AGILON HEALTH, INC., 10-K filed on 3/1/2023
Annual Report
v3.22.4
Document and Entity Information - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2022
Feb. 24, 2023
Jun. 30, 2022
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2022    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Entity Registrant Name agilon health, inc.    
Trading Symbol AGL    
Entity Central Index Key 0001831097    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Interactive Data Current Yes    
Current Fiscal Year End Date --12-31    
Entity Filer Category Large Accelerated Filer    
Entity Well-known Seasoned Issuer Yes    
Entity Public Float     $ 4.5
Entity Common Stock, Shares Outstanding   413,118,724  
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Small Business false    
Entity Emerging Growth Company false    
Title of 12(b) Security Common stock, $0.01 par value    
Security Exchange Name NYSE    
Entity File Number 001-40332    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 37-1915147    
Entity Address, Address Line One 6210 E Hwy 290    
Entity Address, Address Line Two Suite 450    
Entity Address, City or Town Austin    
Entity Address, State or Province TX    
Entity Address, Postal Zip Code 78723    
City Area Code 562    
Local Phone Number 256-3800    
Document Annual Report true    
Document Transition Report false    
Auditor Firm ID 42    
Auditor Name Ernst & Young LLP    
Auditor Location Los Angeles, California    
Documents Incorporated by Reference

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the registrant’s 2023 Annual Meeting of Stockholders have been incorporated by reference into Part III of this Report.

    
v3.22.4
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 497,070 $ 1,040,039
Restricted cash and equivalents 10,610 14,781
Marketable securities 411,901 0
Receivables, net 497,574 293,407
Prepaid expenses and other current assets, net 34,119 18,968
Total current assets 1,451,274 1,367,195
Property and equipment, net 20,050 9,161
Intangible assets, net 67,680 55,398
Goodwill 41,540 41,540
Other assets, net 116,924 112,958
Total assets 1,697,468 1,586,252
Current liabilities:    
Medical claims and related payables 346,727 239,014
Accounts payable and accrued expenses 183,364 112,946
Current portion of long-term debt 5,000 5,000
Total current liabilities 535,091 356,960
Long-term debt, net of current portion 38,482 43,401
Other liabilities 83,286 94,295
Total liabilities 656,859 494,656
Commitments and contingencies
Stockholders' equity (deficit):    
Common stock, $0.01 par value: 2,000,000 shares authorized; 412,385 and 400,095 shares issued and outstanding, respectively 4,124 4,001
Additional paid-in capital 2,106,886 2,045,572
Accumulated deficit (1,064,230) (957,677)
Accumulated other comprehensive income (loss) (5,560) 0
Total agilon health, inc. stockholders' equity (deficit) 1,041,220 1,091,896
Noncontrolling interests (611) (300)
Total stockholders’ equity (deficit) 1,040,609 1,091,596
Total liabilities and stockholders' equity (deficit) $ 1,697,468 $ 1,586,252
v3.22.4
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Common Stock, Par or Stated Value Per Share $ 0.01 $ 0.01
Common Stock, Shares Authorized 2,000,000,000 2,000,000,000
Common Stock, Shares, Issued 412,385,000 400,095,000
Common Stock, Shares, Outstanding 412,385,000 400,095,000
Assets $ 1,697,468 $ 1,586,252
Liabilities 656,859 494,656
Variable Interest Entity, Primary Beneficiary [Member]    
Assets 703,300 420,500
Liabilities $ 462,400 $ 282,000
v3.22.4
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Revenues:      
Total revenues $ 2,708,211 $ 1,833,559 $ 1,218,333
Expenses:      
Medical services expense 2,399,798 1,647,659 1,021,877
Other medical expenses 196,127 109,487 102,306
General and administrative 218,945 455,821 137,292
Depreciation and amortization 13,772 14,544 13,531
Total expenses 2,828,642 2,227,511 1,275,006
Income (loss) from operations (120,431) (393,952) (56,673)
Other income (expense):      
Other income (expense), net 24,725 (4,500) 2,465
Gain (loss) on lease terminations (5,458) 0 0
Interest expense (4,525) (6,146) (8,135)
Income (loss) before income taxes (105,689) (404,598) (62,343)
Income tax benefit (expense) (1,640) (886) (865)
Income (loss) from continuing operations (107,329) (405,484) (63,208)
Discontinued operations:      
Income (loss) before impairments, gain (loss) on sales and income taxes 491 (3,463) (20,049)
Gain (loss) on sales of assets, net 0 473 20,401
Income tax benefit (expense) (26) 1,687 2,804
Total discontinued operations 465 (1,303) 3,156
Net income (loss) (106,864) (406,787) (60,052)
Noncontrolling interests' share in (earnings) loss 311 300 0
Net income (loss) attributable to common shares $ (106,553) $ (406,487) $ (60,052)
Net income (loss) per common share, basic and diluted      
Net income (loss) per common share from continuing operations basic and diluted $ (0.26) $ (1.09) $ (0.20)
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share 0 0 0.01
Income (Loss) from Continuing Operations, Per Diluted Share (0.26) (1.09) (0.20)
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share $ 0 $ 0 $ 0.01
Weighted Average Number of Shares Outstanding, Basic 408,154 372,931 323,462
Weighted Average Number of Shares Outstanding, Diluted 408,154 372,931 323,462
Medical Services Revenue      
Revenues:      
Total revenues $ 2,704,396 $ 1,829,735 $ 1,214,270
Other Operating Revenue      
Revenues:      
Total revenues $ 3,815 $ 3,824 $ 4,063
v3.22.4
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Apr. 30, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]        
General And Administrative Including Non Cash Stock-based Compensation Expense $ 2,600 $ 28,381 $ 292,394 $ 6,472
v3.22.4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Comprehensive Income [Abstract]      
Net income (loss) $ (106,864) $ (406,787) $ (60,052)
Other comprehensive income (loss):      
Net unrealized gain (loss) on marketable debt securities, net of tax (5,560) 0 0
Total comprehensive income (loss) (112,424) (406,787) (60,052)
Comprehensive (income) loss attributable to noncontrolling interests 311 300 0
Total comprehensive income (loss) attributable to agilon health, inc. $ (112,113) $ (406,487) $ (60,052)
v3.22.4
CONSOLIDATED STATEMENTS OF CONTINGENTLY REDEEMABLE COMMON STOCK AND STOCKHOLDERS EQUITY - USD ($)
$ in Thousands
Total
Contingently Redeemable Common Stock
Contingently Redeemable Common Stock
IPO
Common Stock
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Income (loss)
Noncontrolling Interest
Beginning balance at Dec. 31, 2019 $ (232,028)     $ 2,467 $ 256,643 $ (491,138)    
Beginning balance, shares at Dec. 31, 2019       246,743,000        
Contingently Redeemable Common Stock, Beginning balance, shares at Dec. 31, 2019   69,860,000            
Contingently Redeemable Common Stock, Beginning balance at Dec. 31, 2019   $ 281,000            
Net income (loss) $ (60,052)         (60,052)    
Issuance of common stock, shares 1,200,000     1,235,000        
Issuance of contingently redeemable common stock $ (460) $ 28,500     (460)      
Issuance of contingently redeemable common stock, shares   6,341,000            
Issuance of common stock 5,550     $ 13 5,537      
Settlement of stock-based liabilities 1,500     $ 3 1,497      
Settlement of stock-based liabilities, Shares       334,000        
Repurchase of common stock $ (6,742)     $ (15) (6,727)      
Repurchase of common stock, shares (1,500,000)     (1,500,000)        
Exercises and vesting of stock-based awards $ 814     $ 26 788      
Exercises and vesting of stock-based awards, Shares       2,562,000        
Stock-based compensation expense 6,688       6,688      
Contingently Redeemable Common Stock, Ending balance, shares at Dec. 31, 2020   76,201,000            
Contingently Redeemable Common Stock, Ending balance at Dec. 31, 2020   $ 309,500            
Ending balance at Dec. 31, 2020 (284,730)     $ 2,494 263,966 (551,190)    
Ending balance, shares at Dec. 31, 2020       249,374,000        
Net income (loss) (406,787)         (406,487)   $ (300)
Reclassification of contingently redeemable common stock in connection with IPO, shares     (76,201,000) 76,201,000        
Reclassification of contingently redeemable common stock in connection with IPO, value 309,500   $ (309,500) $ 762 308,738      
Issuance of common stock, shares       53,590,000        
Issuance of common stock, value 1,163,133     $ 536 1,162,597      
Issuance of common stock under partner physician group equity agreements upon IPO, shares       11,672,000        
Issuance of common stock under partner physician group equity agreements upon IPO, value 268,467     $ 117 268,350      
Exercises and vesting of stock-based awards 18,086     $ 92 17,994      
Exercises and vesting of stock-based awards, Shares       9,258,000        
Stock-based compensation expense 23,927       23,927      
Ending balance at Dec. 31, 2021 $ 1,091,596     $ 4,001 2,045,572 (957,677)   (300)
Ending balance, shares at Dec. 31, 2021 400,095,000     400,095,000        
Net income (loss) $ (106,864)         (106,553)   (311)
Other comprehensive income (loss) (5,560)           $ (5,560)  
Shares withheld related to net share settlement, shares       (37,000)        
Shares withheld related to net share settlement, amount (831)       (831)      
Exercises and vesting of stock-based awards 33,887     $ 119 33,768      
Vesting of restricted stock units, shares       404,000        
Vesting of restricted stock units, amount       $ 4 (4)      
Exercises and vesting of stock-based awards, Shares       11,923,000        
Stock-based compensation expense 28,381       28,381      
Contingently Redeemable Common Stock, Ending balance, shares at Dec. 31, 2022   0            
Contingently Redeemable Common Stock, Ending balance at Dec. 31, 2022   $ 0            
Ending balance at Dec. 31, 2022 $ 1,040,609     $ 4,124 $ 2,106,886 $ (1,064,230) $ (5,560) $ (611)
Ending balance, shares at Dec. 31, 2022 412,385,000     412,385,000        
v3.22.4
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Cash flows from operating activities:      
Net income (loss) $ (106,864) $ (406,787) $ (60,052)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 13,772 14,670 14,099
Stock-based compensation expense 28,381 292,394 6,688
Loss on debt extinguishment 0 1,590 0
Loss (income) from equity method investments (10,720) 6,766 (514)
Deferred income taxes and uncertain tax positions 532 (3,231) (2,809)
Release of indemnification assets 553 1,705 3,475
(Gain) loss on sale of assets, net 0 473 20,401
Distributions of earnings from equity method investments 0 174 0
Other non-cash items 2,973 58 (162)
Changes in operating assets and liabilities:      
Receivables, net (204,167) (149,041) (59,381)
Prepaid expense and other current assets (16,620) (3,916) (5,085)
Other assets (205) 3,931 (1,977)
Medical claims and related payables 107,713 76,339 42,383
Accounts payable and accrued expenses 65,736 19,360 24,922
Other liabilities (11,892) (1,698) 5,610
Net cash provided by (used in) operating activities (130,808) (148,159) (53,204)
Cash flows from investing activities:      
Purchase of property and equipment, net (15,426) (6,564) (1,775)
Purchase of intangible assets, net (17,235) (6,862) (575)
Investments in loans receivable and other (6,510) (82,831) (3,847)
Investments in marketable securities (458,265) 0 0
Proceeds from maturities and sales of marketable securities and other 52,548 7,095 2,058
Proceeds from sale of business and property, net of cash divested 500 (1,344) 26,205
Net cash provided by (used in) investing activities (444,388) (90,506) 22,066
Cash flows from financing activities:      
Proceeds from initial public offering 0 1,170,942 0
Proceeds from equity issuances, net 33,056 18,086 34,404
Repurchase of shares, net 0 0 (6,742)
Proceeds from the issuance of long-term debt 0 100,000 0
Repayments of long-term borrowings and other (5,000) (119,899) (3,041)
Equity and debt issuance costs and other 0 (14,739) 0
Net cash provided by (used in) financing activities 28,056 1,154,390 24,621
Net increase (decrease) in cash, cash equivalents and restricted cash and equivalents (547,140) 915,725 (6,517)
Cash, cash equivalents and restricted cash and equivalents from continuing operations, beginning of year 1,054,820 135,178 139,152
Cash, cash equivalents and restricted cash and equivalents from discontinued operations, beginning of year 0 3,917 6,460
Cash, cash equivalents and restricted cash and equivalents, beginning of year 1,054,820 139,095 145,612
Cash, cash equivalents and restricted cash and equivalents from continuing operations, end of year 507,680 1,054,820 135,178
Cash, cash equivalents and restricted cash and equivalents from discontinued operations, end of year 0 0 3,917
Cash, cash equivalents and restricted cash and equivalents, end of year $ 507,680 $ 1,054,820 $ 139,095
v3.22.4
Business
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Business

NOTE 1. Business

Description of Business

agilon health, inc., together with its consolidated subsidiaries and variable interest entities (the “Company”), through its purpose-built model provides the necessary capabilities, capital, and business model for existing physician groups to create a Medicare-centric, globally capitated line of business. The Company also operates an independent practice association (“IPA”) in Hawaii. As of December 31, 2022, the Company, through its contracted physician networks, provided care to approximately 269,500 Medicare Advantage ("MA") members enrolled with private health plans in eight states. agilon health, inc. was incorporated in the state of Delaware in April 2017.

The following provides information regarding the Company’s recent strategic partnerships to deliver healthcare services:

•
During 2020, the Company entered into a strategic partnership to further expand its operations beginning April 1, 2020 into Wilmington, North Carolina. Additionally, during 2020, the Company entered into strategic partnerships to further expand its operations beginning January 1, 2021 into: (i) Buffalo, New York; (ii) Toledo, Ohio; and (iii) Hartford, Connecticut. In December 2020, the Company entered into a strategic partnership to further expand its operations beginning January 1, 2022 into Syracuse, New York.
•
During 2021, the Company entered into strategic partnerships to further expand its operations beginning January 1, 2022 into: (i) Grand Rapids and Traverse City, Michigan; (ii) Pinehurst, North Carolina; and (iii) Longview and Texarkana, Texas, along with additional partnerships in the Company’s existing Ohio and Texas markets.
•
On April 1, 2021, the Company, in collaboration with seven of its physician group partners, launched five Direct Contracting Entities (“DCE”) that are participating in the Center for Medicare & Medicaid Innovation’s (“CMMI”) Direct Contracting Model.
•
Beginning January 1, 2022, the Company also began operating three additional DCEs, in collaboration with five of its physician group partners, which is being redesigned and renamed the Accountable Care Organization Realizing Equity, Access, and Community Health (“ACO REACH”) Model beginning in 2023.
•
During 2022, the Company entered into strategic partnerships to further expand its operations beginning January 1, 2023 into: (i) Portland, Maine; (ii) St. Paul, Minnesota; (iii) Charleston, South Carolina; and (iv) Jackson, Tennessee, along with additional partnerships in the Company’s existing North Carolina, Michigan and Texas markets.

See Note 18 for additional discussions related to the Company’s involvement with variable interest entities.

The Company’s largest shareholder is an investment fund associated with Clayton Dubilier & Rice, LLC (“CD&R”), a private equity firm headquartered in New York, New York. All funds affiliated with CD&R are considered related parties.

Initial Public Offering

On April 19, 2021, the Company completed its initial public offering ("IPO") in which it issued and sold an aggregate 53.6 million shares of common stock at $23.00 per share. The Company received net proceeds of approximately $1.2 billion after deducting underwriting discounts and commissions and before deducting offering costs of $7.8 million.

Upon the completion of the IPO, the Company issued 11.7 million shares of common stock under partner physician group equity agreements and recognized stock-based compensation expense of $268.5 million in April 2021. Additionally, as of December 31, 2021, the Company provided $76.8 million, net in financing to physician

partner groups in connection with taxes payable on shares distributed to them upon completion of the IPO. Such amounts are included in other assets, net in the consolidated balance sheets. See Note 8.

The Company also recognized $2.6 million of expense related to stock options that vested upon the completion of the IPO in 2021 and $3.7 million of expense related to a severance payment to its former chief executive officer contingent upon the completion of the IPO.

In connection with the IPO, the Company’s Board of Directors approved the agilon health, inc. 2021 Omnibus Equity Incentive Plan. The equity awards approved by the compensation committee for grants to employees in connection with the completion of the IPO represent 1.9 million shares of common stock issuable upon the exercise or vesting of such awards.

In connection with the completion of the IPO, the Company’s management agreement with CD&R was terminated as of April 16, 2021. The Company was not charged a fee in connection with the termination of this agreement.
v3.22.4
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

NOTE 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The consolidated financial statements include the accounts of agilon health, inc., its wholly-owned subsidiaries and VIEs that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated in consolidation.

The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity that has any of the following three characteristics:

i.
the equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support;
ii.
substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights; or
iii.
the equity investors as a group lack any of the following:
•
the power through voting or similar rights to direct the activities of the entity that most significantly impact the entity’s economic performance;
•
the obligation to absorb the expected losses of the entity; or
•
the right to receive the expected residual returns of the entity.

The Company reassesses the designation of an entity as a VIE upon certain events, including, but not limited to:

i.
a change to the terms or in the ability of a party to exercise its kick-out rights;
ii.
a change in the capital structure of the entity; or
iii.
acquisitions or sales of interests that constitute a change of control.

The Company is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continuously assesses whether

it is (or is not) the primary beneficiary of a VIE. That assessment involves the consideration of various factors, including, but not limited to, the form of the Company’s ownership interest, its representation on the VIE’s governing body, the size and seniority of its investment, its ability and the rights of other variable interest holders to participate in policy making decisions, its ability to manage its ownership interest relative to the other variable interest holders, and its ability to liquidate the entity.

Use of Estimates

Management is required to make estimates and assumptions in the preparation of financial statements. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates can include, among other things, those used to determine revenues and related receivables from risk adjustment, medical services expense and related payables (including the reserve for incurred but not reported (“IBNR”) claims), and the valuation and related recognition of impairments of long-lived assets, including goodwill. Management’s estimates for revenue recognition, medical services expense and other estimates, judgments, and assumptions may be materially and adversely different from actual results. These estimates are based on knowledge of current events and anticipated future events, and accordingly, actual results may ultimately differ materially from those estimates.

Revenue Recognition and Receivables

Medical Services Revenue

Medical services revenue consists of capitation fees under contracts with various Medicare Advantage payors (“payors”). Under the typical capitation arrangement, the Company is entitled to monthly per-member, per-month (“PMPM”) fees to provide a defined range of healthcare services for Medicare Advantage health plan members (“members”) attributed to the Company’s contracted primary care physicians. PMPM fees are determined as a percent of the premium payors receive from the Centers for Medicare & Medicaid Services’ (“CMS”) for these members. The Company generally accepts full financial risk for members attributed to its contracted primary care physicians and therefore is responsible for the cost of all healthcare services required by those members. Fees are recorded gross in revenue because the Company is acting as a principal in coordinating and controlling the range of services provided (other than clinical decisions) under its capitation contracts with payors. Capitation contracts with payors are generally multi-year arrangements and have a single performance obligation that constitutes a series, as defined by Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers (“ASC 606”), to stand ready on a monthly basis to provide all aspects of necessary medical care to members for the contracted period. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term.

The transaction price for the Company’s capitation contracts is variable, as the PMPM fees to which the Company is 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. The Company and healthcare providers collect and submit the necessary and available diagnosis data to payors and such data is utilized by the Company 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 the Company’s contracts with payors. The Company recognizes 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.

Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers.

Receivables

Receivables primarily consist of amounts due under capitation contracts with various payors. Receivables due under capitation contracts are recorded monthly based on reports received from payors and management’s estimate of risk adjustment payments to be received in subsequent periods for open performance years. Receivables are recorded at the amount expected to be collected.

Medical Services Expenses and Related Payables

Medical Services Expense

Medical services expense represents costs incurred for medical services provided to members by physicians, hospitals and other ancillary providers for which the Company is financially responsible and that are paid either directly by the Company or by payors with whom the Company has contracted. Medical services expenses are recognized in the period in which services are provided and include estimates of claims that have been incurred but have either not yet been received, processed, or paid and as such, not reported.

Such estimates are developed using actuarial methods commonly used by health insurance actuaries that include a number of factors and assumptions including medical service utilization trends, changes in membership, observed medical cost trends, historical claim payment patterns and other factors. Generally, for the most recent months, the Company estimates claim costs incurred by applying observed medical cost trend factors to the average PMPM medical costs incurred in prior months for which more complete claims data are available.

Each period, the Company re-examines previously established medical claims payable estimates based on actual claim submissions and other changes in facts and circumstances. As more complete claims information becomes available, the Company adjusts its estimates and recognizes those changes in estimates in the period in which the change is identified. The difference between the estimated liability and the actual settlements of claims is recognized in the period the claims are settled. The Company’s medical claims payable balance represents management’s best estimate of its liability for unpaid medical costs as of December 31, 2022 and 2021. The Company uses judgment to determine the appropriate assumptions for developing the required estimates.

The Company assesses the profitability of its managed care capitation arrangement to identify contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future revenues, a premium deficiency reserve is recognized. Premium deficiency reserves as of December 31, 2022 and 2021 were immaterial.

Other Medical Expenses

Other medical expenses include: (i) partner physician compensation expense and (ii) other provider costs. Partner physician compensation expense relates to surplus sharing obligations to the Company’s physician partners. Other provider costs include payments for additional compensation to support physician-patient engagement and other care management expenses.

Goodwill and Amortizable Intangible Assets

Goodwill represents the excess purchase price consideration over the estimated fair value of net assets acquired in a business combination. The Company tests goodwill for impairment annually in the fourth quarter, and on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company first assesses qualitative factors to determine whether it is more likely than not that the carrying value of a reporting unit exceeds its fair value. Qualitative analysis involves assessing situations and developments that could affect key drivers used to evaluate whether the value of goodwill is impaired. The Company’s procedures include assessing its financial performance, macroeconomic conditions, industry and market considerations, various asset-specific factors, and entity-specific events. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing.

In the quantitative assessment, the fair value of the reporting unit is determined primarily by an income approach, utilizing discounted cash flows and a market approach looking at comparable companies and related transactions. An impairment is recognized only to the extent that the carrying value of a reporting unit exceeds its fair value. If the fair value exceeds the carrying amount, goodwill is not considered impaired.

Amortizable intangible assets primarily relate to health plan contracts, trade names, provider networks and noncompete enforcement agreements. Amortizable intangible assets are amortized using the straight-line method over the useful life of these assets, generally between two and 30 years. The Company considers 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.

Amortizable intangible assets are subject to impairment tests when events or circumstances indicate that the carrying value of the asset, or related asset group, may not be recoverable. The Company compares the carrying value of an amortizable intangible asset (or asset group) to the future undiscounted cash flows generated by the asset (or asset group). The expected 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. When the carrying value of an intangible asset (or asset group) exceeds its expected future undiscounted cash flows, an impairment charge is recognized to the extent that the carrying value of the asset (or asset group) exceeds its fair value.

The impairment tests are based on financial projections prepared by management 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 intangible assets may be impaired.

Cash, Cash Equivalents, and Restricted Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid financial instruments with maturities of three months or less when purchased, which includes investments in short-term money market funds. The Company maintains its cash on hand in bank deposit accounts which, at times, may exceed federally insured limits. Restricted cash and equivalents primarily consist of amounts used as collateral to secure letters of credit which the Company is required to maintain pursuant to contracts with payors. Such amounts are generally maintained in certificates of deposit to satisfy these obligations and are presented as restricted cash equivalents in the consolidated balance sheets. As of December 31, 2022 and 2021, certificates of deposit totaled $8.2 million and $9.8 million, respectively.

