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NeueHealth Announces Closing of Take-Private Transaction
Businesswire· 2025-10-02 13:16
DORAL, Fla.--(BUSINESS WIRE)--NeueHealth, Inc. ("NeueHealth†or the "Company†) (NYSE: NEUE), the value-driven healthcare company, today announced the successful closing of its previously announced merger under which NeueHealth has been acquired by an affiliate of New Enterprise Associates ("NEA†) at an enterprise value of approximately $1.465 billion. Under the terms of the merger agreement, holders of NeueHealth common stock (other than shares that will be rolled over and certain excluded shar. ...
NeueHealth Announces Closing of Take-Private Transaction
Businesswire· 2025-10-02 13:16
DORAL, Fla.--(BUSINESS WIRE)--NeueHealth, Inc. ("NeueHealth†or the "Company†) (NYSE: NEUE), the value-driven healthcare company, today announced the successful closing of its previously announced merger under which NeueHealth has been acquired by an affiliate of New Enterprise Associates ("NEA†) at an enterprise value of approximately $1.465 billion. Under the terms of the merger agreement, holders of NeueHealth common stock (other than shares that will be rolled over and certain excluded shar. ...
NeueHealth(NEUE) - 2025 Q2 - Quarterly Report
2025-08-07 20:03
[Forward-Looking Statements](index=4&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section defines forward-looking statements as future projections, subject to risks and uncertainties that could materially alter actual outcomes - Forward-looking statements are not historical facts but **projections about future results, business plans, and financial outlook**, subject to various risks and uncertainties[9](index=9&type=chunk) - Key factors that might materially affect forward-looking statements include the company's ability to **continue as a going concern**, compliance with credit facilities, obtaining financing, efficient wind-down of discontinued businesses, and regulatory changes in the health insurance markets[9](index=9&type=chunk) - The company operates in a **competitive and rapidly changing environment**, making it impossible to predict all risks or assess the full impact of all factors on actual results[10](index=10&type=chunk) PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements, including balance sheets, income, comprehensive income, equity, and cash flows, with detailed notes [Condensed Consolidated Balance Sheets (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) The Condensed Consolidated Balance Sheets show significant increases in total assets and liabilities, while shareholders' equity (deficit) further declined | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | Change (%) | | :--------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :--------- | | Cash and cash equivalents | $131,618 | $83,295 | $48,323 | 58.0% | | Total current assets | $639,882 | $434,648 | $205,234 | 47.2% | | Total assets | $743,689 | $544,383 | $199,306 | 36.6% | | Total current liabilities | $908,412 | $710,228 | $198,184 | 27.9% | | Total liabilities | $1,136,744 | $930,491 | $206,253 | 22.2% | | Total shareholders' equity (deficit) | $(1,369,201) | $(1,355,105) | $(14,096) | -1.0% | - ACO REACH performance year receivable significantly increased from **$95.1 million** at December 31, 2024, to **$321.6 million** at June 30, 2025, while a new ACO REACH performance year obligation of **$248.5 million** was recorded[13](index=13&type=chunk) [Condensed Consolidated Statements of Income (Loss) (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20(Loss)%20(Unaudited)) The Condensed Consolidated Statements of Income (Loss) show a substantial improvement in net loss for both the three and six months ended June 30, 2025, compared to the same periods in 2024 | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (in thousands) | Change (%) | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :-------------------- | :--------- | | Total revenue | $209,082 | $225,991 | $(16,909) | -7.5% | | Operating income (loss) | $14,257 | $(37,549) | $51,806 | 138.0% | | Net income (loss) from continuing operations | $6,838 | $(39,259) | $46,097 | 117.4% | | Loss from discontinued operations, net of tax | $(8,386) | $(18,439) | $10,053 | 54.5% | | Net Loss | $(1,548) | $(57,698) | $56,150 | 97.3% | | Net loss attributable to NeueHealth, Inc. common shareholders | $(23,501) | $(71,390) | $47,889 | 67.1% | | Basic and diluted loss per share | $(2.62) | $(8.65) | $6.03 | 69.7% | | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (in thousands) | Change (%) | | :------------------------------------------------ | :----------------------------- | :----------------------------- | :-------------------- | :--------- | | Total revenue | $424,869 | $471,086 | $(46,217) | -9.8% | | Operating income (loss) | $16,918 | $(60,651) | $77,569 | 127.9% | | Net income (loss) from continuing operations | $5,400 | $(33,571) | $38,971 | 116.1% | | Loss from discontinued operations, net of tax | $(17,796) | $(28,304) | $10,508 | 37.1% | | Net Loss | $(12,396) | $(61,875) | $49,479 | 80.0% | | Net loss attributable to NeueHealth, Inc. common shareholders | $(48,376) | $(99,908) | $51,532 | 51.6% | | Basic and diluted loss per share | $(5.53) | $(12.23) | $6.70 | 54.8% | [Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)%20(Unaudited)) The Condensed Consolidated Statements of Comprehensive Income (Loss) reflect a significant reduction in comprehensive loss for both the three and six months ended June 30, 2025, compared to the prior year | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (in thousands) | Change (%) | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :-------------------- | :--------- | | Net loss | $(1,548) | $(57,698) | $56,150 | 97.3% | | Other comprehensive income | $0 | $104 | $(104) | -100.0% | | Comprehensive loss | $(1,548) | $(57,594) | $56,046 | 97.3% | | Comprehensive loss attributable to NeueHealth, Inc. common shareholders | $(10,055) | $(58,526) | $48,471 | 82.8% | | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (in thousands) | Change (%) | | :------------------------------------------------ | :----------------------------- | :----------------------------- | :-------------------- | :--------- | | Net loss | $(12,396) | $(61,875) | $49,479 | 80.0% | | Other comprehensive income | $0 | $122 | $(122) | -100.0% | | Comprehensive loss | $(12,396) | $(61,753) | $49,357 | 80.0% | | Comprehensive loss attributable to NeueHealth, Inc. common shareholders | $(21,794) | $(74,422) | $52,628 | 70.7% | [Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders' Equity (Deficit) (Unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Redeemable%20Preferred%20Stock%20and%20Shareholders'%20Equity%20(Deficit)%20(Unaudited)) This statement details the changes in redeemable preferred stock and shareholders' equity (deficit) for the six months ended June 30, 2025 and 2024 | Metric (in thousands) | Balance at January 1, 2025 | Balance at June 30, 2025 | Change (in thousands) | | :-------------------- | :------------------------- | :----------------------- | :-------------------- | | Redeemable Preferred Stock Amount | $920,417 | $920,417 | $0 | | Common Stock Amount | $1 | $1 | $0 | | Additional Paid-In Capital | $3,099,423 | $3,107,121 | $7,698 | | Accumulated Deficit | $(4,442,529) | $(4,464,323) | $(21,794) | | Total Shareholders' Equity (Deficit) | $(1,355,105) | $(1,369,201) | $(14,096) | - Share-based compensation contributed **$7.698 million** to additional paid-in capital for the six months ended June 30, 2025[19](index=19&type=chunk) - The accumulated deficit increased by **$21.794 million** for the six months ended June 30, 2025, reflecting the net loss[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) The Condensed Consolidated Statements of Cash Flows show improved operating cash flow, decreased investing cash flow
NeueHealth(NEUE) - 2025 Q2 - Earnings Call Transcript
2025-08-07 13:00
Financial Data and Key Metrics Changes - New Health reported adjusted EBITDA of $19 million for Q2 2025, contributing to a total of $32.5 million for the first half of the year, indicating continued profitability [5][13] - Consolidated revenue for Q2 was $209.1 million, slightly lower than the prior year due to a shift in membership mix [13] - Gross margin for Q2 was $62.7 million, maintaining adjusted EBITDA profitability for the sixth consecutive quarter [13] Business Line Data and Key Metrics Changes - In the New Care segment, revenue was $91.6 million with an operating income of $23.2 million, serving 504,000 value-based consumers [14][15] - The New Solutions segment generated $120 million in revenue with an operating income of $2.6 million, serving 148,000 consumers in the Provider Enablement business [15] - Overall, the company served 694,000 consumers in Q2, reflecting a 45% increase compared to the same quarter last year [14] Market Data and Key Metrics Changes - The ACA marketplace segment served 485,000 consumers, performing better than the market in terms of medical loss ratio [7] - The Senior Care business served 65,000 consumers across Medicare Advantage, ACO REACH, and MSSP [8] - Medicaid consumers served totaled 144,000, primarily in the provider enablement business [9] Company Strategy and Development Direction - The company is focused on a consumer-centric care model that aligns the interests of consumers, payers, and providers, supporting the shift to value-based care [6] - New Health is advancing its data and analytics capabilities through a platform called NewPulse, aimed at integrating care delivery solutions and administrative functions [10][11] - The company is expanding partnerships with Walgreens to enhance access to care through in-store clinics [9] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's market position and the ability to deliver value through coordinated care experiences [17] - The company anticipates closing a transaction to go private in mid to late 2025, pending necessary conditions [12] - Management is optimistic about building on successes and continuing momentum for the remainder of 2025 and beyond [17] Other Important Information - The company emphasizes the importance of preventative care and community engagement, as demonstrated by partnerships for mobile mammogram screenings [8] - NewPulse is expected to eliminate the need for pre-authorizations and align financing with care delivery [11] Q&A Session Summary - No specific questions or answers were documented in the provided content.
