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agilon health Reports Third Quarter 2025 Results and Re-Establishes Full Year Outlook

November 04, 2025 | Last Trade: US$0.73 0.08 -10.40
  • Continued Progress on Transformation Initiatives Including the Execution of $30 million in 2026 Operating Cost Reductions

WESTERVILLE, Ohio / Nov 04, 2025 / Business Wire / agilon health, inc. (NYSE: AGL), the trusted partner empowering physicians to transform health care in our communities, today announced results for the third quarter ended September 30, 2025 and provided a full-year 2025 outlook.

“In the third quarter we made tangible progress executing on our transformation initiatives while continuing to absorb the impact of historical challenges. We have enhanced data visibility, instilled a greater financial discipline in our payor contracting processes, and reduced operating costs,” said Ronald A. Williams, Executive Chair. “We are building a more streamlined, agile, accountable, and performance-driven organization. These efforts are already delivering measurable impact—reducing operating expenses by an expected $30 million in 2026, and supporting strong performance expectations for our BOI, clinical, and quality initiatives, with additional potential from more favorable rates, contract economics and payer bids. We remain focused on driving improved and sustainable financial performance in a dynamic healthcare market.”

Third Quarter 2025 Results:

  • The third quarter of 2025 reflects the impact of lower-than-expected 2025 risk adjustment revenue of $73 million including a 9-month true-up for the remaining 28% of members not included in second quarter 2025 results. The higher-than-average impact for the remaining 28% was primarily driven by one payer representing a new market in 2024, where we did not have prior year data. This payer is now in our financial data pipeline which provides confidence in establishing our risk score baseline and potential for 2026. In addition, the quarter reflects a prudent estimate of medical cost trend as well as a $20 million negative impact from exited markets.
  • Total members on the agilon platform decreased to 618,000 as of September 30, 2025, including 503,000 Medicare Advantage members and 115,000 ACO REACH model beneficiaries, as compared to September 30, 2024. Year-over-year changes to membership reflect previously disclosed market exits.
  • Total revenue of $1.44 billion in the third quarter 2025 decreased 1% compared to $1.45 billion in the third quarter 2024. Revenue reflects membership growth in new markets and same geography growth more than offset by the impact from market exits as well as the aforementioned reduction to risk adjustment revenue contribution.
  • Gross profit was negative $68 million in the third quarter 2025 compared to negative $64 million in the third quarter 2024. Net loss was $110 million in the third quarter 2025 compared to net loss of $118 million in the third quarter 2024.
  • Medical margin was negative $57 million during the third quarter 2025, compared to negative $58 million in the third quarter 2024.
  • Adjusted EBITDA loss was $91 million in the third quarter 2025 compared to loss of $96 million in the third quarter 2024.

Key Financial and Operating Metrics ($M):
(Third Quarter 2025 vs. 2024)

    

 

Three Months

Ended September 30,

 

Change

 

2025

 

2024

 

% YoY

Medicare Advantage Members1

503,000

 

525,000

 

(4%)

ACO Model Members1,2

115,000

 

132,000

 

(13%)

Total Members Live on Platform1,2

618,000

 

657,000

 

(6%)

Avg. Medicare Advantage Members

510,000

 

535,000

 

(5%)

Total Revenues

$1,435

 

$1,451

 

(1%)

Gross Profit (Loss)

($68)

 

$(64)

 

(5%)

Medical Margin

($57)

 

$(58)

 

2%

Net Income (Loss)

($110)

 

($118)

 

6%

Adjusted EBITDA3

($91)

 

($96)

 

5%

Geography Entry Costs

$7

 

$7

 

—%

1.

 Membership metrics reflect end of period results.

2.

 agilon’s ACO model entities are not included within its consolidated financial results.

3.

 agilon’s ACO model entities contributed $18 million and $12 million to Adjusted EBITDA during the third quarter 2025 and third quarter 2024, respectively.

Capital Position and Balance Sheet

agilon health’s balance sheet as of September 30, 2025 included cash and cash equivalents and marketable securities of $311 million and total debt of $35 million. At the end of the quarter, agilon health had $172 million of cash associated with the Company’s unconsolidated ACO model entities.

