Form 8-K - Current report

0001671284false9250 NW 36th St Suite 420DoralFlorida00016712842024-05-082024-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported) May 8, 2024

NeueHealth, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-40537			47-4991296
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

9250 NW 36th St Suite 420, Doral, Florida						33178
Address of Principal Executive Office						(Zip Code)

[phone]

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.0001 per share			NEUE			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 2.02    Results of Operations and Financial Condition.

On May 8, 2024 NeueHealth, Inc. (the "Company") issued a news release announcing its financial results for the first quarter ended March 31, 2024. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						News Release, dated May 8, 2024
104						The cover page from the Current Report on Form 8-K formatted in Inline XBRL.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						NeueHealth, Inc.
Date:			May 8, 2024			By:			/s/ Jeff Craig
						Name:			Jeff Craig
						Title:			General Counsel and Corporate Secretary

Exhibit 99.1

NEUEHEALTH REPORTS FIRST QUARTER 2024 RESULTS

•Drove strong Q1 ‘24 results, focused on delivering coordinated, consumer-centric care to all populations through strong provider and payor partnerships and proactive consumer engagement

•Delivered Revenue of $245.1 million, Net Income from Continuing Operations of $5.7 million, Adjusted EBITDA of $2.5 million in Q1’24, laying a solid foundation for continued profitable growth in 2024

•NeueCare and NeueSolutions segments positioned for continued strong performance this year; maintaining expectation for 2024 Adjusted EBITDA of between $15 and $25 million†

DORAL, Fla. (May 8, 2024) (BUSINESSWIRE) – NeueHealth, Inc. (“NeueHealth” or the “Company”) (NYSE: NEUE), the value-driven healthcare company, today reported financial results for its First Quarter ended March 31, 2024.

“We had a strong start to the year, continuing to advance our value-driven, consumer-centric care model as we build on our strong relationships with providers and payors to make high-quality healthcare more accessible and affordable for all populations across the ACA Marketplace, Medicare, and Medicaid,” said Mike Mikan, President and CEO of NeueHealth. “We expanded our operations in Central Florida and continue to focus on proactive consumer engagement as we deliver a more coordinated, personalized care experience. We believe we are well-positioned to build on our First Quarter results and expect to continue to drive long-term, sustainable growth in both our NeueCare and NeueSolutions segments this year.”

Key Metrics

			As of March 31,
			2024						2023
Consumer and Patient Metrics
Value-Based Consumers served			360,000						373,000
Enablement Services Lives			109,000						27,000

			Three Months Ended
($ in thousands)			March 31,
			2024						2023
Financial Metrics
Revenue			$	245,095					$	300,550
Net Income (Loss) from Continuing Operations			$	5,688					$	(53,918)
Adjusted EBITDA (non-GAAP)			$	2,529					$	(5,743)

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.

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Financial Outlook

For 2024, we are providing the following guidance, which is generally consistent with our previous expectations:

•NeueHealth’s 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

•Adjusted Operating Cost Ratio is expected to be between 15% and 16%, excluding corporate costs. Including corporate costs, this is expected to be between 19% and 20%†

•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, impairment of goodwill or long-lived assets, restructuring costs, contract termination costs, changes in the fair value of contingent consideration, changes in the fair value of equity securities and derivatives, financial solvency of contractual counterparties, gains on troubled debt restructuring, 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.neuehealth.com). Following the call, a webcast replay will be available on the same site. This earnings release and the Form 8-K filed May 8, 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

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regarding our plans, expectations and financial guidance. 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 of 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 mitigate 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.