NeueHealth(NEUE) - 2025 Q2 - Quarterly Results
2025-08-07 10:46
Executive Summary & Business Highlights [Q2 2025 Financial & Operational Highlights](index=1&type=section&id=Key%20Metrics) NeueHealth reported strong financial results for Q2 2025, marking its **sixth consecutive quarter** of **Adjusted EBITDA** profitability, with significant growth in consumers served and improved **Net Loss** and **Adjusted EBITDA** compared to the prior year, despite a slight decrease in total **Revenue** Q2 2025 Key Financial Metrics (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :-------------------------------- | :------------------ | :------------------ | :----------- | | Revenue | $209,082 | $225,991 | -7.48% | | Net Loss | $(1,548) | $(57,698) | +97.32% | | Net Income (Loss) from Continuing Operations | $6,838 | $(39,259) | +117.42% | | Adjusted EBITDA (non-GAAP) | $19,020 | $3,962 | +380.08% | H1 2025 Key Financial Metrics (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :-------------------------------- | :------------------ | :------------------ | :----------- | | Revenue | $424,869 | $471,086 | -9.81% | | Net Loss | $(12,396) | $(61,875) | +79.96% | | Net Income (Loss) from Continuing Operations | $5,400 | $(33,571) | +116.08% | | Adjusted EBITDA (non-GAAP) | $32,499 | $7,618 | +326.63% | Consumer and Patient Metrics (As of June 30) | Metric | 2025 | 2024 | Change (YoY) | | :-------------------------- | :----- | :----- | :----------- | | Value-Based Consumers served | 546,000 | 364,000 | +50.00% | | Enablement Services Lives | 148,000 | 113,000 | +30.97% | | Total Consumers Served | 694,000 | 477,000 | +45.49% | - The company achieved **positive Adjusted EBITDA** for the **sixth consecutive quarter**, demonstrating strong financial momentum and positioning for long-term growth[3](index=3&type=chunk)[6](index=6&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO Mike Mikan expressed satisfaction with the strong financial results and continued momentum, highlighting consistent **Adjusted EBITDA** profitability and robust performance across key product categories, emphasizing the company's focus on advancing its end-to-end, value-based care enablement platform - Mike Mikan, President and CEO, reported a strong quarter, building on established momentum across the business[3](index=3&type=chunk) - The company delivered its **sixth consecutive quarter** of **Adjusted EBITDA** profitability[3](index=3&type=chunk) - NeueHealth is focused on advancing its end-to-end, value-based care enablement platform to support clinical, financial, and administrative functions for a more aligned and coordinated care experience[3](index=3&type=chunk) Company Information [Earnings Conference Call & Investor Relations](index=1&type=section&id=Earnings%20Conference%20Call) NeueHealth held an earnings conference call to discuss its Q2 2025 results, strategy, and outlook, utilizing its Investor Relations website for disclosing material, non-public information and complying with Regulation FD - A live webcast of the earnings conference call was accessible from the Investor Relations page of the Company's website (investors.neuethealth.com), with a replay available afterward[5](index=5&type=chunk) - The company routinely posts important information, including corporate and investor presentations and financial information, on its website[5](index=5&type=chunk) - NeueHealth intends to use its website as a means of disclosing material, non-public information and for complying with disclosure obligations under Regulation FD[5](index=5&type=chunk) [About NeueHealth](index=2&type=section&id=About%20NeueHealth) NeueHealth is a value-driven healthcare company committed to providing high-quality, coordinated, and affordable care across the ACA Marketplace, Medicare, and Medicaid, delivering care through owned clinics and partnerships with over 3,000 affiliated providers, also enabling independent providers to succeed in performance-based arrangements - NeueHealth is a value-driven healthcare company focused on high-quality, coordinated care for health consumers[8](index=8&type=chunk) - The company aligns the interests of health consumers, providers, and payors to make healthcare accessible and affordable across the ACA Marketplace, Medicare, and Medicaid[8](index=8&type=chunk) - NeueHealth delivers clinical care to over 600,000 health consumers through owned clinics and partnerships with over 3,000 affiliated providers, and enables independent providers with technology and services[8](index=8&type=chunk) [Forward-Looking Statements & Risk Factors](index=2&type=section&id=Forward-Looking%20Statements) This section outlines forward-looking statements regarding future operations, business plans, and the pending merger transaction with NH Holdings 2025, Inc., detailing various risks and uncertainties that could cause actual results to differ materially, including those related to the merger, operational challenges, regulatory changes, and financial stability - The release contains forward-looking statements concerning future results of operations, business plans, strategies, and the timing and effects of the merger transaction with NH Holdings 2025, Inc[9](index=9&type=chunk) - Key risks include the failure to complete the transaction, potential litigation, adverse reactions to the transaction, stock price decline if the merger is not consummated, and costs associated with the transaction[9](index=9&type=chunk) - Other factors that might materially affect forward-looking statements include the ability to continue as a going concern, compliance with credit facilities, ability to obtain financing, wind down of IFP and MA businesses, and various operational, regulatory, and market risks[9](index=9&type=chunk) Consolidated Financial Statements [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, NeueHealth reported an increase in **Total Assets**, primarily driven by a significant rise in ACO REACH performance year receivable and cash, while **Total Liabilities** also increased, largely due to the ACO REACH performance year obligation Consolidated Balance Sheet Highlights (in thousands) | Item | June 30, 2025 | December 31, 2024 | Change | | :-------------------------------- | :------------ | :---------------- | :----- | | Cash and cash equivalents | $131,618 | $83,295 | +$48,323 | | ACO REACH performance year receivable | $321,596 | $95,075 | +$226,521 | | Total current assets | $639,882 | $434,648 | +$205,234 | | Total assets | $743,689 | $544,383 | +$199,306 | | Medical costs payable | $97,837 | $124,360 | -$26,523 | | ACO REACH performance year obligation | $248,465 | $0 | +$248,465 | | Total current liabilities | $908,412 | $710,228 | +$198,184 | | Total liabilities | $1,136,744 | $930,491 | +$206,253 | | Total shareholders' equity (deficit) | $(1,369,201) | $(1,355,105) | -$14,096 | [Consolidated Statements of Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Income%20(Loss)) For Q2 2025, NeueHealth reported a significant reduction in **Net Loss** and a positive **Net Income (Loss) from Continuing Operations**, driven by lower medical and operating costs, despite a decrease in total **Revenue**, with **Capitated Revenue** increasing while **ACO REACH Revenue** declined Consolidated Statements of Income (Loss) Highlights (in thousands, except per share data) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------- | | Capitated revenue | $82,532 | $64,005 | +28.95% | | ACO REACH revenue | $115,339 | $149,802 | -23.00% | | Total revenue | $209,082 | $225,991 | -7.48% | | Medical costs | $146,410 | $177,681 | -17.59% | | Operating costs | $44,860 | $70,470 | -36.20% | | Operating income (loss) | $14,257 | $(37,549) | +137.97% | | Net income (loss) from continuing operations | $6,838 | $(39,259) | +117.42% | | Net Loss | $(1,548) | $(57,698) | +97.32% | | Basic and diluted loss per share | $(2.62) | $(8.65) | +69.71% | | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :----------------------------- | :----------------------------- | :----------- | | Capitated revenue | $163,519 | $125,471 | +30.33% | | ACO REACH revenue | $239,379 | $321,613 | -25.60% | | Total revenue | $424,869 | $471,086 | -9.81% | | Medical costs | $307,304 | $374,555 | -17.95% | | Operating costs | $93,533 | $137,231 | -31.84% | | Operating income (loss) | $16,918 | $(60,651) | +127.90% | | Net income (loss) from continuing operations | $5,400 | $(33,571) | +116.08% | | Net Loss | $(12,396) | $(61,875) | +79.96% | | Basic and diluted loss per share | $(5.53) | $(12.23) | +54.78% | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, **Net Cash Used in Operating Activities** decreased significantly, while **Net Cash Provided by Investing Activities** also decreased due to lower proceeds from business sales, and **Net Cash Used in Financing Activities** saw a substantial reduction Consolidated Statements of Cash Flows Highlights (in thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :----- | | Net cash used in operating activities | $(23,875) | $(77,148) | +$53,273 | | Net cash provided by investing activities | $54,650 | $189,281 | -$134,631 | | Net cash used in financing activities | $(3,249) | $(225,955) | +$222,706 | | Net increase (decrease) in cash and cash equivalents | $27,526 | $(113,822) | +$141,348 | | Cash and cash equivalents – end of period | $212,931 | $261,458 | -$48,527 | Segment Information [NeueCare Segment Performance](index=7&type=section&id=NeueCare) The NeueCare segment reported a significant increase in **Total Segment Revenue** and a strong turnaround to **Operating Income (Loss)** for both the three and six months ended June 30, 2025, primarily driven by higher **Capitated Revenue** and reduced **Operating Expenses** NeueCare Segment Performance (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :------------------------------- | :------------------------------- | :----------- | | Capitated revenue | $81,407 | $64,005 | +27.19% | | Total segment revenue | $91,628 | $76,985 | +18.99% | | Operating expenses | $68,416 | $82,887 | -17.46% | | Operating income (loss) | $23,212 | $(5,902) | +493.39% | | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :----------------------------- | :----------------------------- | :----------- | | Capitated revenue | $162,394 | $125,471 | +29.43% | | Total segment revenue | $182,145 | $150,608 | +20.94% | | Operating expenses | $135,926 | $146,698 | -7.34% | | Operating income (loss) | $46,219 | $3,910 | +1082.07% | [NeueSolutions Segment Performance](index=7&type=section&id=NeueSolutions) The NeueSolutions segment experienced a decrease in **Total Segment Revenue** for both the three and six months ended June 30, 2025, primarily due to lower **ACO REACH Revenue**, but reported an **Operating Income (Loss)** for the three-month period, a significant improvement from the prior year NeueSolutions Segment Performance (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :------------------------------- | :------------------------------- | :----------- | | ACO REACH revenue | $115,339 | $149,802 | -23.00% | | Total segment revenue | $120,010 | $152,075 | -21.10% | | Operating expenses | $117,456 | $151,678 | -22.57% | | Operating (loss) income | $2,554 | $397 | +543.32% | | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :----------------------------- | :----------------------------- | :----------- | | ACO REACH revenue | $239,379 | $321,613 | -25.60% | | Total segment revenue | $247,620 | $325,971 | -24.04% | | Operating expenses | $248,058 | $328,506 | -24.50% | | Operating (loss) income | $(438) | $(2,535) | +82.72% | Non-GAAP Financial Measures [Non-GAAP Measures Definition & Rationale](index=8&type=section&id=Non-GAAP%20Financial%20Measures%20Definition) NeueHealth uses non-GAAP financial measures, **Adjusted EBITDA** and **Adjusted Operating Cost Ratio**, to provide supplemental insights into its financial performance, excluding certain items not indicative of core operating performance, aiding management and investors in comparing performance across periods and evaluating business strategies - **Adjusted EBITDA** is defined as **Net Loss** excluding loss from discontinued operations, interest expense, income taxes, depreciation and amortization, transaction costs, share-based compensation, impact of troubled debt restructuring, restructuring costs, impairment, losses related to ACO REACH partner bankruptcy, held-for-sale operations impact, and changes in fair value of derivatives[21](index=21&type=chunk) - **Adjusted Operating Cost Ratio** is defined as **Operating Cost Ratio** excluding share-based compensation expense[21](index=21&type=chunk) - These non-GAAP measures are used to assist management and investors in comparing operating performance consistently, highlighting trends, evaluating business strategies, and comparing performance against peers, as they exclude items not indicative of core operating performance[21](index=21&type=chunk) [Adjusted EBITDA Reconciliation](index=9&type=section&id=Adjusted%20EBITDA%20Reconciliation) The reconciliation shows a significant improvement in **Adjusted EBITDA** for both the three and six months ended June 30, 2025, primarily due to a reduced **Net Loss** and lower share-based compensation expense compared to the prior year Adjusted EBITDA Reconciliation (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------- | | Net Loss | $(1,548) | $(57,698) | +97.32% | | Loss from Discontinued Operations | $8,386 | $18,439 | -54.52% | | Share-based and other long-term incentive compensation expense | $2,012 | $21,236 | -90.53% | | EBITDA adjustments from continuing operations | $12,182 | $43,221 | -71.83% | | Adjusted EBITDA | $19,020 | $3,962 | +380.08% | | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :----------------------------- | :----------------------------- | :----------- | | Net Loss | $(12,396) | $(61,875) | +79.96% | | Loss from Discontinued Operations | $17,796 | $28,304 | -37.13% | | Share-based and other long-term incentive compensation expense | $7,658 | $39,862 | -80.80% | | EBITDA adjustments from continuing operations | $27,099 | $41,189 | -34.22% | | Adjusted EBITDA | $32,499 | $7,618 | +326.63% | [Adjusted Operating Cost Ratio Reconciliation](index=10&type=section&id=Adjusted%20Operating%20Cost%20Ratio%20Reconciliation) The **Adjusted Operating Cost Ratio** for Q2 2025 was **21.0%**, an increase from **17.6%** in Q2 2024, primarily due to changes in the impact of share-based compensation and held-for-sale operations, with the ratio also increasing to **20.1%** from **17.1%** for the six-month period Adjusted Operating Cost Ratio Reconciliation | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------- | | Operating Cost Ratio | 21.5% | 31.1% | -9.6 pp | | Impact of share-based and other long-term incentive compensation expense | (1.0)% | (9.4)% | +8.4 pp | | Impact of held-for-sale operations | 0.0% | (3.7)% | +3.7 pp | | Impact of transaction related costs | 0.5% | (0.4)% | +0.9 pp | | Adjusted Operating Cost Ratio | 21.0% | 17.6% | +3.4 pp | | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :----------------------------- | :----------------------------- | :----------- | | Operating Cost Ratio | 22.0% | 29.1% | -7.1 pp | | Impact of share-based and other long-term incentive compensation expense | (1.8)% | (8.5)% | +6.7 pp | | Impact of held-for-sale operations | 0.0% | (3.1)% | +3.1 pp | | Impact of transaction related costs | (0.1)% | (0.4)% | +0.3 pp | | Adjusted Operating Cost Ratio | 20.1% | 17.1% | +3.0 pp |
NeueHealth(NEUE) - 2025 Q1 - Quarterly Report
2025-05-09 10:34
[Forward-Looking Statements](index=4&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section outlines that statements in the report are forward-looking and subject to risks and uncertainties, potentially causing actual outcomes to differ - Statements in this report are forward-looking and subject to various risks, uncertainties, and assumptions that could cause actual outcomes to differ materially from those indicated[9](index=9&type=chunk) - Key factors affecting forward-looking statements include the ability to continue as a going concern, expectations related to the NEA Merger Agreement, compliance with credit facilities, timely receipt of proceeds from the Medicare Advantage business sale, and ability to obtain financing[9](index=9&type=chunk) - The company operates in a competitive and rapidly changing environment, making it impossible for management to predict all risks or assess the full impact of all factors[10](index=10&type=chunk) [PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements for Q1 2025, detailing financial position, performance, and cash flows, while noting a net loss and going concern uncertainty [Condensed Consolidated Balance Sheets (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) This section provides a snapshot of the company's assets, liabilities, and equity as of March 31, 2025, and December 31, 2024 Total Assets | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------- | :------------------------------ | :------------------------------- | | Total Assets | $895,680 | $544,383 | | **Change** | **+64.5%** | | Total Liabilities | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------- | :------------------------------ | :------------------------------- | | Total Liabilities | $1,288,652 | $930,491 | | **Change** | **+38.5%** | | Shareholders' Equity (Deficit) | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------- | :------------------------------ | :------------------------------- | | Total Shareholders' Equity (Deficit) | $(1,361,158) | $(1,355,105) | | **Change** | **-0.4%** | | [Condensed Consolidated Statements of Income (Loss) (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20(Loss)%20(Unaudited)) This section details the company's revenues, expenses, and net loss for the three months ended March 31, 2025, and 2024 Revenue (Q1 2025 vs. Q1 2024) | Revenue Type | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Change (in thousands) | Change (%) | | :------------------ | :--------------------- | :--------------------- | :-------------------- | :--------- | | Capitated revenue | $80,987 | $61,466 | +$19,521 | +31.8% | | ACO REACH revenue | $124,040 | $171,811 | -$47,771 | -27.8% | | Service revenue | $9,834 | $11,615 | -$1,781 | -15.3% | | Investment income | $926 | $203 | +$723 | +356.1% | | **Total revenue** | **$215,787** | **$245,095** | **-$29,308** | **-12.0%** | Operating Expenses (Q1 2025 vs. Q1 2024) | Expense Type | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Change (in thousands) | Change (%) | | :-------------------------- | :--------------------- | :--------------------- | :-------------------- | :--------- | | Medical costs | $160,894 | $196,874 | -$35,980 | -18.3% | | Operating costs | $48,673 | $66,761 | -$18,088 | -27.1% | | Depreciation & amortization | $3,559 | $4,562 | -$1,003 | -22.0% | | **Total operating expenses**| **$213,126** | **$268,197** | **-$55,071** | **-20.5%** | Net Loss & EPS (Q1 2025 vs. Q1 2024) | Metric | Q1 2025 (in thousands, except EPS) | Q1 2024 (in thousands, except EPS) | | :---------------------------------------------- | :--------------------------------- | :--------------------------------- | | Operating income (loss) | $2,661 | $(23,102) | | Net Loss | $(10,848) | $(4,177) | | Net loss attributable to NeueHealth, Inc. common shareholders | $(24,875) | $(28,518) | | Basic and diluted loss per share | $(2.90) | $(3.53) | [Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)%20(Unaudited)) This section presents the company's comprehensive loss, including net loss and other comprehensive income, for Q1 2025 and Q1 2024 Comprehensive Loss (Q1 2025 vs. Q1 2024) | Metric | Q1 2025 (in thousands) | Q1 2024 (in thousands) | | :---------------------------------------------- | :--------------------- | :--------------------- | | Net loss | $(10,848) | $(4,177) | | Other comprehensive income | — | $18 | | Comprehensive loss | $(10,848) | $(4,159) | | Comprehensive income attributable to noncontrolling interests | $(891) | $(11,737) | | Comprehensive loss attributable to NeueHealth, Inc. common shareholders | $(11,739) | $(15,896) | [Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders' Equity (Deficit) (Unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Redeemable%20Preferred%20Stock%20and%20Shareholders'%20Equity%20(Deficit)%20(Unaudited)) This section outlines changes in redeemable preferred stock and shareholders' equity (deficit) for the three months ended March 31, 2025, and 2024 Shareholders' Equity (Deficit) Changes (Q1 2025) | Item | Balance at Jan 1, 2025 (in thousands) | Net Loss (in thousands) | Share-based compensation (in thousands) | Balance at Mar 31, 2025 (in thousands) | | :------------------------------------ | :------------------------------------ | :---------------------- | :-------------------------------------- | :------------------------------------- | | Total Shareholders' Equity (Deficit) | $(1,355,105) | $(11,739) | $5,686 | $(1,361,158) | Shareholders' Equity (Deficit) Changes (Q1 2024) | Item | Balance at Jan 1, 2024 (in thousands) | Net Loss (in thousands) | Share-based compensation (in thousands) | Balance at Mar 31, 2024 (in thousands) | | :------------------------------------ | :------------------------------------ | :---------------------- | :-------------------------------------- | :------------------------------------- | | Total Shareholders' Equity (Deficit) | $(1,263,943) | $(15,914) | $18,627 | $(1,261,212) | [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) This section summarizes cash flows from operating, investing, and financing activities for the three months ended March 31, 2025, and 2024 Cash Flow Summary (Q1 2025 vs. Q1 2024) | Activity Type | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Change (in thousands) | | :-------------------------------- | :--------------------- | :--------------------- | :-------------------- | | Net cash used in operating activities | $(21,049) | $(48,717) | +$27,668 | | Net cash provided by investing activities | $63,176 | $198,387 | -$135,211 | | Net cash used in financing activities | $(2,702) | $(275,520) | +$272,818 | | Net increase (decrease) in cash and cash equivalents | $39,425 | $(125,850) | +$165,275 | | Cash and cash equivalents – end of period | $224,830 | $249,430 | -$24,600 | - Net cash used in operating activities decreased by **$27.7 million**, primarily due to larger payments on medical costs payable and risk adjustment principal balances of discontinued operations in Q1 2024, and decreased cash used in ACO REACH operations in Q1 2025[253](index=253&type=chunk) - Net cash provided by investing activities decreased by **$135.2 million**, mainly because Q1 2024 included non-contingent net proceeds from the California Medicare Advantage business sale, while Q1 2025 included the release of the Consolidation and Escrow Adjustment from the same sale[254](index=254&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes supporting the condensed consolidated financial statements, offering further context and disclosures [NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION](index=11&type=section&id=NOTE%201.%20ORGANIZATION%20AND%20BASIS%20OF%20PRESENTATION) This note describes the company's business segments, recent merger agreement, and the basis for financial statement presentation, including going concern uncertainty - NeueHealth operates two market-facing segments: NeueCare (value-driven care delivery) and NeueSolutions (provider enablement)[26](index=26&type=chunk) - NeueSolutions began participating in the Medicare Shared Savings Program (MSSP) on January 1, 2025, and elected to participate in the ACO Primary Care Flex Model payment mechanism starting July 1, 2025[28](index=28&type=chunk) - The company entered into the NEA Merger Agreement on December 23, 2024, to become a wholly-owned subsidiary of NH Holdings 2025, Inc., with stockholder approval obtained on May 7, 2025, but other closing conditions pending[33](index=33&type=chunk)[35](index=35&type=chunk) - Substantial doubt exists about the company's ability to continue as a going concern due to historical net losses, negative operating cash flows, and significant risk adjustment program obligations, with management's plans subject to conditions outside its control[38](index=38&type=chunk)[43](index=43&type=chunk)[45](index=45&type=chunk) [NOTE 2. INTANGIBLE ASSETS](index=13&type=section&id=NOTE%202.%20INTANGIBLE%20ASSETS) This note details the net carrying value and estimated amortization expense for the company's intangible assets, including customer relationships and trade names Net Carrying Value of Intangible Assets | Asset Type | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------- | :---------------------------- | :------------------------------- | | Customer relationships | $38,094 | $39,901 | | Trade names | $30,482 | $31,163 | | **Total** | **$68,576** | **$71,064** | Estimated Amortization Expense (in thousands) | Period | Amount | | :-------------------- | :----- | | 2025 (April-December) | $7,464 | | 2026 | $9,952 | | 2027 | $9,952 | | 2028 | $8,673 | | 2029 | $8,673 | | 2030 | $8,673 | - Amortization expense for definite-lived intangible assets was **$2.5 million** for Q1 2025, down from **$2.9 million** for Q1 2024[51](index=51&type=chunk) [NOTE 3. MEDICAL COSTS PAYABLE](index=14&type=section&id=NOTE%203.%20MEDICAL%20COSTS%20PAYABLE) This note provides an analysis of medical costs payable, including incurred but not reported (IBNR) claims and changes over the period Medical Costs Payable Activity (Q1 2025 vs. Q1 2024) | Metric | Q1 2025 (in thousands) | Q1 2024 (in thousands) | | :------------------------------------ | :--------------------- | :--------------------- | | Medical costs payable - January 1 | $124,360 | $157,903 | | Total incurred | $160,894 | $196,874 | | Total paid | $171,404 | $197,176 | | Medical costs payable - March 31 | $113,850 | $157,601 | - Medical costs payable attributable to prior years increased by **$2.6 million** in Q1 2025, compared to a decrease of **$4.5 million** in Q1 2024[52](index=52&type=chunk) Components of Medical Costs Payable (March 31, 2025 vs. December 31, 2024) | Component | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------------------- | :---------------------------- | :------------------------------- | | Claims unpaid | $2,489 | $638 | | Payables due to CMS | $22,858 | $17,846 | | Provider incentive payable | $13,468 | $15,985 | | Incurred but not reported (IBNR) | $75,035 | $89,891 | | **Total medical costs payable** | **$113,850** | **$124,360** | [NOTE 4. BORROWINGS AND COMMON STOCK WARRANTS](index=15&type=section&id=NOTE%204.