AGILON HEALTH, INC. – 10-K – Management's Discussion and Analysis of Financial Condition and Results of Operations
The information set forth in this Item 7 is intended to provide readers with an
understanding of our financial condition, changes in financial condition and
results of operations. We will discuss and provide our analysis in the following
order:
•
Overview and Key Developments
•
COVID-19 Update
•
Key Financial and Operating Metrics
•
Key Components of Our Results of Operations
• Results of Operations • Non-GAAP Financial Measures •
Liquidity and Capital Resources
•
Critical Accounting Estimates
•
Recent Accounting Pronouncements
Overview and Key Developments
Our business is transforming healthcare by empowering the primary care physician
("PCP") to be the agent for change in the communities they serve. We believe
that PCPs, with their intimate patient-physician relationships, are best
positioned to drive meaningful change in quality, cost, and patient experience
when provided with the right infrastructure and payment model. Through our
combination of the agilon platform, a long-term partnership model with existing
physician groups and a growing network of like-minded physicians, we are poised
to revolutionize healthcare for seniors across communities throughout
States
business model for existing physician groups to create a Medicare-centric,
globally capitated line of business. Our model operates by forming RBEs within
local geographies, that enter into arrangements with payors providing for
monthly payments to manage the total healthcare needs of our physician partners'
attributed patients (or, global capitation arrangements), contract with agilon
to perform certain functions and enter into long-term professional service
agreements with one or more anchor physician groups pursuant to which the anchor
physician groups receive a base compensation rate and share in the savings from
successfully improving quality of care and reducing costs.
Our business model is differentiated by its focus on existing community-based
physician groups and is built around three key elements: (1) agilon's platform;
(2) agilon's long-term physician partnership approach; and (3) agilon's network.
With our model, our goal is to remove the barriers that prevent community-based
physicians from evolving to a Total Care Model, where the physician is empowered
to manage health outcomes and the total healthcare needs of their attributed
Medicare patients.
2021 Results:
•
Medicare Advantage members of approximately 186,300 as of
increased 42% from 2020.
•
DCE attributed beneficiaries of approximately 51,700 as of
•
Total revenue of
•
Net loss of
change reflects the impact of a
compensation expense in 2021, substantially all of which relates to shares
issued under partner physician group equity agreements in connection with our
IPO in
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•
Medical Margin of
year-over-year change in part reflects the impact of lower healthcare
utilization in the prior year as a result of the COVID-19 pandemic.
•
Adjusted EBITDA of negative
2020.
Platform Membership Details
Medicare Advantage members increased 42% during 2021, which includes
contributions from new geographies and growth within geographies existing prior
to 2021. Total members live on the agilon platform include 186,300 Medicare
Advantage members and 51,700 attributed
Average Medicare Advantage membership during 2021 was approximately 181,800, an
increase of 44% from 2020.
In collaboration with seven of our physician group partners, we launched five
DCEs on
Model to allow a variety of DCEs to negotiate directly with the government to
manage traditional Medicare beneficiaries and share in the savings and risks
generated from managing the health services provided to such beneficiaries. As
of
51,700 attributed beneficiaries covered under traditional Medicare.
On
the GPDC model and renaming it the Accountable Care Organization Realizing
Equity, Access, and
concurrently introduced a Request for Applications (RFA) for a new cohort to
begin the model on
participants that meet ACO REACH requirements would be permitted to continue
participating in the ACO REACH model as ACOs. The ACO REACH requirements
outlined thus far include: 1) The development and implementation of a robust
health equity plan to identify and better serve underserved communities; 2) the
requirement that at least 75% control of each ACO's governing body be held by
participating providers or their designated representatives (compared to 25%
during the first two Performance Years of the GPDC model); and 3) the
requirement that there be at least two beneficiary advocates on the governing
board (at least one Medicare beneficiary and at least one consumer advocate),
both of whom must hold voting rights. We do not anticipate that these new
requirements will have a material impact on agilon's current or future
participation in this program, or inhibit our ability to continue and grow our
participation in the model. In addition, The CMS Innovation Center announced
that ACO REACH would include technical adjustments to the model's parameters,
including changes to benchmark calculations. The overall effect of these changes
is not yet known.
Initial Public Offering and Debt Refinancing
On
53,590,000 shares of common stock at a price of
proceeds of the offering were approximately
fees and other offering expenses. See Note 1 to the Consolidated Financial
Statements.
Upon the completion of the IPO, we issued 11.7 million shares of common stock
under partner physician group equity agreements and recognized stock-based
compensation expense of
On
Facilities included an initial
of the first quarter and in connection with our IPO, we repaid
the senior secured term loan. See Note 10 to the Consolidated Financial
Statements.
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California Operations
In
selling the remaining disposal group for a gross sales price of
Our
as discontinued operations. See Note 11 to the Consolidated Financial Statements
for additional details on the Company's investigative interrogatories from the
Secondary Public Offering
On
directors completed a secondary offering of 19,550,000 shares of common stock at
a price to the public of
the secondary offering.
COVID-19 Update
Since
health and safety of our employees, physicians and members in connection with
the COVID-19 pandemic. Because COVID-19 infections have been reported throughout
authorities have issued proclamations and/or directives aimed at minimizing the
spread of COVID-19. Additionally, more restrictive proclamations and/or
directives may be issued in the future.
The ultimate impact of the COVID-19 pandemic on our operations is unknown and
will depend on future developments, which are highly uncertain and cannot be
predicted with confidence, including the duration of the COVID-19 outbreak, new
information that may emerge concerning the severity of the COVID-19 pandemic,
and any additional preventative and protective actions that governments, or we,
may direct, which may result in an extended period of continued business
disruption. The ultimate impact of these matters to us and our financial
condition cannot be reasonably estimated at this time.
The COVID-19 pandemic continues to evolve and the ultimate impact on our
business, results of operations, financial condition and cash flows remains
uncertain. During 2021, overall care activity continued to increase, including a
mix of temporary deferral of care activity and COVID-19 related care costs.
