NEUE Neuehealth Inc

• Delivered strong full year 2023 results in Continuing Business, focused on serving all populations through differentiated, value-driven care model
• Served 461,000 consumers, an increase of 294% from prior year on a comparable basis
• NeueCare and NeueSolutions segments well-positioned to drive strong performance in 2024, resulting in expected Enterprise Adjusted EBITDA between $15 million and $25 million †

NeueHealth, Inc. (“NeueHealth” or the “Company”) (NYSE: NEUE), the value-driven healthcare company, today reported financial results for its fourth quarter and full year ended December 31, 2023.

“We achieved significant milestones as a company this past year, completing the sale of our California Medicare Advantage business and fully focusing on where we have proven to have the greatest impact - through our care delivery and provider enablement business,” said Mike Mikan, President and CEO of NeueHealth. “Our NeueHealth business drove strong results in 2023, delivering $1.2 billion in revenue, up 55% year over year, and serving 461,000 consumers across the country. We have great confidence in this business and the value-driven, consumer-centric care model we have built, and we look forward to continuing to align the interests of providers, payors, and consumers to drive differentiated value for all in 2024.”

Key Metrics

 

 

As of December 31,

 

2023

 

2022

Consumer and Patient Metrics

 

 

 

Value-Based Consumers served1

355,000

 

117,000

Enablement Services Lives

106,000

 

—

 

1The value-based care consumers at December 31, 2022 excludes approximately 419,000 consumers attributable to our Bright HealthCare-Commercial business that we exited at the end of 2022.

 

 

Three Months Ended

 

Years Ended

($ in thousands)

December 31,

 

December 31,

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Financial Metrics

 

 

 

 

 

 

 

Revenue

$

292,871

 

 

$

227,696

 

 

$

1,160,802

 

 

$

751,163

 

Net Loss from Continuing Operations

$

(62,827

)

 

$

(84,671

)

 

$

(627,742

)

 

$

(385,242

)

Adjusted EBITDA (non-GAAP)

$

(10,356

)

 

$

(22,247

)

 

$

(8,480

)

 

$

(75,095

)

See the table at the end of this release for additional information and a reconciliation of the non-GAAP measures used in the table above. Full Year 2023 Net Loss from Continuing Operations of $(627,742) includes $(515,791) related to non-cash items. See table at the end of this release for more detail.

Financial Outlook

For full year 2024, NeueHealth is providing the following guidance and commentary:

• NeueHealth’s Enterprise Revenue is expected to be approximately $1 billion
• On a segment basis, NeueCare Revenue is expected to be between $310 million and $320 million, while NeueSolutions Revenue is expected to be between $690 million and $700 million
• Enterprise Adjusted Operating Cost Ratio is expected to be between 15% and 16%†
• Enterprise Adjusted EBITDA is expected to be between $15 million and $25 million in 2024†

† Reconciliations of projected Adjusted EBITDA and projected Adjusted Operating Cost Ratio to the most directly comparable GAAP financial measures are not provided because the Company is unable to provide such reconciliations without unreasonable effort. The inability to provide a reconciliation is due to the uncertainty and inherent difficulty predicting the occurrence, the financial impact and the periods in which the non-GAAP adjustments may be recognized. With respect to Adjusted EBITDA, these GAAP measures may include the impact of such items as interest expense, income tax expense, transaction costs, depreciation and amortization, share-based compensation expense, restructuring costs, contract termination costs, impairment of goodwill or intangible assets, financial solvency of contractual counterparties, changes in the fair value of equity securities and derivatives, changes in the fair value of contingent consideration; and the tax effect of all such items. Historically, the Company has excluded these items from non-GAAP financial measures. With respect to Adjusted Operating Cost Ratio, these GAAP measures may include the impact of such items as share-based compensation. The Company currently expects to continue to exclude these items in future disclosures of non-GAAP financial measures and may also exclude other items that may arise (collectively, “non-GAAP adjustments”). The decisions and events that typically lead to the recognition of non-GAAP adjustments, such as a decision to exit part of the business, are inherently unpredictable as to if or when they may occur. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.