Marketable Securities

The Company's investments in marketable debt securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in total stockholders' equity (deficit). The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. In general, the Company’s marketable securities are classified as current assets without regard to the securities’ contractual maturity dates because they may be readily liquidated.

Interest income, premium accretion/discount amortization, realized gains and losses on sales of securities, and other-than-temporary declines in the fair value of marketable securities, if any, are included as a component of other income (expense), net in the consolidated statements of operations. The cost of securities sold is based on the specific identification method.

At each reporting period, the Company evaluates available-for-sale marketable securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. The Company evaluates the underlying credit quality and credit ratings of the issuers, and, if necessary, the expected cash flows of the financial instruments. When the Company determines that the decline in fair value of an investment is below the carrying value and this decline is other-than-temporary, the Company reduces the carrying value of the marketable security it holds and records a loss for the amount of such decline. As of December 31, 2022, the Company did not record any impairment related to other-than-temporary declines in the fair value of marketable securities. See Note 4 for additional information.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. If acquired through a business combination, property and equipment are recorded at fair value at the date of acquisition. Costs incurred that significantly extend the useful life of the related assets are capitalized, while repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, except for land, which is not depreciated.

The following represents the estimated useful lives for property and equipment:

 

 

 

Years

Computer equipment and software

 

3 – 5

Furniture and fixtures

 

5 – 7

 

Leasehold improvements are depreciated over the shorter of the assets’ estimated useful life or term of the lease.

Leases

The Company determines whether a contract contains a lease based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset that the Company does not own and whether it has the right to direct the use of that identified asset in exchange for consideration. The Company determines whether an arrangement constitutes a lease at inception. Under ASC 842, a practical expedient was offered to lessees to make a policy election, which the Company elected, to not separate lease and non-lease components, but rather account for the combined components as a single lease component. The Company’s operating leases consist primarily of long-term leases for office space. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Most leases include one or more options to renew, with renewal terms that can extend the lease. The exercise of renewal options is at the sole discretion of the Company. ROU assets are recognized as the lease liability, adjusted for initial direct costs incurred and tenant lease incentives received. Lease liabilities are recognized as the present value of the future minimum lease payments at the lease commencement date. Since none of the Company’s leases provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The incremental borrowing rate is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and based on the resulting interest the Company would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments is incurred. Short-term leases (those with terms of 12 months or less) are not recorded as ROU assets or liabilities in the consolidated balance sheets. For short-term leases, the Company recognizes rent expense in the consolidated statements of operations on a straight-line basis over the lease term.

Operating leases are included in other assets, net, accounts payable and accrued expenses, and other liabilities on the Company’s consolidated balance sheets. See Note 6 for additional information.

Issuance Costs

Debt issuance costs related to debt instruments (excluding line of credit arrangements) are deferred, recorded as a reduction of the related debt liability, and amortized to interest expense over the remaining term of the related debt liability utilizing the effective interest method. Debt issuance costs related to line of credit arrangements are deferred, included in other assets, and amortized to interest expense on a straight-line basis over the remaining term of the related line of credit arrangement. Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital.

Contingently Redeemable Common Stock

Prior to the completion of the IPO in April 2021, certain of the Company’s investment agreements with third-party investors could require the Company to repurchase shares in certain limited circumstances. As the redemption feature was outside the control of the Company, the related capital contributions did not qualify as permanent equity and were classified as temporary equity in the mezzanine section of the consolidated balance sheets. Such redemption feature terminated upon the completion of the IPO in April 2021 and accordingly, such common stock was reclassified from temporary equity in the mezzanine section of the consolidated balance sheet to permanent equity.

Net Income (Loss) Per Share

Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shares by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is calculated by including the effect of dilutive securities using the treasury stock method. The treasury stock method assumes a hypothetical issuance of shares to settle stock-based awards, with the assumed proceeds used to purchase common stock at the average market price for the period. Assumed proceeds include the amount the employee must pay upon exercise and the average unrecognized compensation cost. The difference between the number of shares assumed issued and number of shares assumed purchased represents the dilutive shares. Basic net loss per share is the same as diluted net loss per share for the periods presented, as the inclusion of all potential common shares outstanding would have been anti-dilutive.

Stock-based Compensation

Stock-based compensation expense for common stock options is recognized based on the fair value of the award as determined on the grant date using the Black-Scholes option pricing model. Stock-based compensation expense is generally recognized on a straight-line basis over the vesting period. Compensation cost for options that vest based on performance conditions, in addition to the continued service period, is recognized when the related performance condition is deemed to be probable of achievement. The fair value of awards with market conditions are valued using the Monte Carlo simulation model. Forfeitures of stock-based awards are recognized as they occur.

Prior to the IPO, the Company determined the fair value of its shares at the grant dates by considering several objective and subjective factors, including the price paid by investors for common stock, actual and forecasted operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the likelihood of achieving a liquidity event, and transactions involving its common stock. The fair value of the Company’s common stock prior to the IPO was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, Valuation of Privately Held Company Equity Securities Issued as Compensation. See Note 14 for additional information.

Income Taxes

Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The carrying value of the Company’s net deferred tax assets is based on whether it is more likely than not that the Company will

generate sufficient future taxable income to realize the deferred tax assets. A valuation allowance is established for deferred tax assets, which the Company does not believe meet the “more likely than not” threshold. The Company’s judgments regarding future taxable income may change over time due to changes in market conditions, changes in tax laws, tax planning strategies, or other factors. If the Company’s assumptions and, consequently, its estimates, change in the future, the valuation allowance may materially increase or decrease, resulting in a decrease or increase, respectively, in income tax benefit and the related impact on the Company’s reported net income (loss).

The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than likely of being realized and effectively settled. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and that may not accurately forecast actual outcomes. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as additional income taxes.

Fair Value Measurement

The Company’s financial instruments consist of cash and cash equivalents, restricted cash and cash equivalents, marketable securities (see Note 4), receivables, other liabilities, accounts payable, certain accrued expenses, and borrowings which consist of a term loan and a revolving credit facility (see Note 11). The carrying values of the financial instruments classified as current in the consolidated balance sheets approximate their fair values due to their short-term maturities. The Company's cash and cash equivalents are classified within Level 1 of the fair value hierarchy. The Company may be required, from time to time, to measure its loans to physician partner groups in connection with taxes payable on shares distributed to them upon completion of the IPO at fair value on a nonrecurring basis. Such measurements are classified within Level 2 of the fair value hierarchy. The carrying values of the term loan and revolving credit facility are a reasonable estimate of fair value because the interest rates on such borrowings approximate market rates as of the reporting date. Such borrowings are classified within Level 2 of the fair value hierarchy. During the years ended December 31, 2022 and 2021, there were no material transfers of financial assets or liabilities within the fair value hierarchy.

The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

•
Level 1—quoted prices for identical instruments in active markets;
•
Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
•
Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company is responsible for determining fair value, as well as for assigning the appropriate level within the fair value hierarchy, based on the significance of unobservable inputs. The Company reviews methodologies, processes and controls of third-party pricing services and performs ongoing analyses of both prices received from third-party pricing services and those developed internally to determine whether they represent appropriate estimates of fair value.

Segment Reporting

The Company is organized as a single operating and reportable segment based on the manner in which the Chief Executive Officer, who is the chief operating decision maker, evaluates performance and makes decisions about how to allocate resources.

Disposition of California Operations

During 2020, the Company implemented a plan to divest its California operations, which included the entirety of its Medicaid line of business, via three separate transactions with different parties. In August 2020, the Company disposed of its Southern California operations for a gross sales price of $2.5 million and recognized a gain on sale of $1.3 million. In October 2020, the Company disposed of its Fresno, California operations for a gross sales price of $26.0 million and recognized a gain on sale of approximately $19.1 million. In December 2020, the Company signed a definitive agreement to sell its remaining California operations for a gross sales price of $1.0 million. The sale closed in February 2021. The Company’s decision to exit California and the Medicaid line of business represents a strategic shift that will have a major effect on its operations and financial results. As such, the Company’s California operations are reflected in the consolidated financial statements as discontinued operations. See Note 20 for additional information.
v3.22.4
Concentration Credit Risk
 12 Months Ended
Dec. 31, 2022
Risks and Uncertainties [Abstract]  
Concentration Credit Risk

NOTE 3. Concentration of Credit Risk

The Company is economically dependent on maintaining a base of primary care and specialty care physicians as well as capitation contracts with payors. The loss of certain of those contracts could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

The Company contracts with various payors whereby the Company is entitled to monthly PMPM fees to provide a defined range of healthcare services for members attributed to its contracted primary care physicians. The Company generally accepts full financial risk for such members and therefore is responsible for the cost of all healthcare services required by them. Substantially all of the Company’s receivable balances are from a small number of payors.

Revenue from Medicare Advantage payors constitutes substantially all of the Company’s total revenue for the years ended December 31, 2022, 2021, and 2020.

The following table provides the Company’s revenue concentrations with respect to major payors as a percentage of the Company’s total revenues:

 

 

 

Year Ended December 31,

 

 

 

 

2022

 

 

2021

 

 

2020

 

 

Payor A

 

 

25

%

 

 

26

%

 

 

38

%

 

Payor B

 

 

19

%

 

 

20

%

 

 

20

%

 

Payor C

 

 

14

%

 

 

16

%

 

 

11

%

 

Payor D

 

 

10

%

 

 

11

%

 

*

 

 

 

* Less than 10% of total revenues.

The following table provides the Company’s concentrations of credit risk with respect to major payors as a percentage of receivables, net:

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Payor A

 

 

13

%

 

 

18

%

Payor B

 

 

20

%

 

 

21

%

Payor C

 

 

10

%

 

 

14

%

Payor D

 

 

10

%

 

 

12

%

Payor E

 

 

11

%

 

*

 

 

* Less than 10% of total receivables.
v3.22.4
Marketable Securities and Fair Value Measurements
 12 Months Ended
Dec. 31, 2022
Debt Securities [Abstract]  
Marketable Securities and Fair Value Measurements

NOTE 4. Marketable Securities and Fair Value Measurements

Marketable Securities

The following table summarizes the Company’s marketable securities (in thousands):

 

 

December 31, 2022

 

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

$

255,613

 

 

$

60

 

 

$

(3,240

)

 

$

252,433

 

U.S. Treasury notes

 

 

151,873

 

 

 

—

 

 

 

(2,306

)

 

 

149,567

 

Other

 

 

9,975

 

 

 

—

 

 

 

(74

)

 

 

9,901

 

 

 

$

417,461

 

 

$

60

 

 

$

(5,620

)

 

$

411,901

 

For the year ending December 31, 2022, the Company recognized total interest income of $14.5 million, of which $8.1 million was related to its marketable securities investments and $6.4 million was related to interest on cash and cash equivalent balances. At December 31, 2022, substantially all the Company's investment positions were in an unrealized loss position. The Company’s unrealized losses from marketable securities as of December 31, 2022 were caused primarily by interest rate increases. At December 31, 2022, the Company had $407.4 million marketable securities in an unrealized loss position for less than twelve months. The Company does not intend to sell marketable securities that are in an unrealized loss position, and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity. Therefore, the Company believes these losses to be temporary. There was no allowance for credit losses on available-for-sale marketable securities at December 31, 2022.

The following table summarizes the Company’s marketable securities maturity as of December 31, 2022 (in thousands):

Year

 

Amortized Cost

 

 

Fair Value

 

2023

 

$

128,537

 

 

$

127,517

 

2024

 

 

141,385

 

 

 

139,332

 

2025

 

 

147,539

 

 

 

145,052

 

 

 

$

417,461

 

 

$

411,901

 

Fair Value Measurements

The table below summarizes the Company’s financial instruments measured at fair value on a recurring basis (in thousands):

 

 

December 31, 2022

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Marketable securities:

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

$

—

 

 

$

252,433

 

 

$

—

 

U.S. Treasury notes

 

 

149,567

 

 

 

—

 

 

 

—

 

Other

 

 

9,901

 

 

 

—

 

 

 

—

 

 

 

$

159,468

 

 

$

252,433

 

 

$

—

 
v3.22.4
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net

NOTE 5. Property and Equipment, Net

The following table summarizes the Company’s property and equipment (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Computer equipment and software

 

$

25,186

 

 

$

12,769

 

Furniture and fixtures

 

 

2,249

 

 

 

2,889

 

Leasehold improvements

 

 

1,996

 

 

 

1,708

 

 

 

 

29,431

 

 

 

17,366

 

Less: accumulated depreciation

 

 

(9,381

)

 

 

(8,205

)

Property and equipment, net

 

$

20,050

 

 

$

9,161

 

 

For the years ended December 31, 2022, 2021, and 2020, the Company recognized $4.0 million, $2.6 million, and $2.2 million, respectively, in depreciation expense, which is included in depreciation and amortization expense in the consolidated statements of operations.
v3.22.4
Leases
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Leases

NOTE 6. Leases

The Company has operating leases for corporate offices and certain equipment. The following tables provide information regarding the Company’s operating leases for which it is the lessee (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

ROU asset:

 

 

 

 

 

 

Other assets, net

 

$

13,029

 

 

$

11,739

 

Lease liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

3,704

 

 

$

3,307

 

Other liabilities

 

 

9,885

 

 

 

7,904

 

Total operating lease liabilities

 

$

13,589

 

 

$

11,211

 

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Operating lease costs

 

$

5,106

 

 

$

4,832

 

 

$

4,152

 

Short-term lease costs

 

 

—

 

 

 

—

 

 

 

29

 

Variable lease costs

 

 

1,044

 

 

 

965

 

 

 

949

 

Total lease costs

 

$

6,150

 

 

$

5,797

 

 

$

5,130

 

 

 

 

Year Ended December 31,

 

Supplemental Cash Flow Information

 

2022

 

 

2021

 

 

2020

 

Cash paid for amounts included in the measurement of lease
   liability:

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

4,960

 

 

$

4,409

 

 

$

4,495

 

ROU asset obtained in exchange for new lease liability:

 

 

 

 

 

 

 

 

 

Operating leases

 

$

8,200

 

 

$

5,116

 

 

$

363

 

 

 

 

December 31,

 

Weighted Average Lease Term and Discount Rate

 

2022

 

 

2021

 

Weighted average remaining lease term (years):

 

 

 

 

 

 

Operating leases

 

 

6

 

 

 

5

 

Weighted average discount rate:

 

 

 

 

 

 

Operating leases

 

 

5.47

%

 

 

8.15

%

 

 

The following table summarizes future minimum lease obligations under non-cancelable operating leases as of December 31, 2022 (in thousands):

 

Year

 

Amount

 

2023

 

$

3,840

 

2024

 

 

2,444

 

2025

 

 

2,348

 

2026

 

 

2,223

 

2027

 

 

1,140

 

Thereafter

 

 

3,955

 

Undiscounted minimum lease payments payable

 

 

15,950

 

Less: imputed interest

 

 

(2,361

)

Present value of lease liability

 

$

13,589

 
v3.22.4
Goodwill and Amortizable Intangible Assets
 12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Amortizable Intangible Assets

NOTE 7. Goodwill and Amortizable Intangible Assets

Goodwill

As of December 31, 2022 and 2021, goodwill of $39.0 million was allocated to the Company’s Hawaii reporting unit, which has a negative carrying amount of net assets as of December 31, 2022 and 2021. The Company completed the required annual goodwill impairment test during the fourth quarters of 2022 and 2021, and no impairment was recognized.

Amortizable Intangible Assets

The following table summarizes the Company’s amortizable intangible assets as of December 31, 2022 (dollars in thousands):

 

 

 

Useful Life
(Years)

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Value

 

Health plan contracts

 

15

 

$

39,700

 

 

$

(16,983

)

 

$

22,717

 

Trade names

 

15-30

 

 

20,300

 

 

 

(4,342

)

 

 

15,958

 

Provider networks

 

10-15

 

 

8,400

 

 

 

(3,593

)

 

 

4,807

 

Noncompete enforcement agreements

 

1-5

 

 

59,669

 

 

 

(36,100

)

 

 

23,569

 

Other

 

4-15

 

 

2,700

 

 

 

(2,071

)

 

 

629

 

 

 

 

 

$

130,769

 

 

$

(63,089

)

 

$

67,680

 

 

The following table summarizes the Company’s amortizable intangible assets as of December 31, 2021 (dollars in thousands):

 

 

 

Useful Life
(Years)

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Value

 

Health plan contracts

 

15

 

$

39,700

 

 

$

(14,336

)

 

$

25,364

 

Trade names

 

15-30

 

 

20,300

 

 

 

(3,665

)

 

 

16,635

 

Provider networks

 

10-15

 

 

8,400

 

 

 

(3,033

)

 

 

5,367

 

Noncompete enforcement agreements

 

2-5

 

 

37,599

 

 

 

(30,355

)

 

 

7,244

 

Other

 

4-15

 

 

2,700

 

 

 

(1,912

)

 

 

788

 

 

 

 

 

$

108,699

 

 

$

(53,301

)

 

$

55,398

 

 

For the years ended December 31, 2022, 2021, and 2020, the Company recognized $9.7 million, $11.9 million, and $11.4 million, respectively, in amortization expense which is included in depreciation and amortization expense in the consolidated statements of operations.

The following table summarizes the estimated annual amortization for each of the five succeeding fiscal years and thereafter as of December 31, 2022 (in thousands):

 

Year

 

Amount

 

2023

 

$

8,800

 

2024

 

 

7,777

 

2025

 

 

7,162

 

2026

 

 

6,905

 

2027

 

 

6,359

 

Thereafter

 

 

30,677

 

 

 

$

67,680

 
v3.22.4
Other Assets
 12 Months Ended
Dec. 31, 2022
Other Assets [Abstract]  
Other Assets

NOTE 8. Other Assets

The following table summarizes the Company’s other assets (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Loans to physician partners

 

$

69,383

 

 

$

76,821

 

Health plan deposits

 

 

11,728

 

 

 

11,523

 

Equity method investments

 

 

17,352

 

 

 

6,690

 

Right of use asset

 

 

13,029

 

 

 

11,739

 

Other

 

 

5,432

 

 

 

6,185

 

 

 

$

116,924

 

 

$

112,958

 

See Note 6 for additional discussions related to right of use asset and Note 18 for equity method liabilities related to the Company's DCE investments.

Loans to Physician Partners

The Company provided loans to its physician partners in connection with taxes payable on shares distributed to them in connection with the IPO. See Note 1. These loans mature between 2026 and 2031 with nominal interest compounding annually and no prepayment penalties. Such loans are stated at the amount expected to be collected.
v3.22.4
Medical Claims and Related Payables
 12 Months Ended
Dec. 31, 2022
Insurance [Abstract]  
Medical Claims and Related Payables

NOTE 9. Medical Claims and Related Payables

Medical claims and related payables include estimates for amounts owed for claims incurred for services provided to members by various providers. Changes in amounts reported for medical claims related to prior years result from claims being paid at amounts different than originally estimated. Liabilities are continually reviewed and re-estimated as information regarding actual claim payments becomes known. This information is compared to the originally established liability at year end. The following table presents the components of changes in medical claims and related payables (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Medical claims and related payables, beginning of the year

 

$

239,014

 

 

$

164,161

 

 

$

121,779

 

Components of incurred costs related to:

 

 

 

 

 

 

 

 

 

Current year

 

 

2,387,374

 

 

 

1,645,137

 

 

 

1,026,940

 

Prior years

 

 

12,424

 

 

 

2,522

 

 

 

(5,063

)

Discontinued operations - current year

 

 

—

 

 

 

1,234

 

 

 

85,732

 

Discontinued operations - prior years

 

 

34

 

 

 

(2,099

)

 

 

(1,543

)

 

 

 

2,399,832

 

 

 

1,646,794

 

 

 

1,106,066

 

Claims paid related to:

 

 

 

 

 

 

 

 

 

Current year

 

 

(2,051,036

)

 

 

(1,416,404

)

 

 

(870,979

)

Prior years

 

 

(247,873

)

 

 

(151,128

)

 

 

(94,868

)

Discontinued operations - current year

 

 

—

 

 

 

(1,234

)

 

 

(80,754

)

Discontinued operations - prior years

 

 

(189

)

 

 

(3,175

)

 

 

(17,083

)

 

 

 

(2,299,098

)

 

 

(1,571,941

)

 

 

(1,063,684

)

Medical claims and related payables, end of the year

 

$

339,748

 

 

$

239,014

 

 

$

164,161

 

Beginning and ending balances of medical claims and related payables disclosed above for December 31, 2020, include $1.1 million and $1.3 million, respectively, that are presented as current liabilities held for sale and discontinued operations. As of December 31, 2021 and 2020, medical claims and related payables also include $0.2 million and $4.1 million, respectively, of claims liabilities associated with certain divested California businesses for which the Company has retained the liability for claims incurred prior to the date of divestiture. Ending balance of medical claims and related payables disclosed above for December 31, 2022, includes $7.0 million that is recoverable from other parties under risk sharing arrangements and is presented as prepaid expenses and other current assets, net in the consolidated balance sheets.
v3.22.4
Other Liabilities
 12 Months Ended
Dec. 31, 2022
Other Liabilities [Abstract]  
Other Liabilities

NOTE 10. Other Liabilities

The following table summarizes the Company’s other liabilities (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Other long-term contingencies

 

$

62,931

 

 

$

71,344

 

Lease liabilities, long-term

 

 

9,885

 

 

 

7,904

 

Equity method liabilities - DCEs

 

 

4,657

 

 

 

6,380

 

Other

 

 

5,813

 

 

 

8,667

 

 

 

$

83,286

 

 

$

94,295

 

 

As of December 31, 2022 and 2021, the Company had contingent liabilities of $62.9 million and $71.3 million, respectively, related to unasserted claims. While the Company intends to vigorously defend its position in the event of any assertion of such claims, it has established a liability for the potential exposure, including interest and penalties. Additionally, the Company estimated the range of reasonably possible losses in excess of reserves accrued on the consolidated balance sheet as of December 31, 2022 to be $0 to $52.9 million.

See Note 18 for equity method liabilities related to the Company's DCE investments.
v3.22.4
Debt
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt

NOTE 11. Debt

Credit Facility

On February 18, 2021, the Company executed a credit facility agreement (as amended by the First Amendment to Credit Agreement, dated as of March 1, 2021, the “2021 Credit Facilities”). The 2021 Credit Facilities include: (i) a $100.0 million secured term loan (the “2021 Secured Term Loan Facility”) and (ii) a $100.0 million senior secured revolving credit facility (the “2021 Secured Revolving Facility”) with a capacity to issue standby letters of credit in certain circumstances up to a maximum of $80.0 million. Subject to specified conditions and receipt of commitments, the 2021 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) $50.0 million plus (ii) an additional amount determined in accordance with a formula tied to repayment of certain of the Company’s indebtedness. The proceeds from the 2021 Secured Term Loan Facility were used to refinance an aggregate of $68.6 million of outstanding indebtedness under the prior credit facility and unsecured debt, with the remaining $30.1 million of net proceeds used for working capital and other general corporate purposes. The maturity date of the 2021 Credit Facilities was February 18, 2024 or, following the completion of an IPO, February 18, 2026 with mandated periodic payments. In connection with the refinance of the existing debt, the Company recognized $1.1 million of additional interest expense for the write-off of the related debt issuance costs. The 2021 Secured Term Loan Facility required, among other things, a mandatory prepayment of $50.0 million if gross proceeds from the IPO exceeded $1.0 billion. On April 26, 2021, the Company repaid $50.0 million of the 2021 Secured Term Loan Facility. The maturity date of the 2021 Credit Facilities was extended to February 18, 2026.