Fiscal Year 2025 Guidance

Guidance reflects the full year impact of approximately $150 million from lower-than-expected risk adjustment revenue. Medical margin guidance below includes approximately $70 million of negative prior period development reported year to date, and the full year expected impact from exited markets of $60 million.

Guidance ($M):

 

Year Ending

December 31, 2025

 

Low

 

High

Medicare Advantage Members1

503,000

 

506,000

ACO Model Members1,2

113,000

 

115,000

Total Members Live on Platform1

616,000

 

621,000

Avg. Medicare Advantage Members

500,000

 

501,000

Total Revenues

$5,810

 

$5,830

Medical Margin

($5)

 

$15

Adjusted EBITDA3

($270)

 

($245)

Geography Entry Costs4

$32

 

$30

1.

 Membership reflects management’s outlook for end of period.

2.

 agilon’s partnered ACO model entities are not consolidated within its financial results.

3.

 Adjusted EBITDA contribution from ACO model entities is expected to be approximately $40-$45 million for fiscal year 2025.

4.

 Geography Entry Costs represent the corresponding expense included in the low-end and high-end of management’s outlook for Adjusted EBITDA.

Webcast and Conference Call

agilon health will host a conference call to discuss third quarter 2025 results on Tuesday, November 4, 2025, at 4:30 PM Eastern Time. The conference call can be accessed by dialing (833) 470-1428 for U.S. participants and +1 (404) 975-4839 for international participants and referencing participant code 291396. A simultaneous listen-only, live webcast can be accessed by visiting the “Events & Presentations” section of agilon’s Investor Relations website at https://investors.agilonhealth.com. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call.

About agilon health

agilon health is the trusted partner empowering physicians to transform health care in our communities. Through our partnerships and purpose-built platform, agilon is accelerating at scale how physician groups and health systems transition to a value-based Total Care Model for their senior patients. agilon provides the technology, people, capital, process, and access to a peer network of approximately 2,200 primary care physicians (PCPs) that allow its physician partners to maintain their independence and focus on the total health of their most vulnerable patients. Together, agilon and its physician partners are creating the healthcare system we need – one built on the value of care, not the volume of fees. The result: healthier communities and empowered doctors. agilon is the trusted partner in 30 diverse communities and is here to help more of our nation's leading physician groups and health systems have a sustained, thriving future. For more information visit www.agilonhealth.com and connect with us on LinkedIn.

Forward-Looking Statements

Statements in this release that are not historical factual statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable terms. Examples of forward-looking statements include, among other things: statements regarding our transformation initiatives, anticipated benefits of our strategic initiatives, expectations related to operating and financial results, strategic growth plans and alignment with the macro environment, expected revenue, medical costs, net income and gross profit, total and average membership, Adjusted EBITDA, Medical Margin, geography entry costs and other financial projections and assumptions, including our fiscal year 2025 guidance. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. These risks and uncertainties that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, but are not limited to: our history of net losses and the expectation that our expenses will increase in the future; failure to identify and develop successful new geographies, physician partners and payors, or execute upon our growth initiatives; success in executing our operating strategies or achieving results consistent with our historical performance; medical expenses incurred on behalf of our members may exceed revenues we receive; our ability to maintain and secure additional contracts with Medicare Advantage payors on favorable terms, if at all; our ability to grow new physician partner relationships sufficient to recover startup costs; availability of additional capital, on acceptable terms or at all, to support our business in the future; significant reduction in our membership; transition to a Total Care Model may be challenging for physician partners; public health crises, such as pandemics or epidemics, could adversely affect us; inaccuracy in estimates of our members’ risk adjustment factors, medical services expense, incurred but not reported claims, and earnings pursuant to payor contracts; the impact of restrictive clauses or exclusivity provisions in some of our contracts with physician partners; our ability to hire and retain qualified personnel; our ability to realize the full value of our intangible assets; security breaches, cybersecurity attacks, loss of data and other disruptions to our information systems; our ability to protect the confidentiality of our know-how and other proprietary and internally developed information; our reliance on our subsidiaries to perform and fund their operations; our use of artificial intelligence and machine learning in our business and challenges with properly managing the development and use of these technologies; our reliance on a limited number of key payors; the limited terms of contracts with our payors and our ability to renew them upon expiration; our ability to navigate the changing healthcare payor market; our reliance on our payors, physician partners and other providers to operate our business; our ability to obtain accurate and complete diagnosis data; our reliance on third-party software, data, infrastructure and bandwidth; consolidation and competition in the healthcare industry; the impact of changes to, and dependence on, federal government healthcare programs; uncertain or adverse economic and macroeconomic conditions, including a downturn or decrease in government expenditures; regulation of the healthcare industry and our and our physician partners’ ability to comply with such laws and regulations; federal and state investigations, audits and enforcement actions; repayment obligations arising out of payor audits; negative publicity regarding the managed healthcare industry generally; our use, disclosure and processing of personally identifiable information, protected health information, and de-identified data; failure to obtain or maintain an insurance license, a certificate of authority or an equivalent authorization; changes in tax laws and regulations, or changes in related judgments or assumptions; our indebtedness and our potential to incur more debt; our dependence on our subsidiaries for cash to fund all of our operations and expenses; provisions in our governing documents; our ability to achieve a return on investment depends on appreciation in the price of our common stock; lawsuits not covered by insurance and securities class action litigation; sustainability issues; our stock price may be volatile; and risks related to management transitions, including the search for a permanent CEO, and our ability to effectively manage leadership changes; and risks related to other factors discussed in our filings with the Securities and Exchange Commission (the “SEC”), including the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which can be found at the SEC’s website at www.sec.gov. Additionally, ongoing implementation of performance initiatives, leadership changes, and dynamic market conditions create additional uncertainty regarding our future operating and financial performance. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.