Earnings Conference Call

As previously announced, NeueHealth will discuss the Company’s results, strategy, and outlook on a conference call with investors at 8:00 a.m. Eastern Time today. NeueHealth will host a live webcast of this conference call which can be accessed from the Investor Relations page of the company’s website (investors.neuethealth.com). Following the call, a webcast replay will be available on the same site. This earnings release and the Form 8-K filed March 6, 2024 can be accessed on the Investor Relations page of the Company’s website. We routinely post important information on our website, including corporate and investor presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in the Investor Relations section of our website. Accordingly, investors should monitor this portion of our website, in addition to following our press releases, U.S. Securities and Exchange Commission (“SEC”) filings and public conference calls and webcasts.

About NeueHealth

NeueHealth is a value-driven healthcare company grounded in the belief that all health consumers are entitled to high-quality, coordinated care. By uniquely aligning the interests of health consumers, providers, and payors, NeueHealth helps to make healthcare accessible and affordable to all populations across the ACA Marketplace, Medicare, and Medicaid. NeueHealth delivers high-quality clinical care to over 460,000 health consumers through owned clinics and unique partnerships with over 3,000 affiliated providers. We also enable independent providers and medical groups to thrive in performance-based arrangements through a suite of technology and services scaled centrally and deployed locally. We believe our value-driven, consumer-centric care model can transform the healthcare experience and maximize value across the healthcare system. For more information, visit: www.neuehealth.com.

Forward-Looking Statements

Statements made in this release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipate,” “expect,” “plan,” “believe,” “intend,” “project,” “forecast,” “estimates,” “projections,” “outlook,” “ensure,” and other similar expressions. These forward-looking statements include any statements regarding our plans and expectations. Such forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Factors that might materially affect such forward-looking statements include: our ability to continue as a going concern; our ability to comply with the terms of our credit facility or any credit facility into which we enter in the future; our ability to receive the remaining proceeds from the sale of our Medicare Advantage business in California in a timely manner; our ability to obtain any short or long term debt or equity financing needed to operate our business; our ability to quickly and efficiently complete the wind down our IFP businesses and MA businesses outside of California, including by satisfying liabilities of those businesses when due and payable; potential disruptions to our business due to corporate restructuring and any resulting headcount reduction; our ability to accurately estimate and effectively manage the costs relating to changes in our businesses offerings and models; a delay or inability to withdraw regulated capital from our subsidiaries; a lack of acceptance or slow adoption of our business model; our ability to retain existing consumers and expand consumer enrollment; our and our Care Partner’s abilities to obtain and accurately assess, code, and report risk adjustment factor scores; our ability to contract with care providers and arrange for the provision of quality care; our ability to accurately estimate our medical expenses, effectively manage our costs and claims liabilities or appropriately price our products and charge premiums; our ability to obtain claims information timely and accurately; the impact of any pandemic or epidemic on our business and results of operations; the risks associated with our reliance on third-party providers to operate our business; the impact of modifications or changes to the U.S. health insurance markets; our ability to manage any growth of our business; our ability to operate, update or implement our technology platform and other information technology systems; our ability to retain key executives; our ability to successfully pursue acquisitions and integrate acquired businesses; the occurrence of severe weather events, catastrophic health events, natural or man-made disasters, and social and political conditions or civil unrest; our ability to prevent and contain data security incidents and the impact of data security incidents on our members, patients, employees and financial results; our ability to comply with requirements to maintain effective internal controls; our ability to adapt to the new risks associated with our ACO Reach businesses, including any unanticipated market or regulatory developments; and the other factors set forth under the heading “Risk Factors” in the Company’s reports on Form 10-K, Form 10-Q, and Form 8-K (including all amendments to those reports) and our other filings with the SEC. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or changes in our expectations.

NeueHealth, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share and per share data)

(Unaudited)

 

 

December 31, 2023

 

December 31, 2022

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

87,299

 

 

$

217,006

 

Short-term investments

 

6,265

 

 

 

869

 

Accounts receivable, net of allowance of $14,023 and $6,098, respectively

 

39,084

 

 

 

19,576

 

ACO REACH performance year receivable

 

115,878

 

 

 

99,181

 

Current assets of discontinued operations

 

822,570

 

 

 

3,187,464

 

Prepaids and other current assets

 

17,831

 

 

 

46,538

 

Total current assets

 

1,088,927

 

 

 

3,570,634

 

Other assets:

​

 

​

Long-term investments

 

—

 

 