These costs may be incurred at future points in time, and it is possible that
the deferral of healthcare services, or the impact of our members (who are
seniors typically with chronic conditions) being diagnosed with COVID-19, could
cause additional health problems in our existing members, which could increase
costs in the future. In future periods, care patterns may moderately exceed
normal baselines as previously deferred care is obtained and acuity temporarily
rises due to missed regular care. From time to time, health system capacity may
be subject to possible increased volatility due to the pandemic. We cannot
accurately estimate the net ultimate impact, positive or negative, to medical
services expense at this time.
Given the disruption caused by COVID-19, it is unclear whether our contracted
physicians will be able to document the health conditions of our members as
comprehensively as they did in historical periods. Because risk adjustment
factors in the current period are based on the preceding year's diagnosed
disease conditions, our revenue in future periods may be adversely impacted.
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Key Financial and Operating Metrics
All of our key metrics exclude historical results from our
(which are included as discontinued operations in our consolidated financial
statements).
We monitor the following key financial and operating metrics to help us evaluate
our business, identify trends affecting our business, formulate business plans
and make strategic decisions. We believe the following key metrics are useful in
evaluating our business (dollars in thousands):
As of and for the
Year Ended December 31,
2021 2020 2019
MA members 186,300 131,000 90,200
Medical services revenue $ 1,829,735 $ 1,214,270 $ 788,566
Medical margin $ 182,076 $ 192,393 $ 63,192
Platform support costs $ 123,521 $ 99,943 $ 89,266
Network contribution(1) $ 84,578 $ 99,016 $ 25,598
Adjusted EBITDA(1) $ (38,619 ) $ 5,827 $ (56,711 )
(1)
Network contribution and Adjusted EBITDA are non-GAAP financial measures. See
"-Non-GAAP Financial Measures" for additional information, including
reconciliations to the most directly comparable measures under generally
accepted accounting principles ("GAAP").
Medicare Advantage Members
Our MA members include all individuals enrolled in an MA plan that are
attributed to the PCPs on our platform at the end of a given period.
Medical Services Revenue
Our medical services revenue consists of capitation revenue under contracts with
various payors. Under the typical capitation arrangement, we are entitled to
PMPM fees to provide a defined range of healthcare services for MA health plan
members through our contracted physician partners and affiliated PCPs. Such fees
are typically based on a defined percentage of corresponding premium that payors
receive from CMS. We recognize capitation revenue over the period eligible
members are entitled to receive healthcare services.
Medical Margin
Medical margin represents the amount earned from medical services revenue after
medical services expenses are deducted. Medical services expense represents
costs incurred for medical services provided to our members. As our platform
matures over time, we expect medical margin to increase in absolute dollars.
However, medical margin PMPM may vary as the percentage of new members brought
onto our platform fluctuates. New membership added to the platform is typically
dilutive to medical margin PMPM. Furthermore, in light of COVID-19, we continue
to evaluate the ultimate impact of the pandemic on medical margin.
The following table presents our medical margin (dollars in thousands):
Year Ended December 31,
2021 2020 2019
Medical services revenue $ 1,829,735 $ 1,214,270 $ 788,566
Medical services expense (1,647,659 ) (1,021,877 ) (725,374 )
Medical margin $ 182,076 $ 192,393 $ 63,192
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We define network contribution as medical services revenue less the sum of: (i)
medical services expense and (ii) other medical expenses excluding costs
incurred in implementing geographies. Other medical expenses consist of
physician compensation expense related to surplus sharing and other direct
medical expenses incurred to improve care for our members. We believe this
metric provides insight into the economics of our Total Care Model, as it
includes all medical services expense associated with our members' care as well
as partner compensation and additional medical costs we incur as part of our
aligned partnership model. Other medical expenses are largely variable and
proportionate to the level of surplus in each respective geography.
The following table presents our network contribution (dollars in thousands):
Year Ended December 31,
2021 2020 2019
Medical services revenue $ 1,829,735 $ 1,214,270 $ 788,566
Medical services expense (1,647,659 ) (1,021,877 ) (725,374 )
Other medical expenses - operating geographies(1) (97,498 ) (93,377 ) (37,594 )
Network contribution
$ 84,578 $ 99,016 $ 25,598
(1)
Represents physician compensation expense related to surplus sharing and other
direct medical expenses incurred to improve care for our members in our live
geographies. Excludes costs in geographies that are in implementation and are
not yet generating revenue. For the years ended
2019, costs incurred in implementing geographies were
million
See "-Non-GAAP Financial Measures" for information regarding our use of network
contribution and a reconciliation of income (loss) from operations to network
contribution.
Platform Support Costs
Our platform support costs, which include regionally-based support personnel and
other operating costs to support our geographies, are expected to decrease over
time as a percentage of revenue as our physician partners add members and our
revenue grows. Our operating expenses at the enterprise level include resources
and technology to support payor contracting, clinical program development,
quality, data management, finance and legal functions.
The table below represents costs to support our live geographies and enterprise
functions, which are included in general and administrative expenses (dollars in
thousands):
Year Ended December 31,
2021 2020 2019
Platform support costs $ 123,521 $ 99,943 $ 89,266
% of Revenue 7 % 8 % 11 %
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss) adjusted to exclude: (i) income
(loss) from discontinued operations, net of income taxes, (ii) interest expense,
(iii) income tax expense (benefit), (iv) depreciation and amortization, (v)
geography entry costs, (vi) stock-based compensation expense, (vii) severance
and related costs, and (viii) certain other items that are not considered by us
in the evaluation of ongoing operating performance. We reflect our share of
Adjusted EBITDA for equity method investments by applying our actual ownership
percentage for the period to the applicable reconciling items on an
entity-by-entity basis. Net income (loss) is the most directly comparable GAAP
measure to Adjusted EBITDA.
See "-Non-GAAP Financial Measures" for information regarding our use of Adjusted
EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA.
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Key Components of Our Results of Operations
Revenues
Medical Services Revenue
Our medical services revenue consists of capitation revenue under contracts with
various payors. Under the typical capitation arrangement, we are entitled to
PMPM fees to provide a defined range of healthcare services for MA health plan
members through our contracted physician partners and affiliated PCPs. Such fees
are typically based on a defined percentage of corresponding premium that payors
receive from CMS. We recognize capitation revenue over the period eligible
members are entitled to receive healthcare services.