    

agilon health, inc.

Condensed Consolidated Balance Sheets

In thousands, except per share data

    

 

September 30,
2025

 

December 31,
2024

 

(unaudited)

 

 

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

171,684

 

 

$

188,231

 

Restricted cash and equivalents

 

 

 

 

5,629

 

Marketable securities

 

139,170

 

 

 

211,737

 

Receivables, net

 

947,157

 

 

 

1,017,040

 

Prepaid expenses and other current assets, net

 

80,017

 

 

 

35,137

 

Total current assets

 

1,338,028

 

 

 

1,457,774

 

Property and equipment, net

 

26,148

 

 

 

28,169

 

Intangible assets, net

 

75,254

 

 

 

72,771

 

Goodwill

 

24,133

 

 

 

24,133

 

Other assets

 

132,682

 

 

 

151,136

 

Total assets

$

1,596,245

 

 

$

1,733,983

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

Current liabilities:

 

 

 

Medical claims and related payables

$

1,059,398

 

 

$

931,664

 

Accounts payable and accrued expenses

 

145,517

 

 

 

220,342

 

Current debt

 

34,966

 

 

 

 

Total current liabilities

 

1,239,881

 

 

 

1,152,006

 

Long-term debt

 

 

 

 

34,904

 

Other liabilities

 

50,287

 

 

 

76,121

 

Total liabilities

 

1,290,168

 

 

 

1,263,031

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders' equity (deficit):

 

 

 

Common stock, $0.01 par value: 2,000,000 shares authorized; 414,570 and 412,194 shares issued and outstanding, respectively

 

4,146

 

 

 

4,122

 

Additional paid-in capital

 

2,090,493

 

 

 

2,053,895

 

Accumulated deficit

 

(1,789,442

)

 

 

(1,586,977

)

Accumulated other comprehensive income (loss)

 

880

 

 

 

(88

)

Total stockholders’ equity (deficit)

 

306,077

 

 

 

470,952

 

Total liabilities and stockholders’ equity (deficit)

$

1,596,245

 

 

$

1,733,983

 

        

agilon health, inc.