 

5,401

 

Property, equipment and capitalized software, net

 

14,499

 

 

 

21,298

 

Goodwill

 

—

 

 

 

401,385

 

Intangible assets, net

 

93,238

 

 

 

104,952

 

Long-term assets of discontinued operations

 

—

 

 

 

529,117

 

Other non-current assets

 

28,816

 

 

 

32,265

 

Total other assets

 

136,553

 

 

 

1,094,418

 

Total assets

$

1,225,480

 

 

$

4,665,052

 

Liabilities, Redeemable Noncontrolling Interest, Redeemable Preferred Stock and Shareholders’ Equity (Deficit)

 

 

​

Current liabilities:

 

 

​

Medical costs payable

$

157,903

 

 

$

116,021

 

Accounts payable

 

11,841

 

 

 

18,714

 

Short-term borrowings

 

303,947

 

 

 

303,947

 

Current liabilities of discontinued operations

 

699,758

 

 

 

3,157,236

 

Risk share payable to deconsolidated entity

 

123,981

 

 

 

—

 

Warrant liability

 

13,971

 

 

 

—

 

Other current liabilities

 

79,856

 

 

 

97,241

 

Total current liabilities

 

1,391,257

 

 

 

3,693,159

 

Long-term borrowings

 

66,400

 

 

 

—

 

Other liabilities

 

22,441

 

 

 

32,208

 

Total liabilities

 

1,480,098

 

 

 

3,725,367

 

Commitments and contingencies

 

 

​

Redeemable noncontrolling interests

 

88,908

 

 

 

219,758

 

Redeemable Series A preferred stock, $0.0001 par value; 750,000 shares authorized in 2023 and 2022; 750,000 shares issued and outstanding in 2023 and 2022

 

747,481

 

 

 

747,481

 

Redeemable Series B preferred stock, $0.0001 par value; 175,000 shares authorized in 2023 and 2022; 175,000 shares issued and outstanding in 2023 and 2022

 

172,936

 

 

 

172,936

 

Shareholders’ equity (deficit):

 

 

​

Common stock, $0.0001 par value; 3,000,000,000 shares authorized in 2023 and 2022; 8,053,576 and 7,878,394 shares issued and outstanding in 2023 and 2022*, respectively

 

1

 

 

 

1

 

Additional paid-in capital

 

3,056,027

 

 

 

2,972,333

 

Accumulated deficit

 

(4,307,849

)

 

 

(3,156,395

)

Accumulated other comprehensive loss

 

(122

)

 

 

(4,429

)

Treasury stock, at cost, 31,526 shares at December 31, 2023 and 2022

 

(12,000

)

 

 

(12,000

)

Total shareholders’ equity (deficit)

 

(1,263,943

)

 

 

(200,490

)

Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit)

$

1,225,480

 

 

$

4,665,052

 

 

*Shares have been retroactively adjusted to reflect the reverse stock split effective May 22, 2023

NeueHealth, Inc. and Subsidiaries

Consolidated Statements of Income (Loss)

(in thousands, except share and per share data)

(Unaudited)

 

​

Three Months Ended December 31,

 

Years Ended December 31,

​

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Revenue:

​

 

​

 

 

 

 

Capitated revenue

$

60,091

 

 

$

33,609

 

 

$

219,774

 

​

$

112,904

 

ACO REACH revenue

 

219,659

 

 

 

188,652

 

 

 

896,504

 

​

 

654,087

 

Service revenue

 

13,051

 

 

 

8,563

 

 

 

44,438

 

​

 

39,601

 

Investment income (loss)

 

70

 

 

 

(3,128

)

 

 

86

 

​

 

(55,429

)

Total revenue

 

292,871

 

 

 

227,696

 

 

 

1,160,802

 

​

 

751,163

 

Operating expenses:

 

 

 

 

 

 

 

Medical costs

 

264,864

 

 

 

200,573

 

 

 

996,582

 

​

 

662,972

 

Operating costs

 

65,441

 

 

 

93,085

 

 

 

287,138

 

​

 

354,436

 

Bad debt expense

 

4,353

 

 

 

1

 

 

 

27,407

 

 

 

12

 

Restructuring charges

 

123

 

 

 

19,516

 

 

 

6,990

 

 

 

29,178

 

Goodwill impairment

 