Medical services revenue constitutes substantially all of our total revenue,
accounting for nearly 100%, 100%, and 99% of our total revenues for the years
ended
For additional discussion related to our revenue, see "-Critical Accounting
Policies" and Note 2 to the Consolidated Financial Statements.
Operating Expenses
Medical Services Expense
In each of our geographies, a network of physicians, hospitals, and other
healthcare providers provide care to our members. Medical services expense
represents costs incurred for medical services provided to our members. Our
medical services expense trends primarily relate to changes in per visit costs
incurred by our members, along with changes in health system and provider
utilization of services. Medical services expenses are recognized in the period
in which services are provided and include estimates of our obligations for
medical services that have been rendered by third parties, but for which claims
have either not yet been received, processed or paid.
For additional discussion related to our medical services expense, see
"-Critical Accounting Policies" and Note 2 to the Consolidated Financial
Statements.
Other Medical Expenses
Other medical expenses include: (i) partner physician compensation expense and
(ii) other provider costs. Partner physician compensation expense represents
obligations to our physician partners corresponding to a portion of the surplus
generated in our geographies, which is a function of medical services revenues
less the sum of medical services expenses, other provider costs and market
operating costs, for the respective geography. Physician payment obligations are
reconciled quarterly, and settlement payments are typically issued to providers
on an annual basis in arrears, with interim payments issued periodically. Other
provider costs include payments to support physician-patient engagement, certain
other medical costs, and other care management expenses that help to create
medical cost efficiency. Other provider costs include costs incurred for
geographies that are in implementation and are not yet generating revenue.
General and Administrative
General and administrative expenses consist of market-based support personnel
and other operating costs to support our geographies, personnel and other
operating costs to support our enterprise functions, and investments to support
development and expansion of our physician partners. Our enterprise functions
include salaries and related expenses, stock-based compensation (including
shares issued under partner physician group equity agreements in connection with
our IPO), operational support expenses, technology infrastructure, finance,
legal, as well as other costs associated with the continued growth of our
platform. For the purposes of calculating physician partner incentive expense,
we allocate a portion of our enterprise general and administrative expenses to
our geographies.
General and administrative expenses also include severance, management fees paid
to our majority shareholder prior to our IPO and accruals for unasserted claims.
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Depreciation and Amortization
Depreciation and amortization expenses are associated with our property and
equipment and acquired intangible assets. Depreciation includes expenses
associated with buildings, computer and network equipment, furniture and
fixtures, and leasehold improvements. Amortization primarily includes expenses
associated with acquired intangible assets.
Other Income (Expense)
Other Income (Expense), Net
Other income (expense), net includes the following items:
•
Equity income (loss) from unconsolidated joint ventures; and
•
Interest income, which consists primarily of interest earned on our cash and
cash equivalents and restricted cash and cash equivalents.
Interest Expense
Interest expense consists primarily of interest expense associated with our
outstanding debt, including amortization of debt issuance costs.
Income Tax Benefit (Expense)
We are subject to corporate
Deferred tax assets are reduced by a valuation allowance to the extent
management believes it is not more likely than not to be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future
taxable income. Management makes estimates and judgments about future taxable
income based on assumptions that are consistent with our plans and estimates.
Total Discontinued Operations
Total discontinued operations consist of the results of our
operations, which include the entirety of our Medicaid line of business. For
certain of our
responsible for any liabilities arising from the business that were incurred
prior to the closing date of such transaction, including any fines, penalties,
and other sanctions relating to the DMHC matter, the payment of claims for
medical services incurred prior to the effective date of each transaction, a
liability for unrecognized tax benefits for which we are indemnified, and other
contingent liabilities that we currently believe are remote. For additional
discussion, see Note 19 to the Consolidated Financial Statements.
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Results of Operations
The following table summarizes key components of our results of operations
(dollars in thousands):
Year Ended December 31,
2021 2020 2019
Revenues:
Medical services revenue $ 1,829,735 $ 1,214,270 $ 788,566
Other operating revenue 3,824 4,063 5,845
Total revenues 1,833,559 1,218,333 794,411
Expenses:
Medical services expense 1,647,659 1,021,877 725,374
Other medical expenses 109,487 102,306 40,526
General and administrative (including
noncash stock-based
compensation expense of
and$4,399 , respectively) 455,821 137,292 122,832 Depreciation and amortization 14,544 13,531 12,253 Total expenses 2,227,511 1,275,006 900,985 Income (loss) from operations (393,952 ) (56,673 ) (106,574 ) Other income (expense): Other income (expense), net (4,500 ) 2,465 955 Interest expense (6,146 ) (8,135 ) (9,068 ) Income (loss) before income taxes (404,598 ) (62,343 ) (114,687 ) Income tax benefit (expense) (886 ) (865 ) 232 Income (loss) from continuing operations (405,484 ) (63,208 ) (114,455 ) Discontinued operations: Income (loss) before impairments, gain (loss) on sales and income taxes (3,463 ) (20,049 ) (86,108 ) Impairments - - (98,343 ) Gain (loss) on sales of assets, net 473 20,401 - Income tax benefit (expense) 1,687 2,804 16,166 Total discontinued operations (1,303 ) 3,156 (168,285 ) Net income (loss) (406,787 ) (60,052 ) (282,740 ) Noncontrolling interests' share in (earnings) loss 300 - 152 Net income (loss) attributable to common shares$ (406,487 ) $ (60,052 ) $ (282,588 ) 66
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The following table summarizes our results of operations as a percentage of
total revenues:
Year Ended December 31,
2021 2020 2019
Revenues:
Medical services revenue 100 % 100 % 99 %
Other operating revenue - - 1
Total revenues 100 100 100
Expenses:
Medical services expense 90 84 91
Other medical expenses 6 8 5
General and administrative (including
noncash stock-based
compensation expense of 16%, 1%,
and 1%, respectively) 25 11 15 Depreciation and amortization 1 1 2 Total expenses 121 105 113 Income (loss) from operations (21 ) (5 ) (13 ) Other income (expense): Other income (expense), net - - - Interest expense - (1 ) (1 ) Income (loss) before income taxes (22 ) (5 ) (14 ) Income tax benefit (expense) - - - Income (loss) from continuing operations (22 ) (5 ) (14 ) Discontinued operations: Income (loss) before impairments, gain (loss) on sales and income taxes - (2 ) (11 ) Impairments - - (12 ) Gains (losses), net - 2 - Income tax benefit (expense) - - 2 Total discontinued operations - - (21 ) Net income (loss) (22 ) (5 ) (36 ) Noncontrolling interests' share in (earnings) loss - - - Net income (loss) attributable to common shares (22 )% (5 )% (36 )%
Comparison of Year Ended
Medical Services Revenue
Year Ended December 31, Change
(dollars in thousands) 2021 2020 $ %
Medical services revenue $ 1,829,735 $ 1,214,270 $ 615,465 51 %
% of total revenues 100 % 100 %
Medical services revenue increased by 51%, due primarily to growth in average
membership of 44% that was attributable to three new geographies that became
operational in 2021 and growth in our existing geographies. The increase in
medical services revenue was also driven, to a lesser extent, by a 5% increase
in PMPM capitation rates.
