SEC Comment Letter 0000000000-23-002823 to agilon health, inc. (AGL) (CIK 0001831097) (AGL)
agilon health, inc. (AGL) (CIK 0001831097)
Date: March 21, 2023 · CIK: 0001831097 · Accession: 0000000000-23-002823
AI Filing Summary & Sentiment
File numbers found in text: 001-40332
Letter
United States securities and exchange commission logo March 21, 2023 Timothy Bensley Chief Financial Officer agilon health, inc. 6210 E Hwy 290, Suite 450 Austin, TX 78723 Re:agilon health, inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 1, 2023 File No. 001-40332 Dear Timothy Bensley: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 68 1.Your Adjusted EBITDA includes adjustments for geography entry costs and accruals for unasserted claims and contingent liabilities in this filing as well as in Exhibit 99.1 to your Form 8-K dated March 1, 2023. Tell us the nature of these costs and your consideration of whether these are normal, recurring, cash operating expenses necessary to operate your business. Refer to Question 100.01 of the staff's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. 2.In future filings, please revise to reconcile the non-GAAP measure "Network contribution" to the most comparable GAAP measure, which appears to be Gross Profit, even if it is not presented on the face of the Statement of Operations. Please also revise the similar reconciliation in Exhibit 99.1 to your Form 8-K dated March 1, 2023.
FirstName LastNameTimothy Bensley Comapany Nameagilon health, inc. March 21, 2023 Page 2 FirstName LastName Timothy Bensley agilon health, inc. March 21, 2023 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio, Accounting Branch Chief, at (202) 551-3676 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
March 21, 2023
Timothy Bensley
Chief Financial Officer
agilon health, inc.
6210 E Hwy 290, Suite 450
Austin, TX 78723
Re:agilon health, inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 1, 2023
File No. 001-40332
Dear Timothy Bensley:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 68
1.Your Adjusted EBITDA includes adjustments for geography entry costs and accruals for
unasserted claims and contingent liabilities in this filing as well as in Exhibit 99.1 to your
Form 8-K dated March 1, 2023. Tell us the nature of these costs and your consideration of
whether these are normal, recurring, cash operating expenses necessary to operate your
business. Refer to Question 100.01 of the staff's Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures.
2.In future filings, please revise to reconcile the non-GAAP measure "Network
contribution" to the most comparable GAAP measure, which appears to be Gross Profit,
even if it is not presented on the face of the Statement of Operations. Please also revise
the similar reconciliation in Exhibit 99.1 to your Form 8-K dated March 1, 2023.
FirstName LastNameTimothy Bensley
Comapany Nameagilon health, inc.
March 21, 2023 Page 2
FirstName LastName
Timothy Bensley
agilon health, inc.
March 21, 2023
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio, Accounting
Branch Chief, at (202) 551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services