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Investor Contact:

[e-mail]

Media Contact:

[e-mail]

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NeueHealth, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share and per share data)

(Unaudited)

			March 31, 2024						December 31, 2023
Assets
Current assets:
Cash and cash equivalents			$	112,762					$	87,299
Short-term investments			—						6,265
Accounts receivable, net of allowance of $10,358 and $14,023, respectively			39,938						39,084
ACO REACH performance year receivable			646,627						115,878
Current assets of discontinued operations			149,352						822,570
Prepaids and other current assets			25,786						17,831
Total current assets			974,465						1,088,927
Other assets:
Property, equipment and capitalized software, net			12,650						14,499
Intangible assets, net			90,345						93,238
Other non-current assets			27,668						28,816
Total other assets			130,663						136,553
Total assets			$	1,105,128					$	1,225,480
Liabilities, Redeemable Noncontrolling Interest, Redeemable Preferred Stock and Shareholders’ Equity (Deficit)
Current liabilities:
Medical costs payable			$	157,601					$	157,903
Accounts payable			6,263						11,841
Short-term borrowings			—						303,947
ACO REACH performance year obligation			529,657						—
Current liabilities of discontinued operations			345,048						699,758
Risk share payable to deconsolidated entity			123,981						123,981
Warrant liability			11,899						13,971
Other current liabilities			85,101						79,856
Total current liabilities			1,259,550						1,391,257
Long-term borrowings			66,400						66,400
Other liabilities			21,212						22,441
Total liabilities			1,347,162						1,480,098
Commitments and contingencies
Redeemable noncontrolling interests			98,761						88,908
Redeemable Series A preferred stock, $0.0001 par value; 750,000 shares authorized in 2024 and 2023; 750,000 shares issued and outstanding in 2024 and 2023			747,481						747,481
Redeemable Series B preferred stock, $0.0001 par value; 175,000 shares authorized in 2024 and 2023; 175,000 shares issued and outstanding in 2024 and 2023			172,936						172,936
Shareholders’ equity (deficit):
Common stock, $0.0001 par value; 3,000,000,000 shares authorized in 2024 and 2023; 8,224,541 and 8,053,576 shares issued and outstanding in 2024 and 2023, respectively			1						1
Additional paid-in capital			3,074,654						3,056,027
Accumulated deficit			(4,323,763)						(4,307,849)
Accumulated other comprehensive loss			(104)						(122)
Treasury Stock, at cost, 31,526 shares at March 31, 2024, and December 31, 2023, respectively			(12,000)						(12,000)
Total shareholders’ equity (deficit)			(1,261,212)						(1,263,943)
Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders’ equity (deficit)			$	1,105,128					$	1,225,480

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NeueHealth, Inc. and Subsidiaries

Consolidated Statements of Income (Loss)

(in thousands, except share and per share data)

(Unaudited)

			Three Months Ended March 31,
			2024						2023
Revenue:
Capitated revenue			$	61,466					$	49,548
ACO REACH revenue			171,811						239,807
Service revenue			11,615						11,187
Investment income			203						8
Total revenue			245,095						300,550
Operating expenses:
Medical costs			196,874						260,120
Operating costs			66,822						79,518
Bad debt expense			(3)						—
Restructuring charges			(58)						301
Depreciation and amortization			4,562						5,483
Total operating expenses			268,197						345,422
Operating loss			(23,102)						(44,872)
Interest expense			2,930						7,787
Warrant income			(2,072)						—
Gain on troubled debt restructuring			(30,311)						—
Income (loss) from continuing operations before income taxes			6,351						(52,659)
Income tax expense			663						1,259
Net income (loss) from continuing operations			5,688						(53,918)
Loss from discontinued operations, net of tax			(9,865)						(115,543)
Net Loss			(4,177)						(169,461)
Net income from continuing operations attributable to noncontrolling interests			(11,737)						(5,550)
Series A preferred stock dividend accrued			(10,294)						(9,714)
Series B preferred stock dividend accrued			(2,310)						(2,180)
Net loss attributable to NeueHealth, Inc. common shareholders			$	(28,518)					$	(186,905)
Basic and diluted loss per share attributable to NeueHealth, Inc. common shareholders
Continuing operations			$	(2.31)					$	(9.04)
Discontinued operations			(1.22)						(14.64)
Basic and diluted loss per share			(3.53)						(23.68)
Basic and diluted weighted-average common shares outstanding*			8,079						7,894