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Medical Services Expense
Year Ended December 31, Change
(dollars in thousands) 2021 2020 $ %
Medical services expense $ 1,647,659 $ 1,021,877 $ 625,782 61 %
% of total revenues 90 % 84 %
Medical services expense increased by 61% due primarily to average membership
growth of 44%, which was attributable to three new geographies that became
operational in 2021 and growth in our existing geographies. The increase in
medical services expense was also driven, to a lesser extent, by an increase in
average medical services expense per member of 12%. The increase in average
medical services expense reflects, in part, the impact of lower healthcare
utilization experienced in the prior year due to the COVID-19 pandemic.
Other Medical Expenses
Year Ended December 31, Change
(dollars in thousands) 2021 2020 $ %
Other medical expenses $ 109,487 $ 102,306 $ 7,181 7 %
% of total revenues 6 % 8 %
Other medical expenses increased by
declined by
2020. Other provider costs increased by
compared to
our platform increased in 2021. Other provider costs in 2021 include
million
other provider costs in 2020 include
geographies that became operational in 2021.
General and Administrative
Year Ended December 31, Change
(dollars in thousands) 2021 2020 $ %
General and administrative $ 455,821 $ 137,292 $ 318,529 232 %
% of total revenues 25 % 11 %
General and administrative expenses increased
year ended
increase in general and administrative expenses is attributable to a
million
of which relates to shares issued under partner physician group equity
agreements in connection with our IPO in
performance condition associated with certain employee stock options in the
third quarter of 2021.
Platform support costs, which are operating costs to support our live
geographies and enterprise functions, increased by
million
operating costs incurred to support geographies that became operational in 2021,
along with additional costs related to our operations as a public company.
Platform support costs as a percentage of revenue decreased to 7% for the year
ended
to support geography entry increased to
million
become operational in the following calendar year.
In aggregate, (i) costs incurred for severance, which include taxes and related
costs on stock option exercises for departed executives, (ii) fees paid to our
majority shareholder, and (iii) accruals for unasserted claims and contingent
liabilities increased to
2020.
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Other income (expense), net
Year Ended December 31, Change
(dollars in thousands) 2021 2020 $ %
Other income (expense), net $ (4,500 ) $ 2,465 $ (6,965 ) (283 )%
% of total revenues - % - %
Other income (expense), net generated expenses of
ended
Substantially all of the expense increase relates to equity losses of
million
2021
Total Discontinued Operations
Year Ended December 31, Change
(dollars in thousands) 2021 2020 $ %
Total discontinued operations
% of total revenues
- % - %
Discontinued operations generated losses of
31, 2020
and remaining
2021
related to discontinued operations declined during 2021. Additionally, gains on
sales of assets related to the dispositions declined by
For additional discussion related to discontinued operations, see Note 19 to the
Consolidated Financial Statements.
Comparison of Year Ended
Medical Services Revenue
Year Ended December 31, Change
(dollars in thousands) 2020 2019 $ %
Medical services revenue $ 1,214,270 $ 788,566 $ 425,704 54 %
% of total revenues 100 % 99 %
Medical services revenue increased by 54%, due primarily to growth in average
membership of 46% that was attributable to four new geographies that began to
generate revenue in 2020 and growth in our existing geographies. The increase in
medical services revenue was also driven, to a lesser extent, by a 6% increase
in PMPM capitation rates.
Medical Services Expense
Year Ended December 31, Change
(dollars in thousands) 2020 2019 $ %
Medical services expense $ 1,021,877 $ 725,374 $ 296,503 41 %
% of total revenues 84 % 91 %
Medical services expense increased by 41% due to average membership growth of
46%, partially offset by a decrease in average medical services expense per
member of 3%, which was impacted by the temporary deferral of non-essential care
amid the COVID-19 pandemic and improved medical cost management.
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Other Medical Expenses
Year Ended December 31, Change
(dollars in thousands) 2020 2019 $ %
Other medical expenses $ 102,306 $ 40,526 $ 61,780 152 %
% of total revenues 8 % 5 %
Other medical expenses increased by
increased by
2019, which is a result of improvements in medical margin and expenses incurred
for geographies that became operational in 2020. Other provider costs increased
by
resulting from the increase in the number of geographies and members on our
platform. Other provider costs for the year ended
million
In addition, for a geography in which we commenced implementation and became
operational in 2020 we incurred
provider costs for the year ended
costs related to geographies that became operational in 2020.
