Restructuring Costs

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

On April 17, 2023, the Company announced it would implement certain business transformation initiatives, including an agreement to move its core plan operations to UST HealthProof’s (“UST HealthProof”) integrated technology platform and additional corporate restructuring actions. The agreement with UST HealthProof includes the transition of certain of the Company’s plan operation functions in support of its Medicare Advantage members pursuant to a master services agreement. In addition to the arrangement with UST HealthProof, in April 2023 the Company conducted a reduction in force to better align its Selling, General, and Administrative cost structure with its revenue base. This restructuring resulted in the elimination of approximately 10% of the Company's workforce. The Company incurred costs related to these business transformation initiatives, which consisted of employee termination benefits, vendor related costs, and other costs, which are accounted for as exit and disposal costs and recorded pursuant to ASC 420, Exit or Disposal Cost Obligations. For those costs determined to be one-time termination benefits the Company established a liability for the restructuring related expenses when the plan was established, the remaining costs will be expensed as incurred.

On December 1, 2023, the Company notified CMS that it will no longer participate as a REACH ACO in connection with the 2024 performance year. The Company’s exit from the ACO REACH Program was made after the Company determined that it is in its best interest to fully exit the ACO REACH Program, and follows the Company's November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023. The Company incurred costs related to not continuing with the program, which consisted of employee termination benefits and are accounted for as exit and disposal costs and recorded pursuant to ASC 420, Exit or Disposal Cost Obligations. For those costs determined to be one-time termination benefits the Company established a liability for the restructuring related expenses when the plan was established, the remaining costs will be expensed as incurred.

The Restructuring costs are presented in the Company's audited Consolidated Statements of Operations and Comprehensive Loss, which were as follows:


			Year ended December 31,
			2023
			(in thousands)
Employee termination benefits	$	4,905
Vendor related costs			4,939
Other			87
Total Restructuring costs	$	9,931

UST HealthProof Transition

As of December 31, 2023, the liability for employee termination benefits was recorded in Accrued salaries and benefits and the liability for vendor related costs and other expenses were recorded in Accounts payable and accrued expenses in the Consolidated Balance Sheets. The liability recorded reflects the Company's best estimate, which may be revised in subsequent periods as the restructuring progresses. The restructuring costs are recorded within the Corporate/Other operating segment. In addition, the Company incurred costs related to software impairment. These costs are recognized within Depreciation and amortization in the audited Consolidated Statements of Operations and Comprehensive Loss, and total $0.1 million for the year ended December 31, 2023.


	Employee Termination Benefits		Vendor related costs		Other		Total
	(in thousands)
Liability as of December 31, 2022	$	—	$	—	$	—	$	—
Charges	4,795		4,939		87		9,821
Cash payments	(3,014)		(1,549)		(87)		(4,650)
Liability as of December 31, 2023	$	1,781	$	3,390	$	—	$	5,171
Total cumulative costs incurred as of December 31, 2023	$	4,795	$	4,939	$	87	$	9,821

ACO REACH

As of December 31, 2023, the liability for employee termination benefits was recorded in Accrued salaries and benefits in the Consolidated Balance Sheets. The liability recorded reflects the Company's best estimate, which may be revised in subsequent periods as the restructuring progresses. The restructuring costs are recorded within the Non-Insurance segment. In addition, the Company incurred costs related to software impairment. These costs are recognized within Depreciation and amortization in the audited Consolidated Statement of Operations and Comprehensive Loss, and total $0.1 million for the year ended December 31, 2023.


	Employee Termination Benefits
	(in thousands)
Liability as of December 31, 2022	$	—
Charges	110
Cash payments	—
Liability as of December 31, 2023	$	110
Total cumulative costs incurred as of December 31, 2023	$	110