Item 7.01 Regulation FD Disclosure.
agilon health, inc. (the "Company", "we," "our," and "us") will participate in
meetings with the investment community in conjunction with the 40th Annual
? Management expects to reaffirm previously issued guidance for 2022 membership of over 340,000 total members live on the agilon platform, including over 260,000 Medicare Advantage members and 80,000-85,000Direct Contracting attributed beneficiaries. ? Management expects the Company to generate positive Adjusted EBITDA in 2022.
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 expense, (v) geography entry costs, (vi) share-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.
We believe Adjusted EBITDA helps 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 Adjusted EBITDA provides useful information about our operating results, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to key metrics we use for financial and operational decision-making. We believe 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 Adjusted EBITDA or similarly titled non-GAAP measures differently from the way we calculate this metric. As a result, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, limiting their usefulness as comparative measures.
Forward-Looking Statements
Statements in this report that are not historical facts are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements include, among other things, statements regarding our
intent, belief or expectation as identified by the use of words such as "may,"
"will," "project," "expect," "believe," "intend," "anticipate," "seek,"
"target," "forecast," "plan," "potential," "estimate," "could," "would,"
"should," and other comparable and derivative terms or the negatives thereof.
Examples of forward-looking statements include, among other things, statements
regarding total and average membership, Adjusted EBITDA, and other financial
projections and assumptions. Forward-looking statements reflect our current
expectations and views about future events and are subject to risks and
uncertainties that could significantly affect our future financial condition and
results of operations. While forward-looking statements reflect our good faith
belief and assumptions that we believe to be reasonable based upon current
information, we can give no assurance that our expectations or forecasts will be
attained. Further, we cannot guarantee the accuracy of any such forward-looking
statement contained in this release, and such forward-looking statements are
subject to known and unknown risks and uncertainties that are difficult to
predict. These risks and uncertainties that could cause actual results and
outcomes to differ from those reflected in forward-looking statements include,
but are not limited to: our history of net losses, and our ability to achieve or
maintain profitability in an environment of increasing expenses; our ability to
identify and develop successful new geographies, physician partners and payors,
or to execute upon our growth initiatives; our ability to execute our operation
strategies or to achieve results consistent with our historical performance; our
expectation that our expenses will increase in the future and the risk that
medical expenses incurred on behalf of members may exceed the amount of medical
revenues we receive; our ability to secure contracts with Medicare Advantage
payors or to secure Medicare Advantage at favorable financial terms; our ability
to recover startup costs incurred during the initial stages of development of
our physician partner relationships and program initiatives; significant
reductions in our membership; challenges for our physician partners in the
transition to a Total Care Model; inaccuracies in the estimates and assumptions
we use to project the size, revenue or medical expense amounts of our target
market; the spread of, and response to, the novel coronavirus, or COVID-19, and
the inability to predict the ultimate impact on us; security breaches, loss of
data or other disruptions to our data platforms; the impact of devoting
significant attention and resources to the provision of certain transition
services in connection with the disposition of our
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total revenue; statutory or regulatory changes, administrative rulings, interpretations of policy and determinations by intermediaries and governmental funding restrictions, and their impact on government funding, program coverage and reimbursements; regulatory proposals directed at containing or lowering the cost of healthcare and our participation in such proposed models; the impact on our revenue of CMS modifying the methodology used to determine the revenue associated with MA members; our substantial indebtedness and the potential that we may incur additional indebtedness; and risks related to other factors discussed under "Risk Factors" in our Registration Statement on Form S-1. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.
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