%20BORROWINGS%20AND%20COMMON%20STOCK%20WARRANTS) This note details the company's long-term borrowings, credit facilities, and the fair value of common stock warrant liabilities - A gain on troubled debt restructuring of **$30.3 million** was recognized in Q1 2024, decreasing basic and diluted loss per share by **$3.68**, with no such gain in Q1 2025[57](index=57&type=chunk) Long-term Borrowings (March 31, 2025) | Credit Facility | Term Principal (in thousands) | Accrued PIK Principal Additions (in thousands) | Total Long-term Borrowings (in thousands) | Maturity Date | | :-------------------------- | :---------------------------- | :--------------------------------------------- | :---------------------------------------- | :------------ | | 2023 Credit Agreement | $96,400 | $20,838 | $96,400 (principal) + $20,838 (PIK) | Aug 2028 | | Hercules Credit Agreement | $30,000 | $532 | $30,000 (principal) + $532 (PIK) | June 2028 | | Centrum Promissory Note | $63,950 | — | $63,950 | Oct 2028 | | Centrum P-units | $7,000 | — | $7,000 | Oct 2028 | | **Total Long-term Borrowings** | **$197,350** | **$21,370** | **$207,400** | | - The Hercules Credit Agreement provides up to **$150.0 million** in term loans across four tranches, with **$30.0 million** drawn at closing and **$120.0 million** of unused borrowing commitments remaining as of March 31, 2025[71](index=71&type=chunk)[76](index=76&type=chunk) Warrant Liability (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :------------------------------------ | :------------- | :---------------- | | Balance at January 1 | $29,738 | $13,971 | | Change in fair value of outstanding warrants | $(2,649) | $(2,072) | | Balance at March 31 | $27,089 | $11,899 | [NOTE 5. SHARE-BASED COMPENSATION](index=20&type=section&id=NOTE%205.%20SHARE-BASED%20COMPENSATION) This note outlines the share-based compensation expense, unvested awards, and unrecognized compensation expense for the period - Share-based compensation expense decreased significantly to **$5.6 million** in Q1 2025 from **$18.6 million** in Q1 2024[92](index=92&type=chunk) - As of March 31, 2025, there were **2.261 million** unvested Restricted Stock Units (RSUs) with **$9.5 million** of unrecognized compensation expense, expected to be recognized over **1.6 years**[97](index=97&type=chunk) Liability for Share-based Awards (in thousands) | Metric | Fair Value | | :------------------------ | :--------- | | Balance at January 1, 2025 | $6,402 | | Payments | $(5,542) | | Balance at March 31, 2025 | $819 | [NOTE 6. REDEEMABLE CONVERTIBLE PREFERRED STOCK](index=23&type=section&id=NOTE%206.%20REDEEMABLE%20CONVERTIBLE%20PREFERRED%20STOCK) This note describes the terms, accrued dividends, and conversion features of the company's Series A and B redeemable convertible preferred stock - The Series A Preferred Stock, issued for **$750.0 million**, had accrued compounded dividends of **$130.9 million** as of March 31, 2025, and is convertible into common stock with a company redemption option after January 3, 2027[106](index=106&type=chunk)[107](index=107&type=chunk)[112](index=112&type=chunk) - The Series B Preferred Stock, issued for **$175.0 million**, had accrued compounded dividends of **$22.7 million** as of March 31, 2025, and is convertible into common stock with a company redemption option after October 17, 2027[113](index=113&type=chunk)[114](index=114&type=chunk)[119](index=119&type=chunk) - Both Series A and B Preferred Stock rank senior to common stock regarding dividend rights and asset distribution upon liquidation[105](index=105&type=chunk)[107](index=107&type=chunk)[114](index=114&type=chunk) [NOTE 7. NET LOSS PER SHARE](index=25&type=section&id=NOTE%207.%20NET%20LOSS%20PER%20SHARE) This note presents the basic and diluted net loss per share, explaining the exclusion of anti-dilutive securities from calculations Net Loss Per Share (Q1 2025 vs. Q1 2024) | Metric | Q1 2025 | Q1 2024 | | :---------------------------------------------- | :------ | :------ | | Basic and diluted loss per share attributable to NeueHealth, Inc. common shareholders | $(2.90) | $(3.53) | - **10.080 million** potentially dilutive securities (redeemable convertible preferred stock, common stock warrants, stock options, and restricted stock units) were excluded from diluted net loss per share calculation for Q1 2025 due to their anti-dilutive effect[122](index=122&type=chunk) [NOTE 8. COMMITMENTS AND CONTINGENCIES](index=26&type=section&id=NOTE%208.%20COMMITMENTS%20AND%20CONTINGENCIES) This note discloses the company's involvement in legal proceedings, letters of credit, and surety bonds, along with restricted cash collateral - The company is involved in a securities class action lawsuit (Marquez v. Bright Health Group, Inc. et al.) and three lawsuits related to the NEA Merger, with no estimable losses accrued as of March 31, 2025[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) - As of March 31, 2025, the company had **$7.5 million** in letters of credit and **$19.5 million** in surety bonds, with **$24.8 million** of cash and cash equivalents and **$7.0 million** of short-term investments restricted as collateral[127](index=127&type=chunk) [NOTE 9. SEGMENTS AND GEOGRAPHIC INFORMATION](index=26&type=section&id=NOTE%209.%20SEGMENTS%20AND%20GEOGRAPHIC%20INFORMATION) This note provides financial and operational information for the company's NeueCare and NeueSolutions segments, including revenue and operating income - The company has two operating segments within its continuing operations: NeueCare (care services in clinics, serving **569,000 consumers**) and NeueSolutions (provider enablement, serving **33,000 ACO REACH**, **8,000 MSSP**, and **138,000 enablement services lives**) as of March 31, 2025[128](index=128&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk) Segment Operating Income (Loss) (Q1 2025 vs. Q1 2024, in thousands) | Segment | Q1 2025 Operating Income (Loss) | Q1 2024 Operating Income (Loss) | | :------------------ | :------------------------------ | :------------------------------ | | NeueCare | $23,007 | $9,812 | | NeueSolutions | $(2,992) | $(2,932) |\ | Corporate & Eliminations | $(17,354) | $(29,982) | | **Consolidated** | **$2,661** | **$(23,102)** | - NeueCare's capitated revenue increased by **$19.5 million (31.8%)** in Q1 2025 due to increased membership through third-party payor contracts[211](index=211&type=chunk) - NeueSolutions's ACO REACH revenue decreased by **$47.8 million (27.8%)** in Q1 2025 due to a decrease of approximately **13,000 beneficiaries** aligned to REACH ACOs[218](index=218&type=chunk) [NOTE 10. INCOME TAXES](index=30&type=section&id=NOTE%2010.%20INCOME%20TAXES) This note details income tax expense and the impact of valuation allowances on deferred tax assets due to cumulative losses - Income tax expense was **$0.1 million** in Q1 2025, down from **$0.7 million** in Q1 2024, primarily related to estimated state income taxes[138](index=138&type=chunk) - A valuation allowance is recorded for deferred tax assets due to cumulative losses, limiting the ability to recognize federal tax benefits[139](index=139&type=chunk) [NOTE 11. REDEEMABLE NONCONTROLLING INTEREST](index=31&type=section&id=NOTE%2011.%20REDEEMABLE%20NONCONTROLLING%20INTEREST) This note outlines the changes in redeemable noncontrolling interest, including earnings attributable and distributions to holders Redeemable Noncontrolling Interest Activity (in thousands) | Metric | 2025 (Q1) | 2024 (Q1) | | :------------------------------------ | :-------- | :-------- | | Balance at January 1 | $48,580 | $88,908 | | Earnings attributable to noncontrolling interest | $770 | $4,227 | | Distribution to noncontrolling interest holders | $(1,702) | $(1,884) | | Measurement adjustment | $121 | $7,510 | | **Balance at March 31** | **$47,769** | **$98,761** | [NOTE 12. ACO REACH](index=31&type=section&id=NOTE%2012.%20ACO%20REACH) This note describes the company's participation in the CMS ACO REACH Model, including performance year receivables and obligations - The company participates in the CMS ACO REACH Model with three REACH ACOs, assuming full risk for aligned beneficiaries and guaranteeing provider performance to CMS[142](index=142&type=chunk)[143](index=143&type=chunk) ACO REACH Financial Impact (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :------------------------------------ | :------------- | :---------------- | | ACO REACH performance year receivable | $468,346 | $95,075 | | ACO REACH performance year obligation | $382,478 | — | ACO REACH Revenue Amortization (Q1 2025 vs. Q1 2024, in thousands) | Metric | Q1 2025 | Q1 2024 | | :------------------------------------ | :------ | :------ | | Amortization of ACO REACH performance year receivable | $136,699 | $175,460 | | Amortization of ACO REACH performance year obligation | $(127,493) | $(176,552) | | ACO REACH revenue | $124,040 | $171,811 | [NOTE 13. DECONSOLIDATION OF BRIGHT HEALTHCARE INSURANCE COMPANY OF TEXAS](index=33&type=section&id=NOTE%2013.