General and Administrative
Year Ended December 31, Change
(dollars in thousands) 2020 2019 $ %
General and administrative
% of total revenues
11 % 15 %
General and administrative expenses increased
year ended
live geographies and enterprise functions increased by
million
operating costs incurred to support geographies that became operational in 2020,
including
implementation and became operational in 2020. Operating costs to support our
live geographies and enterprise functions as a percentage of revenue decreased
from 11% to 8% during the years ended
Investments to support geography entry increased to
compared to
geographies that become operational in the following calendar year. In
aggregate, costs incurred for severance, stock-based compensation and fees paid
to our majority shareholder increased to
million
Total Discontinued Operations
Year Ended December 31, Change
(dollars in thousands) 2020 2019 $ %
Total discontinued operations
% of total revenues
- % (21 )%
Total discontinued operations for the year ended
income of
2020, we completed the dispositions of our
operations, recognizing aggregate gain on sales of
and (ii)
intangible asset. Additionally, medical margin and general and administrative
expenses related to discontinued operations declined during 2020 as a result of
our planned disposition of
related to discontinued operations, see Note 19 to the Consolidated Financial
Statements.
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Non-GAAP Financial Measures
In addition to providing results that are determined in accordance with GAAP, we
present network contribution and Adjusted EBITDA, which are non-GAAP financial
measures.
We define network contribution as medical services revenue less the sum of: (i)
medical services expense and (ii) other medical expenses excluding costs
incurred in implementing geographies. Other medical expenses consist of
physician compensation expense related to surplus sharing and other direct
medical expenses incurred to improve care for our members. We believe this
metric provides insight into the economics of our Total Care Model as it
includes all medical services expense associated with our members' care as well
as partner incentive and additional medical costs we incur as part of our
aligned partnership model. Other medical expenses are largely variable and
proportionate to the level of surplus in each respective geography.
We define Adjusted EBITDA as net income (loss) adjusted to exclude: (i) income
(loss) from discontinued operations, net of income taxes, (ii) interest expense,
(iii) income tax expense (benefit), (iv) depreciation and amortization, (v)
geography entry costs, (vi) stock-based compensation expense, (vii) severance
and related costs, and (viii) certain other items that are not considered by us
in the evaluation of ongoing operating performance. We reflect our share of
Adjusted EBITDA for equity method investments by applying our actual ownership
percentage for the period to the applicable reconciling items on an
entity-by-entity basis.
Income (loss) from operations is the most directly comparable GAAP measure to
network contribution. Net income (loss) is the most directly comparable GAAP
measure to Adjusted EBITDA.
We believe network contribution and Adjusted EBITDA help identify underlying
trends in our business and facilitate evaluation of period-to-period operating
performance of our live geographies by eliminating items that are variable in
nature and not considered by us in the evaluation of ongoing operating
performance, allowing comparison of our recurring core business operating
results over multiple periods. We also believe network contribution and Adjusted
EBITDA provide useful information about our operating results, enhance the
overall understanding of our past performance and future prospects, and allow
for greater transparency with respect to key metrics we use for financial and
operational decision-making. We believe network contribution and Adjusted EBITDA
or similarly titled non-GAAP measures are widely used by investors, securities
analysts, ratings agencies, and other parties in evaluating companies in our
industry as a measure of financial performance. Other companies may calculate
network contribution and Adjusted EBITDA or similarly titled non-GAAP measures
differently from the way we calculate these metrics. As a result, our
presentation of network contribution and Adjusted EBITDA may not be comparable
to similarly titled measures of other companies, limiting their usefulness as
comparative measures.
Adjusted EBITDA is not considered a measure of financial performance under GAAP,
and the items excluded therefrom are significant components in understanding and
assessing our financial performance. Adjusted EBITDA has limitations as an
analytical tool and should not be considered in isolation or as an alternative
to such GAAP measures as net income (loss), cash flows provided by or used in
operating, investing or financing activities or other financial statement data
presented in our consolidated financial statements as an indicator of financial
performance or liquidity. Some of these limitations are:
•
Adjusted EBITDA does not reflect changes in, or cash requirements for, working
capital needs;
•
Adjusted EBITDA does not reflect interest expense, or the requirements necessary
to service interest or principal payments on debt;
•
Adjusted EBITDA does not reflect income tax expense (benefit) or the cash
requirements to pay taxes;
•
Adjusted EBITDA does not reflect historical cash expenditures or future
requirements for capital expenditures or contractual commitments;
•
Although depreciation and amortization charges are non-cash charges, the assets
being depreciated and amortized will often have to be replaced in the future,
and Adjusted EBITDA does not reflect any cash requirements for such
replacements; and
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•
The expenses and other items that we exclude in our calculation of Adjusted
EBITDA may differ from the expenses and other items, if any, that other
companies may exclude from similarly titled non-GAAP financial measures.
The following table sets forth a reconciliation of income (loss) from operations
to network contribution using data derived from the consolidated financial
statements for the periods indicated (dollars in thousands):
Year Ended December 31,
2021 2020 2019
Income (loss) from operations $ (393,952 ) $ (56,673 ) $ (106,574 )
Other operating revenue (3,824 ) (4,063 ) (5,845 )
Other medical expenses 109,487 102,306 40,526
Other medical expenses (live geographies)(1) (97,498 ) (93,377 ) (37,594 )
General and administrative 455,821 137,292 122,832
Depreciation and amortization 14,544 13,531 12,253
Network contribution $ 84,578 $ 99,016 $ 25,598
(1)
Represents physician compensation expense related to surplus sharing and other
direct medical expenses incurred to improve care for our members in our live
geographies. Excludes costs in geographies that are in implementation and are
not yet generating revenue. For the years ended
2019, costs incurred in implementing geographies were
million
The following table sets forth a reconciliation of net income (loss) to Adjusted
EBITDA using data derived from the consolidated financial statements for the
periods indicated (dollars in thousands):
Year Ended December 31,
2021 2020 2019
Net income (loss) $ (406,787 ) $ (60,052 ) $ (282,588 )
(Income) loss from discontinued operations,
net of income taxes 1,303 (3,156 ) 168,285
Interest expense 6,146 8,135 9,068
Income tax expense (benefit) 886 865 (232 )
Depreciation and amortization 14,544 13,531 12,253
Geography entry costs(1) 32,572 27,100 9,787
Severance and related costs(2) 12,861 4,009 3,675
Management fees(3) 433 1,530 1,885
Stock-based compensation expense 292,394 6,472 4,399
EBITDA adjustments related to equity method
investments(4) 1,736 - -
Other(5) 5,293 7,393 16,757
Adjusted EBITDA $ (38,619 ) $ 5,827 $ (56,711 )
(1)
Represents direct geography entry costs, including investments to develop and
expand our platform and costs in geographies that are in implementation and are
not yet generating revenue. For the years ended December 30, 2021 , 2020, and
2019, (i) $12.0 million , $8.9 million , and $2.9 million , respectively, are
included in other medical expenses and (ii) $20.6 million , $17.9 million , and
$6.9 million respectively, are included in general and administrative expenses.