As of December 31, 2022, the Company had $43.8 million outstanding under the 2021 Secured Term Loan Facility and availability under the 2021 Secured Revolving Facility was $38.8 million, as the Company had outstanding letters of credit totaling $61.2 million, of which $37.2 million was for the Company's DCE investments, see Note 18 for additional discussion related to DCEs. The standby letters of credit are automatically extended without amendment for one-year periods, unless the Company notifies the institution in advance of the expiration date that the letter will be terminated. No amounts have been drawn on the outstanding letters of credit as of December 31, 2022.

At the Company’s option, borrowings under the 2021 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 October 1, 2023) and the higher of (a) LIBO, as defined in the 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 October 1, 2023) and 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, the Company pays a commitment fee on the unfunded 2021 Secured Revolving Facility amount of 0.50% (stepping down to 0.375% on and following October 1, 2023). The Company must also pay customary letter of credit fees. As of December 31, 2022, the weighted average effective interest rate on the 2021 Secured Term Loan Facility was 6.04%.

The 2021 Credit Facilities are guaranteed by certain of the Company’s 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. Failure to meet any of these covenants could result in an event of default under the agreement. If an event of default occurs, the lenders could elect to declare all amounts outstanding under the agreement to be immediately due and payable. As of December 31, 2022, the Company was in compliance with all covenants under the 2021 Credit Facilities.

The following table summarizes the Company’s stated term loan maturity and scheduled principal repayments as of December 31, 2022 (in thousands):

Year

 

Term Loan

 

2023

 

$

5,000

 

2024

 

 

6,250

 

2025

 

 

10,000

 

2026

 

 

22,500

 

 

 

 

43,750

 

Debt costs

 

 

(268

)

 

 

$

43,482

 

Unsecured Debt

As of December 31, 2020, the Company had a $20.0 million unsecured credit agreement with a lender affiliated with CD&R (the “unsecured debt”), which was repaid in 2021 with the proceeds from the 2021 Secured Term Loan Facility as discussed above.

v3.22.4
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

NOTE 12. Commitments and Contingencies

Legal Proceedings

From time to time, the Company is a party to, or has a significant relationship to, legal proceedings, lawsuits, and other claims. The Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s policy is to expense legal costs as they are incurred.

COVID-19

The Company continues to monitor and assess the estimated operating and financial impact of COVID-19. Future developments, such as the severity and duration of new COVID-19 variants, COVID-19’s impact on the U.S. economy, consumer behavior and health care utilization patterns, and the timing, scope, and impact of legislation as well as other federal, state, and local governmental responses to the pandemic could introduce new uncertainties to care patterns and the Company's business. During the year ended December 31, 2022, overall care was near normal baseline levels, with certain areas of care at or approaching seasonal baselines, and other areas below. Future care patterns and acuity may temporarily rise due to missed regular care.

Regulatory Matters

The healthcare industry is subject to numerous laws and regulations of federal, state, and local governments. Violations of these laws and regulations could result in expulsion from government healthcare programs, together with the imposition of significant fines and penalties. Compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time.

The healthcare regulatory landscape is constantly changing. It is difficult to predict which final rules may be adopted and implemented by federal and state authorities, and if such final rules would result in any material adverse effect on the Company’s business, consolidated financial condition, results of operations or cash flows. Management is unable to determine how any future government spending cuts will affect Medicare reimbursement. There likely will continue to be legislative and regulatory proposals at the federal and state levels directed at containing or lowering the cost of healthcare that, if adopted, could have a material adverse effect on the Company’s consolidated financial statements.

CMS and the U.S. Department of Health and Human Services (“HHS”) Office of Inspector General perform audits of selected MA contracts related to risk adjustment diagnosis data. In these Risk-Adjustment Data Validation Audits (“RADV audits”), the government reviews medical records to determine whether physician medical record documentation and coding practices are compliant, which can result in the recovery of payments from managed care

organizations if errors are identified and influence the calculation of premium payments by CMS to MA plans. On January 30, 2023, CMS released a final rule, announcing it may use extrapolation for payment years 2018 forward, for both RADV audits and Office of Inspector General audits and eliminated the application of a fee-for-service Adjuster in Part C contract-level RADV audits of Medicare Advantage organizations. The Company's payors are subject to audit by government health plans, including, but not limited to, CMS, in connection with the MA program. The Company is currently unable to predict the results of RADV audits on its financial condition, operating results, or cash flows.

Contractual Obligations

The following table summarizes the Company’s contractual obligations, excluding operating leases (see Note 6) and debt service obligations (see Note 11), as of December 31, 2022 (in thousands):

 

 

 

Total

 

 

2023

 

 

2024-2025

 

 

2026-2027

 

 

More than
Five Years

 

Capital commitments(1)

 

$

134,835

 

 

$

112,092

 

 

$

17,243

 

 

$

5,500

 

 

$

—

 

 

(1)
Represents capital commitments to physician partners to support physician partner expansion and related purposes.
v3.22.4
Common Stock
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Common Stock

NOTE 13. Common Stock

Common Stock

As of December 31, 2021, the Company’s authorized capital stock consisted of 2.0 billion shares of common stock, par value $0.01 per share. Every holder of record of common shares entitled to vote at a meeting of stockholders is entitled to one vote for each share outstanding.

During the year ended December 31, 2022, the Company issued approximately 12.3 million shares of common stock primarily in connection with exercises and vesting of stock-based awards.

During the year ended December 31, 2021, the Company issued approximately 9.3 million shares of common stock primarily in connection with exercises and vesting of stock-based awards.

On April 14, 2021, the Company priced the IPO of its common stock at an offering price of $23.00 per share for 46.6 million shares. On April 15, 2021, the underwriters exercised their option to purchase an additional 7.0 million shares of common stock. On April 19, 2021, the Company’s sale of an aggregate of 53.6 million shares of common stock was completed, see Note 1.

Upon the completion of the IPO, the Company issued 11.7 million shares of common stock under partner physician group equity agreements and recognized stock-based compensation expense of $268.5 million in April 2021, see Note 1.

During 2020, the Company issued and sold approximately 1.2 million shares of common stock to certain officers and directors at a purchase price of $4.49 per share and received aggregate proceeds of $5.6 million.

In August 2020, the Company issued approximately 333,800 shares of common stock to settle provider compensation liabilities of $1.5 million.

Also in 2020, the Company repurchased 1.5 million shares of common stock for $6.7 million and issued approximately 2.3 million shares of common stock in connection with exercises and vesting of stock-based awards.

Contingently Redeemable Common Stock

During 2020, the Company closed private placements to third-party investors in which it issued and sold 6.3 million shares of contingently redeemable common stock at a purchase price of $4.49 per share and received aggregate proceeds of $28.5 million.

The contingently redeemable common stock had a redemption feature that required the Company, in certain limited circumstances, to repurchase stock. Because the redemption feature was outside the control of the Company, the related capital contribution did not qualify as permanent equity and was classified as temporary equity in the mezzanine section of the consolidated balance sheets. The common stock that was classified as temporary equity was recorded at an initial carrying value equal to the gross proceeds received, which represented their fair value at the date of issuance. The redemption feature of the Company’s contingently redeemable common stock terminated upon the completion of the IPO in April 2021. Accordingly, such common stock was reclassified from temporary equity in the mezzanine section of the consolidated balance sheet to permanent equity, see Note 1.
v3.22.4
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock Incentive Plan

NOTE 14. Stock-Based Compensation

The Company offers certain employees the ability to purchase common shares of the Company and/or receive common stock options under its Amended and Restated Stock Incentive Plan (the “Plan”) that was approved by the stockholders. In connection with the IPO, the Company’s Board of Directors approved the Omnibus Incentive Plan. As of December 31, 2022, the Company is authorized to grant 83.0 million shares related to employee stock options, of which 36.0 million shares remain available for grant as of December 31, 2022. Shares granted are not transferrable, except upon the employee’s death, repurchase by the Company, or with the Company’s consent.

The Omnibus Incentive Plan provides for the grant of stock options, restricted stock awards, restricted stock units ("RSUs"), performance-based awards, and other awards. Stock options expire 10 years after the date of grant and forfeiture of awards is recognized as it occurs. The stock options granted under the Plan generally consist of: (i) stock options that vest in four equal annual installments, subject to the employee’s continued service until the applicable vesting date (the “Base Options”), and (ii) stock options that vest if CD&R realizes a certain return on its investment, subject to the employee’s continuous employment through such date and beyond, in certain grants (the “Upside Options”).

Stock Options

Base Options. Compensation cost for Base Options is recognized on a straight-line basis generally over the requisite vesting period of four years. The fair value of each Base Option was estimated on the date of grant using the Black-Scholes option pricing model. Expected volatilities are based on the historical equity volatility of comparable publicly traded companies. The expected term of Base Options is calculated via the simplified method and reflects the midpoint between the vesting date and the end of the contractual term, as our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The risk-free rates utilized for periods throughout the contractual life of Base Options are based on U.S. Treasury security yields at the time of grant.

The assumptions used for the Black-Scholes option pricing model to determine the fair value of Base Options granted are as follows:

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Risk-free interest rate

 

1.94% -4.18%

 

 

0.75% - 1.58%

 

 

0.43% - 1.68%

 

Expected dividends

 

$

—

 

 

$

—

 

 

$

—

 

Expected volatility

 

48.66% -64.29%

 

 

58.95% - 63.33%

 

 

59.39% - 63.47%

 

Expected term (in years)

 

6.25

 

 

6.25

 

 

6.25

 

 

 

The Company’s outstanding Base Options consisted of the following (shares in thousands):

 

 

 

Shares

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual Term
(in years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Stock options outstanding as of January 1, 2022

 

 

17,201

 

 

$

4.26

 

 

 

 

 

 

 

Granted

 

 

995

 

 

 

22.80

 

 

 

 

 

 

 

Exercised

 

 

(6,776

)

 

 

1.70

 

 

 

 

 

 

 

Forfeited

 

 

(782

)

 

 

10.62

 

 

 

 

 

 

 

Stock options outstanding as of December 31, 2022

 

 

10,638

 

 

$

7.15

 

 

 

6.6

 

 

$

109,236

 

Expected to vest as of December 31, 2022

 

 

4,293

 

 

$

12.04

 

 

 

7.9

 

 

$

29,284

 

Exercisable as of December 31, 2022

 

 

6,345

 

 

$

3.85

 

 

 

5.9

 

 

$

79,952

 

 

The weighted-average grant-date fair value of Base Options granted during the year ended December 31, 2022, 2021, and 2020 was $13.83, $13.10, and $2.70, respectively, per option. The total intrinsic value of Base Options exercised for the years ended December 31, 2022, 2021, and 2020 was $140.8 million, $196.3 million, and $8.2 million, respectively. During the years ended December 31, 2022 and 2021, the Company recognized $9.5 million and $8.1 million, respectively, of stock-based compensation expense related to Base Options. During the year ended December 31, 2020, the total stock-based compensation expense related to Base Options was $6.5 million, of which $0.2 million is recorded in income (loss) from discontinued operations in the consolidated statements of operations.

As of December 31, 2022, the Company had $23.4 million of total unrecognized compensation cost related to non-vested Base Options, which is expected to be recognized over a weighted-average period of approximately three years.

Additionally, the Company recognized $2.6 million of expense related to stock options that vested upon the completion of the IPO in April 2021, which are included in general and administrative expenses in the statements of operations.

Upside Options. Upside Options vest if CD&R realizes a certain return on its investment, subject to the employee’s continuous employment through such date and beyond, in certain grants. During the year ended December 31, 2020, the Company did not recognize any stock-based compensation expense related to Upside Options as achievement of the underlying performance condition was not probable. During the year ended December 31, 2021, the Company recognized $8.5 million of stock-based compensation expense as a result of the satisfaction of a performance condition associated with Upside options. During the year ended December 31, 2022, the Company recognized $1.7 million of stock-based compensation expense related to Upside Options. The fair value of Upside Options was estimated on the date of grant using the Monte Carlo simulation model.

The Company’s outstanding Upside Options consisted of the following (shares in thousands):

 

 

 

Shares

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual Term
(in years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Stock options outstanding as of January 1, 2022

 

 

14,428

 

 

$

6.21

 

 

 

 

 

 

 

Exercised

 

 

(5,147

)

 

 

4.35

 

 

 

 

 

 

 

Forfeited

 

 

(114

)

 

 

14.80

 

 

 

 

 

 

 

Stock options outstanding as of December 31, 2022

 

 

9,167

 

 

$

7.16

 

 

 

5.9

 

 

$

85,160

 

Expected to vest as of December 31, 2022

 

 

2,335

 

 

$

11.38

 

 

 

7.5

 

 

$

13,072

 

Exercisable as of December 31, 2022

 

 

6,832

 

 

$

5.71

 

 

 

5.4

 

 

$

72,088

 

 

The weighted-average grant-date fair value of Upside Options granted during the years ended December 31, 2021 and 2020 was $1.72 and $1.58, respectively, per option. No Upside Options were granted in 2022. As of December 31, 2022, the Company had $3.2 million of total unrecognized compensation cost related to non-vested Upside Options, which is expected to be recognized over a weighted-average period of approximately two years.

Restricted Stock Units

Restricted stock awards, including restricted stock units and performance stock units are granted subject to certain restrictions. Conditions of vesting are determined at the time of grant. The fair market value of restricted stock units, both time vesting and those subject to specific performance criteria, are expensed over the period of vesting. Restricted stock units, which vest based solely upon passage of time and requisite service generally vest over the requisite period of four years. Performance stock units, which are restricted stock units that vest dependent upon attainment of various levels of performance that equal or exceed threshold levels, generally vest in their entirety at the end of the relevant performance period, generally three years. The number of shares that ultimately vest can vary from 0% to 200% of target depending on the level of achievement of the performance criteria. The fair value of restricted stock units and performance stock units are determined based on the closing market price of the Company's shares on the grant date. The value of the shares withheld to settle tax withholding obligations is dependent on the closing market price of the Company’s common stock on the trading date prior to the relevant transaction occurring.

The following table summarizes employee restricted stock award activity, including performance stock units, for the year ended December 31, 2022 (units in thousands):

 

 

Restricted
Stock
Units

 

 

Weighted-Average Grant-Date Fair Value

 

Unvested as of January 1, 2022

 

 

1,125

 

 

$

18.41

 

Granted

 

 

1,320

 

 

 

21.89

 

Vested

 

 

(404

)

 

 

9.77

 

Forfeited

 

 

(219

)

 

 

22.49

 

Unvested as of December 31, 2022

 

 

1,822

 

 

 

22.35

 

For the years ended December 31, 2022, 2021, and 2020, the Company recognized $9.6 million, $4.7 million, and $0.2 million, respectively, of stock-based compensation expense related to RSUs. The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2022, 2021, and 2020 was $21.89, $23.56, and $4.49, respectively. The total fair value of RSUs vested during 2022 was $9.2 million. As of December 31, 2022, the Company had $30.1 million of total unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted-average period of approximately three years.

Non-Employee Awards

Certain of the Company’s agreements provide for the granting of certain stock-based instruments to third parties (the “Physician Partners Equity Awards”). The Company's Board of Directors approved 9.7 million shares to be granted as Physician Partners Equity Awards, of which 3.2 million shares remain available for grant as of December 31, 2022. The fair market value of restricted stock units, both time vesting and those subject to specific performance criteria, are expensed over the period of vesting. Restricted stock units, which vest based solely upon passage of time and requisite service generally vest over the requisite period of two years. Performance stock units, which are restricted stock units that vest dependent upon attainment of various levels of performance that equal or exceed threshold levels, generally vest in their entirety at the end of the relevant performance period, from one to four years. The number of shares that ultimately vest can vary from 0% to 125% of target depending on the level of achievement of the performance criteria. The fair value of restricted stock units and performance stock units are determined based on the closing market price of the Company's shares on the grant date. No shares are withheld to settle tax withholding obligations of the physician partners.

The following table summarizes Physician Partners Equity Awards activity, including performance stock units, for the year ended December 31, 2022 (units in thousands):

 

 

Restricted
Stock
Units

 

 

Weighted-Average Grant-Date Fair Value

 

Unvested as of January 1, 2022

 

 

292

 

 

$

25.95

 

Granted

 

 

5,206

 

 

 

21.93

 

Vested

 

 

(38

)

 

 

25.95

 

Unvested as of December 31, 2022

 

 

5,460

 

 

 

22.12

 

For the years ended December 31, 2022 and 2021, the Company recognized $7.6 million and $0.2 million, respectively, of stock-based compensation expense related to Physician Partner Equity Awards. The weighted-average grant-date fair value of Physician Partner Equity Awards granted during the years ended December 31, 2022 and 2021 was $21.93 and $25.95, respectively. As of December 31, 2022, the Company had $113.9 million of total unrecognized compensation cost related to Physician Partner Equity Awards, which is expected to be recognized over a weighted-average period of approximately four years.

Upon the completion of the IPO, the Company issued 11.7 million shares of common stock under partner physician group equity agreements and recognized stock-based compensation expense of $268.5 million in April 2021. Various of the Company’s agreements provided for the vesting of certain stock-based instruments to third parties (physician partners) at the time of an initial public offering, or upon the occurrence of certain events deemed a “change of control” in the Company or certain of the Company's subsidiaries (“Change of Control Event”). The stock-based instruments granted to third parties were accounted for as non-employee awards for which compensation cost was recognized upon 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 was measured on the vesting date. A Change of Control Event is not deemed probable until consummated.
v3.22.4
Income Taxes
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Income Taxes

NOTE 15. Income Taxes

The Company applied the intra-period tax allocation rules to allocate income taxes between continuing operations and discontinued operations as prescribed by U.S. GAAP, where the tax effect of income (loss) before income taxes is computed without regard to the tax effects of income (loss) before income taxes from the other categories. Income tax expense (benefit) from continuing operations consisted of the following (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

113

 

 

$

—

 

 

$

—

 

State

 

 

997

 

 

 

1,289

 

 

 

856

 

 

 

 

1,110

 

 

 

1,289

 

 

 

856

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

288

 

 

 

(166

)

 

 

38

 

State

 

 

242

 

 

 

(237

)

 

 

(29

)

 

 

 

530

 

 

 

(403

)

 

 

9

 

Income tax expense (benefit)

 

$

1,640

 

 

$

886

 

 

$

865

 

 

The principal items accounting for the difference between taxes computed at the U.S. statutory rate and taxes recorded consisted of the following (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Computed tax at US federal statutory rate of 21%

 

$

(21,211

)

 

$

(84,966

)

 

$

(13,129

)

Increase (decrease) in taxes resulting from:

 

 

 

 

 

 

 

 

 

State taxes, net of federal impact

 

 

723

 

 

 

715

 

 

 

840

 

Stock-based compensation

 

 

(47,868

)

 

 

(44,088

)

 

 

—

 

Nondeductible compensation

 

 

23,570

 

 

 

4,054

 

 

 

—

 

Unrecognized tax benefit

 

 

—

 

 

 

238

 

 

 

(71

)

Permanent differences

 

 

(155

)

 

 

1,336

 

 

 

850

 

Valuation allowance

 

 

45,234

 

 

 

122,599

 

 

 

12,443

 

Other, net

 

 

1,347

 

 

 

998

 

 

 

(68

)

Income tax expense (benefit)

 

$

1,640

 

 

$

886

 

 

$

865

 

 

The net deferred tax liability comprises the tax effect of temporary differences between U.S. GAAP and tax reporting related to the recognition of income and expenses. The net deferred income tax liabilities are included in other liabilities in the consolidated balance sheets. Components of the net deferred tax liability consisted of the following (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Deferred income tax assets:

 

 

 

 

 

 

Net operating and capital losses

 

$

293,221

 

 

$

237,877

 

State taxes

 

 

260

 

 

 

332

 

Accrued expenses

 

 

15,920

 

 

 

19,828

 

Transaction costs

 

 

736

 

 

 

811

 

Stock-based compensation

 

 

6,314

 

 

 

4,331

 

Lease liabilities

 

 

3,285

 

 

 

2,610

 

Interest limitation

 

 

4,226

 

 

 

5,850

 

Intangible assets

 

 

—

 

 

 

4,022

 

Other, net

 

 

1,156

 

 

 

111

 

Total deferred income tax assets

 

$

325,118

 

 

$

275,772

 

Deferred income tax liabilities:

 

 

 

 

 

 

Property and equipment

 

$

—

 

 

$

(203

)

ROU assets

 

 

(3,155

)

 

 

(2,728

)

Intangible assets

 

 

(6,220

)

 

 

(11,032

)

Investments in partnerships and affiliates

 

 

(2,238

)

 

 

(1,402

)

Total deferred income tax liabilities

 

$

(11,613

)

 

$

(15,365

)

Valuation allowance

 

 

(314,166

)

 

 

(260,571

)

Net deferred income tax liabilities

 

$

(661

)

 

$

(164

)

 

The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance when it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. In making this assessment, the Company is required to consider all available positive and negative evidence to determine whether, based on such evidence, it is more likely than not that some portion or all of the net deferred tax assets will not be realized in future periods. As of December 31, 2022 and 2021, the Company believed that it is more likely than not that its deferred tax assets in excess of deferred tax liabilities will not be realized. Accordingly, the Company has provided a valuation allowance of $314.2 million and $260.6 million on the Company’s deferred tax assets as of December 31, 2022 and 2021, respectively. The increase in valuation allowance of $53.6 million recorded in current year activities is primarily attributable to current year losses. The net deferred tax liability as of December 31, 2022 principally relates to deferred tax liabilities associated with long-term investments in partnerships and affiliates, which are expected to reverse against net operating losses which can only offset 80% of taxable income.

As of December 31, 2022, the Company has federal and state net operating losses of $1.2 billion and $676.1 million, respectively. As of December 31, 2021, the Company has federal and state net operating losses of $1.0 billion and $570.3 million, respectively. As of December 31, 2022, $1.2 billion of the total federal net operating losses are carried forward as indefinite-lived net operating losses. The remaining net operating losses are carried forward and will expire beginning in 2027 if unutilized. Utilization of these operating loss carryforwards may be subject to an annual limitation based on changes in ownership, as defined by Section 382 of the Internal Revenue Code of 1986, as amended. As of December 31, 2022, $32.3 million and $32.7 million of the Company’s federal and state net operating loss carryforward, respectively, are attributable to prior acquisition transactions and are subject to Section 382 limitations. The Company’s analysis indicates that none of the acquired net operating loss carryforwards will expire unutilized solely as a result of the Section 382 limitations. As of December 31, 2022, the Company has both federal and state capital loss carryforward of $0.8 million, which will expire in 2026 if unused.

Unrecognized Tax Benefits

As of December 31, 2022, the Company had unrecognized tax benefits of $5.2 million, $0.9 million of which, if recognized, would impact its effective tax rate. As of December 31, 2021, the Company had unrecognized tax benefits of $5.9 million, $1.5 million of which, if recognized, would impact its effective tax rate. As of December 31, 2020, the Company had unrecognized tax benefits of $8.9 million, $7.1 million of which, if recognized, would impact its effective tax rate.

