Group, Inc. common shareholders $ (25,162) $ (44,518) $ (297,873) $ (817,309) Basic and diluted loss per share attributable to Bright Health Group, Inc. common shareholders Continuing operations $ (0.34) $ (0.19) $ (0.13) $ (0.27) Discontinued operations 0.16 (0.09) (0.34) (1.03) Basic and diluted loss per share (0.18) (0.28) (0.47) (1.30) |
CONDENSED FINANCIAL INFORMATI_2
CONDENSED FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Balance Sheet | Bright Health Group, Inc. Parent Company Condensed Balance Sheets As of December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 335 $ 971 Short-term investments 1,619 1,119 Investment in subsidiaries 1,037,067 1,301,937 Other assets 73 2,885 Total assets 1,039,094 1,306,912 Liabilities, Redeemable Preferred Stock and Shareholders’ Equity (Deficit) Current liabilities: Related-party payable, net 4,527 988 Short-term borrowings 303,947 155,000 Other current liabilities 6,264 2,469 Total liabilities 314,738 158,457 Commitments and contingencies (Note 15) Redeemable Series A preferred stock, $0.0001 par value; 750,000 and — shares authorized in 2022 and 2021, respectively; 750,000 and — shares issued and outstanding in 2022 and 2021, respectively 747,481 — Redeemable Series B preferred stock, $0.0001 par value; 175,000 shares authorized in 2022 and 2021, respectively; 175,000 and — shares issued and outstanding in 2022 and 2021, respectively 172,936 — Shareholders’ equity (deficit): Common stock, $0.0001 par value; 3,000,000,000 and 3,000,000,000 shares authorized in 2022 and 2021, respectively; 630,271,508 and 628,622,872 shares issued and outstanding in 2022 and 2021, respectively 63 63 Additional paid-in capital 2,972,271 2,861,243 Retained earnings (deficit) (3,156,395) (1,700,851) Treasury stock, at cost, 2,522,148 shares at December 31, 2022 and 2021 (12,000) (12,000) Total shareholders’ equity (deficit) (196,061) 1,148,455 Total liabilities, redeemable preferred stock and shareholders’ equity (deficit) $ 1,039,094 $ 1,306,912 |
Condensed Statements of Income (Loss) and Comprehensive Income (Loss) | Bright Health Group, Inc. Parent Company Condensed Statements of Income (Loss) and Comprehensive Income (Loss) For the Years Ended December 31, 2022 2021 2020 Revenue: Investment income $ (36) $ 30 $ 26 Total revenue (36) 30 26 Operating costs: Operating costs 112,867 69,170 5,867 Total operating costs 112,867 69,170 5,867 Interest expense 12,822 7,732 — Loss before income taxes and equity in net loss of subsidiaries (125,725) (76,872) (5,841) Income tax expense (benefit) 43 17 — Loss before equity in net loss of subsidiaries (125,768) (76,889) (5,841) Equity in net loss of subsidiaries (1,329,776) (1,107,973) (242,601) Net loss (1,455,544) (1,184,862) (248,442) Unrealized investment holding (losses) gains (5,267) (6,163) 1,556 Less: reclassification adjustments for investment (losses) gains (4,173) (402) 112 Other comprehensive (loss) income (1,094) (5,761) 1,444 Comprehensive loss $ (1,456,638) $ (1,190,623) $ (246,998) |
Condensed Statements of Cash Flow | Bright Health Group, Inc. Parent Company Condensed Statements of Cash Flows For the Years Ended December 31, 2022 2021 2020 Net cash provided by (used in) operating activities (5,910) (4,888) (168) Cash flows from investing activities: Purchases of investments (500) — (1,119) Proceeds from sales, paydown, and maturities of investments. — — 1,191 Capital contributions to operating subsidiaries (1,064,595) (607,699) (480,869) Business acquisition, net of cash acquired (310) (431,791) (230,331) Net cash used in investing activities (1,065,405) (1,039,490) (711,128) Cash flows from financing activities: Proceeds from issuance of preferred stock 920,417 — 711,200 Proceeds from issuance of common stock 1,315 11,390 1,241 Proceeds from short-term borrowings 303,947 355,000 — Repayments of short-term borrowings (155,000) (200,000) — Payments for debt issuance costs — (3,391) — Proceeds from IPO — 887,328 — Payments for IPO offering costs — (6,686) — Net cash provided by financing activities 1,070,679 1,043,641 712,441 Net increase (decrease) in cash and cash equivalents (636) (737) 1,145 Cash and cash equivalents – beginning of year 971 1,708 563 Cash and cash equivalents – end of year $ 335 $ 971 $ 1,708 |
ORGANIZATION AND OPERATIONS (De
ORGANIZATION AND OPERATIONS (Details) | Jan. 01, 2022 direct_contracting_entity |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of direct contracting entities | 2 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Oct. 10, 2022 USD ($) | Mar. 03, 2023 USD ($) | Oct. 31, 2022 USD ($) | Apr. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) reportingUnit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 01, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Risk adjustment receivable, current | $ 62,200,000 | $ 75,300,000 | $ 62,200,000 | $ 75,300,000 | ||||||||||||
Percentage of claim cost | 80% | |||||||||||||||
Threshold of individual beneficiary | 7,050,000 | $ 7,050,000 | ||||||||||||||
Prescription drug benefits, receivables | 6,700,000 | 24,100,000 | 6,700,000 | 24,100,000 | ||||||||||||
Prescription drug benefits, payable | 24,600,000 | 9,800,000 | 24,600,000 | 9,800,000 | ||||||||||||
Risk corridor payable | 15,200,000 | 4,100,000 | 15,200,000 | 4,100,000 | ||||||||||||
Policy premiums, rebates payable | 500,000 | 1,100,000 | 500,000 | 1,100,000 | ||||||||||||
Quality incentive and shared savings payables | 37,800,000 | 74,200,000 | 37,800,000 | 74,200,000 | ||||||||||||
Claims adjustment expense liability | 10,600,000 | 5,100,000 | 10,600,000 | 5,100,000 | ||||||||||||
Short-term investments | 13,206,000 | 144,477,000 | 13,206,000 | 144,477,000 | ||||||||||||
Prepaid reinsurance premiums | 14,900,000 | 3,400,000 | 14,900,000 | 3,400,000 | ||||||||||||
Reinsurance payable | 4,700,000 | 9,800,000 | 4,700,000 | 9,800,000 | ||||||||||||
Net reinsurance recoveries | 9,500,000 | (1,500,000) | $ 4,000,000 | |||||||||||||
Quota share ceding fees and reimbursable administrative expenses | 0 | 600,000 | 1,500,000 | |||||||||||||
Risk sharing payable | 30,600,000 | 68,500,000 | 30,600,000 | 68,500,000 | ||||||||||||
Risk sharing receivable | 17,800,000 | 12,700,000 | 17,800,000 | 12,700,000 | ||||||||||||
Premium deficiency reserve | 0 | 9,400,000 | 0 | 9,400,000 | ||||||||||||
Impairment of long-lived assets | 43,500,000 | 0 | 0 | |||||||||||||
Impairment of intangible assets | $ 49,331,000 | 0 | 0 | |||||||||||||
Number of reporting units | reportingUnit | 2 | |||||||||||||||
Goodwill impairment | $ 71,225,000 | 0 | 0 | |||||||||||||
Net loss | (177,465,000) | $ (200,790,000) | $ (182,648,000) | $ (77,062,000) | (169,405,000) | $ (76,643,000) | $ (29,442,000) | $ (47,620,000) | (637,965,000) | (323,110,000) | (161,222,000) | |||||
Bright HealthCare | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Impairment of intangible assets | 42,600,000 | 0 | $ 0 | |||||||||||||
Goodwill impairment | 70,017,000 | 0 | ||||||||||||||
Series B Preferred Stock | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Proceeds from sale of stock | $ 175,000,000 | $ 175,000,000 | ||||||||||||||
Revolving Credit Facility | Line of Credit | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Revolving credit facility | 350,000,000 | 350,000,000 | $ 350,000,000 | |||||||||||||
Revolving Credit Facility | Line of Credit | Forecast | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Debt instrument, covenant subject to a minimum liquidity | $ 85,000,000 | |||||||||||||||
Revolving Credit Facility | Line of Credit | Subsequent Event | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Debt instrument, covenant subject to a minimum liquidity | $ 75,000,000 | |||||||||||||||
Pledged Certificates Of Deposit | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Short-term investments | 1,900,000 | 1,400,000 | 1,900,000 | 1,400,000 | ||||||||||||
Statutory Deposits | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Investments | $ 9,100,000 | $ 1,400,000 | $ 9,100,000 | $ 1,400,000 | ||||||||||||
Minimum | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Property, plant and capitalized software, estimated useful lives | 3 years | |||||||||||||||
Maximum | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Property, plant and capitalized software, estimated useful lives | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Operating Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Compensation and fringe benefits | $ 355,084 | $ 257,815 | $ 92,863 |
Professional fees | 69,711 | 70,472 | 50,699 |
Marketing and selling expenses | 82,340 | 76,923 | 34,561 |
Premium taxes and fees | 4,288 | 5,801 | 1,182 |
Premium deficiency reserve | (9,357) | 9,357 | 0 |
General and administrative expenses | 77,045 | 60,266 | 25,409 |
Other operating expenses | 52,919 | 46,819 | 20,349 |
Total operating costs | $ 632,030 | $ 527,453 | $ 225,063 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Jul. 01, 2021 | Apr. 01, 2021 | Mar. 31, 2021 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Centrum | ||||||
Business Acquisition [Line Items] | ||||||
Voting interest acquired | 75% | |||||
Payments to acquire business, gross | $ 222,400 | |||||
Equity interest issued | 75,000 | |||||
Total consideration | 296,200 | |||||
Cash acquired | $ 1,200 | |||||
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 Contracts | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 4 years 6 months | |||||
CHP | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire business, gross | $ 276,000 | |||||
Equity interest issued | 79,800 | |||||
Cash acquired | 84,100 | |||||
Working capital adjustment | 13,900 | |||||
Total purchase consideration | $ 285,599 | |||||
Pro forma, revenue | $ 1,600,000 | |||||
Pro forma, net loss | (311,700) | |||||
CHP | Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 15 years | |||||
CHP | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 10 years | |||||
CHP | Provider Network | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 7 years | |||||
THNM | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire business, gross | $ 27,500 | |||||
Cash acquired | 24,100 | |||||
Working capital adjustment | 8,100 | |||||
Total purchase consideration | $ (4,700) | |||||