(2)
For the year ended December 31, 2021 , includes taxes and related costs on stock
option exercises for departed executives of $5.4 million .
(3)
Represents management fees and other expenses paid to Clayton Dubilier & Rice,
LLC ("CD&R"). In connection with our initial public offering, we terminated our
consulting agreement with CD&R, effective April 16, 2021 . We were not charged a
fee in connection with the termination of this agreement.
(4)
Includes direct geography entry costs of $1.3 million for the year ended
December 31, 2021 .
(5)
Includes changes in non-cash accruals for unasserted claims and contingent
liabilities.
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Liquidity and Capital Resources
We have historically financed our operations primarily through funds generated
from our capitation arrangements with payors, issuances of equity securities,
and borrowings under credit agreements. We generally invest any excess cash in
money market accounts, which are classified as cash equivalents. Our investment
strategies are designed to provide safety and preservation of capital,
sufficient liquidity to meet the cash flow needs of our business operations and
attainment of a competitive return.
As of
On
of common stock at the public offering price of
offering were approximately
offering expenses.
We expect to continue to incur operating losses and generate negative cash flows
from operations for the foreseeable future due to the investments we intend to
continue to make in expanding our business and additional general and
administrative costs we expect to incur related to our operation as a public
company. As a result, we may require additional capital resources in the future
to execute strategic initiatives to grow our business.
Our primary uses of cash include payments for medical claims and other medical
expenses, general and administrative expenses, costs associated with the
development of new geographies and expansion of existing geographies, debt
service and capital expenditures. Final reconciliation and receipt of amounts
due from payors are typically settled in arrears, following completion of the
contractual program year.
Based on our planned operations, we believe that our existing cash and cash
equivalents, as well as available borrowing capacity under the Credit
Facilities, will be sufficient to meet our working capital and capital
expenditure needs over at least the next 12 months, though we may require
additional capital resources in the future. We have based these estimates on
assumptions that may prove to be wrong, and we could utilize our available
capital resources sooner than we expect.
We may require additional financing in the future to fund working capital and
pay our obligations. We may seek to raise any necessary additional capital
through a combination of public or private equity offerings and/or debt
financings. There can be no assurance that we will be successful in acquiring
additional funding at levels sufficient to fund our operations or on terms
favorable to us, if at all. If adequate funds are not available on acceptable
terms when needed, we may be required to significantly reduce operating
expenses, which may have a material adverse effect on our business, financial
condition, cash flows, and results of operations. If we do raise additional
capital through public or private equity, the ownership interest of our existing
stockholders will be diluted, and the terms of these securities may include
liquidation or other preferences that adversely affect our existing
stockholders' rights. If we raise additional capital through debt financing, we
may be subject to covenants limiting or restricting our ability to take specific
actions, such as incurring additional debt, making capital expenditures or
declaring dividends.
Our ability to pay dividends to holders of our common stock is significantly
limited as a practical matter by our growth plans as well as the Credit
Facilities insofar as we may seek to pay dividends out of funds made available
to us by agilon management or its subsidiaries because the Credit Facilities
restrict agilon management's ability to pay dividends or make loans to us. The
borrower on the Credit Facilities is agilon management, our wholly-owned
subsidiary. The Credit Facilities are guaranteed by certain of our subsidiaries,
including those identified as VIEs, and contain customary covenants including,
among other things, limitations on restricted payments such as: (i) dividends
and distributions from restricted subsidiaries, (ii) requirements of minimum
financial ratios, and (iii) limitation on additional borrowings based on certain
financial ratios.
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Cash Flows
The following summary discussion of our cash flows is based on the consolidated
statements of cash flows. The following table sets forth changes in cash flows
for the periods indicated (dollars in thousands):
Year Ended December 31,
2021 2020 2019
Net cash provided by (used in) operating
activities $ (148,159 ) $ (53,204 ) $ (103,861 )
Net cash provided by (used in) investing
activities (90,506 ) 22,066 (5,060 )
Net cash provided by (used in) financing
activities 1,154,390 24,621 176,298
Net Cash Provided By (Used In) Operating Activities
Net cash used in operating activities was
ended
operating activities in 2021 compared to 2020 was primarily a result of: (i) the
transition of claims payment services back to the health plan for one of our
capitation contracts effective
costs, (iii) accelerated timing of claims payments in certain markets, and (iv)
an increase in general and administrative expenses, including prepayments
related to public company insurance, partially offset by lower cash used in our
due to reduced utilization as a result of the impact of COVID-19. The
improvement in net cash used in operating activities in 2020 compared to 2019
was primarily a result of an increase in medical margin, partially offset by
higher physician compensation payments.
Our cash flow from operations is dependent upon the number of members on our
platform, the timing of settlements with payors and the level of operating and
general and administrative expenses necessary to operate and grow our business,
among other factors.
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Net Cash Provided By (Used In) Investing Activities
Net cash used in investing activities was
million
activities of
net cash used in investing activities in 2021 compared to 2020 was due primarily
to
connection with taxes payable on shares distributed to them upon completion of
the IPO under the partner physician group equity agreements and a
increase in investments in property and equipment and intangible assets. The
increase in net cash from investing activities in 2020 compared to 2019 was
primarily a result of proceeds received of: (i)
disposition of our
million
Net Cash Provided By (Used In) Financing Activities
Net cash provided by financing activities was
ended
our existing debt with a
billion
and commissions and offering costs. Upon completion of our IPO in
repaid
facility. During the year ended
million
activities in 2020 compared to 2019 was primarily a result of higher capital
raised from private sales of our common stock in 2019 compared to 2020, as well
as the repurchase of common stock in 2020.