The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Balance at beginning of the year

 

$

5,919

 

 

$

8,914

 

 

$

10,839

 

Additions related to current year

 

 

35

 

 

 

2,636

 

 

 

384

 

Additions (reductions) related to prior years

 

 

(137

)

 

 

—

 

 

 

565

 

Reductions related to settlements with taxing authorities

 

 

(605

)

 

 

(5,631

)

 

 

—

 

Reductions related to the lapse of applicable statute of
   limitations

 

 

—

 

 

 

—

 

 

 

(2,874

)

Balance at end of the year

 

$

5,212

 

 

$

5,919

 

 

$

8,914

 

 

As of December 31, 2022, the Company recorded a liability for unrecognized tax benefit of $1.6 million, inclusive of $0.7 million of accrued interest and penalties. As of December 31, 2021, the Company recorded a liability for unrecognized tax benefit of $2.1 million, inclusive of $0.6 million of accrued interest and penalties. As of December 31, 2020, the Company recorded a liability for unrecognized tax benefit of $10.0 million, inclusive of $2.9 million of accrued interest and penalties. As of both December 31, 2022 and 2021, $4.3 million of unrecognized benefits were reflected as a reduction in deferred tax asset balances. The unrecognized tax benefit of $1.6 million is subject to a tax indemnification agreement between the prior owners of some of the Company’s California subsidiaries and the Company. Thus, the Company does not bear significant risk for these uncertain tax positions, as any assessment on future tax examinations is expected to be recovered from the prior owners. The indemnification assets are reflected in other assets in the consolidated balance sheets. During the year ended December 31, 2022, the Company reversed $0.6 million of tax liability and $0.1 million of accrued interest on unrecognized tax benefits due to payments of an amended state return related to the period ended June 30, 2016. During the year ended December 31, 2021, the Company reversed $5.6 million of tax liability, $1.1 million of accrued interest and $1.1 million of accrued penalties on unrecognized tax benefits and realized a tax benefit of $1.8 million attributable to discontinued operations due to the settlement of the IRS exam for the period ended June 30, 2016. During the year ended December 31, 2020, due to expiration of the 2015 state statute of limitations, the Company reversed $2.9 million of tax liability, $0.6 million of accrued interest and $0.6 million of accrued penalties on unrecognized tax benefits and realized a tax benefit of $4.1 million attributable to discontinued operations. The tax benefit from the statute expiration was offset by $0.6 million, $0.6 million, and $0.1 million of additional accruals for taxes, interest, and penalties, respectively, on uncertain tax positions during 2020 resulting in a net tax benefit of $2.8 million attributable to discontinued operations. It is reasonably possible that during the next 12 months the Company may realize a $0.5 million decrease in its liability for uncertain tax positions, inclusive of $0.1 million related to the reversal of interest and penalties on uncertain tax positions, as a result of closing of the tax years.

The amount of income taxes the Company pays is subject to ongoing audits. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of the relevant risks, facts, and circumstances existing at the time. However, future results of operations may include favorable or unfavorable adjustments to the estimated tax liabilities in the period the assessments are made or resolved. The Company operates in several taxing jurisdictions, including U.S. federal and multiple U.S. states. The statute of limitations has expired for all tax years prior to 2019 for federal and prior to 2016 for various state tax purposes. However, the net operating loss generated on the Company’s federal and state tax returns in prior years may be subject to adjustments by the federal and state tax authorities.

For additional discussion regarding income taxes and unrecognized tax benefits related to discontinued operations, see Note 20.

On August 16, 2022, the Inflation Reduction Act was signed into law. The Inflation Reduction Act includes various tax provisions, which are effective for tax years beginning on or after January 1, 2023. For tax years beginning after December 31, 2021, the Tax Cuts & Jobs Act of 2017 eliminated the option to deduct research and development expenditures as incurred and instead required taxpayers to capitalize and amortize them over five or 15 years beginning in 2022. These changes in tax laws did not have a material impact on the Company’s results of operations for the years ended December 31, 2022 and 2021. The Company will continue to monitor possible future impact of changes in tax legislation.
v3.22.4
Net Income (Loss) Per Common Share
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Net Income (Loss) Per Common Share

NOTE 16. Net Income (Loss) Per Common Share

Basic net income (loss) per common share (“EPS”) is computed based upon the weighted average number of common shares outstanding. Diluted net income (loss) per common share is computed based upon the weighted average number of common shares outstanding plus the impact of common shares issuable from the assumed conversion of stock options, certain performance restricted stock units and unvested restricted stock units. Only those instruments having a dilutive impact on basic loss per share are included in diluted loss per share during the periods presented.

The following table illustrates the computation of basic and diluted EPS (in thousands, except per share amounts):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Numerator

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(107,329

)

 

$

(405,484

)

 

$

(63,208

)

Noncontrolling interests’ share in (earnings) loss from
   continuing operations

 

 

311

 

 

 

300

 

 

 

—

 

Net income (loss) attributable to common stockholders
   before discontinued operations

 

 

(107,018

)

 

 

(405,184

)

 

 

(63,208

)

Income (loss) from discontinued operations

 

 

465

 

 

 

(1,303

)

 

 

3,156

 

Net income (loss) attributable to common stockholders

 

$

(106,553

)

 

$

(406,487

)

 

$

(60,052

)

Denominator

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, basic and diluted

 

 

408,154

 

 

 

372,931

 

 

 

323,462

 

Net income (loss) per share attributable to
   common stockholders

 

 

 

 

 

 

 

 

 

Net income (loss) per common share from continuing operations,
   basic and diluted

 

$

(0.26

)

 

$

(1.09

)

 

$

(0.20

)

Net income (loss) per common share from discontinued
   operations, basic and diluted

 

$

—

 

 

$

—

 

 

$

0.01

 

 

Basic net income (loss) per share is the same as diluted net income (loss) per share for the years ended December 31, 2022, 2021, and 2020 as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following table provides the potential shares of common stock that were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Stock options - service only condition

 

 

10,638

 

 

 

17,201

 

 

 

23,646

 

Stock options - market and performance condition(1)

 

 

9,167

 

 

 

14,428

 

 

 

17,675

 

Restricted stock units

 

 

7,282

 

 

 

894

 

 

 

110

 

 

(1)
Market and performance conditions were satisfied during 2021.
v3.22.4
Supplemental Cash Flow Information
 12 Months Ended
Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information

NOTE 17. Supplemental Cash Flow Information

The following table provides supplemental cash flow information (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

Interest paid

 

$

3,672

 

 

$

4,824

 

 

$

7,086

 

Income taxes paid (refunded), net

 

 

5,313

 

 

 

1,819

 

 

 

2

 

Supplemental disclosure of non-cash financing activities:

 

 

 

 

 

 

 

 

 

Reclassification of contingently redeemable common stock
   in connection with IPO

 

 

—

 

 

 

309,500

 

 

 

—

 

Issuance of common stock under partner physician group
   equity agreements upon IPO

 

 

—

 

 

 

268,467

 

 

 

—

 

Offering costs accrued at end of period

 

 

—

 

 

 

295

 

 

 

—

 

Non-cash investment in unconsolidated subsidiaries

 

 

190

 

 

 

763

 

 

 

—

 

Settlement of stock-based liabilities

 

 

—

 

 

 

—

 

 

 

1,500

 

Settlement of loans receivable with services provided

 

 

—

 

 

 

—

 

 

 

2,047

 

 

The following table summarizes cash, cash equivalents and restricted cash equivalents from continuing operations (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Cash and cash equivalents

 

$

497,070

 

 

$

1,040,039

 

Restricted cash and equivalents

 

 

10,610

 

 

 

14,781

 

Cash, cash equivalents and restricted cash equivalents

 

$

507,680

 

 

$

1,054,820

 
v3.22.4
Variable Interest Entities
 12 Months Ended
Dec. 31, 2022
Variable Interest Entities [Abstract]  
Variable Interest Entities

NOTE 18. Variable Interest Entities

Consolidated Variable Interest Entities

agilon health, inc.’s consolidated assets and liabilities as of December 31, 2022 and 2021 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to agilon health, inc.

agilon health, inc.’s consolidated assets and liabilities include VIE assets and liabilities as follows (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Assets(1)

 

 

 

 

 

 

Cash and cash equivalents

 

$

155,819

 

 

$

104,741

 

Restricted cash equivalents

 

 

10,610

 

 

 

13,210

 

Receivables, net

 

 

492,077

 

 

 

276,590

 

Prepaid expenses and other current assets, net

 

 

15,515

 

 

 

7,046

 

Property and equipment, net

 

 

1,567

 

 

 

1,147

 

Intangible assets, net

 

 

17,347

 

 

 

7,220

 

Other assets, net

 

 

10,371

 

 

 

10,580

 

Liabilities(1)

 

 

 

 

 

 

Medical claims and related payables

 

 

300,798

 

 

 

195,812

 

Accounts payable and accrued expenses

 

 

159,526

 

 

 

81,702

 

Other liabilities

 

 

2,059

 

 

 

4,521

 

 

(1)
Assets and liabilities of VIEs presented above include the assets and liabilities of the Company’s Independent Practice Associations in California, which are consolidated VIEs and whose operations are reflected in the consolidated financial statements as discontinued operations.

Risk-bearing Entities. At December 31, 2022, the Company operates 28 wholly-owned risk-bearing entities (“RBEs”) for the purpose of entering into risk-bearing contracts with payors. Each RBE’s equity at risk is considered insufficient to finance its activities without additional support, and, therefore, each RBE is considered a VIE. The Company consolidates the RBEs as it has determined that it is the primary beneficiary because it has: (i) the ability to control the activities that most significantly impact the RBEs’ economic performance; and (ii) the obligation to absorb losses or right to receive benefits that could potentially be significant to the RBEs. Specifically, the Company has the unilateral ability and authority, through the RBE governance and management agreements, to make significant decisions about strategic and operating activities of the RBEs, including negotiating and entering into risk-bearing contracts with payors, and approving the RBEs’ annual operating budgets. The Company also has the obligation to fund losses of the RBEs and the right to receive a significant percentage of any financial surplus generated by the RBEs. The assets of the RBEs primarily consist of cash and cash equivalents, receivables, net, intangible assets, net, and other assets, net; its obligations primarily consist of medical claims and related payables as well as operating expenses of the RBEs (accounts payable and accrued expenses), including incentive compensation obligations to the Company’s physician partners. On February 18, 2021, the Company executed the Credit Facilities, which are guaranteed by certain of the Company’s VIEs. Assets generated by the RBEs (primarily from medical services revenues) may be used, in certain limited circumstances, to settle the Company’s contractual debt obligations.

Unconsolidated Variable Interest Entities

As of December 31, 2022, the Company had nine equity method investments (liabilities) that were deemed to be VIEs. The Company has determined that the activities that most significantly impact the performance of these VIEs consist of the allocation of resources to and other decisions related to clinical activities and provider contracting decisions. Because the Company does not have the ability to control these activities due to another party’s control of the VIEs’ board of directors, the Company has determined that it is not the primary beneficiary of and therefore does not consolidate these VIEs. The Company's maximum loss exposure as a result of the Company’s involvement with the VIEs cannot be quantified as the Company has the obligation to provide ongoing operational support to the unconsolidated VIEs, as needed.

Equity Method Investments

The following table summarizes the Company’s equity method investments (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Equity method investments - Other(1)

 

$

8,329

 

 

$

6,690

 

Equity method investments - DCEs(1)

 

 

9,023

 

 

 

—

 

Equity method liabilities - DCEs(2)

 

 

(4,657

)

 

 

(6,380

)

 

(1)
Included in Other assets, net in the consolidated balance sheets.
(2)
Included in Other liabilities in the consolidated balance sheets.

The Company is a partner in eight wholly-owned DCEs in collaboration with 12 of its physician group partners operating in 10 geographies. The combined summarized operating results of the Company’s DCEs, which are recognized as equity income (loss), are as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Medical services revenue

 

$

1,071,302

 

 

$

437,081

 

Medical services expense

 

 

(991,565

)

 

 

(424,816

)

Other medical expenses(1)

 

 

(52,041

)

 

 

(12,219

)

Income (loss) from operations

 

 

14,294

 

 

 

(6,737

)

Net income (loss)(2)

 

 

10,556

 

 

 

(7,143

)

 

(1)
For the years ended December 31, 2022 and 2021, includes physician compensation expenses of $27.1 million and $1.0 million, respectively.
(2)
Included in Other income (expense), net in the consolidated statement of operations.

The combined summarized balance sheet of the Company’s DCEs are as follows (in thousands):

 

 

December 31,

 

 

 

2022

 

 

2021

 

Current and total assets

 

$

70,625

 

 

$

80,890

 

Current and total liabilities

 

 

67,343

 

 

 

88,033

 

 
v3.22.4
Related Party Transactions
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 19. Related Party Transactions

Significant Stockholders

Prior to the IPO, the Company maintained a consulting agreement with CD&R, for which it paid advisory consulting fees on a quarterly basis. For the years ended December 31, 2022, 2021 and 2020, the Company paid $0.2 million, $0.8 million and $1.5 million, respectively, to CD&R in advisory consulting fees, in addition to certain expense reimbursements. These are recorded in general and administrative expense in the accompanying consolidated statements of operations. In connection with the IPO, the Company and CD&R terminated the consulting agreement, effective April 16, 2021. The Company was not charged a fee in connection with the termination of this agreement.

Unsecured Debt

See Note 10 for details on the issuance of unsecured debt to a fund affiliated with CD&R.

Equity Method Investments

For the years ended December 31, 2022, 2021, and 2020, the Company incurred expenses of $9.6 million, $8.4 million, and $6.7 million, respectively for provider services delivered by Population Health, LLC, which is accounted for under the equity method based on 49% equity ownership interest held by the Company. As of December 31, 2022 and 2021, the Company had an outstanding payable to Population Health, LLC of $1.2 million and $1.0 million, respectively.

The Company is reimbursed for expenses paid on behalf of the DCEs. As of December 31, 2022 and 2021, the Company had an outstanding receivable from the DCEs of $6.9 million and $0.5 million, respectively.
v3.22.4
Discontinued Operations
 12 Months Ended
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

NOTE 20. Discontinued Operations

Discontinued operations is a component of an entity that has either been disposed of or is deemed held-for-sale and, (i) the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

During 2020, the Company implemented a plan to divest its California operations, which included the entirety of its Medicaid line of business, via three separate transactions with different parties. In August 2020, the Company disposed of its Southern California operations for a gross sales price of $2.5 million and recognized a gain on sale of $1.3 million. In October 2020, the Company disposed of its Fresno, California operations for a gross sales price of $26.0 million and recognized a gain on sale of approximately $19.1 million. The Company retained the working capital of both disposal groups and therefore such working capital accounts are not presented as assets and liabilities related to discontinued operations in the consolidated balance sheets. In December 2020, the Company signed a definitive agreement to sell its remaining California operations for a gross sales price of $1.0 million. The sale closed in February 2021.

The Company’s decision to exit California and the Medicaid line of business represents a strategic shift that will have a major effect on its operations and financial results. As such, the Company’s California operations are reflected in the consolidated financial statements as discontinued operations. Net income (loss) from discontinued operations for the year ended December 31, 2020 includes $3.7 million of severance related to the sale of the Company’s California operations.

 

The results of discontinued operations are as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

Medical services revenue

 

$

511

 

 

$

6,408

 

 

$

155,108

 

Other operating revenue

 

 

14

 

 

 

36

 

 

 

188

 

Total revenues

 

 

525

 

 

 

6,444

 

 

 

155,296

 

Expenses:

 

 

 

 

 

 

 

 

 

Medical services expense

 

 

34

 

 

 

(865

)

 

 

84,189

 

Other medical expenses

 

 

—

 

 

 

2,739

 

 

 

57,546

 

General and administrative

 

 

—

 

 

 

5,919

 

 

 

30,341

 

Depreciation and amortization

 

 

—

 

 

 

126

 

 

 

568

 

Income (loss) from operations

 

 

491

 

 

 

(1,475

)

 

 

(17,348

)

Other income (expense), net

 

 

—

 

 

 

(1,851

)

 

 

(2,351

)

Gain (loss) on sales of assets, net

 

 

—

 

 

 

473

 

 

 

20,401

 

Interest expense

 

 

—

 

 

 

(137

)

 

 

(350

)

Income (loss) before income taxes and noncontrolling interests

 

 

491

 

 

 

(2,990

)

 

 

352

 

Income tax benefit (expense)

 

 

(26

)

 

 

1,687

 

 

 

2,804

 

Net income (loss) from discontinued operations
  attributable to common shares

 

$

465

 

 

$

(1,303

)

 

$

3,156

 

 

The following table provides significant non-cash operating items for discontinued operations that are included in the consolidated statements of cash flows (in thousands):

 

 

 

Year Ended December 31,

 

 

2021

 

 

2020

 

 

Non-cash operating activities from discontinued operations:

 

 

 

 

 

 

 

Depreciation and amortization

 

$

126

 

 

$

568

 

 

Stock-based compensation expense

 

 

—

 

 

 

217

 

 

Deferred income taxes and uncertain tax positions

 

 

(1,697

)

 

 

(2,809

)

 

Release of indemnification assets

 

 

1,705

 

 

 

3,475

 

 

Other non-cash items

 

 

—

 

 

 

(1,212

)

 

There were no non-cash operating activities from discontinued operations for the year ended December 31, 2022.

Indemnification Assets

Indemnification assets have been established to offset certain pre-closing liabilities for which the prior owners of some of the Company’s California subsidiaries are obligated to indemnify the Company. The Company deems the amounts receivable under the indemnification agreements to be fully collectible should indemnification claims arise and, as such, a valuation allowance is not deemed necessary. During the years ended December 31, 2021 and 2020, the Company released $1.7 million, and $2.8 million, respectively, of indemnification assets in discontinued operations in the consolidated statements of operations as the corresponding pre-closing liabilities were released as a result of closing certain tax years (see below). No amounts were released during 2022.

Unrecognized Tax Benefits

As of December 31, 2022 and 2021, the Company has recorded a liability for unrecognized tax benefits of $1.6 million and $2.1 million, respectively, inclusive of accrued interest and penalties on unrecognized tax benefits. The liability, if reversed, would result in a tax benefit attributable to discontinued operations. During the year ended December 31, 2021, due to expiration of the 2016 U.S. federal statute of limitations, the Company reversed $5.6 million of tax liability, $1.1 million of accrued interest and $1.1 million of accrued penalties on unrecognized tax benefits and realized a tax benefit of $1.8 million attributable to discontinued operations.
v3.22.4
SCHEDULE I - Agilon health, inc.
 12 Months Ended
Dec. 31, 2022
Condensed Financial Information Disclosure [Abstract]  
Condensed Financial Information of Parent Company Only Disclosure [Text Block]

Schedule I: Condensed Financial Information Of Registrant

agilon health, inc.

(Parent Company Only)

CONDENSED BALANCE SHEETS

(in thousands, except per share data)

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

ASSETS

 

 

 

 

 

 

Prepaid expenses and other current assets, net

 

$

467

 

 

$

481

 

Total current assets

 

 

467

 

 

 

481

 

Investment in wholly owned subsidiary

 

 

977,883

 

 

 

1,015,564

 

Loans receivable

 

 

69,383

 

 

 

76,614

 

Total assets

 

$

1,047,733

 

 

$

1,092,659

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

Other liabilities

 

$

953

 

 

$

763

 

Stockholders' equity (deficit):

 

 

 

 

 

 

Common stock, $0.01 par value: 2,000,000 shares authorized;
   412,385 and 400,095 shares issued and outstanding, respectively

 

 

4,124

 

 

 

4,001

 

Additional paid-in capital

 

 

2,106,886

 

 

 

2,045,572

 

Accumulated deficit

 

 

(1,064,230

)

 

 

(957,677

)

Total stockholders' equity (deficit)

 

 

1,046,780

 

 

 

1,091,896

 

Total liabilities and stockholders’ equity (deficit)

 

$

1,047,733

 

 

$

1,092,659

 

 

See accompanying Notes to the Condensed Financial Statements.

agilon health, inc.

(Parent Company Only)

CONDENSED STATEMENTS OF OPERATIONS

(in thousands)

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Equity in net income (loss) of subsidiary

 

$

(107,281

)

 

$

(406,936

)

 

$

(60,052

)

Interest income

 

 

728

 

 

 

449

 

 

 

—

 

Net income (loss) attributable to common shares

 

$

(106,553

)

 

$

(406,487

)

 

$

(60,052

)

 

See accompanying Notes to the Condensed Financial Statements.

 

agilon health, inc.

(Parent Company Only)

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1. Description of agilon health, inc.

agilon health, inc., formerly Agilon Health Topco, Inc., (“Parent”) was incorporated in Delaware and indirectly owns 100% of the equity interest in agilon health management, inc. (“agilon”). Parent has no significant operations or assets other than its indirect ownership of the equity of agilon. Accordingly, Parent is dependent upon distributions from agilon to fund its obligations. However, under the terms of the agreements governing agilon’s borrowings, agilon’s ability to pay dividends or lend to Parent is restricted. While certain exceptions to the paying of dividends or lending funds restrictions exist, these restrictions have resulted in the restricted net assets (as defined in Rule 4-08(e)(3) of Regulation S-X) of Parent’s subsidiaries exceeding 25% of the consolidated net assets of Parent and its subsidiaries. agilon has no obligation to pay dividends to Parent.

Condensed statements of cash flows have not been presented, as agilon health, inc. did not have any cash as of, or for the years ended December 31, 2022, 2021 and 2020; see Note 3 for issuance of common stock.

NOTE 2. Basis of Presentation

The accompanying condensed Parent-only financial statements include the amounts of Parent and its investment in agilon under the equity method, and do not present the financial statements of Parent and agilon on a consolidated basis. Under the equity method, Parent’s investment in agilon is stated at cost plus contributions and equity in undistributed income (loss) of agilon less distributions received since the date of acquisition.

These condensed Parent-only financial statements have been prepared using the same accounting principles and policies described in the notes to the agilon health, inc. consolidated financial statements, with the only exception being that Parent accounts for its subsidiaries using the equity method. These condensed Parent-only financial statements should be read in conjunction with the agilon health, inc. consolidated financial statements and their accompanying notes.

NOTE 3. Equity

A discussion of Parent’s contingently redeemable common stock and stockholders’ equity activities for the years ended December 31, 2022, 2021 and 2020 can be found in Note 13 in “Notes to the Consolidated Financial Statements” of the consolidated financial statements of agilon health, inc.

There were no cash dividends paid to Parent from agilon’s consolidated subsidiaries for the years ended December 31, 2022, 2021 and 2020.

Supplemental Cash Flow Information

The following table provides supplemental cash flow information (in thousands):

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Supplemental disclosure of non-cash financing activities:

 

 

 

 

 

 

 

 

 

Reclassification of contingently redeemable common stock
   in connection with IPO

 

 

—

 

 

 

309,500

 

 

 

—

 

Issuance of common stock under partner physician group
   equity agreements upon IPO

 

 

—

 

 

 

268,467

 

 

 

—

 

Non-cash investment in unconsolidated subsidiaries

 

 

190

 

 

 

763

 

 

 

—

 

Settlement of stock-based liabilities

 

 

—

 

 

 

—

 

 

 

1,500

 

 

NOTE 4. Stock Incentive Plan

A discussion of Parent’s Stock Incentive Plan for the years ended December 31, 2022, 2021 and 2020 can be found in Note 14 in the section, “Notes to the Consolidated Financial Statements” of the consolidated financial statements of agilon health, inc.
v3.22.4
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of agilon health, inc., its wholly-owned subsidiaries and VIEs that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated in consolidation.

