UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer |
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Accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES
At October 22, 2021, there were
agilon health, inc.
INDEX
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PART I. FINANCIAL INFORMATION |
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Item 1. |
Unaudited Financial Statements: |
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Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 |
3 |
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4 |
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5 |
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7 |
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8 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
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Item 3. |
37 |
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Item 4. |
37 |
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Item 1. |
38 |
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Item 1A. |
38 |
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Item 2. |
38 |
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Item 6. |
39 |
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40 |
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2
agilon health, inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
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September 30, |
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December 31, |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash and equivalents |
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Receivables, net |
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Prepaid expenses and other current assets, net |
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Current assets held for sale and discontinued operations, net |
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— |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Other assets, net |
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Total assets |
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$ |
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$ |
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LIABILITIES, CONTINGENTLY REDEEMABLE COMMON STOCK |
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Current liabilities: |
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Medical claims and related payables |
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$ |
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$ |
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Accounts payable and accrued expenses |
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Current portion of long-term debt |
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Current liabilities held for sale and discontinued operations |
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— |
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Total current liabilities |
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Long-term debt, net of current portion |
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Other liabilities |
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Total liabilities |
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Mezzanine equity: |
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Contingently redeemable common stock, $ |
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— |
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Stockholders' equity (deficit): |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Total agilon health, inc. stockholders' equity (deficit) |
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( |
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Noncontrolling interests |
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— |
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Total stockholders’ equity (deficit) |
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( |
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Total liabilities, contingently redeemable common stock and stockholders’ |
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$ |
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$ |
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The condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”) as agilon health, inc., together with its consolidated subsidiaries and variable interest entities (the “Company”), is the primary beneficiary of these VIEs. The condensed consolidated balance sheets include total assets that can only be used to settle obligations of the Company’s consolidated VIEs totaling $
See accompanying Notes to the Condensed Consolidated Financial Statements.
3
agilon health, inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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2021 |
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2020 |
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2021 |
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2020 |
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Revenues: |
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Medical services revenue |
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$ |
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$ |
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$ |
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$ |
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Other operating revenue |
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Total revenues |
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Expenses: |
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Medical services expense |
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Other medical expenses |
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General and administrative |
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Stock-based compensation expense |
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Depreciation and amortization |
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Total expenses |
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Income (loss) from operations |
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Other income (expense): |
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Other income (expense), net |
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Interest expense |
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( |
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( |
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( |
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Income (loss) before income taxes |
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( |
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( |
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Income tax benefit (expense) |
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( |
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( |
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( |
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( |
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Income (loss) from continuing operations |
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Discontinued operations: |
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Income (loss) before income taxes |
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Income tax benefit (expense) |
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Total discontinued operations |
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( |
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Net income (loss) |
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( |
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Noncontrolling interests’ share in (earnings) loss |
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Net income (loss) attributable to common shares |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Net income (loss) per common share, basic and diluted |
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Continuing operations |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Discontinued operations |
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$ |
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$ |
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$ |
( |
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$ |
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Weighted average shares outstanding, basic and diluted |
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See accompanying Notes to the Condensed Consolidated Financial Statements.
4
agilon health, inc.
CONDENSED CONSOLIDATED STATEMENTS OF CONTINGENTLY REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands)
(unaudited)
For the three months ended September 30, 2021:
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Total Stockholders’ Equity |
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Common Stock |
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Additional |
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Accumulated |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Capital |
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Deficit |
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Interest |
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(Deficit) |
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July 1, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income (loss) |
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— |
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— |
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— |
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( |
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( |
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Offering costs in connection |
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— |
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— |
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— |
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— |
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Exercise of stock options |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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September 30, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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For the nine months ended September 30, 2021:
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Contingently |
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Total Stockholders’ Equity |
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Common Stock |
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Additional |
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Accumulated |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Interest |
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(Deficit) |
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January 1, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Net income (loss) |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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Reclassification of contingently |
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( |
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( |
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— |
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— |
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Issuance of common stock in |
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— |
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— |
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— |
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— |
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Issuance of common stock under |
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— |
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— |
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— |
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— |
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Exercise of stock options |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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September 30, 2021 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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5
agilon health, inc.
CONDENSED CONSOLIDATED STATEMENTS OF CONTINGENTLY REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands)
(unaudited)
For the three months ended September 30, 2020:
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Contingently Redeemable |
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Total Stockholders’ Equity |
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Common Stock |
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Additional |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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(Deficit) |
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July 1, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Net income (loss) |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Issuance of common stock, net |
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— |
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— |
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— |
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Repurchase of common stock |
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— |
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— |
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( |
) |
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( |
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( |
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— |
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( |
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Exercise of stock options and other, net |
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— |
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— |
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— |
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Settlement of stock-based liabilities |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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September 30, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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For the nine months ended September 30, 2020:
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Contingently Redeemable |
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Total Stockholders’ Equity |
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Common Stock |
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Additional |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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(Deficit) |
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January 1, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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Net income (loss) |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Issuance of contingently |
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— |
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— |
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( |
) |
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— |
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( |
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Issuance of common stock, net |
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— |
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— |
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— |
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Repurchase of common stock |
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— |
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— |
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( |
) |
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( |
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( |
) |
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— |
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( |
) |
Exercise of stock options and other, net |
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— |
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— |
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