%20DECONSOLIDATION%20OF%20BRIGHT%20HEALTHCARE%20INSURANCE%20COMPANY%20OF%20TEXAS) This note explains the deconsolidation of BHIC-Texas, the resulting risk share payable, and the valuation allowance on the investment - Bright HealthCare Insurance Company of Texas (BHIC-Texas) was deconsolidated on November 29, 2023, after being placed into liquidation, as the company no longer controlled the subsidiary[148](index=148&type=chunk) - Upon deconsolidation, a **$124.0 million** risk share payable to the deconsolidated entity was recorded on the Consolidated Balance Sheet[149](index=149&type=chunk) - A full valuation allowance was recorded on the investment in BHIC-Texas due to uncertainties related to the collection of the risk share receivable[153](index=153&type=chunk) [NOTE 14. DISCONTINUED OPERATIONS](index=34&type=section&id=NOTE%2014.%20DISCONTINUED%20OPERATIONS) This note details the financial results, assets, and liabilities related to the company's discontinued operations, including the California MA business - Discontinued operations include the California Medicare Advantage business (sold January 1, 2024) and the Commercial healthcare financing and distribution business (exited December 31, 2022)[154](index=154&type=chunk)[155](index=155&type=chunk) - The company received **$61.1 million** from the Consolidation and Adjustment Escrow related to the California MA sale on March 17, 2025, with an additional **$10.0 million** Indemnity Escrow Amount subject to contingencies until July 1, 2025[154](index=154&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk) Financial Results from Discontinued Operations (Q1 2025 vs. Q1 2024, in thousands) | Metric | Q1 2025 | Q1 2024 | | :------------------------------------ | :------ | :------ | | Total revenue from discontinued operations | $620 | $1,353 | | Total operating expenses from discontinued operations | $801 | $2,447 | | Net loss from discontinued operations | $(9,410) | $(9,865) | Assets and Liabilities of Discontinued Operations (in thousands) | Item | March 31, 2025 | December 31, 2024 | | :---------------------------------- | :------------- | :---------------- | | Current assets of discontinued operations | $94,467 | $173,006 | | Current liabilities of discontinued operations | $335,181 | $344,651 | | Risk adjustment payable | $271,839 | $276,835 | - Modified repayment agreements with CMS for **$271.8 million** in risk adjustment obligations are due September 15, 2026, bearing **11.5% interest**[179](index=179&type=chunk) - Certain regulated insurance legal entities are out of compliance with minimum risk-based capital levels as of March 31, 2025[180](index=180&type=chunk) [NOTE 15. SUBSEQUENT EVENTS](index=40&type=section&id=NOTE%2015.%20SUBSEQUENT%20EVENTS) This note confirms no additional material events or transactions requiring adjustment or disclosure have occurred since the reporting period - No additional material events or transactions requiring adjustment or disclosure have occurred through the date the financial statements were issued, beyond those already described in other footnotes[181](index=181&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operations, liquidity, and capital resources, focusing on value-based care strategy amidst net losses and going concern uncertainty - NeueHealth's business strategy focuses on transforming healthcare through its value-driven, consumer-centric model, primarily via NeueCare (care delivery) and NeueSolutions (provider enablement)[183](index=183&type=chunk) - Strategic growth areas include diversifying populations served, expanding into new geographies, deepening payor partnerships, and strengthening provider collaborations[188](index=188&type=chunk) Key Metrics (As of March 31, 2025 vs. 2024) | Metric | March 31, 2025 | March 31, 2024 | Change | Change (%) | | :-------------------------- | :------------- | :------------- | :------- | :--------- | | Value-Based Consumers served | 571,000 | 360,000 | +211,000 | +58.6% | | Enablement Services Lives | 138,000 | 109,000 | +29,000 | +26.6% | Adjusted EBITDA (Q1 2025 vs. Q1 2024, in thousands) | Metric | Q1 2025 | Q1 2024 | | :------------- | :------ | :------ | | Adjusted EBITDA | $13,478 | $3,657 | - The company faces substantial doubt about its ability to continue as a going concern, as existing cash and investments are not sufficient for the next twelve months, and plans for additional liquidity are subject to external conditions[222](index=222&type=chunk) - As of March 31, 2025, **$24.8 million** of non-regulated cash and cash equivalents and **$7.0 million** of non-regulated short-term investments are restricted as collateral. Regulated insurance entities hold **$86.7 million** in cash and **$7.5 million** in short-term investments, subject to regulatory restrictions[250](index=250&type=chunk)[251](index=251&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section states that there are no applicable disclosures regarding quantitative and qualitative market risk for the company - Not applicable[257](index=257&type=chunk) [Item 4. Controls and Procedures](index=54&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes in internal control over financial reporting - Management concluded that disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2025[260](index=260&type=chunk) - There were no material changes in internal control over financial reporting during the quarter ended March 31, 2025[261](index=261&type=chunk) [PART II. OTHER INFORMATION](index=55&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any litigation that, if determined adversely, would have a material adverse effect on its business, operating results, cash flows, or financial condition, beyond those already described in Note 8 - No material adverse legal proceedings beyond those described in Note 8, Commitments and Contingencies[262](index=262&type=chunk) [Item 1A. Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2024 Form 10-K - No material changes to the risk factors disclosed in the 2024 Form 10-K[263](index=263&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities,%20Use%20of%20Proceeds,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section reports no unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities during the period - None[264](index=264&type=chunk) [Item 3. Defaults upon Senior Securities](index=55&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[265](index=265&type=chunk) [Item 4. Mine Safety Disclosures](index=55&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[266](index=266&type=chunk) [Item 5. Other Information](index=55&type=section&id=Item%205.%20Other%20Information) No other information is reported in this section - None[267](index=267&type=chunk) [Item 6. Exhibits](index=56&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including the merger agreement, certificates of incorporation, repayment agreements with CMS, and certifications - Key exhibits include the Agreement and Plan of Merger (December 23, 2024), Certificates of Designations for Series A and B Preferred Stock, Modified Repayment Plan Approvals with CMS (March 13, 2025), and Sarbanes-Oxley Act certifications[268](index=268&type=chunk)
NeueHealth(NEUE) - 2025 Q1 - Earnings Call Transcript
2025-05-08 13:02
Financial Data and Key Metrics Changes - New Health reported consolidated revenue of $215.8 million for Q1 2025, slightly lower than the previous year due to a shift in membership mix [9] - The first quarter gross margin was $54.9 million, and the company achieved adjusted EBITDA profitability for the fifth consecutive quarter, generating $13.5 million in adjusted EBITDA [9][10] Business Line Data and Key Metrics Changes - In the New Care segment, revenue was $90.5 million with an operating income of $23 million, serving 530,000 value-based consumers, representing a 67% increase over 2024 [10] - The New Solutions segment generated revenue of $127.6 million but reported an operating loss of $3 million, serving 138,000 consumers in the provider enablement business [10] Market Data and Key Metrics Changes - The company served over 709,000 consumers in Q1 2025, reflecting a growth of approximately 51% compared to Q1 2024 [4][10] - The diverse population base served across the ACA marketplace, Medicare, and Medicaid is critical for mitigating risks associated with high concentration in any one product area [6] Company Strategy and Development Direction - The company aims to continue advancing its value-driven consumer-centric care model, expanding its capabilities, and deepening partnerships with providers and payers [7][14] - Key growth areas include serving a diverse population, expanding in existing markets, and forming new relationships with payer groups [14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's strong position to continue driving value for consumers, providers, and payers, and highlighted the importance of trust-based relationships [5][7] - The anticipated transaction to go private, led by NEA, is expected to close in mid-2025, pending necessary conditions [7] Other Important Information - As of March 31, 2025, the company had total cash and investments of $239.4 million, with non-regulated cash and short-term investments at $145.1 million [11] Q&A Session Summary - No specific questions and answers were provided in the content, thus this section is not applicable.