—

 

 

 

—

 

 

 

401,385

 

 

 

—

 

Intangible assets impairment

 

—

 

 

 

—

 

 

 

—

 

 

 

42,611

 

Depreciation and amortization

 

4,025

 

 

 

5,427

 

 

 

18,296

 

​

 

30,710

 

Total operating expenses

 

338,806

 

 

 

318,602

 

 

 

1,737,798

 

​

 

1,119,919

 

Operating loss

 

(45,935

)

 

 

(90,906

)

 

 

(576,996

)

​

 

(368,756

)

Interest expense

 

11,205

 

 

 

6,387

 

 

 

38,203

 

​

 

12,822

 

Warrant expense

 

4,097

 

 

 

—

 

 

 

13,971

 

 

 

—

 

Other income

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Loss from continuing operations before income taxes

 

(61,237

)

 

 

(97,293

)

 

 

(629,170

)

​

 

(381,578

)

Income tax (benefit) expense

 

1,590

 

 

 

(12,622

)

 

 

(1,428

)

​

 

3,664

 

Net loss from continuing operations

 

(62,827

)

 

 

(84,671

)

 

 

(627,742

)

​

 

(385,242

)

Loss from discontinued operations, net of tax

 

(397,745

)

 

 

(573,120

)

 

 

(638,066

)

 

 

(974,638

)

Net Loss

 

(460,572

)

 

 

(657,791

)

 

 

(1,265,808

)

 

 

(1,359,880

)

Net earnings from continuing operations attributable to noncontrolling interests

 

230,856

 

 

 

(11,013

)

 

 

114,354

 

​

 

(95,664

)

Series A preferred stock dividend accrued

 

(10,305

)

 

 

(9,806

)

 

 

(40,139

)

 

 

(37,889

)

Series B preferred stock dividend accrued

 

(2,311

)

 

 

(1,798

)

 

 

(9,006

)

 

 

(1,798

)

Net loss attributable to NeueHealth, Inc. common shareholders

$

(242,332

)

 

$

(680,408

)

 

$

(1,200,599

)

​

$

(1,495,231

)

 

 

 

 

 

 

 

 

Basic and diluted loss per share attributable to NeueHealth, Inc. common shareholders

 

 

 

 

 

 

 

Continuing operations

$

19.54

 

 

$

(13.64

)

 

$

(70.72

)

 

$

(66.17

)

Discontinued operations

 

(50.01

)

 

 

(72.84

)

 

 

(80.22

)

 

 

(123.87

)

Basic and diluted loss per share

 

(30.47

)

 

 

(86.48

)

 

 

(150.94

)

​

 

(190.04

)

 

 

 

 

 

 

 

 

Basic and diluted weighted-average common shares outstanding*

 

7,954

 

 

 

7,868

 

 

 

7,954

 

​

 

7,868

 

 

*Shares have been retroactively adjusted to reflect the reverse stock split effective May 22, 2023

NeueHealth, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 

​

Years Ended December 31,

​

 

2023

 

 

 

2022

 

Cash flows from operating activities:

 

 

 

Net loss

$

(1,265,808

)

​

$

(1,359,880

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

Depreciation and amortization

 

24,167

 

​

 

50,575

 

Impairment of intangible assets

 

—

 

 

 

49,331

 

Impairment of goodwill

 

587,535

 

 

 

75,372

 

Share-based compensation

 

83,692

 

​

 

109,713

 

Deferred income taxes

 

(3,063

)

​

 

2,027

 

Unrealized loss on equity securities

 

—

 

 

 

55,449

 

Impairment of investments

 

—

 

 

 

67,723

 

Warrant expense

 

13,971

 

 

 

—

 

Amortization of investments

 

(17,986

)

 

 

2,551

 

Loss on disposal of property, equipment, and capitalized software

 

6,418

 

 

 

10,981

 

Other, net

 

1,858

 

​

 

10,631

 

Changes in assets and liabilities, net of acquired assets and liabilities:

 

​

​

Accounts receivable

 

(7,756

)

​

 

28,787

 

ACO REACH performance year receivable

 

(16,697

)

 

 

(99,181

)

Other assets

 

191,441

 

​

 

(21,832

)

Medical cost payable

 

(635,616

)

​

 

279,563

 

Risk adjustment payable

 