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

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NeueHealth, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

			Three Months Ended March 31,
			2024						2023
Cash flows from operating activities:
Net loss			$	(4,177)					$	(169,461)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			4,562						9,891
Share-based compensation			18,627						33,320
Deferred income taxes			—						436
Warrant expense			(2,072)						—
Gain on troubled debt restructuring			(30,311)						—
Net accretion of investments			(34)						(4,581)
Loss on disposal of property, equipment, and capitalized software			245						1,299
Other, net			2						475
Changes in assets and liabilities, net of acquired assets and liabilities:
Accounts receivable			(850)						(43,409)
ACO REACH performance year receivable			(530,749)						(783,703)
Other assets			(3,507)						22,448
Medical cost payable			(13,263)						(423,459)
Risk adjustment payable			(11,224)						4,153
Accounts payable and other liabilities			(5,612)						(119,416)
Unearned revenue			(11)						137,563
ACO Reach performance year obligation			529,657						719,420
Net cash used in operating activities			(48,717)						(615,024)
Cash flows from investing activities:
Purchases of investments			—						(2,880)
Proceeds from sales, paydowns, and maturities of investments			2,321						690,161
Purchases of property and equipment			(64)						(1,863)
Proceeds from sale of business, net			196,130						1,370
Net cash provided by investing activities			198,387						686,788
Cash flows from financing activities:
Proceeds from issuance of common stock			—						1
Repayments of short-term borrowings			(273,636)						—
Distributions to noncontrolling interest holders			(1,884)						(1,805)
Net cash used in financing activities			(275,520)						(1,804)
Net (decrease) increase in cash and cash equivalents			(125,850)						69,960
Cash and cash equivalents of continuing and discontinued operations – beginning of year			375,280						1,932,290
Cash and cash equivalents of continuing and discontinued operations – end of period			$	249,430					$	2,002,250
Supplemental disclosures of cash flow information:
Changes in unrealized (loss) gain on available-for-sale securities in OCI			18						2,193
Cash paid for interest			3,587						7,157

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NeueHealth, Inc. and Subsidiaries

Segment Information

(in thousands)

(Unaudited)

NeueCare
($ in thousands)			Three Months Ended March 31,
Statement of income (loss) and operating data:			2024						2023
Revenue:
Capitated revenue			$	61,466					$	49,548
Service revenue			9,530						10,936
Total unaffiliated revenue			70,996						60,484
Affiliated revenue			2,627						2,195
Total segment revenue			73,623						62,679
Operating expenses
Medical Costs			27,436						23,722
Operating Costs			32,589						29,189
Depreciation and amortization			3,786						3,132
Total operating expenses			63,811						56,043
Operating income			$	9,812					$	6,636

NeueSolutions
($ in thousands)			Three Months Ended March 31,
Statement of income (loss) and operating data:			2024						2023
Revenue:
ACO REACH revenue			$	171,811					$	239,807
Service revenue			2,085						251
Total segment revenue			173,896						240,058
Operating expenses
Medical Costs			172,065						238,595
Operating Costs			4,766						2,972
Bad debt expense			(3)						—
Total operating expenses			176,828						241,567
Operating loss			$	(2,932)					$	(1,509)

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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 long-lived 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, gains on troubled debt restructuring, and the tax effect of all such items. We define Adjusted Operating Cost Ratio as Operating Cost Ratio excluding share-based compensation expense. We define NeueCare Adjusted EBITDA as NeueCare Net Income excluding interest expense, income taxes, transaction costs, depreciation and amortization, share-based compensation expense, restructuring and contract termination costs, impairment of goodwill and long-lived 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 fair value of contingent consideration, and gains on troubled debt restructuring. 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 long-lived 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 fair value of contingent consideration, and gains on troubled debt restructuring. 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.