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 business, gross | $ 73,000 | |||||
Equity interest issued | 55,100 | |||||
Total consideration | 69,800 | |||||
Cash acquired | 3,200 | |||||
Tangible net equity adjustment | $ 500 | |||||
Zipnosis | Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 5 years | |||||
Zipnosis | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 15 years | |||||
Zipnosis | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 7 years | |||||
THNM And Zipnosis | ||||||
Business Acquisition [Line Items] | ||||||
Pro forma, revenue | 1,500,000 | |||||
Pro forma, net loss | (324,200) | |||||
PMA | ||||||
Business Acquisition [Line Items] | ||||||
Voting interest acquired | 62% | |||||
Payments to acquire business, gross | $ 59,600 | |||||
Equity interest issued | 17,800 | |||||
Total consideration | 74,200 | |||||
Cash acquired | 3,200 | |||||
Transaction costs | $ 700 | |||||
Pro forma, revenue | 1,300,000 | |||||
Pro forma, net loss | $ (239,900) | |||||
PMA | Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 15 years | |||||
Intangible assets acquired | $ 5,800 | |||||
PMA | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 60,500 | |||||
PMA | Customer Relationships | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 7 years | |||||
PMA | Customer Relationships | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 10 years | |||||
BND | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire business, gross | $ 206,900 | |||||
Equity interest issued | 80,000 | |||||
Total consideration | 210,100 | |||||
Cash acquired | 32,800 | |||||
Total purchase consideration | 210,090 | |||||
Transaction costs | 3,800 | |||||
Pro forma, revenue | $ 1,400,000 | |||||
Pro forma, net loss | $ (264,400) | |||||
Business combination, escrow adjustment | $ (44,000) | |||||
BND | Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 15 years | |||||
Intangible assets acquired | $ 25,600 | |||||
BND | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 12 years | |||||
Intangible assets acquired | $ 46,900 | |||||
BND | Provider Network | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life | 10 years | |||||
Intangible assets acquired | $ 2,000 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | Apr. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 |
Business Acquisition, Date of Acquisition [Abstract] | |||||||
Goodwill | $ 760,078 | $ 830,992 | |||||
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 non-current assets | 8,917 | ||||||
Total assets | 116,345 | ||||||
Medical costs payable | 19 | ||||||
Accounts payable | 359 | ||||||
Other current liabilities | 861 | ||||||
Other liabilities | 11,636 | ||||||
Total liabilities | 12,875 | ||||||
Net identified assets acquired | 103,470 | ||||||
Goodwill | 275,066 | ||||||
Redeemable noncontrolling interest | (82,310) | ||||||
Total purchase consideration | $ 296,226 | ||||||
CHP | |||||||
Business Acquisition, Date of Acquisition [Abstract] | |||||||
Accounts receivable | $ 17,240 | ||||||
Short-term investments | 19,041 | ||||||
Prepaids and other current assets | 25,530 | ||||||
Property and equipment | 370 | ||||||
Intangible assets | 102,000 | ||||||
Other non-current 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 | $ 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 non-current assets | 1,324 | ||||||
Total assets | 36,024 | ||||||
Medical costs payable | 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 | (4,700) | ||||||
Total purchase consideration | (4,658) | ||||||
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 non-current assets | 766 | ||||||
Total assets | 11,381 | ||||||
Medical costs payable | 0 | ||||||
Accounts payable | 136 | ||||||
Unearned revenue | 120 | ||||||
Other current liabilities | 665 | ||||||
Other liabilities | 2,730 | ||||||
Total liabilities | 3,651 | ||||||
Net identified assets acquired | 7,730 | ||||||
Goodwill | 62,067 | ||||||
Total purchase consideration | $ 69,797 | ||||||
PMA | |||||||
Business Acquisition, Date of Acquisition [Abstract] | |||||||
Accounts receivable | $ 10,238 | ||||||
Prepaids and other current assets | 76 | ||||||
Property and equipment | 1,071 | ||||||
Intangible assets | 66,300 | ||||||
Other non-current assets | 6,468 | ||||||
Total assets | 84,153 | ||||||
Medical costs payable | 6,973 | ||||||
Other current liabilities | 3,004 | ||||||
Other liabilities | 5,534 | ||||||
Total liabilities | 15,511 | ||||||
Net identified assets acquired | 68,642 | ||||||
Goodwill | 45,142 | ||||||
Redeemable noncontrolling interest | (39,600) | ||||||
Total purchase consideration | $ 74,184 | ||||||
BND | |||||||
Business Acquisition, Date of Acquisition [Abstract] | |||||||
Accounts receivable | $ 74,128 | ||||||
Prepaids and other current assets | 30,583 | ||||||
Property and equipment | 4,375 | ||||||
Intangible assets | 74,500 | ||||||
Other non-current assets | 2,906 | ||||||
Total assets | 186,492 | ||||||
Medical costs payable | 119,408 | ||||||
Other current liabilities | 42,530 | ||||||
Other liabilities | 10,732 | ||||||
Total liabilities | 172,670 | ||||||
Net identified assets acquired | 13,822 | ||||||
Goodwill | 196,268 | ||||||
Total purchase consideration | $ 210,090 |
DISCONTINUED OPERATIONS - State
DISCONTINUED OPERATIONS - Statement of Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||||||||||
Total revenue from discontinued operations | $ 3,957,548 | $ 2,516,356 | $ 692,433 | ||||||||
Operating expenses: | |||||||||||
Depreciation and amortization | 145 | 435 | 0 | ||||||||
Total operating expenses from discontinued operations | 4,677,789 | 3,370,885 | 779,653 | ||||||||
Interest expense | 0 | 726 | 0 | ||||||||
Net loss from discontinued operations | $ (480,327) | $ (69,339) | $ (155,134) | $ (17,115) | $ (646,761) | $ (217,288) | $ (14,281) | $ 23,075 | (721,915) | (855,255) | (87,220) |
Discontinued Operations | Bright Healthcare – Commercial Segment | |||||||||||
Revenue: | |||||||||||
Premium revenue | 3,998,622 | 2,512,384 | 692,433 | ||||||||
Service revenue | 147 | 232 | 0 | ||||||||
Investment income (loss) | (41,221) | 3,740 | 0 | ||||||||
Operating expenses: | |||||||||||
Medical costs | 3,732,755 | 2,659,516 | 595,382 | ||||||||
Operating costs | 883,318 | 710,934 | 184,271 | ||||||||
Restructuring charges | 50,704 | 0 | 0 | ||||||||
Goodwill impairment | 4,147 | 0 | 0 | ||||||||
Intangible assets impairment | 6,720 | 0 | 0 | ||||||||
Operating loss from discontinued operations | (720,241) | (854,529) | (87,220) | ||||||||
Loss from discontinued operations before income taxes | (720,241) | (855,255) | (87,220) | ||||||||
Income tax expense (benefit) | 1,674 | 0 | 0 | ||||||||
Net loss from discontinued operations | $ (721,915) | $ (855,255) | $ (87,220) |
DISCONTINUED OPERATIONS - Cash
DISCONTINUED OPERATIONS - Cash Flows From Operating and Investing Activities for Discontinued Operations (Details) - Discontinued Operations - Bright Healthcare – Commercial Segment - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash used in operating activities - discontinued operations | $ (1,798,234) | $ (2,334,534) | $ (313,924) |
Cash used in investing activities - discontinued operations | $ (466,286) | $ (131,305) | $ (427,378) |
DISCONTINUED OPERATIONS - Asset
DISCONTINUED OPERATIONS - Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Current assets of discontinued operations | $ 2,783,474 | $ 1,027,345 |
Other assets: | ||
Long-term assets of discontinued operations | 0 | 668,695 |
Current liabilities: | ||
Current liabilities of discontinued operations | 2,783,474 | 1,696,040 |
Discontinued Operations | Bright Healthcare – Commercial Segment | ||
Current assets: | ||
Cash and cash equivalents | 1,465,965 | 771,896 |
Short-term investments | 1,121,435 | 49,358 |
Accounts receivable, net of allowance | 11,082 | 14,592 |
Prepaids and other current assets | 184,992 | 191,499 |
Current assets of discontinued operations | 2,783,474 | 1,027,345 |
Other assets: | ||
Long-term investments | 0 | 656,584 |
Goodwill | 0 | 4,148 |
Intangible assets, net | 0 | 6,865 |
Other non-current assets | 0 | 1,098 |
Long-term assets of discontinued operations | 0 | 668,695 |
Total assets of discontinued operations | 2,783,474 | 1,696,040 |
Current liabilities: | ||
Medical costs payable | 685,785 | 554,788 |
Accounts payable | 122,425 | 60,252 |
Unearned revenue | 0 | 50,710 |
Risk adjustment payable | 1,943,890 | 931,170 |
Other current liabilities | 31,374 | 99,120 |
Current liabilities of discontinued operations | 2,783,474 | 1,696,040 |
Total liabilities of discontinued operations | 2,783,474 | 1,696,040 |
Accounts receivable, allowance for credit loss | $ 657 | $ 906 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restructuring charges | $ 31,739,000 | $ 0 | $ 0 |
Statutory capital and surplus | 55,000,000 | 88,300,000 | |
Required statutory capital and surplus | 63,100,000 | 33,300,000 | |
Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restructuring charges | 50,704,000 | ||
Bright Healthcare – Commercial Segment | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Medical costs | (50,200,000) | ||
Accounts payable | 47,100,000 | 40,700,000 | |
Bright Healthcare – Commercial Segment | Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restructuring charges | 44,591,000 | ||
Impairment of available-for-sale securities | 67,700,000 | ||
Bright Healthcare – Commercial Segment | Discontinued Operations | Broker Commissions Payable | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Broker commissions payable | 21,100,000 | ||
Bright Healthcare – Commercial Segment | Discontinued Operations | Contract Termination Costs | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restructuring charges | 28,538,000 | ||
Broker commissions payable | 0 | ||
Contract termination costs | 28,538,000 | 0 | |
Bright Healthcare – Commercial Segment | Minimum | Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restructuring and related cost, expect to incur incurred cost | 5,000,000 | ||
Bright Healthcare – Commercial Segment | Maximum | Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restructuring and related cost, expect to incur incurred cost | 10,000,000 | ||
Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Statutory capital and surplus | 12,900,000 | 310,200,000 | |
Discontinued Operations | Bright Healthcare – Commercial Segment | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Risk adjustment payable | 1,943,890,000 | 931,170,000 | |
Discontinued Operations | Level 1 | Bright Healthcare – Commercial Segment | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash, cash equivalents, and short-term investments | 940,500,000 | 412,100,000 | |
Discontinued Operations | Level 2 | Bright Healthcare – Commercial Segment | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash, cash equivalents, and short-term investments | $ 802,700,000 | $ 477,900,000 |
DISCONTINUED OPERATIONS - Restr
DISCONTINUED OPERATIONS - Restructuring and Related Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Employee termination benefits | $ 24,077,000 | ||
Long-lived asset impairments | 2,072,000 | ||
Contract termination and other costs | 5,590,000 | ||
Total restructuring charges | 31,739,000 | $ 0 | $ 0 |
Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Employee termination benefits | 16,053,000 | ||
Long-lived asset impairments | 5,054,000 | ||
Contract termination and other costs | 29,597,000 | ||
Total restructuring charges | 50,704,000 | ||
Discontinued Operations | Bright Healthcare – Commercial Segment | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total restructuring charges | $ 44,591,000 |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Restructuring Reserve by Type of Cost (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 0 | ||
Charges | 31,739,000 | $ 0 | $ 0 |
Cash payments | 0 | ||
Ending balance | 24,592,000 | 0 | |
Discontinued Operations | |||
Restructuring Reserve [Roll Forward] | |||
Charges | 50,704,000 | ||
Discontinued Operations | Bright Healthcare – Commercial Segment | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | ||
Charges | 44,591,000 | ||
Cash payments | 0 | ||
Ending balance | 44,591,000 | 0 | |
Employee Termination Benefits | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | ||
Cash payments | 0 | ||
Ending balance | 24,077,000 | 0 | |
Employee Termination Benefits | Discontinued Operations | Bright Healthcare – Commercial Segment | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | ||
Charges | 16,053,000 | ||
Cash payments | 0 | ||
Ending balance | 16,053,000 | 0 | |
Contract Termination Costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | ||
Cash payments | 0 | ||
Ending balance | 515,000 | 0 | |
Contract Termination Costs | Discontinued Operations | Bright Healthcare – Commercial Segment | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | ||
Charges | 28,538,000 | ||
Cash payments | $ 0 | ||
Ending balance | $ 0 |
DISCONTINUED OPERATIONS - Sch_2
DISCONTINUED OPERATIONS - Schedule of Investment Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, Amortized Cost | $ 340,795 | $ 2,464 |
Cash equivalents, Gross Unrealized Gains | 8 | 0 |
Cash equivalents, Gross Unrealized Losses | 0 | 0 |
Cash equivalents, Carrying Value | 340,803 | 2,464 |
Available for sale: | ||
Amortized Cost | 16,390 | 45,982 |
Gross Unrealized Gains | 1 | 45 |
Gross Unrealized Losses | (413) | (114) |
Carrying Value | 15,978 | 45,913 |
Held to maturity: | ||
Amortized Cost | 2,632 | 2,873 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Available for sale and held to maturity | ||
Amortized Cost, Total investments | 359,817 | 51,319 |
Gross Unrealized Gains, Total investments | 9 | 45 |
Gross Unrealized Losses, Total investments | (413) | (114) |
Carrying Value, Total investments | 359,413 | 51,250 |
Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, Amortized Cost | 622,267 | 190,159 |
Cash equivalents, Gross Unrealized Gains | 24 | 0 |
Cash equivalents, Gross Unrealized Losses | 0 | 0 |
Cash equivalents, Carrying Value | 622,291 | 190,159 |
Available for sale: | ||
Amortized Cost | 1,118,358 | 696,240 |
Gross Unrealized Gains | 570 | 649 |
Gross Unrealized Losses | (3,832) | (3,325) |
Carrying Value | 1,115,096 | 693,564 |
Held to maturity: | ||
Amortized Cost | 5,974 | 6,313 |
Gross Unrealized Gains | 0 | 20 |
Gross Unrealized Losses | (159) | (27) |
Carrying Value | 5,815 | 6,306 |
Available for sale and held to maturity | ||
Amortized Cost, Total investments | 1,746,599 | 892,712 |
Gross Unrealized Gains, Total investments | 594 | 669 |
Gross Unrealized Losses, Total investments | (3,991) | (3,352) |
Carrying Value, Total investments | 1,743,202 | 890,029 |
U.S. government and agency obligations | ||
Available for sale: | ||
Amortized Cost | 8,742 | 14,024 |
Gross Unrealized Gains | 0 | 21 |
Gross Unrealized Losses | (301) | (79) |
Carrying Value | 8,441 | 13,966 |
Held to maturity: | ||
Amortized Cost | 685 | 1,426 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 685 | 1,425 |
U.S. government and agency obligations | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 365,040 | 297,912 |
Gross Unrealized Gains | 1 | 237 |
Gross Unrealized Losses | (2,956) | (2,121) |
Carrying Value | 362,085 | 296,028 |
Held to maturity: | ||
Amortized Cost | 5,974 | 6,313 |
Gross Unrealized Gains | 0 | 20 |
Gross Unrealized Losses | (159) | (27) |
Carrying Value | 5,815 | 6,306 |
Corporate obligations | ||
Available for sale: | ||
Amortized Cost | 3,401 | 10,210 |
Gross Unrealized Gains | 1 | 18 |
Gross Unrealized Losses | (95) | (31) |
Carrying Value | 3,307 | 10,197 |
Corporate obligations | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 520,097 | 303,754 |
Gross Unrealized Gains | 523 | 308 |
Gross Unrealized Losses | (623) | (1,073) |
Carrying Value | 519,997 | 302,989 |
State and municipal obligations | ||
Available for sale: | ||
Amortized Cost | 712 | 2,098 |
Gross Unrealized Gains | 0 | 5 |
Gross Unrealized Losses | (17) | (3) |
Carrying Value | 695 | 2,100 |
State and municipal obligations | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 9,653 | 14,024 |
Gross Unrealized Gains | 0 | 29 |
Gross Unrealized Losses | (80) | (35) |
Carrying Value | 9,573 | 14,018 |
Certificates of deposit | ||
Available for sale: | ||
Amortized Cost | 3,318 | 18,752 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 3,318 | 18,752 |
Held to maturity: | ||
Amortized Cost | 1,947 | 1,447 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 1,947 | 1,447 |
Certificates of deposit | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 8,760 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (2) | |
Carrying Value | 8,758 | |
Mortgage-backed securities | ||
Available for sale: | ||
Amortized Cost | 156 | 425 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | 0 | (1) |
Carrying Value | 156 | 425 |
Mortgage-backed securities | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 154,864 | 38,133 |
Gross Unrealized Gains | 46 | 62 |
Gross Unrealized Losses | (157) | (66) |
Carrying Value | 154,753 | 38,129 |
Asset-backed securities | ||
Available for sale: | ||
Amortized Cost | 60 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Carrying Value | 60 | |
Asset-backed securities | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 59,557 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Carrying Value | 59,557 | |
Other | ||
Available for sale: | ||
Amortized Cost | 1 | 473 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 1 | 473 |
Other | Bright Healthcare – Commercial Segment | Discontinued Operations | ||
Available for sale: | ||
Amortized Cost | 387 | 42,417 |
Gross Unrealized Gains | 0 | 13 |
Gross Unrealized Losses | (14) | (30) |
Carrying Value | $ 373 | $ 42,400 |
DISCONTINUED OPERATIONS - Sch_3
DISCONTINUED OPERATIONS - Schedule of Liability for Unpaid Claims and Claims Adjustment Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Claims unpaid | $ 41,567 | $ 17,101 | ||
Provider incentive payable | 37,771 | 74,191 | ||
Claims adjustment expense liability | 7,290 | 4,346 | ||
Incurred but not reported (IBNR) | 325,125 | 167,549 | ||
Medical costs payable | 411,753 | 263,187 | $ 121,309 | $ 4,458 |
Discontinued Operations | Bright Healthcare – Commercial Segment | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Claims unpaid | 60,477 | 19,773 | ||
Provider incentive payable | 3,446 | 11,352 | ||
Claims adjustment expense liability | 45,932 | 9,786 | ||
Incurred but not reported (IBNR) | 575,930 | 513,877 | ||
Medical costs payable | $ 685,785 | $ 554,788 |
INVESTMENTS - Schedule of Inves
INVESTMENTS - Schedule of Investment Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, Amortized Cost | $ 340,795 | $ 2,464 |
Cash equivalents, Gross Unrealized Gains | 8 | 0 |
Cash equivalents, Gross Unrealized Losses | 0 | 0 |
Cash equivalents, Carrying Value | 340,803 | 2,464 |
Amortized Cost | 16,390 | 45,982 |
Gross Unrealized Gains | 1 | 45 |
Gross Unrealized Losses | (413) | (114) |
Carrying Value | 15,978 | 45,913 |
Debt Securities, Held-to-maturity, Securities [Line Items] | ||
Amortized Cost | 2,632 | 2,873 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Amortized Cost, Total investments | 359,817 | 51,319 |
Gross Unrealized Gains, Total investments | 9 | 45 |
Gross Unrealized Losses, Total investments | (413) | (114) |
Carrying Value, Total investments | 359,413 | 51,250 |
U.S. government and agency obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 8,742 | 14,024 |
Gross Unrealized Gains | 0 | 21 |
Gross Unrealized Losses | (301) | (79) |
Carrying Value | 8,441 | 13,966 |
Debt Securities, Held-to-maturity, Securities [Line Items] | ||
Amortized Cost | 685 | 1,426 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Corporate obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,401 | 10,210 |
Gross Unrealized Gains | 1 | 18 |
Gross Unrealized Losses | (95) | (31) |
Carrying Value | 3,307 | 10,197 |
State and municipal obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 712 | 2,098 |
Gross Unrealized Gains | 0 | 5 |
Gross Unrealized Losses | (17) | (3) |
Carrying Value | 695 | 2,100 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,318 | 18,752 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | 3,318 | 18,752 |
Debt Securities, Held-to-maturity, Securities [Line Items] | ||
Amortized Cost | 1,947 | 1,447 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 156 | 425 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | 0 | (1) |