(1,652,744

)

​

 

1,012,720

 

Accounts payable and other liabilities

 

(149,325

)

​

 

2,696

 

Unearned revenue

 

(10,614

)

​

 

(42,760

)

Risk share payable to deconsolidated entity

 

123,981

 

 

 

—

 

Net cash (used in) provided by operating activities

 

(2,726,546

)

 

 

234,466

 

Cash flows from investing activities:

 

 

 

Purchases of investments

 

(837,074

)

​

 

(1,457,444

)

Proceeds from sales, paydown, and maturities of investments

 

1,960,283

 

​

 

1,055,479

 

Purchases of property and equipment

 

(2,897

)

​

 

(27,448

)

Business divestiture

 

(682

)

 

 

—

 

Business acquisitions, net of cash acquired

 

—

 

​

 

(310

)

Net cash provided by (used in) investing activities

 

1,119,630

 

 

 

(429,723

)

Cash flows from financing activities:

 

 

 

Proceeds from issuance of preferred stock

 

—

 

 

 

920,417

 

Proceeds from issuance of common stock

 

—

 

​

 

1,315

 

Proceeds from long-term borrowings

 

66,400

 

 

 

—

 

Proceeds from short-term borrowings

 

—

 

​

 

303,947

 

Repayments of short-term borrowings

 

—

 

​

 

(155,000

)

Distributions to noncontrolling interest holders

 

(16,494

)

 

 

(4,311

)

Net cash (used in) provided by financing activities

 

49,906

 

​

 

1,066,368

 

Net (decrease)/ increase in cash and cash equivalents

 

(1,557,010

)

​

 

871,111

 

Cash and cash equivalents – beginning of year

$

1,932,290

 

​

$

1,061,179

 

Cash and cash equivalents – end of period

$

375,280

 

​

$

1,932,290

 

NeueHealth, Inc. and Subsidiaries

Segment Information

(in thousands)

(Unaudited)

 

NeueCare

 

 

 

 

 

 

 

($ in thousands)

Three Months Ended December 31,

 

Years Ended December 31,

Statement of income (loss) and operating data:

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

Capitated revenue

$

60,091

 

 

$

33,609

 

 

$

219,774

 

 

$

112,904

 

Service revenue

 

11,848

 

 

 

8,527

 

 

 

41,559

 

 

 

39,487

 

Total unaffiliated revenue

 

71,939

 

 

 

42,136

 

 

 

261,333

 

 

 

152,391

 

Affiliated revenue

 

(611

)

 

 

209,522

 

 

 

5,876

 

 

 

1,039,620

 

Total segment revenue

 

71,328

 

 

 

251,658

 

 

 

267,209

 

 

 

1,192,011

 

Operating expenses

 

 

 

 

 

 

 

Medical Costs

 

33,158

 

 

 

367,731

 

 

 

97,483

 

 

 

1,217,742

 

Operating Costs

 

26,896

 

 

 

30,796

 

 

 

119,922

 

 

 

124,780

 

Goodwill impairment

 

—

 

 

 

—

 

 

 

401,385

 

 

 

—

 

Intangible assets impairment

 

—

 

 

 

—

 

 

 

—

 

 

 

42,611

 

Bad debt expense

 

4,345

 

 

 

1

 

 

 

4,984

 

 

 

5

 

Restructuring charges

 

—

 

 

 

—

 

 

 

130

 

 

 

—

 

Depreciation and amortization

 

3,181

 

 

 

3,115

 

 

 

12,651

 

 

 

22,234

 

Total operating expenses

 

67,580

 

 

 

401,643

 

 

 

636,555

 

 

 

1,407,372

 

Operating income (loss)

$

3,748

 

 

$

(149,985

)

 

$

(369,346

)

 

$

(215,361

)

NeueSolutions

 

 

 

 

 

 

 

($ in thousands)

Three Months Ended December 31,

 

Years Ended December 31,

Statement of income (loss) and operating data:

 

2023

 

 

 

2022

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

ACO REACH revenue

$

219,659

 

 

$

188,652

 

 

$

896,504

 

 

 

654,087

Service revenue

 

1,203

 

 

 

36

 

 

 

2,879

 

 

 

114

Total segment revenue

 

220,862

 

 

 

188,688

 

 

 