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

			Three Months Ended March 31,
($ in thousands)			2024						2023
Net loss			$	(4,177)					$	(169,461)
Loss from Discontinued Operations (a)			9,865						115,543
EBITDA adjustments from continuing operations
Interest expense			2,930						7,787
Income tax expense			663						1,259
Depreciation and amortization			4,562						5,483
Transaction costs (b)			1,121						1,852
Share-based compensation expense (c)			18,627						33,320
Gain on troubled debt restructuring (d)			(30,311)						—
Change in fair value of warrant liability (e)			(2,072)						—
Restructuring and contract termination costs (f)			(58)						301
ACO REACH care partner bankruptcy (g)			1,248						—
Impairment of goodwill and long-lived assets			131						—
Change in fair value of contingent consideration (h)			—						(1,827)
EBITDA adjustments from continuing operations			$	(3,159)					$	48,175
Adjusted EBITDA			$	2,529					$	(5,743)

(a)Adjusted EBITDA excludes the impact of discontinued operations. 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 beginning in the second quarter of 2023. The comparable period in 2023 has been recast to exclude the impacts of our MA Legacy and California Medicare Advantage operations.

(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)Beginning in the first quarter of 2024, Adjusted EBITDA excludes the impact of gains on troubled debt restructuring. The comparable period in 2023 has been recast to exclude these impacts.

(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)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.

(g)Represents the costs expected to be incurred as a result of one of our ACO REACH care partners filing for bankruptcy; includes the ongoing costs incurred during the runout period for members attributed to the care partner that would have otherwise been reimbursed prior to the care partner’s bankruptcy.

(h)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 March 31,
			2024						2023
Operating Cost Ratio			27.3%						26.5%
Impact of share-based compensation expense (a)			(7.6)%						(11.1)%
Adjusted Operating Cost Ratio (b)			19.7%						15.4%

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(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 March 31, 2024 is higher by 4.3%, driven by the decrease in revenue due to a decline in our ACO REACH aligned beneficiaries outweighing the decreases in our operating costs as part of our restructuring efforts.

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

NeueCare
			Three Months Ended March 31,
($ in thousands)			2024						2023
NeueCare Net Income			$	9,812					$	6,636
Interest expense			—						—
Income tax expense			—						—
Depreciation and amortization			3,786						3,132
Transaction costs (a)			—						—
Share-based compensation expense (b)			—						—
Gain on troubled debt restructuring (c)			—						—
Change in fair value of warrant liability (d)			—						—
Restructuring and contract termination costs (e)			—						—
ACO REACH care partner bankruptcy (f)			—						—
Impairment of goodwill and long-lived assets			—						—
Change in fair value of contingent consideration (g)			—						(1,827)
NeueCare Adjusted EBITDA			$	13,598					$	7,941

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

NeueSolutions
			Three Months Ended March 31,
($ in thousands)			2024						2023
NeueSolutions Net loss			$	(2,932)					$	(1,509)
Interest expense			—						—
Income tax expense			—						—
Depreciation and amortization			—						—
Transaction costs (a)			—						—
Share-based compensation expense (b)			—						—
Gain on troubled debt restructuring (c)			—						—
Change in fair value of warrant liability (d)			—						—
Restructuring and contract termination costs (e)			—						—
ACO REACH care partner bankruptcy (f)			1,248						—
Impairment of goodwill and long-lived assets			—						—
Change in fair value of contingent consideration (g)			—						—
NeueSolutions Adjusted EBITDA			$	(1,684)					$	(1,509)

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(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)Beginning in the first quarter of 2024, Adjusted EBITDA excludes the impact of gains on troubled debt restructuring. The comparable period in 2023 has been recast to exclude these impacts.

(d)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.

(e)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.

(f)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.

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

Cover Page	May 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 08, 2024
Entity Registrant Name	NeueHealth, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40537
Entity Tax Identification Number	47-4991296
Entity Address, Address Line One	9250 NW 36th St Suite 420
Entity Address, City or Town	Doral
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33178
City Area Code	612
Local Phone Number	238-1321
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NEUE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001671284
Amendment Flag	false

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