Carrying Value | 156 | 425 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 60 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Carrying Value | 60 | |
Other | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1 | 473 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | $ 1 | $ 473 |
INVESTMENTS - Schedule of Inv_2
INVESTMENTS - Schedule of Investments in Continuous Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | $ 2,398 | $ 19,921 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (42) | (114) |
Available-for-sale securities, 12 months or greater, Fair Value | 9,214 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (371) | 0 |
Available-for-sale securities, Fair Value | 11,612 | 19,921 |
Available-for-sale securities, Unrealized Losses | (413) | (114) |
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 | 1,316 | 10,688 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (31) | (79) |
Available-for-sale securities, 12 months or greater, Fair Value | 6,808 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (270) | 0 |
Available-for-sale securities, Fair Value | 8,124 | 10,688 |
Available-for-sale securities, Unrealized Losses | (301) | (79) |
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 | 740 | 7,324 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (9) | (31) |
Available-for-sale securities, 12 months or greater, Fair Value | 2,061 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (86) | 0 |
Available-for-sale securities, Fair Value | 2,801 | 7,324 |
Available-for-sale securities, Unrealized Losses | (95) | (31) |
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 | 340 | 1,227 |
Available-for-sale securities, less than 12 months, Unrealized Losses | (2) | (3) |
Available-for-sale securities, 12 months or greater, Fair Value | 344 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | (15) | 0 |
Available-for-sale securities, Fair Value | 684 | 1,227 |
Available-for-sale securities, Unrealized Losses | (17) | (3) |
Mortgage-backed securities | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 2 | 361 |
Available-for-sale securities, less than 12 months, Unrealized Losses | 0 | (1) |
Available-for-sale securities, 12 months or greater, Fair Value | 0 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | 0 | 0 |
Available-for-sale securities, Fair Value | 2 | 361 |
Available-for-sale securities, Unrealized Losses | 0 | (1) |
Other | Short-Term And Long-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, less than 12 months, Fair Value | 0 | 321 |
Available-for-sale securities, less than 12 months, Unrealized Losses | 0 | 0 |
Available-for-sale securities, 12 months or greater, Fair Value | 1 | 0 |
Available-for-sale securities, 12 months or greater, Unrealized Losses | 0 | 0 |
Available-for-sale securities, Fair Value | 1 | 321 |
Available-for-sale securities, Unrealized Losses | $ 0 | $ 0 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | |||
Apr. 01, 2021 USD ($) shares | Dec. 31, 2022 USD ($) investment | Dec. 31, 2022 USD ($) investment | Dec. 31, 2021 USD ($) investment | Dec. 31, 2020 USD ($) | |
Debt Securities, Available-for-sale [Line Items] | |||||
Number of securities in unrealized loss position (available-for-sale) | investment | 721 | 721 | |||
Number of investments (available-for sale) | investment | 2,432 | 2,432 | |||
Number of securities in unrealized loss position (available-for-sale and held-to-maturity) | investment | 1,343 | ||||
Number of investments (available-for-sale and held-to-maturity) | investment | 1,836 | ||||
Investment income (loss) | $ (55,019) | $ 80,234 | $ 8,468 | ||
Gross proceeds from sale of available-for-sale securities | 14,300 | 19,800 | 4,300 | ||
Realized gains (loss) on fixed maturity securities | 24,800 | (100) | 0 | ||
Equity securities purchased (in shares) | shares | 1.6 | ||||
Payments to acquire equity securities | $ 40,100 | ||||
Equity security market value | 120,400 | ||||
Proceeds from sale of equity securities | 64,900 | ||||
Realized gain on equity securities | $ 24,800 | ||||
Debt Securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Investment income (loss) | $ 25,200 | $ 0 | $ 8,500 |
INVESTMENTS - Schedule Of Avail
INVESTMENTS - Schedule Of Available-for-sale Securities Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Due in one year or less | $ 10,756 | |
Due after one year through five years | 5,288 | |
Due after five years through 10 years | 342 | |
Due after 10 years | 4 | |
Amortized Cost | 16,390 | $ 45,982 |
Fair Value | ||
Due in one year or less | 10,592 | |
Due after one year through five years | 5,039 | |
Due after five years through 10 years | 343 | |
Due after 10 years | 4 | |
Total debt securities | $ 15,978 | $ 45,913 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value Measurement for Assets on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 8,450 | $ 12 |
Fixed maturity securities, available for sale: | 15,978 | 45,913 |
U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 8,441 | 13,966 |
Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 3,307 | 10,197 |
State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 695 | 2,100 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 3,318 | 18,752 |
Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 156 | 425 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 60 | |
Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 1 | 473 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 8,450 | 12 |
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 | 332,353 | 2,453 |
Fixed maturity securities, available for sale: | 15,978 | 45,913 |
Equity securities | 120,364 | |
Total assets at fair value | 348,331 | 168,730 |
Fair Value, Recurring | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 8,441 | 13,966 |
Fair Value, Recurring | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 3,307 | 10,198 |
Fair Value, Recurring | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 695 | 2,100 |
Fair Value, Recurring | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 3,318 | 18,752 |
Fair Value, Recurring | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 156 | 424 |
Fair Value, Recurring | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 60 | |
Fair Value, Recurring | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 1 | 473 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 316,752 | 2,450 |
Fixed maturity securities, available for sale: | 6,354 | 9,627 |
Equity securities | 120,364 | |
Total assets at fair value | 323,106 | 132,441 |
Fair Value, Recurring | Level 1 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 6,354 | 9,575 |
Fair Value, Recurring | Level 1 | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 26 |
Fair Value, Recurring | Level 1 | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 1 | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 26 |
Fair Value, Recurring | Level 1 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | |
Fair Value, Recurring | Level 1 | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 15,601 | 3 |
Fixed maturity securities, available for sale: | 9,624 | 36,286 |
Equity securities | 0 | |
Total assets at fair value | 25,225 | 36,289 |
Fair Value, Recurring | Level 2 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 2,087 | 4,391 |
Fair Value, Recurring | Level 2 | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 3,307 | 10,172 |
Fair Value, Recurring | Level 2 | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 695 | 2,100 |
Fair Value, Recurring | Level 2 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 3,318 | 18,752 |
Fair Value, Recurring | Level 2 | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 156 | 398 |
Fair Value, Recurring | Level 2 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 60 | |
Fair Value, Recurring | Level 2 | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 1 | 473 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fixed maturity securities, available for sale: | 0 | 0 |
Equity securities | 0 | |
Total assets at fair value | 0 | 0 |
Fair Value, Recurring | Level 3 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 3 | Corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 3 | State and municipal obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 3 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 3 | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | 0 |
Fair Value, Recurring | Level 3 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | 0 | |
Fair Value, Recurring | Level 3 | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, available for sale: | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Fair Value Measurement of Financial Instruments Not Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 8,450 | $ 12 |
Total held to maturity | 11,082 | 2,884 |
U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 685 | 1,425 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 1,947 | 1,447 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 8,450 | 12 |
Total held to maturity | 9,135 | 1,437 |
Level 1 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 685 | 1,425 |
Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Total held to maturity | 1,947 | 1,447 |
Level 2 | U.S. government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 0 | 0 |
Level 2 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | 1,947 | 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] | ||
Fixed maturity securities, held to maturity: | 0 | 0 |
Level 3 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities, held to maturity: | $ 0 | $ 0 |
PROPERTY, EQUIPMENT AND CAPIT_3
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE - Schedule of Property, Equipment and Capitalized Software (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Gross property, equipment, and capitalized software | $ 60,823 | $ 47,025 |
Less accumulated depreciation | (18,227) | (8,681) |
Property, equipment, and capitalized software, net | 42,596 | 38,344 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, equipment, and capitalized software | 50,000 | 38,800 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, equipment, and capitalized software | 9,585 | 7,135 |
