Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | --- | |------------------------------------------------------------------------------------------------------|--------------------------------------------------- ...

PART I. FINANCIAL INFORMATION [Item 1. Unaudited Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) The unaudited financial statements reflect substantial asset growth and a widened net loss due to the April 2021 IPO and increased stock-based compensation [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2021 (unaudited) | Dec 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $1,081,601 | $106,795 | | Total current assets | $1,452,866 | $294,197 | | **Total assets** | **$1,685,120** | **$446,361** | | **Liabilities & Equity** | | | | Medical claims and related payables | $288,121 | $162,868 | | Total liabilities | $557,681 | $421,591 | | Total stockholders' equity (deficit) | $1,127,439 | $(284,730) | - The significant increase in **cash and cash equivalents** and the shift from a stockholders' deficit to a substantial **equity position** are primarily attributable to the net proceeds from the company's **IPO in April 2021**[27](index=27&type=chunk)[179](index=179&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $458,613 | $312,684 | $1,370,673 | $897,326 | | Medical services expense | $414,202 | $260,933 | $1,217,039 | $728,949 | | Stock-based compensation expense | $11,960 | $1,558 | $287,980 | $4,734 | | Income (loss) from operations | $(35,601) | $(9,844) | $(346,079) | $(16,930) | | Net income (loss) | $(35,958) | $(11,827) | $(350,050) | $(35,837) | | Net income (loss) per share, basic and diluted | $(0.09) | $(0.04) | $(0.95) | $(0.07) | - Revenue for the nine months ended Sep 30, 2021, increased by **53% YoY**, driven by membership growth, but net loss widened significantly due to a **$283.2 million increase in stock-based compensation expense** recognized upon the IPO[157](index=157&type=chunk)[167](index=167&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary for the Nine Months Ended September 30 (in thousands) | Cash Flow Category | 2021 | 2020 | | :--- | :--- | :--- | | Net cash used in operating activities | $(99,262) | $(39,865) | | Net cash used in investing activities | $(87,903) | $(1,208) | | Net cash provided by financing activities | $1,143,973 | $25,381 | | **Net increase (decrease) in cash** | **$956,808** | **$(15,692)** | - The substantial increase in cash was driven by **$1.17 billion in proceeds from the IPO**, partially offset by cash used in operations and investing activities, including **$76.6 million for investments in loans receivable** related to IPO tax obligations[22](index=22&type=chunk)[190](index=190&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) - The company completed its IPO on April 19, 2021, selling **53.6 million shares** and receiving net proceeds of approximately **$1.2 billion**, recognizing **$268.5 million in stock-based compensation expense** for shares issued to partner physician groups[27](index=27&type=chunk) - Revenue is almost entirely from **Medicare Advantage capitation contracts**, with three major payors (A, B, and C) accounting for **26%, 20%, and 16% of total revenues** respectively for the nine months ended Sep 30, 2021[42](index=42&type=chunk)[44](index=44&type=chunk) - In February 2021, the company divested its remaining California operations, now reported as discontinued, but remains responsible for certain pre-closing liabilities[87](index=87&type=chunk)[88](index=88&type=chunk) - On February 18, 2021, the company entered into new credit facilities, including a **$100 million term loan** and a **$100 million revolving facility**, with a **$50 million mandatory prepayment** on the term loan following the IPO[61](index=61&type=chunk)[64](index=64&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes 47% Q3 revenue growth to increased Medicare Advantage members and capitation rates, while net loss widened due to higher medical services expenses and significant post-IPO stock-based compensation [Overview and Recent Developments](index=28&type=section&id=Overview%20and%20Recent%20Developments) Third Quarter 2021 Financial Highlights | Metric | Q3 2021 | Change from Q3 2020 | | :--- | :--- | :--- | | Medicare Advantage Members | 184,100 | +43% | | Total Revenue | $459 million | +47% | | Net Loss | $36 million | Increased from $12 million loss | | Medical Margin | $43 million | Decreased from $51 million | | Adjusted EBITDA | -$14 million | Decreased from +$2 million | - The company launched **five Direct Contracting Entities (DCEs)** on April 1, 2021, serving approximately **52,400 beneficiaries** as of September 30, 2021[116](index=116&type=chunk) - Completed an **IPO in April 2021** with net proceeds of approximately **$1.2 billion** and refinanced its debt in February 2021[117](index=117&type=chunk)[118](index=118&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Comparison of Results for the Nine Months Ended September 30 (in thousands) | Line Item | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Medical services revenue | $1,367,736 | $894,043 | 53% | | Medical services expense | $1,217,039 | $728,949 | 67% | | General and administrative | $114,001 | $91,200 | 25% | | Stock-based compensation expense | $287,980 | $4,734 | 5983% | | **Income (loss) from operations** | **$(346,079)** | **$(16,930)** | **-1944%** | - The **53% increase in medical services revenue** for the first nine months of 2021 was driven by **45% growth in average membership** and a **5% increase in PMPM capitation rates**[157](index=157&type=chunk) - Medical services expense grew faster than revenue (**67% vs 53%**) due to membership growth and an increase in average medical services expense per member, partly reflecting lower healthcare utilization in the prior year due to COVID-19[158](index=158&type=chunk)[161](index=161&type=chunk) [Non-GAAP Financial Measures](index=41&type=section&id=Non-GAAP%20Financial%20Measures) Reconciliation of Net Income (Loss) to Adjusted EBITDA (in thousands) | Metric | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net income (loss) | $(35,958) | $(350,050) | | Adjustments: | | | | (Income) loss from discontinued operations | $(1,035) | $1,992 | | Interest expense | $867 | $5,306 | | Income tax expense | $256 | $707 | | Depreciation and amortization | $3,915 | $10,923 | | Stock-based compensation expense | $11,960 | $287,980 | | Other adjustments | $4,970 | $21,215 | | **Adjusted EBITDA** | **$(14,015)** | **$(11,927)** | - The company uses non-GAAP measures like Network Contribution and Adjusted EBITDA to identify underlying business trends, with **Adjusted EBITDA being negative $11.9 million** for the nine months ended Sep 30, 2021, a significant decrease from the prior year[169](index=169&type=chunk)[170](index=170&type=chunk)[178](index=178&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) - As of September 30, 2021, the company had **cash and cash equivalents of $1.1 billion**, primarily due to **$1.2 billion in net proceeds from its April 2021 IPO**[179](index=179&type=chunk) - Net cash used in operating activities increased to **$99.3 million** for the nine months ended Sep 30, 2021, from $39.9 million in the prior year, due to higher geography entry costs, increased G&A expenses, and changes in claims payment processes[188](index=188&type=chunk) - Management believes existing cash and borrowing capacity will be sufficient to meet working capital and capital expenditure needs for at least the next 12 months[181](index=181&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations on its floating-rate debt, with a 100 basis point change estimated to impact interest expense by less than $1.0 million - The company's main market risk is interest rate changes affecting its floating-rate debt, where a **1% (100 basis point) change** in rates would impact interest expense by **less than $1.0 million** for the nine-month period[204](index=204&type=chunk) [Item 4. Controls and Procedures](index=50&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2021, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of September 30, 2021[206](index=206&type=chunk) - No material changes were made to the **internal control over financial reporting** during the third quarter of 2021[207](index=207&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) Information regarding legal proceedings, including an ongoing investigation by the California Department of Managed Health Care, is incorporated by reference from Note 8 of the financial statements - Information regarding legal proceedings is incorporated by reference from **Note 8 to the financial statements**[209](index=209&type=chunk) [Item 1A. Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Prospectus - There have been **no material changes to the risk factors** disclosed in the company's Prospectus[210](index=210&type=chunk) [Item 6. Exhibits](index=52&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data files - The exhibits filed with this report include **certifications from the Principal Executive Officer and Principal Financial Officer** as required by the Securities Exchange Act[212](index=212&type=chunk)[213](index=213&type=chunk)