Condensed Consolidated Statements of Operations

In thousands, except per share data

(unaudited)

    

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Medical services revenue

$

1,432,437

 

 

$

1,447,697

 

 

$

4,354,355

 

 

$

4,528,471

 

Other operating revenue

 

2,884

 

 

 

3,235

 

 

 

8,730

 

 

 

9,573

 

Total revenues

 

1,435,321

 

 

 

1,450,932

 

 

 

4,363,085

 

 

 

4,538,044

 

Expenses:

 

 

 

 

 

 

 

Medical services expense

 

1,489,479

 

 

 

1,505,950

 

 

 

4,336,591

 

 

 

4,323,852

 

Other medical expenses

 

13,488

 

 

 

9,149

 

 

 

95,845

 

 

 

171,096

 

General and administrative

 

56,198

 

 

 

63,123

 

 

 

178,435

 

 

 

209,157

 

Depreciation and amortization

 

7,430

 

 

 

6,218

 

 

 

21,625

 

 

 

17,969

 

Total expenses

 

1,566,595

 

 

 

1,584,440

 

 

 

4,632,496

 

 

 

4,722,074

 

Income (loss) from operations

 

(131,274

)

 

 

(133,508

)

 

 

(269,411

)

 

 

(184,030

)

Other income (expense):

 

 

 

 

 

 

 

Income (loss) from equity method investments

 

13,133

 

 

 

2,047

 

 

 

31,217

 

 

 

17,686

 

Other income (expense), net

 

9,441

 

 

 

16,061

 

 

 

26,581

 

 

 

26,794

 

Interest expense

 

(1,838

)

 

 

(1,622

)

 

 

(4,925

)

 

 

(4,603

)

Income (loss) before income taxes

 

(110,538

)

 

 

(117,022

)

 

 

(216,538

)

 

 

(144,153

)

Income tax benefit (expense)

 

331

 

 

 

590

 

 

 

73

 

 

 

306

 

Income (loss) from continuing operations

 

(110,207

)

 

 

(116,432

)

 

 

(216,465

)

 

 

(143,847

)

Discontinued operations:

 

 

 

 

 

 

 

Income (loss) before gain (loss) on sales

 

 

 

 

(1,183

)

 

 

 

 

 

(1,701

)

Adjustments on sale of assets, net

 

 

 

 

 

 

 

14,000

 

 

 

(8,763

)

Total discontinued operations

 

 

 

 

(1,183

)

 

 

14,000

 

 

 

(10,464

)

Net income (loss)

 

(110,207

)

 

 

(117,615

)

 

 

(202,465

)

 

 

(154,311

)

Noncontrolling interests’ share in (earnings) loss

 

 

 

 

 

 

 

 

 

 

(50

)

Net income (loss) attributable to common shares

$

(110,207

)

 

$

(117,615

)

 

$

(202,465

)

 

$

(154,361

)

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Continuing operations

$

(0.27

)

 

$

(0.29

)

 

$

(0.52

)

 

$

(0.35

)

Discontinued operations

$

 

 

$

 

 

$

0.03

 

 

$

(0.03

)

Weighted average shares outstanding

 

 

 

 

 

 

 

Basic and diluted

 

414,465

 

 

 

411,591

 

 

 

413,751

 

 

 

410,604

 

                

agilon health, inc.

Condensed Consolidated Statements of Cash Flows

In thousands

(unaudited)

  

 

Nine Months Ended
September 30,

 

 

2025

 

 

 

2024

 

Cash flows from operating activities:

 

 

 

Net income (loss)

$

(202,465

)

 

$

(154,311

)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

Depreciation and amortization

 

21,625

 

 

 

17,969

 

Stock-based compensation expense

 

39,599

 

 

 

48,375

 

Loss (income) from equity method investments

 

(31,217

)

 

 

(17,686

)

Distributions of earnings from equity method investments

 

 

 

 

3,340

 

Adjustments on sale of assets, net

 

(14,000

)

 

 

3,784

 

Other noncash items

 

(5,571

)

 

 

(491

)

Changes in operating assets and liabilities:

 

106,803

 

 

 

24,824

 

Net cash provided by (used in) operating activities

 

(85,226

)

 

 

(74,196

)

Cash flows from investing activities:

 

 

 

Purchase of property and equipment

 

(10,274

)

 

 

(9,985

)

Purchase of intangible assets

 

(23,076

)

 

 

(18,877

)

Investment in loans receivable and other

 

(1,000

)

 

 

(9,742

)

Investments in marketable securities

 

(60,154

)

 

 

(12,006

)

Proceeds from maturities of marketable securities and other

 

160,531

 

 

 

166,828

 