Debt Obligations
On
First Amendment to Credit Agreement, dated as of
Facilities include: (i) a
Secured Term Loan Facility") and (ii) a
credit facility (the "2021 Secured Revolving Facility") with a capacity to issue
standby letters of credit in certain circumstances up to a maximum of
million
Secured Term Loan Facility may be expanded (or a new term loan facility,
revolving credit facility or letter of credit facility added) by up to (i)
million
tied to repayment of certain of our indebtedness. The 2021 Secured Term Loan
Facility requires, among other things, a mandatory prepayment of
if gross proceeds from the IPO exceed
Credit Facilities was extended to
payments.
The proceeds from the 2021 Secured Term Loan Facility were used to refinance our
outstanding indebtedness under the prior term loan and unsecured debt, with the
remaining
purposes.
At our option, borrowings under the Credit Facilities, as defined in the credit
agreement, can be either: (i) LIBO Rate Loans or (ii) Base Rate Loans. LIBO Rate
Loans bear interest at a rate equal to the sum of 4.00% (stepping down to 3.50%
on and following
credit agreement, and (b) 0%. Base Rate Loans bear interest at a rate equal to
the sum of 3.00% (stepping down to 2.50% on and following
the highest of: (a) 0.50% in excess of the overnight federal funds rate, (b) the
prime rate established by the administrative agent from time to time, (c) the
one-month LIBO rate (adjusted for maximum reserves) plus 1.00% and (d) 0%.
Additionally, we pay a commitment fee on the unfunded 2021 Revolving Credit
Facility amount of 0.50% (stepping down to 0.375% on and following
2023
The Credit Facilities contain customary covenants including, among other things,
limitations on restricted payments including: (i) dividends and distributions
from restricted subsidiaries, (ii) requirements of minimum financial ratios, and
(iii) limitation on additional borrowings based on certain financial ratios.
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For additional discussion on our debt obligations, see Note 10 to the
Consolidated Financial Statements for additional information about our
outstanding debt.
Equity
As of
outstanding. On
53,590,000 shares of common stock at the public offering price of
net proceeds of the offering were approximately
fees and other offering expenses. On
certain of our officers and directors completed a secondary offering of
19,550,000 shares of common stock at a price to the public of
We did not receive any proceeds from the secondary offering. See Note 12 to the
Consolidated Financial Statements for additional information about our equity
transactions.
Future Cash Requirements
The following table summarizes certain estimated future cash requirements under the Company's various contractual obligations and commitments as ofDecember 31, 2021 , in total and disaggregated into current and long-term obligations (dollars in thousands): Total Current Long-Term Term loan(1)$ 48,750 $ 5,000 $ 43,750 Operating leases(2) 13,350 3,444 9,906 Capital commitments(3) 56,809 28,559 28,250 Interest(1) 10,156 3,608 6,548 Total$ 129,065 $ 40,611 $ 88,454 (1) See Note 10 for additional information regarding the maturities of debt principal. Interest payments on debt are calculated using outstanding balances and interest rates in effect onDecember 31, 2021 . (2) See Note 5 for additional information regarding the maturity of lease liabilities under operating leases. (3) See Note 11 for additional information regarding capital commitments to physician partners to support physician partner expansion and related purposes.
The table above does not include future payments of claims to healthcare
providers because certain terms of these payments are not determinable at
provided under capitation contracts).
Critical Accounting Estimates
Management's discussion and analysis of our financial condition and results of
operations is based on our financial statements, which have been prepared in
accordance with GAAP. The preparation of financial statements in conformity with
GAAP requires us to use judgment in the application of accounting policies,
including making estimates and assumptions. We base estimates on the best
information available to us at the time, our historical experience, known trends
and events and various other assumptions that we believe are reasonable under
the circumstances. These estimates affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting periods. If our judgment or interpretation of the facts and
circumstances relating to various transactions or other matters had been
different, it is possible that different accounting would have been applied,
resulting in a different presentation of our consolidated financial statements.
From time to time, we re-evaluate our estimates and assumptions. In the event
estimates or assumptions prove to be different from actual results, adjustments
are made in subsequent periods to reflect more current estimates and assumptions
about matters that are inherently uncertain. For a more detailed discussion of
our significant accounting policies, see Note 2 to the Consolidated Financial
Statements. Below is a discussion of accounting policies that we consider
critical in that they may require complex judgment in their application or
require estimates about matters that are inherently uncertain.
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Revenue Recognition
We recognize revenue in accordance with Accounting Standards Update ("ASU")
2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"), which we
adopted as of
method. The adoption of ASC 606 had no impact on our revenue recognition, as
revenue from our contracts with customers continues to be recognized over time
as services are rendered, and therefore, no cumulative effect adjustment was
recorded. Medical services revenue consists of capitation fees under contracts
with various payors. Under the typical capitation arrangement, we are entitled
to monthly PMPM fees to provide a defined range of healthcare services for MA
health plan members attributed to our contracted physicians. PMPM fees are
determined as a percent of the premium payors receive from CMS for these
members. We generally accept full financial risk for members attributed to our
contracted physicians, which means we are responsible for the cost of all
healthcare services required by them. Contracts with payors are generally
multi-year arrangements and have a single performance obligation that
constitutes a series, as defined by ASC 606, to stand ready on a monthly basis
to provide all aspects of necessary medical care to members for the contracted
period. We recognize revenue in the month in which eligible members are entitled
to receive healthcare benefits during the contract term.