Company Overview - Agilon Health partners with independent physician groups to unlock Medicare Advantage growth and value-based care[5] - The company has exclusive partnerships spanning 20 years[5] - Agilon has expanded to 17 diverse geographies, including both live and implementing markets[5, 39] - The company supports over 230,000 Medicare Advantage members across live and implementing markets[5] - Agilon's model includes over 50,000 Direct Contracting members across 5 Direct Contracting Entities[5] - Agilon Health reported $1.2 billion in revenue for 2020, demonstrating a 60% CAGR from 2018-2020[5] Financial Performance and Outlook - Agilon anticipates total revenue between $450 million and $453 million for the quarter ending September 30, 2021[60] - The company projects full-year 2021 revenue to be between $1.81 billion and $1.82 billion[60] - Agilon expects an Adjusted EBITDA loss between $(41) million and $(38) million for the full year 2021, weighted towards the fourth quarter[60] Market Opportunity - The total Medicare beneficiary market is projected to reach 70.3 million with $1.25 trillion in patient spend by 2025[31] - Medicare beneficiaries attributed to independent PCPs are projected to reach 30.4 million with $389 billion in patient spend by 2025[31] - Agilon's Total Addressable Market (TAM) within existing and prioritized geographies is rapidly expanding at an 8% CAGR[34]

agilon health, Inc. (NYSE:AGL) Q2 2021 Earnings Conference Call August 5, 2021 8:30 AM ET Company Participants Matthew Gillmor - VP, IR Steven Sell - President, CEO & Director Timothy Bensley - CFO Conference Call Participants George Hill - Deutsche Bank Harrison Zhuo - Wolfe Research Ryan Daniels - William Blair & Company Operator Hello, everyone, and welcome to the agilon health Second Quarter 2021 Earnings Conference Call. My name is Brika, and I'll be the moderator for today's event. [Operator Instructi ...

agilon health, inc. (NYSE:AGL) Q1 2021 Earnings Conference Call May 27, 2021 8:30 AM ET Company Participants Matthew Gillmor - Vice President, Investor Relations Steve Sell - Chief Executive Officer Tim Bensley - Chief Financial Officer Conference Call Participants Lisa Gill - JPMorgan Justin Lake - Wolfe Research Kevin Fischbeck - Bank of America Ryan Daniels - William Blair George Hill - Deutsche Bank Stephen Baxter - Wells Fargo Sandy Draper - Truist Securities Operator Good day and thank you for standin ...