Net cash provided by (used in) investing activities

 

66,027

 

 

 

116,218

 

Cash flows from financing activities:

 

 

 

Proceeds from (payments for) equity issuances, net

 

(2,977

)

 

 

1,189

 

Repayments of long-term debt

 

 

 

 

(3,750

)

Net cash provided by (used in) financing activities

 

(2,977

)

 

 

(2,561

)

Net increase (decrease) in cash, cash equivalents and restricted cash and equivalents

 

(22,176

)

 

 

39,461

 

Cash, cash equivalents and restricted cash and equivalents, beginning of period

 

193,860

 

 

 

114,329

 

Cash, cash equivalents and restricted cash and equivalents, end of period

$

171,684

 

 

$

153,790

 
        

agilon health, inc.

Key Operating Metrics

In thousands

(unaudited)

    

GROSS PROFIT (LOSS)

    

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Total revenues

$

1,435,321

 

 

$

1,450,932

 

 

$

4,363,085

 

 

$

4,538,044

 

Medical services expense

 

(1,489,479

)

 

 

(1,505,950

)

 

 

(4,336,591

)

 

 

(4,323,852

)

Other medical expenses(1)

 

(13,488

)

 

 

(9,149

)

 

 

(95,845

)

 

 

(171,096

)

Gross profit (loss)

$

(67,646

)

 

$

(64,167

)

 

$

(69,351

)

 

$

43,096

 

______________________________________________________________

(1)

 Represents physician compensation expense related to surplus sharing and other care management expenses that help to create medical cost efficiency. Includes costs in geographies that are in implementation and are not yet generating revenue and investments to grow existing markets. For the three months ended September 30, 2025 and 2024, costs incurred in implementing geographies were $1.9 million and $1.4 million, respectively. For the nine months ended September 30, 2025 and 2024, costs incurred in implementing geographies were $0.9 million and $2.0 million, respectively.

GENERAL AND ADMINISTRATIVE COSTS, INCLUDING PLATFORM SUPPORT COSTS

    

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

 

2024

Platform support costs

$

38,652

 

$

42,353

 

$

120,313

 

 

$

129,752

Geography entry costs(1)

 

4,807

 

 

5,857

 

 

15,617

 

 

 

21,182

Severance and related costs

 

4,092

 

 

1,453

 

 

4,736

 

 

 

4,736

Stock-based compensation expense

 

7,498

 

 

13,259

 

 

39,599

 

 

 

48,375

Other(2)

 

1,149

 

 

201

 

 

(1,830

)

 

 

5,112

General and administrative

$

56,198

 

$

63,123

 

$

178,435

 

 

$

209,157

______________________________________________________________

(1)

 Represents direct geography entry costs, including investments to develop and expand our platform and costs in geographies that are in implementation and are not yet generating revenue and investments to grow existing markets.
   

(2)

 Includes transaction-related costs.

Our platform support costs, which include regionally-based support personnel and other operating costs to support our geographies, are expected to decrease over time as a percentage of revenue as our physician partners add members and our revenue grows. Our operating expenses at the enterprise level include resources and technology to support payor contracting, clinical program development, quality, data management, finance, and legal and compliance functions.

agilon health, inc.

Non-GAAP Financial Measures

In thousands

(unaudited)

    

MEDICAL MARGIN

    

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Gross profit (loss)(1)

$

(67,646

)

 

$

(64,167

)

 

$

(69,351

)

 

$

43,096

 

Other operating revenue

 

(2,884

)

 

 

(3,235

)

 

 

(8,730

)

 

 

(9,573

)

Other medical expenses

 

13,488

 

 

 

9,149

 

 

 

95,845

 

 

 

171,096

 

Medical margin

$

(57,042

)

 

$

(58,253

)

 

$

17,764

 

 

$

204,619

 

______________________________________________________________

(1) Gross profit (loss) is defined as total revenues less medical services expense and other medical expenses.