Medical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, equipment, and capitalized software | 586 | 586 |
Other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, equipment, and capitalized software | $ 652 | $ 504 |
PROPERTY, EQUIPMENT AND CAPIT_4
PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 12.2 | $ 4.4 | $ 2.9 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Goodwill impairment | $ 71,225 | $ 0 | $ 0 |
Goodwill dispositions | (1,207) | ||
Bright HealthCare | |||
Goodwill [Roll Forward] | |||
Gross Carrying Amount, Beginning balance | 428,710 | 197,886 | |
Goodwill impairment | 70,017 | 0 | |
Gross Carrying Amount, Acquisitions | 0 | 236,037 | |
Goodwill, Purchase adjustments | (5,213) | ||
Gross Carrying Amount, Ending balance | 428,710 | 428,710 | 197,886 |
Cumulative Impairment, Beginning balance | 0 | 0 | |
Cumulative Impairment, Ending balance | 70,017 | 0 | 0 |
Consumer Care | |||
Goodwill [Roll Forward] | |||
Gross Carrying Amount, Beginning balance | 402,282 | 65,149 | |
Goodwill impairment | 0 | 0 | |
Gross Carrying Amount, Acquisitions | 310 | 337,133 | |
Goodwill, Purchase adjustments | 0 | ||
Gross Carrying Amount, Ending balance | 401,385 | 402,282 | 65,149 |
Cumulative Impairment, Beginning balance | 0 | 0 | |
Cumulative Impairment, Ending balance | $ 0 | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 304,882 | $ 373,062 |
Accumulated Amortization | 55,799 | 36,067 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 204,221 | 206,321 |
Accumulated Amortization | 41,604 | 21,560 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 95,261 | 96,041 |
Accumulated Amortization | 12,812 | 6,578 |
Provider networks | ||
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 | 0 | 6,300 |
Accumulated Amortization | 0 | 675 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,400 | 5,400 |
Accumulated Amortization | $ 1,383 | $ 698 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 760,078,000 | $ 830,992,000 | |
Amortization of intangible assets | 38,200,000 | 30,600,000 | $ 5,400,000 |
Impairment of intangible assets | 49,331,000 | 0 | 0 |
Consumer Care | |||
Finite-Lived Intangible Assets [Line Items] | |||
Disposal group, goodwill | 1,200,000 | ||
Bright HealthCare | |||
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated impairment loss | 70,017,000 | 0 | 0 |
Goodwill | 358,700,000 | ||
Impairment of intangible assets | $ 42,600,000 | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Asset Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 27,164 |
2024 | 27,025 |
2025 | 27,025 |
2026 | 27,025 |
2027 | $ 27,025 |
RESTRUCTURING CHARGES - Narrati
RESTRUCTURING CHARGES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring charges | $ 31,739,000 | $ 0 | $ 0 |
RESTRUCTURING CHARGES - Schedul
RESTRUCTURING CHARGES - Schedule of Restructuring and Related Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Employee termination benefits | $ 24,077,000 | ||
Long-lived asset impairments | 2,072,000 | ||
Contract termination and other costs | 5,590,000 | ||
Total restructuring charges | 31,739,000 | $ 0 | $ 0 |
Bright HealthCare | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee termination benefits | 0 | ||
Long-lived asset impairments | 0 | ||
Contract termination and other costs | 445,000 | ||
Total restructuring charges | 445,000 | ||
Consumer Care | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee termination benefits | 44,000 | ||
Long-lived asset impairments | 2,072,000 | ||
Contract termination and other costs | 0 | ||
Total restructuring charges | 2,116,000 | ||
Corporate & Eliminations | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee termination benefits | 24,033,000 | ||
Long-lived asset impairments | 0 | ||
Contract termination and other costs | 5,145,000 | ||
Total restructuring charges | $ 29,178,000 |
RESTRUCTURING CHARGES - Sched_2
RESTRUCTURING CHARGES - Schedule of Restructuring Reserve by Type of Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Charges | 24,592 |
Cash payments | 0 |
Ending balance | 24,592 |
Employee Termination Benefits | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Charges | 24,077 |
Cash payments | 0 |
Ending balance | 24,077 |
Contract Termination Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Charges | 515 |
Cash payments | 0 |
Ending balance | $ 515 |
MEDICAL COSTS PAYABLE - Change
MEDICAL COSTS PAYABLE - Change in Medical Costs Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | |||
Beginning balance | $ 263,187 | $ 121,309 | $ 4,458 |
Incurred related to: | |||
Current year | 2,201,937 | 1,298,264 | 445,620 |
Prior year | 7,456 | 3,510 | 6,877 |
Total incurred | 2,209,393 | 1,301,774 | 452,497 |
Paid related to: | |||
Current year | 1,793,613 | 1,114,903 | 458,678 |
Prior year | 267,214 | 124,462 | 8,379 |
Total paid | 2,060,827 | 1,239,365 | 467,057 |
Acquired claims liabilities | 0 | 79,469 | 131,411 |
Ending balance | $ 411,753 | $ 263,187 | $ 121,309 |
MEDICAL COSTS PAYABLE - Narrati
MEDICAL COSTS PAYABLE - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Insurance [Abstract] | |||
Medical costs payable, increase to prior years | $ 7.5 | $ 3.5 | $ 6.9 |
MEDICAL COSTS PAYABLE - Compone
MEDICAL COSTS PAYABLE - Components of Medical Costs Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Insurance [Abstract] | ||||
Claims unpaid | $ 41,567 | $ 17,101 | ||
Provider incentive payable | 37,771 | 74,191 | ||
Claims adjustment expense liability | 7,290 | 4,346 | ||
Incurred but not reported (IBNR) | 325,125 | 167,549 | ||
Total medical costs payable | $ 411,753 | $ 263,187 | $ 121,309 | $ 4,458 |
MEDICAL COSTS PAYABLE - Schedul
MEDICAL COSTS PAYABLE - Schedule of Incurred Claims and Cumulative Paid Claims (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||||
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | $ 4,800,779 | |||
Total Incurred but Not Reported Liabilities Plus Expected Development on Reported Claims | 325,125 | $ 167,549 | ||
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 4,400,234 | |||
Liabilities for claim and claim adjustment expenses, net of reinsurance | 400,561 | |||
Reinsurance recoverable on unpaid claims | 11,192 | |||
Medical costs payable | 411,753 | 263,187 | $ 121,309 | $ 4,458 |
2020 | ||||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||||
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 1,182,477 | 1,180,196 | 1,180,234 | |
Total Incurred but Not Reported Liabilities Plus Expected Development on Reported Claims | 1,190 | |||
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 1,181,287 | 1,176,014 | $ 979,099 | |
2021 | ||||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||||
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 1,416,365 | 1,408,909 | ||
Total Incurred but Not Reported Liabilities Plus Expected Development on Reported Claims | 2,255 | |||
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 1,414,110 | $ 1,150,523 | ||
2022 | ||||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||||
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 2,201,937 | |||
Total Incurred but Not Reported Liabilities Plus Expected Development on Reported Claims | 397,100 | |||
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance | 1,804,837 | |||
Prior To 2020 | ||||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||||
All outstanding liabilities before 2020, net of reinsurance | $ 16 |
SHORT-TERM BORROWINGS (Details)
SHORT-TERM BORROWINGS (Details) | 2 Months Ended | 12 Months Ended | ||||
Aug. 02, 2021 USD ($) | Mar. 01, 2021 USD ($) | Apr. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 08, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Short-term Debt [Line Items] | ||||||
Repayments of lines of credit | $ 155,000,000 | |||||
Short-term borrowings | 303,947,000 | $ 155,000,000 | ||||
Letters of Credit | ||||||
Short-term Debt [Line Items] | ||||||
Letters of credit outstanding, amount | 46,100,000 | |||||
Revolving Credit Facility | Line of Credit | ||||||
Short-term Debt [Line Items] | ||||||
Revolving credit facility | $ 350,000,000 | 350,000,000 | ||||
IPO net proceeds requirement | $ 850,000,000 | $ 1,000,000,000 | ||||
Debt to capitalization ratio before qualified IPO | 0.25 | |||||
Debt to capitalization ratio after qualified IPO | 0.30 | |||||
Total debt to capitalization ratio | 0.25 | |||||
Short-term borrowings | $ 303,900,000 | |||||
Interest rate | 8.41% | |||||
Revolving Credit Facility | Line of Credit | Forecast | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument, covenant subject to a minimum liquidity | $ 85,000,000 | |||||
Revolving Credit Facility | Line of Credit | Later Than Two Months And Not Later Than One Year | ||||||
Short-term Debt [Line Items] | ||||||
Debt covenant, minimum liquidity requirement | $ 200,000,000 | |||||
Revolving Credit Facility | Line of Credit | Later Than One Year | ||||||
Short-term Debt [Line Items] | ||||||
Debt covenant, minimum liquidity requirement | $ 150,000,000 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 10, 2022 USD ($) $ / shares shares | Dec. 06, 2021 USD ($) tradingDay $ / shares shares | Apr. 01, 2021 USD ($) | Mar. 31, 2021 USD ($) | Oct. 31, 2022 USD ($) | Apr. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | |
Class of Stock [Line Items] | ||||||||||
Issuance of preferred stock (in shares) | shares | 3,487,000 | 45,023,000 | ||||||||
Issuance of preferred stock | $ 134,944 | $ 809,025 | ||||||||
Zipnosis | ||||||||||
Class of Stock [Line Items] | ||||||||||
Equity interest issued | $ 55,100 | |||||||||
CHP | ||||||||||
Class of Stock [Line Items] | ||||||||||
Equity interest issued | $ 79,800 | |||||||||
Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of preferred stock (in shares) | shares | 750,000 | 750,000 | ||||||||
Redeemable preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Issuance of preferred stock | $ 750,000 | $ 747,481 | ||||||||
Preferred stock value (in dollars per share) | $ / shares | $ 1,000 | |||||||||
Temporary equity, liquidation preference per share (in dollars per share) | $ / shares | $ 1,000 | |||||||||
Temporary equity, dividend rate, percentage | 5% | |||||||||
Temporary equity, accretion to redemption value | $ 37,900 | |||||||||