The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity that has any of the following three characteristics:

i.
the equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support;
ii.
substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights; or
iii.
the equity investors as a group lack any of the following:
•
the power through voting or similar rights to direct the activities of the entity that most significantly impact the entity’s economic performance;
•
the obligation to absorb the expected losses of the entity; or
•
the right to receive the expected residual returns of the entity.

The Company reassesses the designation of an entity as a VIE upon certain events, including, but not limited to:

i.
a change to the terms or in the ability of a party to exercise its kick-out rights;
ii.
a change in the capital structure of the entity; or
iii.
acquisitions or sales of interests that constitute a change of control.

The Company is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continuously assesses whether

it is (or is not) the primary beneficiary of a VIE. That assessment involves the consideration of various factors, including, but not limited to, the form of the Company’s ownership interest, its representation on the VIE’s governing body, the size and seniority of its investment, its ability and the rights of other variable interest holders to participate in policy making decisions, its ability to manage its ownership interest relative to the other variable interest holders, and its ability to liquidate the entity.
Use of Estimates

Use of Estimates

Management is required to make estimates and assumptions in the preparation of financial statements. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates can include, among other things, those used to determine revenues and related receivables from risk adjustment, medical services expense and related payables (including the reserve for incurred but not reported (“IBNR”) claims), and the valuation and related recognition of impairments of long-lived assets, including goodwill. Management’s estimates for revenue recognition, medical services expense and other estimates, judgments, and assumptions may be materially and adversely different from actual results. These estimates are based on knowledge of current events and anticipated future events, and accordingly, actual results may ultimately differ materially from those estimates.
Revenue Recognition And Receivables

Revenue Recognition and Receivables

Medical Services Revenue

Medical services revenue consists of capitation fees under contracts with various Medicare Advantage payors (“payors”). Under the typical capitation arrangement, the Company is entitled to monthly per-member, per-month (“PMPM”) fees to provide a defined range of healthcare services for Medicare Advantage health plan members (“members”) attributed to the Company’s contracted primary care physicians. PMPM fees are determined as a percent of the premium payors receive from the Centers for Medicare & Medicaid Services’ (“CMS”) for these members. The Company generally accepts full financial risk for members attributed to its contracted primary care physicians and therefore is responsible for the cost of all healthcare services required by those members. Fees are recorded gross in revenue because the Company is acting as a principal in coordinating and controlling the range of services provided (other than clinical decisions) under its capitation contracts with payors. Capitation contracts with payors are generally multi-year arrangements and have a single performance obligation that constitutes a series, as defined by Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers (“ASC 606”), to stand ready on a monthly basis to provide all aspects of necessary medical care to members for the contracted period. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term.

The transaction price for the Company’s capitation contracts is variable, as the PMPM fees to which the Company is 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. The Company and healthcare providers collect and submit the necessary and available diagnosis data to payors and such data is utilized by the Company 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 the Company’s contracts with payors. The Company recognizes 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.

Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers.

Receivables

Receivables primarily consist of amounts due under capitation contracts with various payors. Receivables due under capitation contracts are recorded monthly based on reports received from payors and management’s estimate of risk adjustment payments to be received in subsequent periods for open performance years. Receivables are recorded at the amount expected to be collected.

Medical services expenses and related payables

Medical Services Expenses and Related Payables

Medical Services Expense

Medical services expense represents costs incurred for medical services provided to members by physicians, hospitals and other ancillary providers for which the Company is financially responsible and that are paid either directly by the Company or by payors with whom the Company has contracted. Medical services expenses are recognized in the period in which services are provided and include estimates of claims that have been incurred but have either not yet been received, processed, or paid and as such, not reported.

Such estimates are developed using actuarial methods commonly used by health insurance actuaries that include a number of factors and assumptions including medical service utilization trends, changes in membership, observed medical cost trends, historical claim payment patterns and other factors. Generally, for the most recent months, the Company estimates claim costs incurred by applying observed medical cost trend factors to the average PMPM medical costs incurred in prior months for which more complete claims data are available.

Each period, the Company re-examines previously established medical claims payable estimates based on actual claim submissions and other changes in facts and circumstances. As more complete claims information becomes available, the Company adjusts its estimates and recognizes those changes in estimates in the period in which the change is identified. The difference between the estimated liability and the actual settlements of claims is recognized in the period the claims are settled. The Company’s medical claims payable balance represents management’s best estimate of its liability for unpaid medical costs as of December 31, 2022 and 2021. The Company uses judgment to determine the appropriate assumptions for developing the required estimates.

The Company assesses the profitability of its managed care capitation arrangement to identify contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future revenues, a premium deficiency reserve is recognized. Premium deficiency reserves as of December 31, 2022 and 2021 were immaterial.

Other Medical Expenses

Other medical expenses include: (i) partner physician compensation expense and (ii) other provider costs. Partner physician compensation expense relates to surplus sharing obligations to the Company’s physician partners. Other provider costs include payments for additional compensation to support physician-patient engagement and other care management expenses.
Goodwill and Amortizable Intangible Assets

Goodwill and Amortizable Intangible Assets

Goodwill represents the excess purchase price consideration over the estimated fair value of net assets acquired in a business combination. The Company tests goodwill for impairment annually in the fourth quarter, and on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company first assesses qualitative factors to determine whether it is more likely than not that the carrying value of a reporting unit exceeds its fair value. Qualitative analysis involves assessing situations and developments that could affect key drivers used to evaluate whether the value of goodwill is impaired. The Company’s procedures include assessing its financial performance, macroeconomic conditions, industry and market considerations, various asset-specific factors, and entity-specific events. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing.

In the quantitative assessment, the fair value of the reporting unit is determined primarily by an income approach, utilizing discounted cash flows and a market approach looking at comparable companies and related transactions. An impairment is recognized only to the extent that the carrying value of a reporting unit exceeds its fair value. If the fair value exceeds the carrying amount, goodwill is not considered impaired.

Amortizable intangible assets primarily relate to health plan contracts, trade names, provider networks and noncompete enforcement agreements. Amortizable intangible assets are amortized using the straight-line method over the useful life of these assets, generally between two and 30 years. The Company considers 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.

Amortizable intangible assets are subject to impairment tests when events or circumstances indicate that the carrying value of the asset, or related asset group, may not be recoverable. The Company compares the carrying value of an amortizable intangible asset (or asset group) to the future undiscounted cash flows generated by the asset (or asset group). The expected 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. When the carrying value of an intangible asset (or asset group) exceeds its expected future undiscounted cash flows, an impairment charge is recognized to the extent that the carrying value of the asset (or asset group) exceeds its fair value.

The impairment tests are based on financial projections prepared by management 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 intangible assets may be impaired.
Marketable Securities

Marketable Securities

The Company's investments in marketable debt securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in total stockholders' equity (deficit). The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. In general, the Company’s marketable securities are classified as current assets without regard to the securities’ contractual maturity dates because they may be readily liquidated.

Interest income, premium accretion/discount amortization, realized gains and losses on sales of securities, and other-than-temporary declines in the fair value of marketable securities, if any, are included as a component of other income (expense), net in the consolidated statements of operations. The cost of securities sold is based on the specific identification method.

At each reporting period, the Company evaluates available-for-sale marketable securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. The Company evaluates the underlying credit quality and credit ratings of the issuers, and, if necessary, the expected cash flows of the financial instruments. When the Company determines that the decline in fair value of an investment is below the carrying value and this decline is other-than-temporary, the Company reduces the carrying value of the marketable security it holds and records a loss for the amount of such decline. As of December 31, 2022, the Company did not record any impairment related to other-than-temporary declines in the fair value of marketable securities. See Note 4 for additional information.
Cash, Cash Equivalents, and Restricted Cash Equivalents

Cash, Cash Equivalents, and Restricted Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid financial instruments with maturities of three months or less when purchased, which includes investments in short-term money market funds. The Company maintains its cash on hand in bank deposit accounts which, at times, may exceed federally insured limits. Restricted cash and equivalents primarily consist of amounts used as collateral to secure letters of credit which the Company is required to maintain pursuant to contracts with payors. Such amounts are generally maintained in certificates of deposit to satisfy these obligations and are presented as restricted cash equivalents in the consolidated balance sheets. As of December 31, 2022 and 2021, certificates of deposit totaled $8.2 million and $9.8 million, respectively.
Property and Equipment

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. If acquired through a business combination, property and equipment are recorded at fair value at the date of acquisition. Costs incurred that significantly extend the useful life of the related assets are capitalized, while repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, except for land, which is not depreciated.

The following represents the estimated useful lives for property and equipment:

 

 

 

Years

Computer equipment and software

 

3 – 5

Furniture and fixtures

 

5 – 7

 

Leasehold improvements are depreciated over the shorter of the assets’ estimated useful life or term of the lease.

Leases

Leases

The Company determines whether a contract contains a lease based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset that the Company does not own and whether it has the right to direct the use of that identified asset in exchange for consideration. The Company determines whether an arrangement constitutes a lease at inception. Under ASC 842, a practical expedient was offered to lessees to make a policy election, which the Company elected, to not separate lease and non-lease components, but rather account for the combined components as a single lease component. The Company’s operating leases consist primarily of long-term leases for office space. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Most leases include one or more options to renew, with renewal terms that can extend the lease. The exercise of renewal options is at the sole discretion of the Company. ROU assets are recognized as the lease liability, adjusted for initial direct costs incurred and tenant lease incentives received. Lease liabilities are recognized as the present value of the future minimum lease payments at the lease commencement date. Since none of the Company’s leases provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The incremental borrowing rate is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and based on the resulting interest the Company would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments is incurred. Short-term leases (those with terms of 12 months or less) are not recorded as ROU assets or liabilities in the consolidated balance sheets. For short-term leases, the Company recognizes rent expense in the consolidated statements of operations on a straight-line basis over the lease term.

Operating leases are included in other assets, net, accounts payable and accrued expenses, and other liabilities on the Company’s consolidated balance sheets. See Note 6 for additional information.
Issuance Costs

Issuance Costs

Debt issuance costs related to debt instruments (excluding line of credit arrangements) are deferred, recorded as a reduction of the related debt liability, and amortized to interest expense over the remaining term of the related debt liability utilizing the effective interest method. Debt issuance costs related to line of credit arrangements are deferred, included in other assets, and amortized to interest expense on a straight-line basis over the remaining term of the related line of credit arrangement. Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital.
Contingently redeemable common stock

Contingently Redeemable Common Stock

Prior to the completion of the IPO in April 2021, certain of the Company’s investment agreements with third-party investors could require the Company to repurchase shares in certain limited circumstances. As the redemption feature was outside the control of the Company, the related capital contributions did not qualify as permanent equity and were classified as temporary equity in the mezzanine section of the consolidated balance sheets. Such redemption feature terminated upon the completion of the IPO in April 2021 and accordingly, such common stock was reclassified from temporary equity in the mezzanine section of the consolidated balance sheet to permanent equity.
Net Income (Loss) Per Share

Net Income (Loss) Per Share

Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shares by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is calculated by including the effect of dilutive securities using the treasury stock method. The treasury stock method assumes a hypothetical issuance of shares to settle stock-based awards, with the assumed proceeds used to purchase common stock at the average market price for the period. Assumed proceeds include the amount the employee must pay upon exercise and the average unrecognized compensation cost. The difference between the number of shares assumed issued and number of shares assumed purchased represents the dilutive shares. Basic net loss per share is the same as diluted net loss per share for the periods presented, as the inclusion of all potential common shares outstanding would have been anti-dilutive.

Share Based Compensation

Stock-based Compensation

Stock-based compensation expense for common stock options is recognized based on the fair value of the award as determined on the grant date using the Black-Scholes option pricing model. Stock-based compensation expense is generally recognized on a straight-line basis over the vesting period. Compensation cost for options that vest based on performance conditions, in addition to the continued service period, is recognized when the related performance condition is deemed to be probable of achievement. The fair value of awards with market conditions are valued using the Monte Carlo simulation model. Forfeitures of stock-based awards are recognized as they occur.

Prior to the IPO, the Company determined the fair value of its shares at the grant dates by considering several objective and subjective factors, including the price paid by investors for common stock, actual and forecasted operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the likelihood of achieving a liquidity event, and transactions involving its common stock. The fair value of the Company’s common stock prior to the IPO was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, Valuation of Privately Held Company Equity Securities Issued as Compensation. See Note 14 for additional information.

Income Taxes

Income Taxes

Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The carrying value of the Company’s net deferred tax assets is based on whether it is more likely than not that the Company will

generate sufficient future taxable income to realize the deferred tax assets. A valuation allowance is established for deferred tax assets, which the Company does not believe meet the “more likely than not” threshold. The Company’s judgments regarding future taxable income may change over time due to changes in market conditions, changes in tax laws, tax planning strategies, or other factors. If the Company’s assumptions and, consequently, its estimates, change in the future, the valuation allowance may materially increase or decrease, resulting in a decrease or increase, respectively, in income tax benefit and the related impact on the Company’s reported net income (loss).

The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than likely of being realized and effectively settled. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and that may not accurately forecast actual outcomes. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as additional income taxes.
Fair Value Measurement

Fair Value Measurement

The Company’s financial instruments consist of cash and cash equivalents, restricted cash and cash equivalents, marketable securities (see Note 4), receivables, other liabilities, accounts payable, certain accrued expenses, and borrowings which consist of a term loan and a revolving credit facility (see Note 11). The carrying values of the financial instruments classified as current in the consolidated balance sheets approximate their fair values due to their short-term maturities. The Company's cash and cash equivalents are classified within Level 1 of the fair value hierarchy. The Company may be required, from time to time, to measure its loans to physician partner groups in connection with taxes payable on shares distributed to them upon completion of the IPO at fair value on a nonrecurring basis. Such measurements are classified within Level 2 of the fair value hierarchy. The carrying values of the term loan and revolving credit facility are a reasonable estimate of fair value because the interest rates on such borrowings approximate market rates as of the reporting date. Such borrowings are classified within Level 2 of the fair value hierarchy. During the years ended December 31, 2022 and 2021, there were no material transfers of financial assets or liabilities within the fair value hierarchy.

The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

•
Level 1—quoted prices for identical instruments in active markets;
•
Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
•
Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company is responsible for determining fair value, as well as for assigning the appropriate level within the fair value hierarchy, based on the significance of unobservable inputs. The Company reviews methodologies, processes and controls of third-party pricing services and performs ongoing analyses of both prices received from third-party pricing services and those developed internally to determine whether they represent appropriate estimates of fair value.
Segment Reporting

Segment Reporting

The Company is organized as a single operating and reportable segment based on the manner in which the Chief Executive Officer, who is the chief operating decision maker, evaluates performance and makes decisions about how to allocate resources.
Disposition of California Operations

Disposition of California Operations

During 2020, the Company implemented a plan to divest its California operations, which included the entirety of its Medicaid line of business, via three separate transactions with different parties. In August 2020, the Company disposed of its Southern California operations for a gross sales price of $2.5 million and recognized a gain on sale of $1.3 million. In October 2020, the Company disposed of its Fresno, California operations for a gross sales price of $26.0 million and recognized a gain on sale of approximately $19.1 million. In December 2020, the Company signed a definitive agreement to sell its remaining California operations for a gross sales price of $1.0 million. The sale closed in February 2021. The Company’s decision to exit California and the Medicaid line of business represents a strategic shift that will have a major effect on its operations and financial results. As such, the Company’s California operations are reflected in the consolidated financial statements as discontinued operations. See Note 20 for additional information.
v3.22.4
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Summary of estimated useful lives for property and equipment

The following represents the estimated useful lives for property and equipment:

 

 

 

Years

Computer equipment and software

 

3 – 5

Furniture and fixtures

 

5 – 7
v3.22.4
Concentration Credit Risk (Tables)
 12 Months Ended
Dec. 31, 2022
Risks and Uncertainties [Abstract]  
Schedules of Concentration of Risk as a Percentage of Revenues and Receivables

The following table provides the Company’s revenue concentrations with respect to major payors as a percentage of the Company’s total revenues:

 

 

 

Year Ended December 31,

 

 

 

 

2022

 

 

2021

 

 

2020

 

 

Payor A

 

 

25

%

 

 

26

%

 

 

38

%

 

Payor B

 

 

19

%

 

 

20

%

 

 

20

%

 

Payor C

 

 

14

%

 

 

16

%

 

 

11

%

 

Payor D

 

 

10

%

 

 

11

%

 

*

 

 

 

* Less than 10% of total revenues.

The following table provides the Company’s concentrations of credit risk with respect to major payors as a percentage of receivables, net:

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Payor A

 

 

13

%

 

 

18

%

Payor B

 

 

20

%

 

 

21

%

Payor C

 

 

10

%

 

 

14

%

Payor D

 

 

10

%

 

 

12

%

Payor E

 

 

11

%

 

*

 

 

* Less than 10% of total receivables.
v3.22.4
Marketable Securities and Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2022
Debt Securities [Abstract]  
Summary of Marketable Securities

The following table summarizes the Company’s marketable securities (in thousands):

 

 

December 31, 2022

 

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

$

255,613

 

 

$

60

 

 

$

(3,240

)

 

$

252,433

 

U.S. Treasury notes

 

 

151,873

 

 

 

—

 

 

 

(2,306

)

 

 

149,567

 

Other

 

 

9,975

 

 

 

—

 

 

 

(74

)

 

 

9,901

 

 

 

$

417,461

 

 

$

60

 

 

$

(5,620

)

 

$

411,901

 
For the year ending December 31, 2022, the Company recognized total interest income of $14.5 million, of which $8.1 million was related to its marketable securities investments and $6.4 million was related to interest on cash and cash equivalent balances. At December 31, 2022, substantially all the Company's investment positions were in an unrealized loss position.
Summarizes Marketable Securities Maturity

The following table summarizes the Company’s marketable securities maturity as of December 31, 2022 (in thousands):

Year

 

Amortized Cost

 

 

Fair Value

 

2023

 

$

128,537

 

 

$

127,517

 

2024

 

 

141,385

 

 

 

139,332

 

2025

 

 

147,539

 

 

 

145,052

 

 

 

$

417,461

 

 

$

411,901

 
Summary of fair value assets measured on recurring basis

The table below summarizes the Company’s financial instruments measured at fair value on a recurring basis (in thousands):

 

 

December 31, 2022

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Marketable securities:

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

$

—

 

 

$

252,433

 

 

$

—

 

U.S. Treasury notes

 

 

149,567

 

 

 

—

 

 

 

—

 

Other

 

 

9,901

 

 

 

—

 

 

 

—

 

 

 

$

159,468

 

 

$

252,433

 

 

$

—

 
v3.22.4
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Summary of estimated useful lives for property and equipment

The following table summarizes the Company’s property and equipment (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Computer equipment and software

 

$

25,186

 

 

$

12,769

 

Furniture and fixtures

 

 

2,249

 

 

 

2,889

 

Leasehold improvements

 

 

1,996

 

 

 

1,708

 

 

 

 

29,431

 

 

 

17,366

 

Less: accumulated depreciation

 

 

(9,381

)

 

 

(8,205

)

Property and equipment, net

 

$

20,050

 

 

$

9,161

 
v3.22.4
Leases (Tables)
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Summary of balance sheet information operating leases lessee

The Company has operating leases for corporate offices and certain equipment. The following tables provide information regarding the Company’s operating leases for which it is the lessee (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

ROU asset:

 

 

 

 

 

 

Other assets, net

 

$

13,029

 

 

$

11,739

 

Lease liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

3,704

 

 

$

3,307

 

Other liabilities

 

 

9,885

 

 

 

7,904

 

Total operating lease liabilities

 

$

13,589

 

 

$

11,211

 
Summary lease cost

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Operating lease costs

 

$

5,106

 

 

$

4,832

 

 

$

4,152

 

Short-term lease costs

 

 

—

 

 

 

—

 

 

 

29

 

Variable lease costs

 

 

1,044

 

 

 

965

 

 

 

949

 

Total lease costs

 

$

6,150

 

 

$

5,797

 

 

$

5,130

 
Summary of supplementary cash flow information for operating leases

 

 

Year Ended December 31,

 

Supplemental Cash Flow Information

 

2022

 

 

2021

 

 

2020

 

Cash paid for amounts included in the measurement of lease
   liability:

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

4,960

 

 

$

4,409

 

 

$

4,495

 

ROU asset obtained in exchange for new lease liability:

 

 

 

 

 

 

 

 

 

Operating leases

 

$

8,200

 

 

$

5,116

 

 

$

363

 
Summary of weighted average discount rate and remaining lease term operating lease

 

 

December 31,

 

Weighted Average Lease Term and Discount Rate

 

2022

 

 

2021

 

Weighted average remaining lease term (years):

 

 

 

 

 

 

Operating leases

 

 

6

 

 

 

5

 

Weighted average discount rate:

 

 

 

 

 

 

Operating leases

 

 

5.47

%

 

 

8.15

%

 
Summary of operating lease

The following table summarizes future minimum lease obligations under non-cancelable operating leases as of December 31, 2022 (in thousands):

 

Year

 

Amount

 

2023

 

$

3,840

 

2024

 

 

2,444

 

2025

 

 

2,348

 

2026

 

 

2,223

 

2027

 

 

1,140

 

Thereafter

 

 

3,955

 

Undiscounted minimum lease payments payable

 

 

15,950

 

Less: imputed interest

 

 

(2,361

)

Present value of lease liability

 

$

13,589

 
v3.22.4
Goodwill and Amortizable Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of amortizable Intangible assets

The following table summarizes the Company’s amortizable intangible assets as of December 31, 2022 (dollars in thousands):

 

 

 

Useful Life
(Years)

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Value

 

Health plan contracts

 

15

 

$

39,700

 

 

$

(16,983

)

 

$

22,717

 

Trade names

 

15-30

 

 

20,300

 

 

 

(4,342

)

 

 

15,958

 

Provider networks

 

10-15

 

 

8,400

 

 

 

(3,593

)

 

 

4,807

 

Noncompete enforcement agreements

 

1-5

 

 

59,669

 

 

 

(36,100

)

 

 

23,569

 

Other

 

4-15

 

 

2,700

 

 

 

(2,071

)

 

 

629

 

 

 

 

 

$

130,769

 

 

$

(63,089

)

 

$

67,680

 

 

The following table summarizes the Company’s amortizable intangible assets as of December 31, 2021 (dollars in thousands):

 

 

 

Useful Life
(Years)

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Value

 

Health plan contracts

 

15

 

$

39,700

 

 

$

(14,336

)

 

$

25,364

 

Trade names

 

15-30

 

 

20,300

 

 

 

(3,665

)

 

 

16,635

 

Provider networks

 

10-15

 

 

8,400

 

 

 

(3,033

)

 

 

5,367

 

Noncompete enforcement agreements

 

2-5

 

 

37,599

 

 

 

(30,355

)

 

 

7,244

 

Other

 

4-15

 

 

2,700

 

 

 

(1,912

)

 

 

788

 

 

 

 

 

$

108,699

 

 

$

(53,301

)

 

$

55,398

 
Summary of estimated annual amortization

The following table summarizes the estimated annual amortization for each of the five succeeding fiscal years and thereafter as of December 31, 2022 (in thousands):

 

Year

 

Amount

 

2023

 

$

8,800

 

2024

 

 

7,777

 

2025

 

 

7,162

 

2026

 

 

6,905

 

2027

 

 

6,359

 

Thereafter

 

 

30,677

 

 

 