899,383

 

 

 

654,201

Operating expenses

 

 

 

 

 

 

 

Medical Costs

 

231,095

 

 

 

187,108

 

 

 

904,986

 

 

 

644,269

Operating Costs

 

4,391

 

 

 

2,030

 

 

 

14,474

 

 

 

8,508

Bad debt expense

 

8

 

 

 

—

 

 

 

22,423

 

 

 

—

Total operating expenses

 

235,494

 

 

 

189,138

 

 

 

941,883

 

 

 

652,777

Operating income

$

(14,632

)

 

$

(450

)

 

$

(42,500

)

 

$

1,424

Non-GAAP Financial Measures

We use the non-GAAP financial measures Adjusted EBITDA, Adjusted Operating Cost Ratio, NeueCare Adjusted EBITDA, and NeueSolutions Adjusted EBITDA. We define Adjusted EBITDA as Net Loss excluding loss from discontinued operations, interest expense, income taxes, transaction costs, depreciation and amortization, share-based compensation expense, restructuring and contract termination costs, impairment of goodwill and intangible assets, losses related to the bankruptcy of one of our ACO REACH partners, changes in the fair value of equity securities and derivatives, changes in the fair value of contingent consideration. We define Adjusted Operating Cost Ratio as Operating Cost Ratio excluding share-based compensation expense. We define NeueCare Adjusted EBITDA as NeueCare Net Loss excluding interest expense, income taxes, transaction costs, depreciation and amortization, share-based compensation expense, restructuring and contract termination costs, impairment of goodwill and intangible assets, losses related to the bankruptcy of one of our ACO REACH partners, changes in the fair value of equity securities and derivatives, and changes in fair value of contingent consideration. We define NeueSolutions Adjusted EBITDA as NeueSolutions Net Loss excluding interest expense, income taxes, transaction costs, depreciation and amortization, share-based compensation expense, restructuring and contract termination costs, impairment of goodwill and intangible assets, losses related to the bankruptcy of one of our ACO REACH partners, changes in the fair value of equity securities and derivatives, and changes in fair value of contingent consideration. These non-GAAP measures have been presented in this quarterly Earnings Release or in the earnings conference call as supplemental measures of financial performance that are not required by or presented in accordance with GAAP because we believe they assist management and investors in comparing our operating performance across reporting periods on a consistent basis by excluding and including items that we do not believe are indicative of our core operating performance. Management believes these measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management uses Adjusted EBITDA, Adjusted Operating Cost Ratio, NeueCare Adjusted EBITDA, and NeueSolutions Adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.

Adjusted EBITDA is not a recognized term under GAAP and should not be considered as an alternative to Net Income (Loss) as a measure of financial performance or any other performance measure derived in accordance with GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow available for management’s discretionary use as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The presentation of Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentation of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

Adjusted Operating Cost Ratio is not a recognized term under GAAP and should not be considered as an alternative to Operating Cost Ratio as a measure of financial performance or any other performance measure derived in accordance with GAAP. The presentation of Adjusted Operating Cost Ratio has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentation of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

Neither NeueCare Adjusted EBITDA nor NeueSolutions Adjusted EBITDA are recognized terms under GAAP and should not be considered as alternatives to NeueCare Net Loss or NeueSolutions Net Loss, respectively, as a measure of financial performance or any other performance measure derived in accordance with GAAP. The presentation of NeueCare Adjusted EBITDA and NeueSolutions Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentation of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

The following table provides a reconciliation of net loss to Adjusted EBITDA for the periods presented:

 

Three Months Ended December 31,

 

Years Ended December 31,

($ in thousands)

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Net loss

$

(460,572

)

 

$

(657,792

)

 

$

(1,265,808

)

 

$

(1,359,880

)

Loss from Discontinued Operations (a)

 

397,745

 

 

 

573,120

 

 

 

638,066

 

 

 

974,638

 

EBITDA adjustments from continuing operations

 

 

 

 

 

 

 

Interest expense

 

11,206

 

 

 

6,387

 

 

 

38,203

 

 

 

12,822

 

Income tax (benefit) expense

 

1,591

 

 

 

(12,622

)

 

 

(1,428

)

 

 

3,664

 

Transaction costs (b)

 

4,363

 

 

 

—

 

 

 

23,252

 

 