Temporary equity, initial convertible conversion, price (in dollars per share) | $ / shares | $ 4.55 | |||||||||
Temporary equity, conversion threshold, volume weighted average price of common stock (in dollars per share) | $ / shares | $ 7.96 | |||||||||
Temporary equity, convertible, threshold trading days | tradingDay | 20 | |||||||||
Temporary equity, convertible, threshold consecutive trading days | tradingDay | 30 | |||||||||
Temporary equity, multiplier for accrued and unpaid dividends, before seventh anniversary | 105% | |||||||||
Temporary equity, convertible, multiplier for accrued and unpaid dividends, after seventh anniversary | 100% | |||||||||
Series B Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of preferred stock (in shares) | shares | 175,000 | |||||||||
Redeemable preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Issuance of preferred stock | $ 172,936 | |||||||||
Temporary equity, liquidation preference per share (in dollars per share) | $ / shares | $ 1,000 | |||||||||
Temporary equity, dividend rate, percentage | 5% | |||||||||
Temporary equity, accretion to redemption value | 1,800 | |||||||||
Temporary equity, initial convertible conversion, price (in dollars per share) | $ / shares | $ 1.42 | |||||||||
Temporary equity, convertible, threshold trading days | tradingDay | 20 | |||||||||
Temporary equity, convertible, threshold consecutive trading days | tradingDay | 30 | |||||||||
Temporary equity, multiplier for accrued and unpaid dividends, before seventh anniversary | 105% | |||||||||
Temporary equity, convertible, multiplier for accrued and unpaid dividends, after seventh anniversary | 100% | |||||||||
Temporary equity, convertible, liquidation preference multiplier | 105% | |||||||||
Number of shares issued (in shares) | shares | 175,000 | |||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Proceeds from sale of stock | $ 175,000 | $ 175,000 | ||||||||
Price per share of common stock (in dollars per share) | $ / shares | $ 1,000 | |||||||||
Temporary equity, conversion threshold, volume weighted average price of common stock percentage | 287% | |||||||||
Temporary equity, issuance costs | $ 4,600 | |||||||||
Series E Preferred Stock | Zipnosis | ||||||||||
Class of Stock [Line Items] | ||||||||||
Equity interest issued (in shares) | shares | 1,400,000 | |||||||||
Equity interest issued | $ 55,100 | |||||||||
Series E Preferred Stock | CHP | ||||||||||
Class of Stock [Line Items] | ||||||||||
Equity interest issued (in shares) | shares | 2,100,000 | |||||||||
Equity interest issued | $ 79,800 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2022 USD ($) vestingTranche $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for future issuance (in shares) | shares | 73,400,000 | ||||
Number of shares available for grant (in shares) | shares | 18,100,000 | ||||
Weighted-average grant date fair value of stock options granted (in dollars per share) | $ / shares | $ 0.96 | $ 10.79 | $ 0.61 | ||
Aggregate intrinsic value of stock options | $ 1.1 | $ 21 | $ 2.7 | ||
Unrecognized compensation expense | 81.6 | ||||
Selling, General and Administrative Expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate intrinsic value of stock options | $ 109.7 | 68.4 | 5.5 | ||
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Option grants expiration | 10 years | ||||
Unrecognized compensation expense, weighted average recognition period | 2 years 1 month 6 days | ||||
RSU's | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 23.6 | 1.3 | 0 | ||
Vesting period | 3 years | ||||
Unrecognized compensation expense, weighted average recognition period | 2 years 1 month 6 days | ||||
Unrecognized compensation expense, other than options | $ 54.7 | ||||
Granted (in shares) | shares | 30,272,000 | ||||
PSU's | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 34.8 | $ 20.5 | $ 0 | ||
Unrecognized compensation expense, weighted average recognition period | 1 year 6 months | ||||
Unrecognized compensation expense, other than options | $ 35.1 | ||||
Granted (in shares) | shares | 0 | ||||
PSU's | IPO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | shares | 14,700,000 | ||||
Number of vesting tranches | vestingTranche | 4 | ||||
Service period | 3 years | ||||
Tranche one | Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting | 25% | ||||
Vesting period | 1 year | ||||
Tranche two | Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 36 months |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Stock Option Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Risk-free interest rate | 1.90% | 0.80% | 0.90% |
Expected volatility | 54.30% | 33.40% | 31.30% |
Expected dividend rate | 0% | 0% | 0% |
Forfeiture rate | 10.20% | 14.40% | 14.50% |
Expected life in years | 6 years | 6 years 1 month 6 days | 6 years 1 month 6 days |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Beginning balance (in shares) | 69,244 | |
Granted (in shares) | 8,479 | |
Exercised (in shares) | (1,232) | |
Forfeited (in shares) | (10,156) | |
Expired (in shares) | (2,044) | |
Ending balance (in shares) | 64,291 | 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) | 2.02 | |
Ending balance (in dollars per share) | $ 1.82 | $ 1.84 |
Weighted-Average Remaining Contractual Life (In Years) | 6 years 8 months 12 days | 8 years 2 months 12 days |
Aggregate Intrinsic Value | ||
Beginning balance | $ 113,908 | |
Ending balance | $ 82 | $ 113,908 |
SHARE-BASED COMPENSATION - Sc_3
SHARE-BASED COMPENSATION - Schedule of RSA, RSU and PSU Activity (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
RSU's | |
Number of Awards | |
Beginning balance (in shares) | shares | 15,651 |
Granted (in shares) | shares | 30,272 |
Vested (shares) | shares | (391) |
Canceled (in shares) | shares | (7,965) |
Ending balance (in shares) | shares | 37,567 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 3.98 |
Granted (in dollars per share) | $ / shares | 1.74 |
Vested (in dollars per share) | $ / shares | 5.04 |
Canceled (in dollars per share) | $ / shares | 2.97 |
Ending balance (in dollars per share) | $ / shares | $ 2.37 |
PSU's | |
Number of Awards | |
Beginning balance (in shares) | shares | 14,700 |
Granted (in shares) | shares | 0 |
Canceled (in shares) | shares | (4,200) |
Ending balance (in shares) | shares | 10,500 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 9.30 |
Granted (in dollars per share) | $ / shares | 0 |
Canceled (in dollars per share) | $ / shares | 9.30 |
Ending balance (in dollars per share) | $ / shares | $ 9.30 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Net Loss Per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||||||||||
Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends | $ (773,316) | $ (329,607) | $ (161,222) | ||||||||
Loss from discontinued operations | $ (480,327) | $ (69,339) | $ (155,134) | $ (17,115) | $ (646,761) | $ (217,288) | $ (14,281) | $ 23,075 | (721,915) | (855,255) | (87,220) |
Net loss attributable to Bright Health Group, Inc. common shareholders | $ (680,408) | $ (326,524) | $ (383,771) | $ (104,528) | $ (817,309) | $ (297,873) | $ (44,518) | $ (25,162) | $ (1,495,231) | $ (1,184,862) | $ (248,442) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares) | 629,459 | 392,243 | 136,193 | ||||||||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares) | 629,459 | 392,243 | 136,193 | ||||||||
Continuing operations, basic (in dollars per share) | $ (0.32) | $ (0.41) | $ (0.36) | $ (0.14) | $ (0.27) | $ (0.13) | $ (0.19) | $ (0.34) | $ (1.23) | $ (0.84) | $ (1.18) |
Continuing operations, diluted (in dollars per share) | (0.32) | (0.41) | (0.36) | (0.14) | (0.27) | (0.13) | (0.19) | (0.34) | (1.23) | (0.84) | (1.18) |
Discontinued operations, diluted (in dollars per share) | (0.76) | (0.11) | (0.25) | (0.03) | (1.03) | (0.34) | (0.09) | 0.16 | (1.15) | (2.18) | (0.64) |
Discontinued operations, basic (in dollars per share) | (0.76) | (0.11) | (0.25) | (0.03) | (1.03) | (0.34) | (0.09) | 0.16 | (1.15) | (2.18) | (0.64) |
Basic loss per share (in dollars per share) | (1.08) | (0.52) | (0.61) | (0.17) | (1.30) | (0.47) | (0.28) | (0.18) | (2.38) | (3.02) | (1.82) |
Diluted loss per share (in dollars per share) | $ (1.08) | $ (0.52) | $ (0.61) | $ (0.17) | $ (1.30) | $ (0.47) | $ (0.28) | $ (0.18) | $ (2.38) | $ (3.02) | $ (1.82) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded From Net Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 420,389 | 84,895 | 481,362 |
Redeemable preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 318,531 | 0 | 417,437 |
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) | 64,291 | 69,244 | 63,925 |
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) | 37,567 | 15,651 | 0 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Employer matching 401(k) contribution gross pay | 100% | 50% | |
Employer matching 401(k) contribution | 2% | 4% | |
Employer 401(k) contributions | $ 7 | $ 4.4 | $ 1.9 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 1,648 | $ 84 | $ 0 |
Deferred | 2,032 | (26,605) | (9,161) |
Total income tax expense (benefit) | $ 3,680 | $ (26,521) | $ (9,161) |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit at federal statutory rate | $ (153,289) | $ (254,391) | $ (52,173) |
Adjustment to deferred tax valuation allowance | 98,695 | 219,478 | 43,012 |
Permanent adjustments - book NCI reversal adjustment | 20,089 | 1,364 | 0 |
Permanent adjustments - impairment | 17,239 | 0 | 0 |
Permanent adjustments - compensation related | 16,644 | 13,342 | 0 |
Permanent adjustments - other | 2,520 | 816 | 0 |
State income taxes, net of federal benefit | 1,714 | (9,158) | 0 |
Prior year adjustments | (57) | (306) | 0 |
Other, net | 125 | 2,334 | 0 |
Total income tax expense (benefit) | $ 3,680 | $ (26,521) | $ (9,161) |
Effective tax rate | (0.50%) | 2.20% | 3.60% |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Temporary Differences Related to Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 687,867 | $ 364,574 |
Premiums received in advance | 536 | 2,314 |
Accrued salaries and benefits | 39,112 | 11,194 |
Section 195 startup expenditures | 2,661 | 2,164 |
Adjustment for noncontrolling interest | 0 | 5,209 |
Intangible amortization | 23,427 | 2,798 |