NeueHealth(NEUE) - 2025 Q1 - Earnings Call Transcript
2025-05-08 13:00
Financial Data and Key Metrics Changes - New Health reported consolidated revenue of $215.8 million for Q1 2025, slightly lower than the previous year due to a shift in membership mix [10] - The first quarter gross margin was $54.9 million, and the company achieved adjusted EBITDA profitability for the fifth consecutive quarter, generating $13.5 million in adjusted EBITDA [10] Business Line Data and Key Metrics Changes - In the New Care segment, revenue was $90.5 million with an operating income of $23 million, serving 530,000 value-based consumers, representing a 67% increase over 2024 [11] - The New Solutions segment generated revenue of $127.6 million but reported an operating loss of $3 million, serving 138,000 consumers in the provider enablement business [11] Market Data and Key Metrics Changes - The company served over 709,000 consumers in Q1 2025, reflecting a growth of approximately 51% compared to Q1 2024 [4] Company Strategy and Development Direction - The company aims to continue advancing its value-driven consumer-centric care model, focusing on serving a diverse population base and expanding its footprint in existing markets [14][15] - Plans include growing alongside existing payer partners and forming relationships with new payer groups, as well as building partnerships with providers for performance-based arrangements [15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's strong position to continue advancing its model and deepening partnerships with providers and payers [7] - The anticipated transaction to go private, led by NEA, is expected to close in mid-2025, pending necessary conditions [7] Other Important Information - As of March 31, 2025, the company had total cash and investments of $239.4 million, with non-regulated cash and short-term investments amounting to $145.1 million [12] Q&A Session Summary - No specific questions and answers were provided in the content, thus this section is not applicable.
NeueHealth(NEUE) - 2025 Q1 - Earnings Call Presentation
2025-05-08 11:27
Financial Performance - NeueHealth's Q1 2025 revenue reached $215.8 million, aligning with expectations[11] - The company achieved an Adjusted EBITDA of $13.5 million in Q1 2025, marking the fifth consecutive quarter of profitability[11] - GAAP Net Loss for Q1 2025 was ($10.8) million, compared to a GAAP Net Loss of ($4.2) million for Q1 2024[11] - The GAAP Operating Cost Ratio for Q1 2025 was 22.6%, a decrease from 27.2% in Q1 2024[11] - The Adjusted Operating Cost Ratio improved to 19.3% in Q1 2025 from 16.7% in Q1 2024[18] Balance Sheet Highlights - As of March 31, 2025, NeueHealth had $239.4 million in total cash and investments, including $94.3 million in regulated entities[14] - Non-regulated cash and short-term investments totaled $145.1 million at the end of Q1 2025, which includes $31.8 million of restricted cash and investments[14] Business Overview - NeueHealth focuses on value-driven care delivery and provider enablement, partnering with health plans, government programs, and medical groups[6] - The company aims to provide high-quality, affordable care to consumers across the ACA Marketplace, Medicare, and Medicaid[4]
NeueHealth(NEUE) - 2025 Q1 - Quarterly Results
2025-05-08 10:46
[Executive Summary](index=1&type=section&id=Executive%20Summary) [First Quarter 2025 Highlights](index=1&type=section&id=First%20Quarter%202025%20Highlights) NeueHealth reported a strong Q1 2025, marked by substantial growth in consumers served and its fifth consecutive quarter of positive Adjusted EBITDA, demonstrating the resonance of its value-driven care model - Delivered strong first quarter performance, with the care model resonating with consumers, providers, and payors[6](index=6&type=chunk) - Achieved **positive Adjusted EBITDA** for the fifth consecutive quarter, establishing a strong foundation for future success[6](index=6&type=chunk) Consumer and Patient Metrics (As of March 31): | Metric | 2025 | 2024 | Change (YoY) | | :------------------------ | :------- | :------- | :----------- | | Value-Based Consumers served | 571,000 | 360,000 | +58.6% | | Enablement Services Lives | 138,000 | 109,000 | +26.6% | | Total Consumers Served (approx.) | 709,000 | 469,000 | +51.2% | [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO Mike Mikan highlighted the company's strong start to 2025, emphasizing substantial consumer growth, Adjusted EBITDA profitability, and the compelling nature of their value-driven, consumer-centric care model. The focus for the year is on long-term, sustainable growth and strengthening industry relationships - Starting 2025 in a very strong position, generating substantial growth in the number of consumers served and delivering another quarter of **Adjusted EBITDA profitability**[3](index=3&type=chunk) - The value-driven, consumer-centric care model is compelling and continues to resonate with the market[3](index=3&type=chunk) - Focus for 2025 is on driving long-term, sustainable growth and building on industry relationships[3](index=3&type=chunk) [Company Overview](index=2&type=section&id=Company%20Overview) [About NeueHealth](index=2&type=section&id=About%20NeueHealth) NeueHealth is a value-driven healthcare company committed to providing high-quality, coordinated care by aligning the interests of consumers, providers, and payors across ACA Marketplace, Medicare, and Medicaid. It serves over 700,000 health consumers through owned clinics and partnerships with over 3,000 affiliated providers - NeueHealth is a value-driven healthcare company focused on high-quality, coordinated care[8](index=8&type=chunk) - Aligns interests of health consumers, providers, and payors to make healthcare accessible and affordable across ACA Marketplace, Medicare, and Medicaid[8](index=8&type=chunk) - Delivers clinical care to over **700,000 health consumers** through owned clinics and partnerships with over **3,000 affiliated providers**[8](index=8&type=chunk) [Financial Performance](index=1&type=section&id=Financial%20Performance) [Consolidated Results](index=1&type=section&id=Consolidated%20Results) NeueHealth's consolidated financial results for Q1 2025 show a decrease in total revenue but an improvement in operating income and a reduced net loss attributable to common shareholders, alongside significant balance sheet changes [Key Financial Metrics](index=1&type=section&id=Key%20Financial%20Metrics) Key financial metrics for Q1 2025 show a decrease in total revenue year-over-year, but a significant improvement in Net Income (Loss) from Continuing Operations and a substantial increase in Adjusted EBITDA Key Financial Metrics (Three Months Ended March 31, in thousands): | Metric | 2025 | 2024 | Change (YoY) | | :---------------------------------- | :--------- | :--------- | :----------- | | Revenue | $215,787 | $245,095 | -11.96% | | Net Loss | $(10,848) | $(4,177) | +159.7% | | Net Income (Loss) from Continuing Operations | $(1,438) | $5,688 | -125.3% | | Adjusted EBITDA (non-GAAP) | $13,478 | $3,657 | +268.6% | [Consolidated Statements of Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Income%20(Loss)) Total revenue decreased by 11.96% year-over-year, primarily due to a significant drop in ACO REACH revenue, despite growth in capitated revenue. Operating expenses also decreased, leading to a positive operating income in Q1 2025 compared to a loss in Q1 2024. Net loss attributable to common shareholders improved Revenue Breakdown (Three Months Ended March 31, in thousands): | Revenue Type | 2025 | 2024 | Change (YoY) | | :---------------- | :------- | :------- | :----------- | | Capitated revenue | $80,987 | $61,466 | +31.76% | | ACO REACH revenue | $124,040 | $171,811 | -27.79% | | Service revenue | $9,834 | $11,615 | -15.33% | | Investment income | $926 | $203 | +356.2% | | **Total revenue** | **$215,787** | **$245,095** | **-11.96%** | Operating Expenses (Three Months Ended March 31, in thousands): | Expense Type | 2025 | 2024 | Change (YoY) | | :------------------------ | :------- | :------- | :----------- | | Medical costs | $160,894 | $196,874 | -18.38% | | Operating costs | $48,673 | $66,761 | -27.09% | | Depreciation and amortization | $3,559 | $4,562 | -22.00% | | **Total operating expenses** | **$213,126** | **$268,197** | **-20.53%** | Profitability Metrics (Three Months Ended March 31, in thousands, except per share): | Metric | 2025 | 2024 | Change (YoY) | | :------------------------------------------ | :--------- | :--------- | :----------- | | Operating income (loss) | $2,661 | $(23,102) | +111.5% | | Net loss attributable to NeueHealth, Inc. common shareholders | $(24,875) | $(28,518) | -12.77% | | Basic and diluted loss per share | $(2.90) | $(3.53) | -17.85% | [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets significantly increased by 64.5% from December 31, 2024, primarily driven by a substantial rise in ACO REACH performance year receivable. Total liabilities also increased by 38.5%, largely due to the new ACO REACH performance year obligation Balance Sheet Highlights (in thousands): | Metric | March 