 

386

 

Depreciation and amortization

 

4,024

 

 

 

5,426

 

 

 

18,296

 

 

 

30,710

 

Share-based compensation expense (c)

 

18,081

 

 

 

32,450

 

 

 

83,692

 

 

 

109,713

 

Restructuring and contract termination costs (d)

 

122

 

 

 

19,560

 

 

 

6,990

 

 

 

29,678

 

Impairment of goodwill and long-lived assets

 

274

 

 

 

—

 

 

 

401,659

 

 

 

42,611

 

ACO REACH care partner bankruptcy (e)

 

8,713

 

 

 

—

 

 

 

36,454

 

 

 

—

 

Change in fair value of warrant liability (f)

 

4,097

 

 

 

—

 

 

 

13,971

 

 

 

—

 

Change in fair value of contingent consideration (g)

 

—

 

 

 

332

 

 

 

(1,827

)

 

 

332

 

Change in fair value of equity securities

 

—

 

 

 

10,892

 

 

 

—

 

 

 

80,231

 

EBITDA adjustments from continuing operations

$

52,471

 

 

$

62,425

 

 

$

619,262

 

 

$

310,147

 

Adjusted EBITDA

$

(10,356

)

 

$

(22,247

)

 

$

(8,480

)

 

$

(75,095

)

(a)

Beginning in the fourth quarter of 2022, Adjusted EBITDA excludes the impact of discontinued operations. The comparable period in 2022 has been recast to exclude these impacts. Represents losses associated with the Commercial business segment and MA Legacy operations that we exited at the end of 2022 and the California Medicare Advantage business classified as held for sale.

(b)

Transaction costs include accounting, tax, valuation, consulting, legal and investment banking fees directly relating to financing initiatives. These costs can vary from period to period and impact comparability, and we do not believe such transaction costs reflect the ongoing performance of our business.

(c)

Represents non-cash compensation expense related to stock option and restricted stock unit award grants, which can vary from period to period based on a number of factors, including the timing, quantity and grant date fair value of the awards.

(d)

Restructuring and contract termination costs represent severance costs as part of a workforce reduction, amounts paid for early termination of leases, and impairment of certain long-lived assets primarily relating to our decision to exit the Commercial business for the 2023 plan year.

(e)

Represents the costs expected to be incurred as a result of one of our ACO REACH care partners filing for bankruptcy; includes the full allowance established for the outstanding receivable and ongoing costs incurred to manage and provide service to members attributed to the care partner that would have otherwise been reimbursed prior to the care partner’s bankruptcy.

(f)

Represents the non-cash change in the fair value of the warrant liability established for warrants included in our financing arrangements, which are remeasured at fair value each reporting period.

(g)

Represents the non-cash change in fair value of contingent consideration from business combinations, which is remeasured at fair value each reporting period.

The following table provides a reconciliation of Adjusted Operating Cost Ratio for the periods presented:

 

Three Months Ended December 31,

 

Years Ended December 31,

 

2023

 

2022

 

2023

 

2022

Operating Cost Ratio

22.3%

 

40.9%

 

24.7%

 

47.2%

Impact of share-based compensation expense (a)

(6.2)%

 

(14.3)%

 

(7.2)%

 

(14.6)%

Adjusted Operating Cost Ratio (b)

16.1%

 

26.6%

 

17.5%

 

32.6%

(a)

Represents non-cash compensation expense related to stock option and restricted stock unit award grants, which can vary from period to period based on a number of factors, including the timing, quantity and grant date fair value of the awards.

(b)

The three months ended December 31, 2023 is lower by 10.5% and the year ended December 31, 2023 is higher by 15.1%, respectively, due to the impacts of income (loss) driven from unrealized gains and losses on equity securities and realized gains and losses on sales of investments.