Transaction costs | 2,255 | 1,472 |
Depreciation expense | 3,579 | 653 |
Investment loss | 0 | 232 |
Unrealized loss | 15,292 | 0 |
Claims Incurred but not Reported (IBNR) | 34,267 | 1,994 |
Other | 6,186 | 1,273 |
Deferred tax assets, gross | 815,182 | 393,877 |
Less valuation allowance | (729,683) | (331,625) |
Total deferred tax assets, net valuation allowance | 85,499 | 62,252 |
Deferred tax liabilities: | ||
Prepaid expenses | (11,291) | (7,972) |
Fixed assets | (458) | (458) |
Goodwill and intangible assets | (64,336) | (38,712) |
Unrealized gains | 0 | (16,147) |
Adjustment for noncontrolling interest | (3,237) | 0 |
Investment income | (9,241) | 0 |
Total deferred tax liabilities | (88,563) | (63,289) |
Net deferred tax liabilities | $ (3,064) | $ (1,037) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) | $ 3,680,000 | $ (26,521,000) | $ (9,161,000) |
Net operating losses | 5,800,000,000 | $ 1,900,000,000 | |
Unrecognized tax benefits | $ 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease costs | $ 18.3 | $ 13.3 | $ 5.7 |
Loss contingency, damages paid, value | 0.8 | ||
Letters of credit outstanding, amount | 46.1 | ||
Unused letters of credit | 7.5 | ||
Statutory capital and surplus | 55 | 88.3 | |
Required statutory capital and surplus | $ 63.1 | $ 33.3 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease ROU assets | $ 39,066 | $ 45,345 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets |
Operating lease liabilities — current | $ 12,660 | $ 13,227 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Operating lease liabilities — noncurrent | $ 33,451 | $ 37,039 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Total lease liabilities | $ 46,111 | $ 50,266 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Schedule of Operating Lease Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 20,385 | $ 16,616 |
ROU assets obtained in exchange for new lease liabilities | 7,417 | 14,932 |
ROU assets obtained from acquisitions | $ 0 | $ 11,956 |
Weighted-average remaining lease term (in years) | 5 years | 5 years 2 months 12 days |
Weighted-average discount rate | 6% | 6% |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Annual Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 13,067 | |
2024 | 11,842 | |
2025 | 9,242 | |
2026 | 7,271 | |
2027 | 4,780 | |
Thereafter | 7,636 | |
Undiscounted future minimum payments | 53,838 | |
Imputed interest | (7,727) | |
Total reported lease liability | $ 46,111 | $ 50,266 |
SEGMENT AND GEOGRAPHICAL INFO_3
SEGMENT AND GEOGRAPHICAL INFORMATION - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 state primary_care_clinic individual segment | |
Concentration Risk [Line Items] | |
Number of operating segments | segment | 3 |
Number of reportable segments | segment | 2 |
Bright HealthCare | |
Concentration Risk [Line Items] | |
Number of states in which entity operates | state | 6 |
Number of individuals served | 125,000 |
Consumer Care | |
Concentration Risk [Line Items] | |
Number of individuals served | 579,000 |
Number of primary care clinics | primary_care_clinic | 74 |
Number of patients served through value-based arrangements | 530,000 |
SEGMENT AND GEOGRAPHICAL INFO_4
SEGMENT AND GEOGRAPHICAL INFORMATION - Schedule of Segment Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||||||||
Premium revenue | $ (30,400,000) | $ (23,300,000) | $ 1,764,949,000 | $ 1,390,330,000 | $ 487,905,000 | ||||||
Direct Contracting revenue | 654,087,000 | 0 | 0 | ||||||||
Service revenue | 48,013,000 | 42,469,000 | 18,514,000 | ||||||||
Investment income | (55,019,000) | 80,234,000 | 8,468,000 | ||||||||
Total revenue | $ 569,374,000 | $ 598,875,000 | $ 599,222,000 | $ 644,559,000 | $ 380,223,000 | $ 464,957,000 | $ 415,105,000 | $ 252,748,000 | 2,412,030,000 | 1,513,033,000 | 514,887,000 |
Operating loss | (622,248,000) | (343,627,000) | (170,383,000) | ||||||||
Depreciation and amortization | 50,430,000 | 35,049,000 | 8,289,000 | ||||||||
Goodwill impairment | 71,225,000 | 0 | 0 | ||||||||
Intangible Assets Impairment | 42,611,000 | 0 | 0 | ||||||||
Restructuring charges | 31,739,000 | 0 | 0 | ||||||||
Bright HealthCare | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Premium revenue | 1,652,045,000 | 1,297,273,000 | 480,112,000 | ||||||||
Direct Contracting revenue | 0 | ||||||||||
Service revenue | 0 | 0 | 0 | ||||||||
Investment income | 410,000 | (80,000) | 8,468,000 | ||||||||
Total revenue | 1,652,455,000 | 1,297,193,000 | 488,580,000 | ||||||||
Goodwill impairment | 70,017,000 | 0 | |||||||||
Restructuring charges | 445,000 | ||||||||||
Consumer Care | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Premium revenue | 112,904,000 | 93,057,000 | 7,793,000 | ||||||||
Direct Contracting revenue | 654,087,000 | ||||||||||
Service revenue | 48,013,000 | 42,469,000 | 18,514,000 | ||||||||
Investment income | (55,429,000) | 80,314,000 | 0 | ||||||||
Total revenue | 759,575,000 | 215,840,000 | 26,307,000 | ||||||||
Goodwill impairment | 0 | 0 | |||||||||
Restructuring charges | 2,116,000 | ||||||||||
Operating Segments | Bright HealthCare | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 1,652,455,000 | 1,297,193,000 | 488,580,000 | ||||||||
Operating loss | (173,834,000) | (169,107,000) | (43,634,000) | ||||||||
Depreciation and amortization | 17,702,000 | 14,245,000 | 1,477,000 | ||||||||
Goodwill impairment | 70,017,000 | ||||||||||
Intangible Assets Impairment | 0 | ||||||||||
Restructuring charges | 445,000 | ||||||||||
Operating Segments | Consumer Care | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 1,788,607,000 | 461,174,000 | 37,147,000 | ||||||||
Operating loss | (315,744,000) | (114,921,000) | (8,707,000) | ||||||||
Depreciation and amortization | 24,252,000 | 18,333,000 | 1,895,000 | ||||||||
Goodwill impairment | 1,208,000 | ||||||||||
Intangible Assets Impairment | 42,611,000 | ||||||||||
Restructuring charges | 2,116,000 | ||||||||||
Corporate & Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Premium revenue | 0 | ||||||||||
Direct Contracting revenue | 0 | ||||||||||
Service revenue | 0 | ||||||||||
Investment income | 0 | ||||||||||
Total revenue | (1,029,032,000) | (245,334,000) | (10,840,000) | ||||||||
Operating loss | (132,670,000) | (59,599,000) | (118,042,000) | ||||||||
Depreciation and amortization | 8,476,000 | 2,471,000 | 4,917,000 | ||||||||
Restructuring charges | 29,178,000 | ||||||||||
Corporate & Eliminations | Affiliated revenue | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | (1,029,032,000) | (245,334,000) | (10,840,000) | ||||||||
Corporate & Eliminations | Consumer Care | Affiliated revenue | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | $ (1,029,032,000) | $ (245,334,000) | $ (10,840,000) |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTEREST - Narrative (Details) - Controlling Interest Holder | Dec. 31, 2020 |
PMA | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 38% |
Centrum | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 25% |
REDEEMABLE NONCONTROLLING INT_4
REDEEMABLE NONCONTROLLING INTEREST - Schedule of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | $ 39,600 | |
Acquisition | 82,310 | |
Earnings/Loss attributable to redeemable noncontrolling interest | $ 29,883 | (29,263) |
Distributions | (4,311) | |
Measurement adjustment | 65,779 | 35,760 |
Ending balance | $ 219,758 | $ 128,407 |
DIRECT CONTRACTING - Narrative
DIRECT CONTRACTING - Narrative (Details) - direct_contracting_entity | 12 Months Ended | |
Jan. 01, 2022 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Number of direct contracting entities | 2 | |
Direct contracting, risk-mitigation, maximum percentage of performance year benchmark | 25% |
DIRECT CONTRACTING (Details)
DIRECT CONTRACTING (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Direct contracting performance year receivable | $ 99,181 | $ 0 | |
Direct contracting, performance year obligation | 0 | ||
Direct contracting, medical costs payable | 97,100 | ||
Increase (decrease) in direct contracting, CMS performance year benchmark | (71,600) | ||
Direct contracting, CMS performance, obligation | (71,600) | ||
Amortization of Direct contracting performance year receivable | 554,905 | ||
Amortization of Direct contracting performance year obligation | 654,087 | ||
Direct Contracting revenue | $ 654,087 | $ 0 | $ 0 |
QUARTERLY FINANCIAL INFORMATI_3
QUARTERLY FINANCIAL INFORMATION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Interim Period, Costs Not Allocable [Line Items] | |||||||||||
Premium revenue | $ 30,400 | $ 23,300 | $ (1,764,949) | $ (1,390,330) | $ (487,905) | ||||||
Medical costs | 30,400 | 23,300 | 2,206,243 | 1,294,158 | 451,918 | ||||||
Medical costs payable, increase (decrease) to prior years | 7,500 | 3,500 | 6,900 | ||||||||
Operating loss | (622,248) | (343,627) | (170,383) | ||||||||
Increase (decrease) in accounts receivable | (28,787) | 32,941 | (24,631) | ||||||||
Increase (decrease) in medical cost payable | 279,563 | 475,461 | 78,591 | ||||||||
Medical cost payable | 279,563 | 475,461 | 78,591 | ||||||||
Net loss | $ (177,465) | $ (200,790) | $ (182,648) | $ (77,062) | $ (169,405) | $ (76,643) | $ (29,442) | $ (47,620) | $ (637,965) | $ (323,110) | $ (161,222) |
Revision of Prior Period, Error Correction, Adjustment | |||||||||||
Interim Period, Costs Not Allocable [Line Items] | |||||||||||
Premium revenue | 49,900 | ||||||||||
Medical costs | 49,900 | ||||||||||
Medical costs payable, increase (decrease) to prior years | (39,200) | ||||||||||
Operating loss | 10,800 | ||||||||||
Increase (decrease) in accounts receivable | (17,900) | ||||||||||
Increase (decrease) in medical cost payable | (7,200) | ||||||||||
Medical cost payable | (7,200) | ||||||||||
Net loss | $ 10,800 |
QUARTERLY FINANCIAL INFORMATI_4
QUARTERLY FINANCIAL INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 569,374 | $ 598,875 | $ 599,222 | $ 644,559 | $ 380,223 | $ 464,957 | $ 415,105 | $ 252,748 | $ 2,412,030 | $ 1,513,033 | $ 514,887 |
Net loss | (177,465) | (200,790) | (182,648) | (77,062) | (169,405) | (76,643) | (29,442) | (47,620) | (637,965) | (323,110) | (161,222) |
Loss from discontinued operations, net of tax (Note 4) | (480,327) | (69,339) | (155,134) | (17,115) | (646,761) | (217,288) | (14,281) | 23,075 | (721,915) | (855,255) | (87,220) |