$

67,680

 
v3.22.4
Other Assets (Tables)
 12 Months Ended
Dec. 31, 2022
Other Assets [Abstract]  
Schedule of Other Assets

The following table summarizes the Company’s other assets (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Loans to physician partners

 

$

69,383

 

 

$

76,821

 

Health plan deposits

 

 

11,728

 

 

 

11,523

 

Equity method investments

 

 

17,352

 

 

 

6,690

 

Right of use asset

 

 

13,029

 

 

 

11,739

 

Other

 

 

5,432

 

 

 

6,185

 

 

 

$

116,924

 

 

$

112,958

 

See Note 6 for additional discussions related to right of use asset and Note 18 for equity method liabilities related to the Company's DCE investments.
v3.22.4
Medical Claims and Related Payables (Tables)
 12 Months Ended
Dec. 31, 2022
Insurance [Abstract]  
Summary Changes in Medical Claims and Related Payables The following table presents the components of changes in medical claims and related payables (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Medical claims and related payables, beginning of the year

 

$

239,014

 

 

$

164,161

 

 

$

121,779

 

Components of incurred costs related to:

 

 

 

 

 

 

 

 

 

Current year

 

 

2,387,374

 

 

 

1,645,137

 

 

 

1,026,940

 

Prior years

 

 

12,424

 

 

 

2,522

 

 

 

(5,063

)

Discontinued operations - current year

 

 

—

 

 

 

1,234

 

 

 

85,732

 

Discontinued operations - prior years

 

 

34

 

 

 

(2,099

)

 

 

(1,543

)

 

 

 

2,399,832

 

 

 

1,646,794

 

 

 

1,106,066

 

Claims paid related to:

 

 

 

 

 

 

 

 

 

Current year

 

 

(2,051,036

)

 

 

(1,416,404

)

 

 

(870,979

)

Prior years

 

 

(247,873

)

 

 

(151,128

)

 

 

(94,868

)

Discontinued operations - current year

 

 

—

 

 

 

(1,234

)

 

 

(80,754

)

Discontinued operations - prior years

 

 

(189

)

 

 

(3,175

)

 

 

(17,083

)

 

 

 

(2,299,098

)

 

 

(1,571,941

)

 

 

(1,063,684

)

Medical claims and related payables, end of the year

 

$

339,748

 

 

$

239,014

 

 

$

164,161

 
v3.22.4
Other Liabilities (Tables)
 12 Months Ended
Dec. 31, 2022
Other Liabilities [Abstract]  
Summary of Other Liabilities

The following table summarizes the Company’s other liabilities (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Other long-term contingencies

 

$

62,931

 

 

$

71,344

 

Lease liabilities, long-term

 

 

9,885

 

 

 

7,904

 

Equity method liabilities - DCEs

 

 

4,657

 

 

 

6,380

 

Other

 

 

5,813

 

 

 

8,667

 

 

 

$

83,286

 

 

$

94,295

 
v3.22.4
Debt (Tables)
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Schedule of loan maturity and scheduled principal repayments

The following table summarizes the Company’s stated term loan maturity and scheduled principal repayments as of December 31, 2022 (in thousands):

Year

 

Term Loan

 

2023

 

$

5,000

 

2024

 

 

6,250

 

2025

 

 

10,000

 

2026

 

 

22,500

 

 

 

 

43,750

 

Debt costs

 

 

(268

)

 

 

$

43,482

 
v3.22.4
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Schedules of Commitments and contingencies

The following table summarizes the Company’s contractual obligations, excluding operating leases (see Note 6) and debt service obligations (see Note 11), as of December 31, 2022 (in thousands):

 

 

 

Total

 

 

2023

 

 

2024-2025

 

 

2026-2027

 

 

More than
Five Years

 

Capital commitments(1)

 

$

134,835

 

 

$

112,092

 

 

$

17,243

 

 

$

5,500

 

 

$

—

 

 

(1)
Represents capital commitments to physician partners to support physician partner expansion and related purposes.
v3.22.4
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Summary of Outstanding Base Options Consisted

The Company’s outstanding Base Options consisted of the following (shares in thousands):

 

 

 

Shares

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual Term
(in years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Stock options outstanding as of January 1, 2022

 

 

17,201

 

 

$

4.26

 

 

 

 

 

 

 

Granted

 

 

995

 

 

 

22.80

 

 

 

 

 

 

 

Exercised

 

 

(6,776

)

 

 

1.70

 

 

 

 

 

 

 

Forfeited

 

 

(782

)

 

 

10.62

 

 

 

 

 

 

 

Stock options outstanding as of December 31, 2022

 

 

10,638

 

 

$

7.15

 

 

 

6.6

 

 

$

109,236

 

Expected to vest as of December 31, 2022

 

 

4,293

 

 

$

12.04

 

 

 

7.9

 

 

$

29,284

 

Exercisable as of December 31, 2022

 

 

6,345

 

 

$

3.85

 

 

 

5.9

 

 

$

79,952

 

The Company’s outstanding Upside Options consisted of the following (shares in thousands):

 

 

 

Shares

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual Term
(in years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Stock options outstanding as of January 1, 2022

 

 

14,428

 

 

$

6.21

 

 

 

 

 

 

 

Exercised

 

 

(5,147

)

 

 

4.35

 

 

 

 

 

 

 

Forfeited

 

 

(114

)

 

 

14.80

 

 

 

 

 

 

 

Stock options outstanding as of December 31, 2022

 

 

9,167

 

 

$

7.16

 

 

 

5.9

 

 

$

85,160

 

Expected to vest as of December 31, 2022

 

 

2,335

 

 

$

11.38

 

 

 

7.5

 

 

$

13,072

 

Exercisable as of December 31, 2022

 

 

6,832

 

 

$

5.71

 

 

 

5.4

 

 

$

72,088

 

The following table summarizes employee restricted stock award activity, including performance stock units, for the year ended December 31, 2022 (units in thousands):

 

 

Restricted
Stock
Units

 

 

Weighted-Average Grant-Date Fair Value

 

Unvested as of January 1, 2022

 

 

1,125

 

 

$

18.41

 

Granted

 

 

1,320

 

 

 

21.89

 

Vested

 

 

(404

)

 

 

9.77

 

Forfeited

 

 

(219

)

 

 

22.49

 

Unvested as of December 31, 2022

 

 

1,822

 

 

 

22.35

 
Base Options  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Summary of Black-Scholes Option Pricing Model

The assumptions used for the Black-Scholes option pricing model to determine the fair value of Base Options granted are as follows:

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Risk-free interest rate

 

1.94% -4.18%

 

 

0.75% - 1.58%

 

 

0.43% - 1.68%

 

Expected dividends

 

$

—

 

 

$

—

 

 

$

—

 

Expected volatility

 

48.66% -64.29%

 

 

58.95% - 63.33%

 

 

59.39% - 63.47%

 

Expected term (in years)

 

6.25

 

 

6.25

 

 

6.25

 

 
Non Employee Awards  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Summary of Outstanding Base Options Consisted summarizes Physician Partners Equity Awards activity, including performance stock units, for the year ended December 31, 2022 (units in thousands):

 

 

Restricted
Stock
Units

 

 

Weighted-Average Grant-Date Fair Value

 

Unvested as of January 1, 2022

 

 

292

 

 

$

25.95

 

Granted

 

 

5,206

 

 

 

21.93

 

Vested

 

 

(38

)

 

 

25.95

 

Unvested as of December 31, 2022

 

 

5,460

 

 

 

22.12

 
For
v3.22.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of Income Tax Expenses (Benefit) Income tax expense (benefit) from continuing operations consisted of the following (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

113

 

 

$

—

 

 

$

—

 

State

 

 

997

 

 

 

1,289

 

 

 

856

 

 

 

 

1,110

 

 

 

1,289

 

 

 

856

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

288

 

 

 

(166

)

 

 

38

 

State

 

 

242

 

 

 

(237

)

 

 

(29

)

 

 

 

530

 

 

 

(403

)

 

 

9

 

Income tax expense (benefit)

 

$

1,640

 

 

$

886

 

 

$

865

 
Schedule of Difference Between Taxes Computed the U.S. Statutory Rate and Taxes Recorded

The principal items accounting for the difference between taxes computed at the U.S. statutory rate and taxes recorded consisted of the following (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Computed tax at US federal statutory rate of 21%

 

$

(21,211

)

 

$

(84,966

)

 

$

(13,129

)

Increase (decrease) in taxes resulting from:

 

 

 

 

 

 

 

 

 

State taxes, net of federal impact

 

 

723

 

 

 

715

 

 

 

840

 

Stock-based compensation

 

 

(47,868

)

 

 

(44,088

)

 

 

—

 

Nondeductible compensation

 

 

23,570

 

 

 

4,054

 

 

 

—

 

Unrecognized tax benefit

 

 

—

 

 

 

238

 

 

 

(71

)

Permanent differences

 

 

(155

)

 

 

1,336

 

 

 

850

 

Valuation allowance

 

 

45,234

 

 

 

122,599

 

 

 

12,443

 

Other, net

 

 

1,347

 

 

 

998

 

 

 

(68

)

Income tax expense (benefit)

 

$

1,640

 

 

$

886

 

 

$

865

 
Schedule of Components of Net Deferred Tax Liability Components of the net deferred tax liability consisted of the following (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Deferred income tax assets:

 

 

 

 

 

 

Net operating and capital losses

 

$

293,221

 

 

$

237,877

 

State taxes

 

 

260

 

 

 

332

 

Accrued expenses

 

 

15,920

 

 

 

19,828

 

Transaction costs

 

 

736

 

 

 

811

 

Stock-based compensation

 

 

6,314

 

 

 

4,331

 

Lease liabilities

 

 

3,285

 

 

 

2,610

 

Interest limitation

 

 

4,226

 

 

 

5,850

 

Intangible assets

 

 

—

 

 

 

4,022

 

Other, net

 

 

1,156

 

 

 

111

 

Total deferred income tax assets

 

$

325,118

 

 

$

275,772

 

Deferred income tax liabilities:

 

 

 

 

 

 

Property and equipment

 

$

—

 

 

$

(203

)

ROU assets

 

 

(3,155

)

 

 

(2,728

)

Intangible assets

 

 

(6,220

)

 

 

(11,032

)

Investments in partnerships and affiliates

 

 

(2,238

)

 

 

(1,402

)

Total deferred income tax liabilities

 

$

(11,613

)

 

$

(15,365

)

Valuation allowance

 

 

(314,166

)

 

 

(260,571

)

Net deferred income tax liabilities

 

$

(661

)

 

$

(164

)
Summary of Unrecognized Tax Benefit

The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Balance at beginning of the year

 

$

5,919

 

 

$

8,914

 

 

$

10,839

 

Additions related to current year

 

 

35

 

 

 

2,636

 

 

 

384

 

Additions (reductions) related to prior years

 

 

(137

)

 

 

—

 

 

 

565

 

Reductions related to settlements with taxing authorities

 

 

(605

)

 

 

(5,631

)

 

 

—

 

Reductions related to the lapse of applicable statute of
   limitations

 

 

—

 

 

 

—

 

 

 

(2,874

)

Balance at end of the year

 

$

5,212

 

 

$

5,919

 

 

$

8,914

 
v3.22.4
Net Income (Loss) Per Common Share (Tables)
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Net income (loss) per share attributable to common stockholders

The following table illustrates the computation of basic and diluted EPS (in thousands, except per share amounts):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Numerator

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(107,329

)

 

$

(405,484

)

 

$

(63,208

)

Noncontrolling interests’ share in (earnings) loss from
   continuing operations

 

 

311

 

 

 

300

 

 

 

—

 

Net income (loss) attributable to common stockholders
   before discontinued operations

 

 

(107,018

)

 

 

(405,184

)

 

 

(63,208

)

Income (loss) from discontinued operations

 

 

465

 

 

 

(1,303

)

 

 

3,156

 

Net income (loss) attributable to common stockholders

 

$

(106,553

)

 

$

(406,487

)

 

$

(60,052

)

Denominator

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, basic and diluted

 

 

408,154

 

 

 

372,931

 

 

 

323,462

 

Net income (loss) per share attributable to
   common stockholders

 

 

 

 

 

 

 

 

 

Net income (loss) per common share from continuing operations,
   basic and diluted

 

$

(0.26

)

 

$

(1.09

)

 

$

(0.20

)

Net income (loss) per common share from discontinued
   operations, basic and diluted

 

$

—

 

 

$

—

 

 

$

0.01

 
Summary of Weighted-average Potential Shares of Common Stock Were Excluded From Calculation of Diluted Net Income (Loss) Per Share Attributable to Common Stockholders The following table provides the potential shares of common stock that were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Stock options - service only condition

 

 

10,638

 

 

 

17,201

 

 

 

23,646

 

Stock options - market and performance condition(1)

 

 

9,167

 

 

 

14,428

 

 

 

17,675

 

Restricted stock units

 

 

7,282

 

 

 

894

 

 

 

110

 

 

(1)
Market and performance conditions were satisfied during 2021.
v3.22.4
Supplemental Cash Flow Information (Tables)
 12 Months Ended
Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]  
Summary of Supplemental Cash Flow Information

The following table provides supplemental cash flow information (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

Interest paid

 

$

3,672

 

 

$

4,824

 

 

$

7,086

 

Income taxes paid (refunded), net

 

 

5,313

 

 

 

1,819

 

 

 

2

 

Supplemental disclosure of non-cash financing activities:

 

 

 

 

 

 

 

 

 

Reclassification of contingently redeemable common stock
   in connection with IPO

 

 

—

 

 

 

309,500

 

 

 

—

 

Issuance of common stock under partner physician group
   equity agreements upon IPO

 

 

—

 

 

 

268,467

 

 

 

—

 

Offering costs accrued at end of period

 

 

—

 

 

 

295

 

 

 

—

 

Non-cash investment in unconsolidated subsidiaries

 

 

190

 

 

 

763

 

 

 

—

 

Settlement of stock-based liabilities

 

 

—

 

 

 

—

 

 

 

1,500

 

Settlement of loans receivable with services provided

 

 

—

 

 

 

—

 

 

 

2,047

 
Summary of Cash, Cash Equivalents and Restricted Cash Equivalents from Continuing Operations

The following table summarizes cash, cash equivalents and restricted cash equivalents from continuing operations (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Cash and cash equivalents

 

$

497,070

 

 

$

1,040,039

 

Restricted cash and equivalents

 

 

10,610

 

 

 

14,781

 

Cash, cash equivalents and restricted cash equivalents

 

$

507,680

 

 

$

1,054,820

 
v3.22.4
Variable Interest Entities (Tables)
 12 Months Ended
Dec. 31, 2022
Variable Interest Entities [Abstract]  
Summary of Consolidated Asset and Liabilities Include VIE Assets and Liabilities

agilon health, inc.’s consolidated assets and liabilities include VIE assets and liabilities as follows (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Assets(1)

 

 

 

 

 

 

Cash and cash equivalents

 

$

155,819

 

 

$

104,741

 

Restricted cash equivalents

 

 

10,610

 

 

 

13,210

 

Receivables, net

 

 

492,077

 

 

 

276,590

 

Prepaid expenses and other current assets, net

 

 

15,515

 

 

 

7,046

 

Property and equipment, net

 

 

1,567

 

 

 

1,147

 

Intangible assets, net

 

 

17,347

 

 

 

7,220

 

Other assets, net

 

 

10,371

 

 

 

10,580

 

Liabilities(1)

 

 

 

 

 

 

Medical claims and related payables

 

 

300,798

 

 

 

195,812

 

Accounts payable and accrued expenses

 

 

159,526

 

 

 

81,702

 

Other liabilities

 

 

2,059

 

 

 

4,521

 

 

(1)
Assets and liabilities of VIEs presented above include the assets and liabilities of the Company’s Independent Practice Associations in California, which are consolidated VIEs and whose operations are reflected in the consolidated financial statements as discontinued operations.
Schedule of Equity Method Investments

The following table summarizes the Company’s equity method investments (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Equity method investments - Other(1)

 

$

8,329

 

 

$

6,690

 

Equity method investments - DCEs(1)

 

 

9,023

 

 

 

—

 

Equity method liabilities - DCEs(2)

 

 

(4,657

)

 

 

(6,380

)

 

(1)
Included in Other assets, net in the consolidated balance sheets.
(2)
Included in Other liabilities in the consolidated balance sheets.
Summary of Operating Results The combined summarized operating results of the Company’s DCEs, which are recognized as equity income (loss), are as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Medical services revenue

 

$

1,071,302

 

 

$

437,081

 

Medical services expense

 

 

(991,565

)

 

 

(424,816

)

Other medical expenses(1)

 

 

(52,041

)

 

 

(12,219

)

Income (loss) from operations

 

 

14,294

 

 

 

(6,737

)

Net income (loss)(2)

 

 

10,556

 

 

 

(7,143

)

 

(1)
For the years ended December 31, 2022 and 2021, includes physician compensation expenses of $27.1 million and $1.0 million, respectively.
(2)
Included in Other income (expense), net in the consolidated statement of operations.
Summarized balance sheet

The combined summarized balance sheet of the Company’s DCEs are as follows (in thousands):

 

 

December 31,

 

 

 

2022

 

 

2021

 

Current and total assets

 

$

70,625

 

 

$

80,890

 

Current and total liabilities

 

 

67,343

 

 

 

88,033

 

 
v3.22.4
Discontinued Operations (Tables)
 12 Months Ended
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Summary of Financial Statements Related to Discontinued Operations

The results of discontinued operations are as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

Medical services revenue

 

$

511

 

 

$

6,408

 

 

$

155,108

 

Other operating revenue

 

 

14

 

 

 

36

 

 

 

188

 

Total revenues

 

 

525

 

 

 

6,444

 

 

 

155,296

 

Expenses:

 

 

 

 

 

 

 

 

 

Medical services expense

 

 

34

 

 

 

(865

)

 

 

84,189

 

Other medical expenses

 

 

—

 

 

 

2,739

 

 

 

57,546

 

General and administrative

 

 

—

 

 

 

5,919

 

 

 

30,341

 

Depreciation and amortization

 

 

—

 

 

 

126

 

 

 

568

 

Income (loss) from operations

 

 

491

 

 

 

(1,475

)

 

 

(17,348

)

Other income (expense), net

 

 

—

 

 

 

(1,851

)

 

 

(2,351

)

Gain (loss) on sales of assets, net

 

 

—

 

 

 

473

 

 

 

20,401

 

Interest expense

 

 

—

 

 

 

(137

)

 

 

(350

)

Income (loss) before income taxes and noncontrolling interests

 

 

491

 

 

 

(2,990

)

 

 

352

 

Income tax benefit (expense)

 

 

(26

)

 

 

1,687

 

 

 

2,804

 

Net income (loss) from discontinued operations
  attributable to common shares

 

$

465

 

 

$

(1,303

)

 

$

3,156

 

 

The following table provides significant non-cash operating items for discontinued operations that are included in the consolidated statements of cash flows (in thousands):

 

 

 

Year Ended December 31,

 

 

2021

 

 

2020

 

 

Non-cash operating activities from discontinued operations:

 

 

 

 

 

 

 

Depreciation and amortization

 

$

126

 

 

$

568

 

 

Stock-based compensation expense

 

 

—

 

 

 

217

 

 

Deferred income taxes and uncertain tax positions

 

 

(1,697

)

 

 

(2,809

)

 

Release of indemnification assets

 

 

1,705

 

 

 

3,475

 

 

Other non-cash items

 

 

—

 

 

 

(1,212

)