The transaction price for our MA capitation contracts is variable as the PMPM
fees to which we are entitled are subject to periodic adjustment under CMS's
risk adjustment payment methodology. CMS deploys a risk adjustment model that
determines premiums paid to all payors according to each member's health status
and certain demographic factors. Under this risk adjustment methodology, CMS
calculates the risk adjusted premium payment using diagnosis data from various
settings. We and our healthcare providers collect and submit the necessary and
available diagnosis data to payors and we utilize such data to estimate risk
adjustment payments to be received in subsequent periods. Risk
adjustment-related revenues are estimated using the most likely amount
methodology and amounts are only included in revenue to the extent that it is
probable that a significant reversal of cumulative revenue will not occur once
any uncertainty is resolved. PMPM fees are also subject to adjustment for
incentives or penalties based on the achievement of certain quality metrics
defined in our contracts with payors. We recognize incentive revenue as earned
using the most likely amount methodology and only to the extent that it is
probable that a significant reversal of cumulative revenue will not occur once
any uncertainty is resolved.
The determination of these estimates is subject to significant judgment. If
these assessments were to change, the timing and amount of our revenue
recognized would be impacted, which may be material to our consolidated
financial statements.
Medical Services Expense and Related Payables
Medical services expense represents costs incurred for medical services provided
to members by physicians, hospitals and other ancillary providers for which we
are financially responsible, and which are paid either directly by us or by
payors with whom we have contracted. Medical services expenses are recognized in
the period in which services are provided and include estimates of our
obligations for medical services that have been rendered by third parties, but
for which claims have either not yet been received, processed or paid.
Such estimates are based on many variables, including utilization trends and
historical and statistical lag analysis, among other factors. The assumptions
for making such estimates and establishing liabilities are continually reviewed
and updated, and any adjustments resulting therein are reflected in current
period earnings. These estimates may differ from actual results, which could be
material to our consolidated financial statements. The difference between the
estimated liability and the related actual settlement of claims is recognized in
the period the claims are settled.
If it is determined that our assumptions in estimating such liabilities are
significantly different than actual results, our results of operations and
financial position could be impacted in future periods. Adjustments of prior
period estimates may result in additional medical care expense or a reduction of
medical care expense in the period an adjustment is made. Further, due to the
considerable variability of healthcare costs, adjustments to claim liabilities
occur each period and may be significant as compared to the net income (loss)
recorded in that period.
The estimate of medical costs payable represents our best estimate of our
liability for unpaid medical costs.
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Impairment of Long-Lived Assets
Amortizable intangible assets include health plan contracts, trade names,
provider networks, developed software, physician rosters and noncompete
enforcement agreements. Amortization expense is computed using the straight-line
method over the estimated useful life of these assets. We consider the period of
expected cash flows and related underlying data used to measure the fair value
of the intangible assets (or the length of time for a noncompete agreement) when
selecting a useful life.
Intangible assets are subject to impairment tests when events or circumstances
indicate that the carrying value of the asset, or related group of assets, may
not be recoverable. In such circumstances, we compare the carrying value of an
amortizable intangible asset to the estimated future undiscounted cash flows
generated by the asset or asset group. The estimated future undiscounted cash
flows are calculated using the lowest level of identifiable cash flows that are
largely independent of the cash flows of other assets and liabilities.
The impairment tests are based on financial projections prepared by us that
incorporate anticipated results from programs and initiatives being implemented.
If projections are not met, or if negative trends occur that impact the outlook,
the value of the intangible assets may be impaired.
values of tangible and identifiable intangible assets acquired. We test goodwill
for impairment annually and on an interim basis if an event occurs or if
circumstances change that would indicate the carrying amount may not be
recoverable. When testing goodwill for impairment, we may first assess
qualitative factors to determine if it is more likely than not that the carrying
value of a reporting unit exceeds its estimated fair value. If the qualitative
assessment indicates that it is more likely than not that the carrying value of
a reporting unit exceeds its estimated fair value, we perform the quantitative
assessment. In the quantitative assessment, an estimate of the fair value of the
reporting unit is determined primarily by an income approach, utilizing
discounted cash flows and a market approach which considers comparable public
companies and related transactions.
Due to the continued deterioration in the performance of our reporting unit, in
the fourth quarter of 2019, we initiated a process to evaluate strategic
alternatives for our
all or substantially all of such operations. We therefore performed an
assessment of the long-lived assets in the
impairment and determined that the carrying value of certain of those assets was
not recoverable. Accordingly, we wrote-down such assets to fair value, resulting
in the recognition of a
statements of operations for the year ended
operations, including the impairment charge, are presented as discontinued
operations.
The determination of the fair value of intangible assets and goodwill involves
significant judgment. This judgment is based on our analysis and estimates of
fair value of intangible assets and goodwill, future operating results and
resulting cash flows, and the period over which we will hold each asset. Our
ability to accurately predict future operating results and resulting cash flows,
and estimate fair values, impacts the timing and recognition of impairments.
While we believe our assumptions are reasonable, changes in these assumptions
may have a material impact on our consolidated financial statements.
Stock-based Compensation
Stock-based compensation cost is measured at grant date, based on the fair value
of the award, and is recognized (i) on a straight-line basis over the requisite
service period for awards subject only to service-based vesting conditions or
(ii) upon the achievement of the underlying performance condition for awards
subject to such conditions. We determine the fair value of stock-based option
awards subject to a service condition on the date of grant using the
Black-Scholes option pricing model, unless the awards are also subject to a
market condition, in which case we use a Monte Carlo simulation valuation model.
Assumptions for volatility, expected option life and risk free interest rate are
used in our models.
Certain of our arrangements provided for the vesting of share-based awards to
third parties at the time of an initial public offering or sale of a controlling
interest ("Change of Control Event"). Such share-based instruments granted to
third parties are accounted for as non-employee awards for which compensation
cost is recognized upon
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the achievement of the underlying performance condition of a Change of Control
Event. As the instruments were liability-classified, the amount of shares
ultimately issued and related compensation cost were measured at the vesting
date in
consummated. Upon our initial public offering, we recognized stock-based
compensation cost relating to these share-based instruments of
Recent Accounting Pronouncements
See Note 2 to the Consolidated Financial Statements for the impact of new
accounting standards.
IGI Reports Fourth Quarter and Full Year 2021 Condensed and Unaudited Financial Results
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