Less: Income attributable to non-controlling interests | (11,012) | (46,711) | (36,528) | (1,413) | (1,143) | (3,942) | (795) | (617) | |||
Less: Preferred Stock Dividends Accrued | (11,604) | (9,684) | (9,461) | (8,938) | 0 | 0 | 0 | 0 | |||
Net loss attributable to Bright Health Group, Inc. common shareholders | $ (680,408) | $ (326,524) | $ (383,771) | $ (104,528) | $ (817,309) | $ (297,873) | $ (44,518) | $ (25,162) | $ (1,495,231) | $ (1,184,862) | $ (248,442) |
Continuing operations, basic (in dollars per share) | $ (0.32) | $ (0.41) | $ (0.36) | $ (0.14) | $ (0.27) | $ (0.13) | $ (0.19) | $ (0.34) | $ (1.23) | $ (0.84) | $ (1.18) |
Continuing operations, diluted (in dollars per share) | (0.32) | (0.41) | (0.36) | (0.14) | (0.27) | (0.13) | (0.19) | (0.34) | (1.23) | (0.84) | (1.18) |
Discontinued operations, basic (in dollars per share) | (0.76) | (0.11) | (0.25) | (0.03) | (1.03) | (0.34) | (0.09) | 0.16 | (1.15) | (2.18) | (0.64) |
Discontinued operations, diluted (in dollars per share) | (0.76) | (0.11) | (0.25) | (0.03) | (1.03) | (0.34) | (0.09) | 0.16 | (1.15) | (2.18) | (0.64) |
Basic loss per share (in dollars per share) | (1.08) | (0.52) | (0.61) | (0.17) | (1.30) | (0.47) | (0.28) | (0.18) | (2.38) | (3.02) | (1.82) |
Diluted loss per share (in dollars per share) | $ (1.08) | $ (0.52) | $ (0.61) | $ (0.17) | $ (1.30) | $ (0.47) | $ (0.28) | $ (0.18) | $ (2.38) | $ (3.02) | $ (1.82) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - RSU's - shares shares in Thousands | 12 Months Ended | ||
Mar. 06, 2023 | Jan. 03, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Granted (in shares) | 30,272 | ||
Vesting period | 3 years | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Granted (in shares) | 26,800 | 27,100 | |
Vesting period | 3 years | 2 years |
CONDENSED FINANCIAL INFORMATI_3
CONDENSED FINANCIAL INFORMATION - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||||
Cash and cash equivalents | $ 466,325 | $ 289,283 | ||
Short-term investments | 13,206 | 144,477 | ||
Other non-current assets | 37,260 | 44,505 | ||
Total assets | 4,665,052 | 3,598,339 | ||
Liabilities, Redeemable Noncontrolling Interests, Redeemable Preferred Stock and Shareholders’ Equity (Deficit) | ||||
Short-term borrowings | 303,947 | 155,000 | ||
Other current liabilities | 121,424 | 108,849 | ||
Total liabilities | 3,725,367 | 2,324,812 | ||
Commitments and contingencies (Note 15) | ||||
Redeemable Series A preferred stock, $0.0001 par value; 750,000 and — shares authorized in 2022 and 2021, respectively; 750,000 and — shares issued and outstanding in 2022 and 2021, respectively | 920,417 | 0 | $ 1,681,015 | $ 871,990 |
Shareholders’ equity (deficit): | ||||
Common stock, $0.0001 par value; 3,000,000,000 and 3,000,000,000 shares authorized in 2022 and 2021, respectively; 630,271,508 and 628,622,872 shares issued and outstanding in 2022 and 2021, respectively | 63 | 63 | ||
Additional paid-in capital | 2,972,271 | 2,861,243 | ||
Retained earnings (deficit) | (3,156,395) | (1,700,851) | ||
Treasury stock, at cost, 2,522,148 shares at December 31, 2022 and 2021 | (12,000) | (12,000) | ||
Total shareholders’ equity (deficit) | (200,490) | 1,145,120 | $ (503,672) | $ (263,367) |
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit) | 4,665,052 | 3,598,339 | ||
Parent Company | ||||
Assets | ||||
Cash and cash equivalents | 335 | 971 | ||
Short-term investments | 1,619 | 1,119 | ||
Investment in subsidiaries | 1,037,067 | 1,301,937 | ||
Other non-current assets | 73 | 2,885 | ||
Total assets | 1,039,094 | 1,306,912 | ||
Liabilities, Redeemable Noncontrolling Interests, Redeemable Preferred Stock and Shareholders’ Equity (Deficit) | ||||
Related-party payable, net | 4,527 | 988 | ||
Short-term borrowings | 303,947 | 155,000 | ||
Other current liabilities | 6,264 | 2,469 | ||
Total liabilities | 314,738 | 158,457 | ||
Commitments and contingencies (Note 15) | ||||
Shareholders’ equity (deficit): | ||||
Common stock, $0.0001 par value; 3,000,000,000 and 3,000,000,000 shares authorized in 2022 and 2021, respectively; 630,271,508 and 628,622,872 shares issued and outstanding in 2022 and 2021, respectively | 63 | 63 | ||
Additional paid-in capital | 2,972,271 | 2,861,243 | ||
Retained earnings (deficit) | (3,156,395) | (1,700,851) | ||
Total shareholders’ equity (deficit) | (196,061) | 1,148,455 | ||
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit) | $ 1,039,094 | $ 1,306,912 |
CONDENSED FINANCIAL INFORMATI_4
CONDENSED FINANCIAL INFORMATION - Condensed Balance Sheets Additional Information (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Redeemable preferred stock, shares outstanding (in shares) | 925,000 | 0 | 164,245,000 | 119,222,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 | ||
Common stock, shares issued (in shares) | 630,271,508 | 628,622,872 | ||
Common stock, shares outstanding (in shares) | 630,271,508 | 628,622,872 | ||
Treasury stock, common, shares (in shares) | 2,522,148 | 2,522,148 | ||
Parent Company | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
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) | 630,271,508 | 628,622,872 | ||
Common stock, shares outstanding (in shares) | 630,271,508 | 628,622,872 |
CONDENSED FINANCIAL INFORMATI_5
CONDENSED FINANCIAL INFORMATION - Condensed Statements of Income (Loss) and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Investment income (loss) | $ (55,019) | $ 80,234 | $ 8,468 | ||||||||
Total revenue | $ 569,374 | $ 598,875 | $ 599,222 | $ 644,559 | $ 380,223 | $ 464,957 | $ 415,105 | $ 252,748 | 2,412,030 | 1,513,033 | 514,887 |
Operating costs | 632,030 | 527,453 | 225,063 | ||||||||
Total operating expenses | 3,034,278 | 1,856,660 | 685,270 | ||||||||
Interest expense | 12,821 | 7,230 | 0 | ||||||||
Income tax expense (benefit) | 3,680 | (26,521) | (9,161) | ||||||||
Net loss | (1,359,880) | (1,178,365) | (248,442) | ||||||||
Unrealized investment holding (losses) gains | (5,267) | (6,163) | 1,556 | ||||||||
Less: reclassification adjustments for investment (losses) gains | (4,173) | (402) | 112 | ||||||||
Other comprehensive (loss) income | (1,094) | (5,761) | 1,444 | ||||||||
Comprehensive loss | (1,360,974) | (1,184,126) | (246,998) | ||||||||
Parent Company | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Investment income (loss) | (36) | 30 | 26 | ||||||||
Total revenue | (36) | 30 | 26 | ||||||||
Operating costs | 112,867 | 69,170 | 5,867 | ||||||||
Total operating expenses | 112,867 | 69,170 | 5,867 | ||||||||
Interest expense | 12,822 | 7,732 | 0 | ||||||||
Loss before income taxes and equity in net loss of subsidiaries | (125,725) | (76,872) | (5,841) | ||||||||
Income tax expense (benefit) | 43 | 17 | 0 | ||||||||
Loss before equity in net loss of subsidiaries | (125,768) | (76,889) | (5,841) | ||||||||
Equity in net loss of subsidiaries | (1,329,776) | (1,107,973) | (242,601) | ||||||||
Net loss | (1,455,544) | (1,184,862) | (248,442) | ||||||||
Unrealized investment holding (losses) gains | (5,267) | (6,163) | 1,556 | ||||||||
Less: reclassification adjustments for investment (losses) gains | (4,173) | (402) | 112 | ||||||||
Other comprehensive (loss) income | (1,094) | (5,761) | 1,444 | ||||||||
Comprehensive loss | $ (1,456,638) | $ (1,190,623) | $ (246,998) |
CONDENSED FINANCIAL INFORMATI_6
CONDENSED FINANCIAL INFORMATION - Condensed Statements of Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | $ 234,466 | $ 82,059 | $ (57,238) |
Cash flows used in investing activities: | |||
Purchases of investments | (1,457,444) | (1,017,588) | (916,823) |
Proceeds from sales, paydown, and maturities of investments | 1,055,479 | 926,901 | 463,887 |
Business acquisitions, net of cash acquired | (310) | (431,791) | (230,332) |
Net cash used in investing activities | (429,723) | (552,892) | (689,742) |
Cash flows from financing activities: | |||
Proceeds from issuance of preferred stock | 920,417 | 0 | 711,200 |
Proceeds from issuance of common stock | 1,315 | 11,390 | 1,241 |
Proceeds from short-term borrowings | 303,947 | 355,000 | 0 |
Repayments of short-term borrowings | (155,000) | (200,000) | 0 |
Payments for debt issuance costs | 0 | (3,391) | 0 |
Proceeds from IPO | 0 | 887,328 | 0 |
Payments for IPO offering costs | 0 | (6,686) | 0 |
Net cash provided by financing activities | 1,066,368 | 1,043,641 | 712,441 |
Net increase (decrease) in cash and cash equivalents | 871,111 | 572,808 | (34,539) |
Cash and cash equivalents of continuing and discontinued operations– beginning of year | 1,061,179 | 488,371 | 522,910 |
Cash and cash equivalents of continuing and discontinued operations– end of year | 1,932,290 | 1,061,179 | 488,371 |
Cash dividends | 0 | 0 | 65,100 |
Parent Company | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | (5,910) | (4,888) | (168) |
Cash flows used in investing activities: | |||
Purchases of investments | (500) | 0 | (1,119) |
Proceeds from sales, paydown, and maturities of investments | 0 | 0 | 1,191 |
Capital contributions to operating subsidiaries | (1,064,595) | (607,699) | (480,869) |
Business acquisitions, net of cash acquired | (310) | (431,791) | (230,331) |
Net cash used in investing activities | (1,065,405) | (1,039,490) | (711,128) |
Cash flows from financing activities: | |||
Proceeds from issuance of preferred stock | 920,417 | 0 | 711,200 |
Proceeds from issuance of common stock | 1,315 | 11,390 | 1,241 |
Proceeds from short-term borrowings | 303,947 | 355,000 | 0 |
Repayments of short-term borrowings | (155,000) | (200,000) | 0 |
Payments for debt issuance costs | 0 | (3,391) | 0 |
Proceeds from IPO | 0 | 887,328 | 0 |
Payments for IPO offering costs | 0 | (6,686) | 0 |
Net cash provided by financing activities | 1,070,679 | 1,043,641 | 712,441 |
Net increase (decrease) in cash and cash equivalents | (636) | (737) | 1,145 |
Cash and cash equivalents of continuing and discontinued operations– beginning of year | 971 | 1,708 | 563 |
Cash and cash equivalents of continuing and discontinued operations– end of year | $ 335 | $ 971 | $ 1,708 |
CONDENSED FINANCIAL INFORMATI_7
CONDENSED FINANCIAL INFORMATION - Subsidiary Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |||
Cash dividends | $ 0 | $ 0 | $ 65.1 |