31, 2025 | December 31, 2024 | Change (QoQ) | | :-------------------------------- | :------------- | :---------------- | :----------- | | Total assets | $895,680 | $544,383 | +64.5% | | Total liabilities | $1,288,652 | $930,491 | +38.5% | | Cash and cash equivalents | $138,101 | $83,295 | +65.8% | | ACO REACH performance year receivable | $468,346 | $95,075 | +392.6% | | ACO REACH performance year obligation | $382,478 | — | N/A | | Total shareholders' equity (deficit) | $(1,361,158) | $(1,355,105) | -0.45% | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2025, cash used in operating activities decreased significantly year-over-year, while cash provided by investing activities also saw a substantial decrease, mainly due to lower proceeds from the sale of businesses. Cash used in financing activities decreased dramatically due to lower repayments of short-term borrowings Cash Flow Summary (Three Months Ended March 31, in thousands): | Activity | 2025 | 2024 | Change (YoY) | | :-------------------------------- | :--------- | :--------- | :----------- | | Net cash used in operating activities | $(21,049) | $(48,717) | -56.8% | | Net cash provided by investing activities | $63,176 | $198,387 | -68.1% | | Net cash used in financing activities | $(2,702) | $(275,520) | -99.0% | | Net increase (decrease) in cash and cash equivalents | $39,425 | $(125,850) | +131.3% | | Cash and cash equivalents – end of period | $224,830 | $249,430 | -9.8% | - Proceeds from sale of business decreased significantly from **$196,130 thousand** in Q1 2024 to **$61,139 thousand** in Q1 2025[21](index=21&type=chunk) - Repayments of short-term borrowings decreased from **$273,636 thousand** in Q1 2024 to **$1,000 thousand** in Q1 2025[21](index=21&type=chunk) [Segment Performance](index=7&type=section&id=Segment%20Performance) The NeueCare segment demonstrated strong growth in revenue and operating income, while the NeueSolutions segment experienced a decline in revenue and a slight increase in operating loss [NeueCare Segment](index=7&type=section&id=NeueCare%20Segment) The NeueCare segment reported a 22.9% increase in total segment revenue and a substantial 134.5% increase in operating income year-over-year, driven by higher capitated revenue and lower operating costs NeueCare Segment Performance (Three Months Ended March 31, in thousands): | Metric | 2025 | 2024 | Change (YoY) | | :-------------------- | :------- | :------- | :----------- | | Capitated revenue | $80,987 | $61,466 | +31.76% | | Total segment revenue | $90,517 | $73,623 | +22.95% | | Medical Costs | $37,518 | $27,436 | +36.75% | | Operating Costs | $27,210 | $32,589 | -16.51% | | Operating income (loss) | $23,007 | $9,812 | +134.47% | [NeueSolutions Segment](index=7&type=section&id=NeueSolutions%20Segment) The NeueSolutions segment experienced a 26.7% decrease in total segment revenue, primarily due to lower ACO REACH revenue, resulting in a slight increase in operating loss year-over-year NeueSolutions Segment Performance (Three Months Ended March 31, in thousands): | Metric | 2025 | 2024 | Change (YoY) | | :-------------------- | :-------- | :-------- | :----------- | | ACO REACH revenue | $124,040 | $171,811 | -27.79% | | Total segment revenue | $127,610 | $173,896 | -26.67% | | Medical Costs | $126,285 | $172,065 | -26.50% | | Operating Costs | $4,317 | $4,763 | -9.36% | | Operating income (loss) | $(2,992) | $(2,932) | +2.05% | [Non-GAAP Financial Measures](index=8&type=section&id=Non-GAAP%20Financial%20Measures) The company uses Adjusted EBITDA and Adjusted Operating Cost Ratio as non-GAAP measures to provide a clearer view of core operating performance, excluding certain non-recurring or non-cash items [Adjusted EBITDA Reconciliation](index=9&type=section&id=Adjusted%20EBITDA%20Reconciliation) Adjusted EBITDA for Q1 2025 was $13,478 thousand, a significant increase from $3,657 thousand in Q1 2024, after adjusting for items such as loss from discontinued operations, interest expense, share-based compensation, and the gain on troubled debt restructuring in the prior year Adjusted EBITDA Reconciliation (Three Months Ended March 31, in thousands): | Metric | 2025 | 2024 | Change (YoY) | | :------------------------------------------ | :--------- | :--------- | :----------- | | Net Loss | $(10,848) | $(4,177) | +159.7% | | Loss from Discontinued Operations | $9,410 | $9,865 | -4.7% | | Interest expense | $6,637 | $2,930 | +126.5% | | Share-based and other long-term incentive compensation expense | $5,644 | $18,627 | -69.7% | | Gain on troubled debt restructuring | — | $(30,311) | N/A | | **Adjusted EBITDA** | **$13,478** | **$3,657** | **+268.6%** | - Adjusted EBITDA definition excludes items like discontinued operations, interest, taxes, D&A, transaction costs, share-based compensation, and impact of troubled debt restructuring[25](index=25&type=chunk) [Adjusted Operating Cost Ratio Reconciliation](index=9&type=section&id=Adjusted%20Operating%20Cost%20Ratio%20Reconciliation) The Adjusted Operating Cost Ratio increased to 19.3% in Q1 2025 from 16.7% in Q1 2024, after accounting for share-based compensation and transaction-related costs Adjusted Operating Cost Ratio Reconciliation (Three Months Ended March 31): | Metric | 2025 | 2024 | Change (YoY) | | :------------------------------------------------ | :----- | :----- | :----------- | | Operating Cost Ratio | 22.6% | 27.2% | -4.6 pp | | Impact of share-based and other long-term incentive compensation expense | (2.6)% | (7.6)% | +5.0 pp | | Impact of held-for-sale operations | 0.0% | (2.4)% | +2.4 pp | | Impact of transaction related costs | (0.7)% | (0.5)% | -0.2 pp | | **Adjusted Operating Cost Ratio** | **19.3%** | **16.7%** | **+2.6 pp** | - Adjusted Operating Cost Ratio is defined as Operating Cost Ratio excluding share-based compensation expense[25](index=25&type=chunk) [Corporate Developments](index=2&type=section&id=Corporate%20Developments) [Proposed Merger Transaction](index=2&type=section&id=Proposed%20Merger%20Transaction) On December 23, 2024, NeueHealth entered into a Merger Agreement to become a wholly-owned subsidiary of NH Holdings 2025, Inc., which is indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. (NEA). The company has filed necessary SEC documents, including a preliminary proxy statement and a Schedule 13E-3 - Entered into a Merger Agreement on **December 23, 2024**, to become a wholly-owned subsidiary of NH Holdings 2025, Inc., controlled by NEA-affiliated funds[9](index=9&type=chunk) - Filed a preliminary proxy statement on Schedule 14A and a transaction statement on Schedule 13E-3 with the SEC in connection with the Transaction[10](index=10&type=chunk) - Investors are urged to read the Proxy Statement, Schedule 13E-3, and other relevant documents for important information about the transaction[10](index=10&type=chunk) [Additional Information](index=1&type=section&id=Additional%20Information) [Earnings Conference Call & Investor Relations](index=1&type=section&id=Earnings%20Conference%20Call%20%26%20Investor%20Relations) NeueHealth hosted an earnings conference call on May 8, 2025, to discuss results, strategy, and outlook. A live webcast and replay are available on the company's Investor Relations page, which also serves as a primary channel for disclosing material non-public information - Hosted an earnings conference call on **May 8, 2025, at 8:00 a.m. Eastern Time**[5](index=5&type=chunk) - A live webcast and replay are accessible from the Investor Relations page of the Company's website (investors.neuethealth.com)[5](index=5&type=chunk) - The company routinely posts important information, including SEC filings, on its Investor Relations website and intends to use it for disclosing material, non-public information[5](index=5&type=chunk) [Forward-Looking Statements & Risk Factors](index=2&type=section&id=Forward-Looking%20Statements%20%26%20Risk%20Factors) The release contains forward-looking statements subject to various risks, uncertainties, and assumptions. Key risks include the failure to complete the proposed merger, potential litigation, adverse reactions to the transaction, costs associated with the merger, and the ability to continue as a going concern - The release contains "forward-looking statements" regarding future results, business plans, strategies, and the timing/completion of the Transaction[13](index=13&type=chunk)[14](index=14&type=chunk) - Important factors could cause actual outcomes to differ materially, including failure to complete the Transaction, potential litigation, adverse reactions to the announcement, and costs associated with the Transaction[14](index=14&type=chunk) - Other risks include the ability to continue as a going concern, comply with credit facility terms, obtain financing, complete the wind-down of certain businesses, and manage regulatory changes[14](index=14&type=chunk) [Contact Information](index=3&type=section&id=Contact%20Information) Contact details are provided for investor and media inquiries - Investor Contact: **IR@neuehealth.com**[15](index=15&type=chunk) - Media Contact: **media@neuehealth.com**[15](index=15&type=chunk)