 
v3.22.4
Business - Additional Information (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Apr. 19, 2021
USD ($)
$ / shares
shares
Apr. 15, 2021
shares
Apr. 14, 2021
shares
Apr. 01, 2021
Physician
Dce
Apr. 30, 2021
USD ($)
shares
Dec. 31, 2022
USD ($)
Segment
Medicare
shares
Dec. 31, 2021
USD ($)
shares
Dec. 31, 2020
USD ($)
shares
Subsidiary Sale Of Stock [Line Items]                
Number Of Medicare Advantage Members Enrolled With Private Health Plans | Medicare           269,500    
Number of Operational in States | Segment           1    
Number of operations in States | Segment           8    
Number of Direct Contracting Entities | Dce       5        
Number of physician group partners | Physician       7        
Number of shares issued and sold | shares         11,700,000     1,200,000
Shares sold, price per share | $ / shares $ 23.00              
Proceeds from initial public offering           $ 0 $ 1,170,942 $ 0
Number of shares issued under share-based awards | shares 11,700,000         12,300,000 9,300,000 2,300,000
Stock-based compensation expense         $ 2,600 $ 28,381 $ 292,394 $ 6,472
Former Chief Executive Officer | Employee Severance                
Subsidiary Sale Of Stock [Line Items]                
Severance Costs         3,700      
Options Vesting                
Subsidiary Sale Of Stock [Line Items]                
Stock-based compensation expense         $ 268,500      
loan to partner for taxes payable on share distribution             $ 76,800  
Common Stock                
Subsidiary Sale Of Stock [Line Items]                
Number of shares issued and sold | shares             53,590,000 1,235,000
Common Stock | Two Thousand And Twenty One Omnibus Equity Incentive Plan                
Subsidiary Sale Of Stock [Line Items]                
Number of shares issued under share-based awards | shares         1,900,000      
IPO                
Subsidiary Sale Of Stock [Line Items]                
Number of shares issued and sold | shares 53,600,000              
Estimated offering costs $ 7,800              
Stock-based compensation expense         $ 268,500 $ 2,600    
IPO | Common Stock                
Subsidiary Sale Of Stock [Line Items]                
Proceeds from initial public offering $ 1,200,000              
Number of shares issued under share-based awards | shares 53,600,000 7,000,000.0 46,600,000          
v3.22.4
Summary of Significant Accounting Policies - Additional Information (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Dec. 31, 2020
USD ($)
Oct. 31, 2020
USD ($)
Aug. 31, 2020
USD ($)
Dec. 31, 2022
USD ($)
Segment
Dec. 31, 2021
USD ($)
Summary Of Significant Accounting Policies [Line Items]          
Certificates Of Deposit       $ 8,200 $ 9,800
Cash and cash equivalents       $ 497,070 $ 1,040,039
Lessee, Operating Lease, Term of Contract       12 months  
Number of Operating Segments | Segment       1  
Number of Reportable Segments | Segment       1  
Southern California Operations          
Summary Of Significant Accounting Policies [Line Items]          
Proceeds from Divestiture of Businesses $ 1,000 $ 26,000 $ 2,500    
Gain (Loss) on Disposition of Business   $ 19,100 $ 1,300    
Minimum          
Summary Of Significant Accounting Policies [Line Items]          
Finite-Lived Intangible Asset, Useful Life       2 years  
Maximum          
Summary Of Significant Accounting Policies [Line Items]          
Finite-Lived Intangible Asset, Useful Life       30 years  
v3.22.4
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives for Property and Equipment (Detail)
 12 Months Ended
Dec. 31, 2022
Computer Equipment And Software | Minimum  
Property Plant And Equipment [Line Items]  
Computer equipment and software 3 years
Computer Equipment And Software | Maximum  
Property Plant And Equipment [Line Items]  
Computer equipment and software 5 years
Furniture and fixtures | Minimum  
Property Plant And Equipment [Line Items]  
Computer equipment and software 5 years
Furniture and fixtures | Maximum  
Property Plant And Equipment [Line Items]  
Computer equipment and software 7 years
v3.22.4
Concentration Credit Risk - Schedules of Concentration of Risk as a Percentage of Revenues and Receivables (Details) - Major Payors
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Payor A | Total Revenues      
Concentration Risk [Line Items]      
Concentration Risk, Percentage 25.00% 26.00% 38.00%
Payor A | Receivables      
Concentration Risk [Line Items]      
Concentration Risk, Percentage 13.00% 18.00%  
Payor B | Total Revenues      
Concentration Risk [Line Items]      
Concentration Risk, Percentage 19.00% 20.00% 20.00%
Payor B | Receivables      
Concentration Risk [Line Items]      
Concentration Risk, Percentage 20.00% 21.00%  
Payor C | Total Revenues      
Concentration Risk [Line Items]      
Concentration Risk, Percentage 14.00% 16.00% 11.00%
Payor C | Receivables      
Concentration Risk [Line Items]      
Concentration Risk, Percentage 10.00% 14.00%  
Payor D | Total Revenues      
Concentration Risk [Line Items]      
Concentration Risk, Percentage 10.00% 11.00%  
Payor D | Receivables      
Concentration Risk [Line Items]      
Concentration Risk, Percentage 10.00% 12.00%  
Payor E | Receivables      
Concentration Risk [Line Items]      
Concentration Risk, Percentage 11.00%    
v3.22.4
Concentration Credit Risk - Schedules of Concentration of Risk as a Percentage of Revenues and Receivables (Parenthetical) (Details) - Payor D - Maximum
 12 Months Ended
Dec. 31, 2022
Total Revenues  
Concentration Risk [Line Items]  
Concentration Risk, Percentage 10.00%
Receivables  
Concentration Risk [Line Items]  
Concentration Risk, Percentage 10.00%
v3.22.4
Marketable Securities and Fair Value Measurements (Details) - Marketable Securities [Member]
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
Amortized Cost $ 417,461
Gross Unrealized Gains 60
Gross Unrealized Losses 5,620
Fair Value 411,901
Corporate debt securities  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
Amortized Cost 255,613
Gross Unrealized Gains 60
Gross Unrealized Losses 3,240
Fair Value 252,433
U.S. Treasury notes  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
Amortized Cost 151,873
Gross Unrealized Gains 0
Gross Unrealized Losses 2,306
Fair Value 149,567
Other  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
Amortized Cost 9,975
Gross Unrealized Gains
Gross Unrealized Losses 74
Fair Value $ 9,901
v3.22.4
Marketable Securities and Fair Value Measurements (Additional Information) (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
Marketable securities in an unrealized loss position for less than twelve months $ 407.4
Interest income 14.5
Investment Income Net 14.5
Allowances for credit losses 0.0
Cash And Cash Equivalents [Member]  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
Interest income 6.4
Investment Income Net 6.4
Marketable Securities Investments [Member]  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
Interest income 8.1
Investment Income Net $ 8.1
v3.22.4
Marketable Securities and Fair Value Measurements - Summarizes of Marketable Securities Maturity (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Debt Securities, Available-for-Sale [Line Items]  
2023 $ 128,537
2024 141,385
2025 147,539
Amortized Cost Total 417,461
2023 127,517
2024 139,332
2025 145,052
Fair Value Total $ 411,901
v3.22.4
Marketable Securities and Fair Value Measurements - Fair Value Measurements (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Level1 Member  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
FairValueLiabilitiesMeasuredOnRecurringBasisObligations $ 159,468
Level2 Member  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
FairValueLiabilitiesMeasuredOnRecurringBasisObligations 252,433
Level3 Member  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
FairValueLiabilitiesMeasuredOnRecurringBasisObligations 0
Corporate debt securities | Level1 Member | Marketable securities  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
FairValueLiabilitiesMeasuredOnRecurringBasisObligations 0
Corporate debt securities | Level2 Member | Marketable securities  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
FairValueLiabilitiesMeasuredOnRecurringBasisObligations 252,433
Corporate debt securities | Level3 Member | Marketable securities  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
FairValueLiabilitiesMeasuredOnRecurringBasisObligations 0
U.S. Treasury notes | Level1 Member | Marketable securities  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
FairValueLiabilitiesMeasuredOnRecurringBasisObligations 149,567
U.S. Treasury notes | Level2 Member | Marketable securities  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
FairValueLiabilitiesMeasuredOnRecurringBasisObligations 0
U.S. Treasury notes | Level3 Member | Marketable securities  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
FairValueLiabilitiesMeasuredOnRecurringBasisObligations 0
Other | Level1 Member | Marketable securities  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
FairValueLiabilitiesMeasuredOnRecurringBasisObligations 9,901
Other | Level2 Member | Marketable securities  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
FairValueLiabilitiesMeasuredOnRecurringBasisObligations 0
Other | Level3 Member | Marketable securities  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
FairValueLiabilitiesMeasuredOnRecurringBasisObligations $ 0
v3.22.4
Property and Equipment, Net - Summary of estimated useful lives for property and equipment (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Property Plant And Equipment [Line Items]    
Gross carrying amount of property and equipment $ 29,431 $ 17,366
Less: accumulated depreciation (9,381) (8,205)
Property and equipment, net 20,050 9,161
Computer equipment and software    
Property Plant And Equipment [Line Items]    
Gross carrying amount of property and equipment 25,186 12,769
Furniture and fixtures    
Property Plant And Equipment [Line Items]    
Gross carrying amount of property and equipment 2,249 2,889
Building and leasehold improvements    
Property Plant And Equipment [Line Items]    
Gross carrying amount of property and equipment $ 1,996 $ 1,708
v3.22.4
Property and Equipment, Net - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Abstract]      
Depreciation $ 4.0 $ 2.6 $ 2.2
v3.22.4
Leases - Summary of Balance Sheet Information Operating Leases Lessee (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Disclosure Of Balance Sheet Information Operating Leases Lessee [Line Items]    
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Other Assets, Noncurrent Other Assets, Noncurrent
Other assets, net $ 13,029 $ 11,739
Operating lease, liability 13,589 11,211
Accounts Payable and Accrued Liabilities    
Disclosure Of Balance Sheet Information Operating Leases Lessee [Line Items]    
Operating lease, liability 3,704 3,307
Other Noncurrent Liabilities    
Disclosure Of Balance Sheet Information Operating Leases Lessee [Line Items]    
Operating lease, liability $ 9,885 $ 7,904
v3.22.4
Leases - Summary Lease Cost (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]      
Operating lease costs $ 5,106 $ 4,832 $ 4,152
Short-term lease costs 0 0 29
Variable lease costs 1,044 965 949
Total lease costs $ 6,150 $ 5,797 $ 5,130
v3.22.4
Leases - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disclosure Leases Summary Of Balance Sheet Information Operating Leases Lessee Detail [Line Items]      
Operating Lease, Payments $ 4,960 $ 4,409 $ 4,495
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability $ 8,200 $ 5,116 $ 363
v3.22.4
Leases - Summary of Weighted Average Discount Rate and Remaining Lease Term Operating Lease (Detail)
Dec. 31, 2022
Dec. 31, 2021
Weighted average remaining lease term (years):    
Operating leases 6 years 5 years
Weighted average discount rate:    
Operating leases 5.47% 8.15%
v3.22.4
Leases - Summary of Operating Lease (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]    
2023 $ 3,840  
2024 2,444  
2025 2,348  
2026 2,223  
2027 1,140  
Thereafter 3,955  
Undiscounted minimum lease payments payable 15,950  
Less: imputed interest (2,361)  
Present value of lease liability $ 13,589 $ 11,211
v3.22.4
Goodwill and Amortizable Intangible Assets - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Indefinite Lived Intangible Assets By Major Class [Line Items]          
Impairment of goodwill $ 0.0 $ 0.0      
Amortization expense     $ 9.7 $ 11.9 $ 11.4
Hawaii Reporting Unit          
Indefinite Lived Intangible Assets By Major Class [Line Items]          
Goodwill $ 39.0 $ 39.0 $ 39.0 $ 39.0  
v3.22.4
Goodwill and Amortizable Intangible Assets - Summary of amortizable Intangible assets (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 130,769 $ 108,699
Accumulated Amortization (63,089) (53,301)
Net Carrying Value $ 67,680 $ 55,398
Minimum    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Asset, Useful Life 2 years  
Maximum    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Asset, Useful Life 30 years  
Health Plan Contracts    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Asset, Useful Life 15 years 15 years
Gross Carrying Amount $ 39,700 $ 39,700
Accumulated Amortization (16,983) (14,336)
Net Carrying Value 22,717 25,364
Trade Names    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 20,300 20,300
Accumulated Amortization (4,342) (3,665)
Net Carrying Value $ 15,958 $ 16,635
Trade Names | Minimum    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Asset, Useful Life 15 years 15 years
Trade Names | Maximum    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Asset, Useful Life 30 years 30 years
Provider Network    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 8,400 $ 8,400
Accumulated Amortization (3,593) (3,033)
Net Carrying Value $ 4,807 $ 5,367
Provider Network | Minimum    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Asset, Useful Life 10 years 10 years
Provider Network | Maximum    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Asset, Useful Life 15 years 15 years
Noncompete Agreements    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 59,669 $ 37,599
Accumulated Amortization (36,100) (30,355)
Net Carrying Value $ 23,569 $ 7,244
Noncompete Agreements | Minimum    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Asset, Useful Life 1 year 2 years
Noncompete Agreements | Maximum    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Asset, Useful Life 5 years 5 years
Other Intangible Assets    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 2,700 $ 2,700
Accumulated Amortization (2,071) (1,912)
Net Carrying Value $ 629 $ 788
Other Intangible Assets | Minimum    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Asset, Useful Life 4 years 4 years
Other Intangible Assets | Maximum    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Asset, Useful Life 15 years 15 years
v3.22.4
Goodwill and Amortizable Intangible Assets - Summary of annual amortization (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]    
2023 $ 8,800  
2024 7,777  
2025 7,162  
2026 6,905  
2027 6,359  
Thereafter 30,677  
Net Carrying Value $ 67,680 $ 55,398
v3.22.4
Other Assets - Schedule of Other Assets (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Other Assets [Line Items]    
Other assets, net $ 116,924 $ 112,958
Equity Method Investments    
Other Assets [Line Items]    
Other assets, net 17,352 6,690
Loans To Physicians Partners    
Other Assets [Line Items]    
Other assets, net 69,383 76,821
Health Plan Deposits    
Other Assets [Line Items]    
Other assets, net 11,728 11,523
Right Of Use Assets    
Other Assets [Line Items]    
Other assets, net 13,029 11,739
Other    
Other Assets [Line Items]    
Other assets, net $ 5,432 $ 6,185
v3.22.4
Other Assets - Additional Information (Details)
Apr. 01, 2021
Physician
Dce
Other Assets [Abstract]  
Number of Direct Contracting Entities | Dce 5
Number of physician group partners | Physician 7
v3.22.4
Medical Claims and Related Payables - Summary Changes in Medical Claims and Related Payables (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Liability For Claims And Claims Adjustment Expense [Line Items]      
Medical claims and related payables, beginning of the year $ 239,014    
Claims paid related to:      
Medical claims and related payables, end of the year 346,727 $ 239,014  
Medical Claims and Related Payables      
Liability For Claims And Claims Adjustment Expense [Line Items]      
Medical claims and related payables, beginning of the year 239,014 164,161 $ 121,779
Components of incurred costs related to:      
Current year 2,387,374 1,645,137 1,026,940
Prior years 12,424 2,522 (5,063)
Liability for Unpaid Claims and Claims Adjustment Expense, Incurred Claims 2,399,832 1,646,794 1,106,066
Claims paid related to:      
Current year (2,051,036) (1,416,404) (870,979)
Prior years (247,873) (151,128) (94,868)
Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid (2,299,098) (1,571,941) (1,063,684)
Medical claims and related payables, end of the year 339,748 239,014 164,161
Medical Claims and Related Payables | Discontinued Operations      
Components of incurred costs related to:      
Current year 0 1,234 85,732
Prior years 34 (2,099) (1,543)
Claims paid related to:      
Current year 0 (1,234) (80,754)
Prior years $ (189) $ (3,175) $ (17,083)
v3.22.4
Medical Claims and Related Payables - Additional Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Liability For Claims And Claims Adjustment Expense [Line Items]        
Medical claims and related payables $ 346,727 $ 239,014    
Current Liabilities Held For Sale And Discontinued Operations        
Liability For Claims And Claims Adjustment Expense [Line Items]        
Medical claims and related payables     $ 1,300 $ 1,100
Related payables associated with retained liability   $ 200 $ 4,100  
Prepaid Expenses and Other Current Assets [Member]        
Liability For Claims And Claims Adjustment Expense [Line Items]        
Medical claims and related payables $ 7,000      
v3.22.4
Other Liabilities - Summary of Other Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Other Liabilities [Abstract]    
Other long-term contingencies $ 62,931 $ 71,344
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other liabilities Other liabilities
Lease liabilities, long-term $ 9,885 $ 7,904
Equity method liabilities 4,657 6,380
Other 5,813 8,667
Other liabilities $ 83,286 $ 94,295
v3.22.4
Other Liabilities - Additional Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Other Liabilities [Line Items]    
Other long-term contingencies $ 62,931 $ 71,344
Minimum [Member]    
Other Liabilities [Line Items]    
Estimated range of reasonably possible losses in excess of reserves accrued 0  
Maximum [Member]    
Other Liabilities [Line Items]    
Estimated range of reasonably possible losses in excess of reserves accrued 52,900  
Unasserted Claim [Member]    
Other Liabilities [Line Items]    
Other long-term contingencies $ 62,900 $ 71,300
v3.22.4
Debt - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Oct. 01, 2023
Apr. 26, 2021
Feb. 18, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Debt Instrument [Line Items]            
Refinance of aggregate outstanding indebtedness       $ 5,000 $ 119,899 $ 3,041
Loss on debt extinguishment       0 (1,590) 0
Proceeds from initial public offering       0 $ 1,170,942 0
Unsecured Debt            
Debt Instrument [Line Items]            
Long-term Debt, Gross           $ 20,000
Two Thousand And Twenty One Secured Term Loan Facility            
Debt Instrument [Line Items]            
Debt repayment   $ 50,000        
Maturity date   Feb. 18, 2026        
Weighted average effective interest rate         6.04%  
Two Thousand And Twenty One Secured Revolving Facility            
Debt Instrument [Line Items]            
Credit facility amount outstanding       $ 38,800    
Two Thousand And Twenty One Secured Revolving Facility | Unfunded Loan Commitment            
Debt Instrument [Line Items]            
Percentage of commitment fee       0.50%    
Two Thousand And Twenty One Secured Revolving Facility | Forecast | Unfunded Loan Commitment            
Debt Instrument [Line Items]            
Percentage of commitment fee 0.375%          
Standby Letters of Credit            
Debt Instrument [Line Items]            
Credit facility remaining borrowing capacity     $ 80,000      
Total outstanding letters of credit       $ 61,200    
Extended term of letters of credit       1 year    
Outstanding letters of credit, amount drawn       $ 0    
Standby Letters of Credit | Dce Investment            
Debt Instrument [Line Items]            
Total outstanding letters of credit       $ 37,200    
Prior Credit Facility And Unsecured Debt            
Debt Instrument [Line Items]            
Refinance of aggregate outstanding indebtedness     68,600      
Loss on debt extinguishment     $ 1,100      
Two Thousand And Twenty One Secured Term Loan And Revolving Facility            
Debt Instrument [Line Items]            
Credit facility maturity date     Feb. 18, 2024      
Credit facility, covenant terms, description       Failure to meet any of these covenants could result in an event of default under the agreement. If an event of default occurs, the lenders could elect to declare all amounts outstanding under the agreement to be immediately due and payable.    
Credit facility, covenant compliance       As of December 31, 2022, the Company was in compliance with all covenants under the 2021 Credit Facilities.    
Two Thousand And Twenty One Secured Term Loan And Revolving Facility | London Interbank Offered Rate (LIBOR)            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate       0.00%    
Two Thousand And Twenty One Secured Term Loan And Revolving Facility | London Interbank Offered Rate (LIBOR) | Forecast            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate 3.50%          
Two Thousand And Twenty One Secured Term Loan And Revolving Facility | Base Rate            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate       0.00%    
Two Thousand And Twenty One Secured Term Loan And Revolving Facility | Base Rate | Forecast            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate 2.50%          
Two Thousand And Twenty One Secured Term Loan And Revolving Facility | Fed Funds Effective Rate Overnight Index Swap Rate            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate       0.50%    
Two Thousand And Twenty One Secured Term Loan And Revolving Facility | One Month L I B O Rate            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate       1.00%    
Two Thousand And Twenty One Secured Term Loan And Revolving Facility | Maximum | London Interbank Offered Rate (LIBOR)            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate       4.00%    
Two Thousand And Twenty One Secured Term Loan And Revolving Facility | Maximum | Base Rate            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate       3.00%    
Secured Term Loan            
Debt Instrument [Line Items]            
Credit facility remaining borrowing capacity     $ 100,000      
Increase in amount of credit facility     50,000      
Net proceeds from credit facility used for working capital and other general corporate purposes     30,100      
Debt repayment   $ 50,000        
Credit facility amount outstanding       $ 43,800    
Secured Term Loan | Minimum            
Debt Instrument [Line Items]            
Proceeds from initial public offering   $ 1,000,000        
Secured Revolving Facility            
Debt Instrument [Line Items]            
Credit facility remaining borrowing capacity     $ 100,000      
v3.22.4
Debt - Schedule of Term Loan Maturity and Scheduled Principal Repayments (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Debt Disclosure [Abstract]  
2023 $ 5,000
2024 6,250
2025 10,000
2026 22,500
Total 43,750
(Discounts), premiums and (debt costs), net (268)
Long term Loan Maturity Principal Repayment net of Discount , Premium and Debt costs $ 43,482
v3.22.4
Commitments and Contingencies - Schedule of Commitments and Contingencies (Detail) - Capital Commitments
$ in Thousands
Dec. 31, 2022
USD ($)
 [1]
Other Commitments [Line Items]  
Total $ 134,835
2023 112,092
2024-2025 17,243
2026-2027 5,500
More than Five Years $ 0
[1] Represents capital commitments to physician partners to support physician partner expansion and related purposes.
v3.22.4
Common Stock - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Apr. 19, 2021
Apr. 15, 2021
Apr. 14, 2021
Apr. 30, 2021
Aug. 30, 2020
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Subsidiary Sale Of Stock [Line Items]                
Common Stock, Shares Authorized           2,000,000,000 2,000,000,000  
Common Stock, Par or Stated Value Per Share           $ 0.01 $ 0.01  
Common Stock, Shares, Issued           412,385,000 400,095,000  
Number of shares issued under share-based awards 11,700,000         12,300,000 9,300,000 2,300,000
Shares sold, price per share $ 23.00              
Number of shares issued and sold       11,700,000       1,200,000
Stock-based compensation expense       $ 2,600   $ 28,381 $ 292,394 $ 6,472
Proceeds from equity issuances, net           33,056 $ 18,086 34,404
Issuance of common stock, shares         333,800      
Issuance of common stock         $ 1,500     $ 5,550
Stock Repurchased During Period, Shares               1,500,000
Payments for Repurchase of Common Stock               $ 6,700
IPO                
Subsidiary Sale Of Stock [Line Items]                
Common Stock, Shares, Issued       11,700,000        
Number of shares issued and sold 53,600,000              
Stock-based compensation expense       $ 268,500   $ 2,600    
Common Stock                
Subsidiary Sale Of Stock [Line Items]                
Number of shares issued and sold             53,590,000 1,235,000
Issuance of common stock               $ 13
Stock Repurchased During Period, Shares               1,500,000
Common Stock | Officers And Directors                
Subsidiary Sale Of Stock [Line Items]                
Shares sold, price per share               $ 4.49
Proceeds from equity issuances, net               $ 5,600
Common Stock | IPO                
Subsidiary Sale Of Stock [Line Items]                
Common Stock, Par or Stated Value Per Share     $ 23.00          
Number of shares issued under share-based awards 53,600,000 7,000,000.0 46,600,000          
Contingently Redeemable Common Stock                
Subsidiary Sale Of Stock [Line Items]                
Shares sold, price per share               $ 4.49
Sale of Stock, Number of Shares Issued in Transaction               6,300,000
Proceeds From Issuance Of Contingently Redeemable Common Stock               $ 28,500
v3.22.4
Stock-Based Compensation - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Apr. 19, 2021
Apr. 30, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Weighted Average Grant Date Fair Value, Granted     $ 21.89    
Stock Issued During Period, Value, Stock Options Exercised     $ 33,887 $ 18,086 $ 814
Stock-based compensation expense   $ 2,600 28,381 292,394 6,472
Income (loss) before impairments, gain (loss) on sales and income taxes     491 $ (3,463) $ (20,049)
Number of shares issued and sold   11,700,000     1,200,000
IPO          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Stock-based compensation expense   $ 268,500 $ 2,600    
Number of shares issued and sold 53,600,000        
Base Options          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period     4 years    
Weighted Average Grant Date Fair Value, Granted     $ 13.83 $ 13.10 $ 2.70
Stock Issued During Period, Value, Stock Options Exercised     $ 140,800 $ 196,300 $ 8,200
Stock-based compensation expense     9,500 $ 8,100 6,500
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount     $ 23,400    
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition     3 years    