The following table provides a reconciliation of NeueCare net loss to NeueCare Adjusted EBITDA for the periods presented:

NeueCare

 

 

 

 

 

 

 

Three Months Ended December 31,

 

Years Ended December 31,

($ in thousands)

2023

 

 

2022

 

 

 

2023

 

 

 

2022

 

NeueCare Net Income (Loss)

$

3,748

 

$

(149,985

)

 

$

(369,346

)

 

$

(215,361

)

Interest expense

 

—

 

 

—

 

 

 

—

 

 

 

—

 

Income tax (benefit) expense

 

—

 

 

—

 

 

 

—

 

 

 

—

 

Transaction costs (a)

 

—

 

 

—

 

 

 

—

 

 

 

—

 

Depreciation and amortization

 

3,181

 

 

3,115

 

 

 

12,651

 

 

$

22,234

 

Share-based compensation expense (b)

 

—

 

 

—

 

 

 

—

 

 

 

—

 

Restructuring and contract termination costs (c)

 

—

 

 

—

 

 

 

130

 

 

 

—

 

Impairment of goodwill and intangible assets

 

—

 

 

—

 

 

 

401,385

 

 

 

—

 

ACO REACH care partner bankruptcy (d)

 

—

 

 

—

 

 

 

—

 

 

 

—

 

Change in fair value of warrant liability (e)

 

—

 

 

—

 

 

 

—

 

 

 

—

 

Change in fair value of contingent consideration (f)

 

—

 

 

—

 

 

 

(1,827

)

 

 

—

 

Change in fair value of equity securities

 

—

 

 

—

 

 

 

—

 

 

 

—

 

NeueCare Adjusted EBITDA

$

6,929

 

$

(146,870

)

 

$

42,993

 

 

$

(193,127

)

The following table provides a reconciliation of NeueSolutions net loss to NeueSolutions Adjusted EBITDA for the periods presented:

NeueSolutions

 

 

 

 

 

 

 

Three Months Ended December 31,

 

Years Ended December 31,

($ in thousands)

 

2023

 

 

 

2022

 

 

 

2023

 

 

2022

NeueSolutions Net loss

$

(14,632

)

 

$

(450

)

 

$

(42,500

)

 

$

1,424

Interest expense

 

—

 

 

 

—

 

 

 

—

 

 

 

—

Income tax (benefit) expense

 

—

 

 

 

—

 

 

 

—

 

 

 

—

Transaction costs (a)

 

—

 

 

 

—

 

 

 

—

 

 

 

—

Depreciation and amortization

 

—

 

 

 

—

 

 

 

—

 

 

 

—

Share-based compensation expense (b)

 

—

 

 

 

—

 

 

 

—

 

 

 

—

Restructuring and contract termination costs (c)

 

—

 

 

 

—

 

 

 

—

 

 

 

—

Impairment of goodwill and intangible assets

 

—

 

 

 

—

 

 

 

—

 

 

 

—

ACO REACH care partner bankruptcy (d)

 

8,713

 

 

 

—

 

 

 

36,454

 

 

 

—

Change in fair value of warrant liability (e)

 

—

 

 

 

—

 

 

 

—

 

 

 

—

Change in fair value of contingent consideration (f)

 

—

 

 

 

—

 

 

 

—

 

 

 

—

Change in fair value of equity securities

 

—

 

 

 

—

 

 

 

—

 

 

 

—

NeueSolutions Adjusted EBITDA

$

(5,919

)

 

$

(450

)

 

$

(6,046

)

 

$

1,424

(a)

Transaction costs include accounting, tax, valuation, consulting, legal and investment banking fees directly relating to financing initiatives. These costs can vary from period to period and impact comparability, and we do not believe such transaction costs reflect the ongoing performance of our business.

(b)

Represents non-cash compensation expense related to stock option and restricted stock unit award grants, which can vary from period to period based on a number of factors, including the timing, quantity and grant date fair value of the awards.

(c)

Restructuring and contract termination costs represent severance costs as part of a workforce reduction, amounts paid for early termination of leases, and impairment of certain long-lived assets primarily relating to our decision to exit the Commercial business for the 2023 plan year.

(d)

Represents the costs expected to be incurred as a result of one of our ACO REACH care partners filing for bankruptcy; includes the full allowance established for the outstanding receivable and ongoing costs incurred to manage and provide service to members attributed to the care partner that would have otherwise been reimbursed prior to the care partner’s bankruptcy.

(e)

Represents the non-cash change in the fair value of the warrant liability established for warrants included in our financing arrangements, which are remeasured at fair value each reporting period.

(f)

Represents the non-cash change in fair value of contingent consideration from business combinations, which is remeasured at fair value each reporting period.

 

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Investor Contact: IR@neuehealth.com

Media Contact: media@neuehealth.com