Base Options | General and Administrative Expense          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Income (loss) before impairments, gain (loss) on sales and income taxes         $ 200
Upside Options          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Weighted Average Grant Date Fair Value, Granted       $ 1.72 $ 1.58
Stock-based compensation expense     $ 1,700 $ 8,500  
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount     $ 3,200    
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition     2 years    
Upside Options and Base Options          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period     10 years    
Restricted Stock Units (RSUs)          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Weighted Average Grant Date Fair Value, Granted     $ 21.89 $ 23.56 $ 4.49
Stock-based compensation expense     $ 9,600 $ 4,700 $ 200
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount     30,100    
Fair value of RSU Vested     $ 9,200    
Restricted Stock Units (RSUs) | Minimum          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Percentage of vesting of award     0.00%    
Restricted Stock Units (RSUs) | Maximum          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Percentage of vesting of award     200.00%    
Non Employee Awards          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized     9,700,000    
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant     3,200,000    
Weighted Average Grant Date Fair Value, Granted     $ 21.93 $ 25.95  
Stock-based compensation expense     $ 7,600 $ 200  
Non Employee Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized     $ 113,900    
Non Employee based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition     4 years    
Non Employee Awards | Minimum          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Percentage of vesting of award     0.00%    
Non Employee Awards | Maximum          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Percentage of vesting of award     125.00%    
Amended And Restated Stock Incentive Plan          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized     83,000,000.0    
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant     36,000,000.0    
v3.22.4
Stock-Based Compensation - Summary of Black-Scholes Option Pricing Model (Details)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Risk-free interest rate 1.94% 0.75% 0.43%
Risk-free interest rate 4.18% 1.58% 1.68%
Expected dividends 0.00% 0.00% 0.00%
Expected volatility 48.66% 58.95% 59.39%
Expected volatility 64.29% 63.33% 63.47%
Expected term (in years) 6 years 3 months 6 years 3 months 6 years 3 months
v3.22.4
Stock-Based Compensation - Summary of Outstanding Base Options Consisted (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
shares
Base Options  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Stock options outstanding as of January 1, 2022 | shares 17,201,000
Granted | shares 995,000
Exercised | shares (6,776,000)
Expired or forfeited | shares (782,000)
Stock options outstanding as of December 31, 2022 | shares 10,638,000
Expected to vest as of December 31, 2022 | shares 4,293,000
Exercisable as of December 31, 2022 | shares 6,345,000
Weighted average exercise price, stock options outstanding as of January 1, 2022 | $ / shares $ 4.26
Weighted average exercise price, Granted | $ / shares 22.80
Weighted average exercise price, Exercised | $ / shares 1.70
Weighted average exercise price, Expired or forfeited | $ / shares 10.62
Weighted average exercise price, Stock options outstanding as of December 31, 2022 | $ / shares 7.15
Weighted average exercise price, Expected to vest as of December 31, 2022 | $ / shares 12.04
Weighted average exercise price, Exercisable as of December 31, 2022 | $ / shares $ 3.85
Weighted average remaining contractual term, Stock options outstanding 6 years 7 months 6 days
Weighted average remaining contractual term, Exercisable to vest 7 years 10 months 24 days
Weighted average remaining contractual term, Exercisable 5 years 10 months 24 days
Aggregate intrinsic value, Stock options outstanding as of December 31, 2022 | $ $ 109,236
Aggregate intrinsic value, Expected to vest as of December 31, 2022 | $ 29,284
Aggregate intrinsic value, Exercisable as of December 31, 2022 | $ $ 79,952
Upside Options  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Stock options outstanding as of January 1, 2022 | shares 14,428,000
Exercised | shares (5,147,000)
Expired or forfeited | shares (114,000)
Stock options outstanding as of December 31, 2022 | shares 9,167,000
Expected to vest as of December 31, 2022 | shares 2,335,000
Exercisable as of December 31, 2022 | shares 6,832,000
Weighted average exercise price, stock options outstanding as of January 1, 2022 | $ / shares $ 6.21
Weighted average exercise price, Exercised | $ / shares 4.35
Weighted average exercise price, Expired or forfeited | $ / shares 14.80
Weighted average exercise price, Stock options outstanding as of December 31, 2022 | $ / shares 7.16
Weighted average exercise price, Expected to vest as of December 31, 2022 | $ / shares 11.38
Weighted average exercise price, Exercisable as of December 31, 2022 | $ / shares $ 5.71
Weighted average remaining contractual term, Stock options outstanding 5 years 10 months 24 days
Weighted average remaining contractual term, Exercisable to vest 7 years 6 months
Weighted average remaining contractual term, Exercisable 5 years 4 months 24 days
Aggregate intrinsic value, Stock options outstanding as of December 31, 2022 | $ $ 85,160
Aggregate intrinsic value, Expected to vest as of December 31, 2022 | $ 13,072
Aggregate intrinsic value, Exercisable as of December 31, 2022 | $ $ 72,088
v3.22.4
Stock-Based Compensation - Summary of stock award activity (Details)
 12 Months Ended
Dec. 31, 2022
$ / shares
shares
Share-Based Payment Arrangement [Abstract]  
Unvested as of January 1, 2022 | shares 1,125,000
RSU, Granted | shares 1,320,000
RSU, Vested | shares (404,000)
RSU, Forfeited | shares (219,000)
Unvested as of December 31, 2022 | shares 1,822,000
Weighted Average Grant Fair Value, Beginning Balance | $ / shares $ 18.41
Weighted Average Grant Date Fair Value, Granted | $ / shares 21.89
Weighted Average Grant Date Fair Value, Vested | $ / shares 9.77
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 22.49
Weighted Average Grant Fair Value Ending Balance | $ / shares $ 22.35
v3.22.4
Stock-Based Compensation - Summary of Physician Partners Equity (Details)
 12 Months Ended
Dec. 31, 2022
$ / shares
shares
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]  
Unvested as of January 1, 2022 | shares 1,125,000
RSU, Granted | shares 1,320,000
RSU, Vested | shares (404,000)
Unvested as of December 31, 2022 | shares 1,822,000
Weighted Average Grant Fair Value, Beginning Balance | $ / shares $ 18.41
Weighted Average Grant Date Fair Value, Granted | $ / shares 21.89
Weighted Average Grant Date Fair Value, Vested | $ / shares 9.77
Weighted Average Grant Fair Value Ending Balance | $ / shares $ 22.35
Physician Partners Equity Awards [Member]  
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]  
Unvested as of January 1, 2022 | shares 292,000
RSU, Granted | shares 5,206,000
RSU, Vested | shares (38,000)
Unvested as of December 31, 2022 | shares 5,460,000
Weighted Average Grant Fair Value, Beginning Balance | $ / shares $ 25.95
Weighted Average Grant Date Fair Value, Granted | $ / shares 21.93
Weighted Average Grant Date Fair Value, Vested | $ / shares 25.95
Weighted Average Grant Fair Value Ending Balance | $ / shares $ 22.12
v3.22.4
Income Taxes - Schedule of Income Tax Expenses (Benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
Federal $ 113 $ 0 $ 0
State 997 1,289 856
Current Income Tax Expense (Benefit) 1,110 1,289 856
Federal 288 (166) 38
State 242 (237) (29)
Deferred Income Tax Expense (Benefit) 530 (403) 9
Income tax expense (benefit) $ 1,640 $ 886 $ 865
v3.22.4
Income Taxes - Schedule of Difference Between Taxes Computed the U.S. Statutory Rate and Taxes Recorded (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
Computed tax at US federal statutory rate of 21% $ (21,211) $ (84,966) $ (13,129)
State taxes, net of federal impact 723 715 840
Stock-based compensation (47,868) (44,088) 0
Nondeductible compensation 23,570 4,054 0
Unrecognized tax benefit 0 238 (71)
Permanent differences (155) 1,336 850
Valuation allowance 45,234 122,599 12,443
Other, net 1,347 998 (68)
Income tax expense (benefit) $ 1,640 $ 886 $ 865
v3.22.4
Income Taxes - Schedule of Difference Between Taxes Computed the U.S. Statutory Rate and Taxes Recorded (Parenthetical) (Details)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
US federal statutory rate 21.00%
v3.22.4
Income Taxes - Schedule of Components of Net Deferred Tax Liability (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Deferred income tax assets:    
Net operating losses $ 293,221 $ 237,877
State taxes 260 332
Accrued expenses 15,920 19,828
Transaction costs 736 811
Stock-based compensation 6,314 4,331
Lease liabilities 3,285 2,610
Interest limitation 4,226 5,850
Intangible assets 0 4,022
Other, net 1,156 111
Total deferred income tax assets 325,118 275,772
Deferred income tax liabilities:    
Property and equipment 0 (203)
ROU assets (3,155) (2,728)
Intangible assets (6,220) (11,032)
Investment in partnerships and affiliates (2,238) (1,402)
Total deferred income tax liabilities (11,613) (15,365)
Valuation allowance (314,166) (260,571)
Net deferred income tax liabilities $ (661) $ (164)
v3.22.4
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Operating Loss Carryforwards [Line Items]        
Deferred tax asset valuation allowance $ 314,200 $ 260,600    
Net change in deferred tax asset valuation allowance $ 53,600      
Percentage of taxable income expected to reverse against net operating losses 80.00%      
Operating loss carryforward federal $ 800      
Net operating losses 293,221 237,877    
Net federal operating losses $ 1,200,000      
Operating loss carry forwards expiration year 2027      
Unrecognized income tax benefits $ 5,212 5,919 $ 8,914 $ 10,839
Unrecognized tax benefits that would impact effective tax rate 900 1,500 7,100  
Unrecognized tax benefits, income tax penalties and interest accrued 1,600 2,100 10,000  
Accrued interest and penalties 700 600 2,900  
Reduction in deferred tax asset balance   4,300    
Reversed deferred tax liability 600 5,600 2,900  
Unrecognized tax benefit accrued interest 100 1,100 600  
Unrecognized tax benefit accrued penalty   1,100 600  
Realized tax benefit discontinued operation   1,800 4,100  
Accrued income taxes     600  
Accruals interest     600  
Accruals penalties     100  
net tax benefit from discontinued operation     $ 2,800  
Decrease in uncertain tax position 500      
Reversal of interest and penalties on uncertain tax position 100      
Federal        
Operating Loss Carryforwards [Line Items]        
Net operating losses 1,200,000 1,000,000    
Net operating losses 32,300      
State        
Operating Loss Carryforwards [Line Items]        
Net operating losses 676,100 $ 570,300    
Net operating losses 32,700      
Prior Acquisition Transaction [Member]        
Operating Loss Carryforwards [Line Items]        
Unrecognized income tax benefits $ 1,600      
v3.22.4
Income Taxes - Summary of Unrecognized Tax Benefit (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
Balance at beginning of the year $ 5,919 $ 8,914 $ 10,839
Additions related to current year 35 2,636 384
Additions (reductions) related to prior years (137) 0 (565)
Reductions related to settlements with taxing authorities (605) (5,631) 0
Reductions related to the lapse of applicable statute of limitations 0 0 (2,874)
Balance at end of the year $ 5,212 $ 5,919 $ 8,914
v3.22.4
Net Income (Loss) Per Common Share - Computation of Basic and Diluted EPS (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Net income (loss) per common share, basic and diluted      
Income (loss) from continuing operations $ (107,329) $ (405,484) $ (63,208)
Noncontrolling interests' share in (earnings) loss 311 300 0
Net income (loss) attributable to common stockholders before discontinued operations (107,018) (405,184) (63,208)
Income (loss) from discontinued operations 465 (1,303) 3,156
Net income (loss) attributable to common shares $ (106,553) $ (406,487) $ (60,052)
Denominator      
WeightedAverageNumberOfDilutedSharesOutstanding 408,154 372,931 323,462
Net income (loss) per share attributable to common stockholders      
Net income (loss) per common share from continuing operations basic and diluted $ (0.26) $ (1.09) $ (0.20)
Net income (loss) per common share from discontinued operations basic and diluted $ 0 $ 0 $ 0.01
v3.22.4
Net Income (Loss) Per Common Share - Summary of Weighted-average Potential Shares of Common Stock Were Excluded From Calculation of Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - shares
shares in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Stock Options - Service Only Condition      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 10,638 17,201 23,646
Stock Options - Market and/or Performance Condition      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount [1] 9,167 14,428 17,675
Restricted Stock Units (RSUs)      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 7,282 894 110
[1] Market and performance conditions were satisfied during 2021.
v3.22.4
Supplemental Cash Flow Information - Summary of Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Supplemental cash flow information:      
Interest paid $ 3,672 $ 4,824 $ 7,086
Income taxes paid (refunded), net 5,313 1,819 2
Supplemental disclosure of non-cash financing activities:      
Reclassification of contingently redeemable common stock in connection with IPO 0 309,500 0
Issuance of common stock under partner physician group equity agreements upon IPO 0 268,467 0
Offering costs accrued at end of period 0 295 0
Non-cash investment in unconsolidated subsidiaries 190 763 0
Settlement of stock-based liabilities 0 0 1,500
Settlement of loans receivable with services provided $ 0 $ 0 $ 2,047
v3.22.4
Supplemental Cash Flow Information - Summary of Cash, Cash Equivalents and Restricted Cash Equivalents from Continuing Operations (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Supplemental Cash Flow Elements [Abstract]        
Cash and cash equivalents $ 497,070 $ 1,040,039    
Restricted cash and equivalents 10,610 14,781    
Cash, cash equivalents and restricted cash equivalents $ 507,680 $ 1,054,820 $ 135,178 $ 139,152
v3.22.4
Variable Interest Entities - Summary of Consolidated Asset and Liabilities Include VIE Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
ASSETS    
Cash and cash equivalents $ 497,070 $ 1,040,039
Receivables, net 497,574 293,407
Prepaid expenses and other current assets, net 34,119 18,968
Property and equipment, net 20,050 9,161
Intangible assets, net 67,680 55,398
Liabilities    
Medical claims and related payables 346,727 239,014
Accounts payable and accrued expenses 183,364 112,946
Variable Interest Entity, Primary Beneficiary    
ASSETS    
Cash and cash equivalents [1] 155,819 104,741
Restricted cash equivalents [1] 10,610 13,210
Receivables, net [1] 492,077 276,590
Prepaid expenses and other current assets, net [1] 15,515 7,046
Property and equipment, net [1] 1,567 1,147
Intangible assets, net [1] 17,347 7,220
Other assets, net [1] 10,371 10,580
Liabilities    
Medical claims and related payables [1] 300,798 195,812
Accounts payable and accrued expenses [1] 159,526 81,702
Other liabilities [1] $ 2,059 $ 4,521
[1] Assets and liabilities of VIEs presented above include the assets and liabilities of the Company’s Independent Practice Associations in California, which are consolidated VIEs and whose operations are reflected in the consolidated financial statements as discontinued operations.
v3.22.4
Variable Interest Entities - Additional Information (Details)
$ in Thousands
 12 Months Ended
Apr. 01, 2021
Physician
Dce
Dec. 31, 2022
USD ($)
Geographies
Entity
Equity
Dec. 31, 2021
USD ($)
Entity
Dec. 31, 2020
USD ($)
Variable Interest Entity [Line Items]        
Loss (income) from equity method investments | $   $ 10,720 $ (6,766) $ 514
Number of Geographical Location | Geographies   10    
Number of Direct Contracting Entities | Dce 5      
Number of physician group partners | Physician 7      
Variable Interest Entity, Primary Beneficiary        
Variable Interest Entity [Line Items]        
Number of wholly-owned risk-bearing entities     28  
Variable interest entity, methodology for determining whether Entity is primary beneficiary   The Company consolidates the RBEs as it has determined that it is the primary beneficiary because it has: (i) the ability to control the activities that most significantly impact the RBEs’ economic performance; and (ii) the obligation to absorb losses or right to receive benefits that could potentially be significant to the RBEs. Specifically, the Company has the unilateral ability and authority, through the RBE governance and management agreements, to make significant decisions about strategic and operating activities of the RBEs, including negotiating and entering into risk-bearing contracts with payors, and approving the RBEs’ annual operating budgets.    
Number of Direct Contracting Entities   8    
Number of physician group partners   12    
Variable Interest Entity, Not Primary Beneficiary        
Variable Interest Entity [Line Items]        
Number of equity method investments for VIEs | Equity   9    
v3.22.4
Variable Interest Entities - Schedule of Equity Method Investments (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Schedule Of Equity Method Investments [Line Items]      
Loss (income) from equity method investments $ 10,720 $ (6,766) $ 514
Equity Method Investments | Other Assets      
Schedule Of Equity Method Investments [Line Items]      
Equity Method Investments [1] 8,329 6,690  
Equity Method Investments | Assets      
Schedule Of Equity Method Investments [Line Items]      
Equity Method Investments [1] 9,023 0  
Equity method liabilities - DCEs | Other Liabilities      
Schedule Of Equity Method Investments [Line Items]      
Equity Method Investments [2] $ (4,919) $ (6,380)  
[1] Included in Other assets, net in the consolidated balance sheets.
[2] Included in Other liabilities in the consolidated balance sheets.
v3.22.4
Variable Interest Entities - Summary of Operating Results (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Subsidiary Or Equity Method Investee [Line Items]      
Total revenues $ 2,708,211 $ 1,833,559 $ 1,218,333
Medical services expense (2,399,798) (1,647,659) (1,021,877)
Other medical expenses 196,127 109,487 102,306
Income (loss) from operations (120,431) (393,952) (56,673)
Net income (loss) (106,553) (406,487) (60,052)
Medical Services Revenue      
Subsidiary Or Equity Method Investee [Line Items]      
Total revenues 2,704,396 1,829,735 $ 1,214,270
Direct Contracting Entities      
Subsidiary Or Equity Method Investee [Line Items]      
Medical services expense (991,565) (424,816)  
Other medical expenses [1] 52,041 12,219  
Income (loss) from operations 14,294 (6,737)  
Net income (loss) [2] 10,556 (7,143)  
Direct Contracting Entities | Medical Services Revenue      
Subsidiary Or Equity Method Investee [Line Items]      
Total revenues $ 1,071,302 $ 437,081  
[1] For the years ended December 31, 2022 and 2021, includes physician compensation expenses of $27.1 million and $1.0 million, respectively.
[2] Included in Other income (expense), net in the consolidated statement of operations.
v3.22.4
Variable Interest Entities - Summary of Operating Results (Parenthetical) (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Other Assets [Abstract]    
Physician Compensation Expense $ 27.1 $ 1.0
v3.22.4
Variable Interest Entities - Summarized balance sheet (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current and total assets $ 1,697,468 $ 1,586,252
Current and total liabilities 656,859 494,656
Direct Contracting Entities [Member]    
Current and total assets 70,625 80,890
Current and total liabilities $ 67,343 $ 88,033
v3.22.4
Related Party Transactions - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Population Health, LLC      
Related Party Transaction [Line Items]      
Other general expenses $ 9.6 $ 8.4 $ 6.7
Percentage of ownership interest 49.00%    
Outstanding payable $ 1.2 1.0  
CD&R      
Related Party Transaction [Line Items]      
Advisory consulting fee 0.2 0.8 $ 1.5
Direct Contracting Entities      
Related Party Transaction [Line Items]      
Outstanding receivable $ 6.9 $ 0.5  
v3.22.4
Discontinued Operations - Additional Information (Detail) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Oct. 31, 2020
Aug. 31, 2020
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]            
Description of divest operations     During 2020, the Company implemented a plan to divest its California operations, which included the entirety of its Medicaid line of business, via three separate transactions with different parties.      
Indemnification asset released       $ 1,700 $ 2,800  
Unrecognized income tax benefits     $ 5,212 5,919 8,914 $ 10,839
Unrecognized tax benefits, income tax penalties and interest accrued     1,600 2,100 10,000  
Unrecognized tax benefit reversed       5,600    
Unrecognized tax benefit accrued penalty       1,100 600  
Unrecognized tax benefit accrued interest     100 1,100 600  
unrecognized tax benefit from discontinued operations       1,800    
Discontinued Operations            
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]            
Unrecognized tax benefits, income tax penalties and interest accrued     $ 1,600 $ 2,100    
Fresno, California Operations            
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]            
Gross sale price from disposal of operations $ 26,000          
Fresno, California Operations | Discontinued Operations            
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]            
Gain recognized from disposal of operations $ 19,100          
Gain recognized from disposal of operations [Extensible Enumeration] Net income (loss)          
California Operations            
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]            
Gross sale price from disposal of operations         1,000  
Severance Costs         $ 3,700  
Southern California Operations            
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]            
Gross sale price from disposal of operations   $ 2,500        
Gain recognized from disposal of operations   $ 1,300        
v3.22.4
Discontinued Operations - Summary of Results of Discontinued Operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]      
Medical services revenue $ 525 $ 6,444 $ 155,296
Income (loss) from operations 491 (1,475) (17,348)
Other income (expense), net 0 (1,851) (2,351)
Gain (loss) on sales of assets, net 0 473 20,401
Interest expense 0 (137) (350)
Income (loss) before income taxes and noncontrolling interests 491 (2,990) 352
Income tax benefit (expense) (26) 1,687 2,804
Income (loss) from discontinued operations 465 (1,303) 3,156
Net income (loss) from discontinued operations attributable to common shares (465) (1,303) 3,156
Medical Services Revenue      
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]      
Medical services revenue 511 6,408 155,108
Other Operating Revenue      
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]      
Medical services revenue 14 36 188
Medical Services Expense      
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]      
Impairments (recoveries) 34 (865) 84,189
Other Medical Expenses      
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]      
Impairments (recoveries) 0 2,739 57,546
General And Administrative      
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]      
Impairments (recoveries)   5,919 30,341
Depreciation And Amortization      
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]      
Impairments (recoveries) $ 0 $ 126 $ 568
v3.22.4
Discontinued Operations - Summary of Significant Non-Cash Operating Items for Discontinued Operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Non-cash operating activities from discontinued operations:      
Depreciation and amortization   $ 126 $ 568
Stock-based compensation expense $ 28,381 292,394 6,688
Other non-cash items $ (2,973) (58) 162
Discontinued Operations      
Non-cash operating activities from discontinued operations:      
Stock-based compensation expense   0 217
Deferred income taxes and uncertain tax positions   (1,697) (2,809)
Release of indemnification assets   1,705 3,475
Other non-cash items   $ 0 $ (1,212)
v3.22.4
SCHEDULE I - Condensed Balance Sheets (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
ASSETS    
Prepaid expenses and other current assets, net $ 34,119 $ 18,968
Total current assets 1,451,274 1,367,195
Total assets 1,697,468 1,586,252
LIABILITIES, CONTINGENTLY REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)    
Total liabilities 656,859 494,656
Stockholders' equity (deficit):    
Common stock, $0.01 par value: 2,000,000 shares authorized; 412,385 and 400,095 shares issued and outstanding, respectively 4,124 4,001
Accumulated deficit (1,064,230) (957,677)
Total agilon health, inc. stockholders' equity (deficit) 1,041,220 1,091,896
Total liabilities and stockholders' equity (deficit) 1,697,468 1,586,252
Parent Company    
ASSETS    
Prepaid expenses and other current assets, net 467 481
Total current assets 467 481
Investment in wholly owned subsidiary 977,883 1,015,564
Loans receivable 69,383 76,614
Total assets 1,047,733 1,092,659
LIABILITIES, CONTINGENTLY REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)    
Other Liabilities 953 763
Stockholders' equity (deficit):    
Common stock, $0.01 par value: 2,000,000 shares authorized; 412,385 and 400,095 shares issued and outstanding, respectively 4,124 4,001
Additional paid-in capital 2,106,886 2,045,572
Accumulated deficit (1,064,230) (957,677)
Total agilon health, inc. stockholders' equity (deficit) (1,046,780) 1,091,896
Total liabilities and stockholders' equity (deficit) $ 1,047,733 $ 1,092,659
v3.22.4
SCHEDULE I - Condensed Balance Sheets (Parenthetical) (Details) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Common Stock, Par or Stated Value Per Share $ 0.01 $ 0.01
Common Stock, Shares Authorized 2,000,000,000 2,000,000,000
Common Stock, Shares, Issued 412,385,000 400,095,000
Common Stock, Shares, Outstanding 412,385,000 400,095,000
Parent Company    
Common Stock, Par or Stated Value Per Share $ 0.01 $ 0.01
Common Stock, Shares Authorized 2,000,000,000 2,000,000,000
Common Stock, Shares, Issued 412,385,000 400,095,000
Common Stock, Shares, Outstanding 412,385,000 400,095,000
v3.22.4
SCHEDULE I - Condensed Statements of Operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Net income (loss) attributable to common shares $ (106,553) $ (406,487) $ (60,052)
Parent Company      
Equity in net income (loss) of subsidiary (107,281) (406,936) (60,052)
Interest income 728 449 0
Net income (loss) attributable to common shares $ (106,553) $ (406,487) $ (60,052)
v3.22.4
SCHEDULE I - Description of agilon health, inc. (Detail) - Parent Company
Dec. 31, 2022
Restricted Investments, Percent of Net Assets 25.00%
Agilon Health, Inc. [Member]  
Equity Method Investment, Ownership Percentage 100.00%
v3.22.4
SCHEDULE I - Equity (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Parent Company      
Dividends, Cash $ 0 $ 0 $ 0
v3.22.4
SCHEDULE I - Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Reclassification of contingently redeemable common stock in connection with IPO $ 0 $ 309,500 $ 0
Issuance of Common Stock Under Partner Physician Group Equity Agreements Upon IPO 0 268,467 0
Non-cash investment in unconsolidated subsidiaries 190 763 0
Settlement of Stock-Based Liabilities $ 0 $ 0 $ 1,500