ADJUSTED EBITDA

    

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Net income (loss)(1)

$

(110,207

)

 

$

(117,615

)

 

$

(202,465

)

 

$

(154,311

)

(Income) loss from discontinued operations, net of income taxes

 

 

 

 

1,183

 

 

 

(14,000

)

 

 

10,464

 

Interest expense

 

1,838

 

 

 

1,622

 

 

 

4,925

 

 

 

4,603

 

Income tax expense (benefit)

 

(331

)

 

 

(590

)

 

 

(73

)

 

 

(306

)

Depreciation and amortization

 

7,430

 

 

 

6,218

 

 

 

21,625

 

 

 

17,969

 

Severance and related costs

 

4,092

 

 

 

1,453

 

 

 

4,736

 

 

 

4,736

 

Stock-based compensation expense

 

7,498

 

 

 

13,259

 

 

 

39,599

 

 

 

48,375

 

EBITDA adjustments related to equity method investments(2)

 

4,969

 

 

 

9,719

 

 

 

16,178

 

 

 

15,025

 

Other(3)

 

(6,781

)

 

 

(11,718

)

 

 

(24,783

)

 

 

(16,800

)

Adjusted EBITDA

$

(91,492

)

 

$

(96,469

)

 

$

(154,258

)

 

$

(70,245

)

______________________________________________________________

(1)

 Includes direct geography entry costs, including investments to develop and expand our platform and costs in geographies that are in implementation and are not yet generating revenue and investments to grow existing markets. For the three months ended September 30, 2025 and 2024, (i) $1.9 million and $1.4 million, respectively, are included in other medical expenses and (ii) $4.8 million and $5.8 million, respectively, are included in general and administrative expenses. For the nine months ended September 30, 2025 and 2024, (i) $0.9 million and $2.0 million, respectively, are included in other medical expenses and (ii) $15.6 million and $21.2 million, respectively, are included in general and administrative expenses.
   

(2)

 Includes elimination of certain administrative services provided by agilon health, inc. to equity method investments.
   

(3)

 Includes interest income, transaction-related costs and elimination of certain administrative services provided by agilon health, inc. to equity method investments.

agilon health, inc.

Supplemental Financial Information

In thousands

(unaudited)

    

 

Three Months Ended
September 30, 2025

 

Nine Months Ended
September 30, 2025

 

Medicare
Advantage
(Consolidated)

 

CMS ACO Models
(Unconsolidated)

 

Medicare
Advantage
(Consolidated)

 

CMS ACO Models
(Unconsolidated)

Medical services revenue

$

1,432,437

 

 

$

458,309

 

 

$

4,354,355

 

 

$

1,306,580

 

Other operating revenue

 

2,884

 

 

 

 

 

 

8,730

 

 

 

 

Total revenues

 

1,435,321

 

 

 

458,309

 

 

 

4,363,085

 

 

 

1,306,580

 

Medical services expense

 

(1,489,479

)

 

 

(401,473

)

 

 

(4,336,591

)

 

 

(1,155,228

)

Other medical expenses

 

(13,488

)

 

 

(33,660

)

 

 

(95,845

)

 

 

(87,750

)

Gross profit (loss)

 

(67,646

)

 

 

23,176

 

 

 

(69,351

)

 

 

63,602

 

Other operating revenue

 

(2,884

)

 

 

 

 

 

(8,730

)

 

 

 

Other medical expenses

 

13,488

 

 

 

33,660

 

 

 

95,845

 

 

 

87,750

 

Medical margin

$

(57,042

)

 

$

56,836

 

 

$

17,764

 

 

$

151,352

 

Certain of our operations are not consolidated for the period presented because we do not have the ability to control certain activities due to another party’s control of the entities’ board of directors. Although revenues of the unconsolidated operations are not recorded as revenues by us, income (loss) from equity method investments is nonetheless a significant portion of our overall earnings. See Note 14 to the Condensed Consolidated Financial Statements in the Quarterly Report on Form 10-Q for the period ending September 30, 2025 for additional discussion on our equity method investments.

In addition to providing results that are determined in accordance with GAAP, we present Medical Margin and Adjusted EBITDA, which are non-GAAP financial measures.

We define Medical Margin as medical services revenue after medical services expense is deducted. Medical services expense represents costs incurred for medical services provided to our members. As our platform matures over time, we expect Medical Margin to increase in absolute dollars. However, Medical Margin per member per month (PMPM) may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to Medical Margin PMPM. We believe this metric provides insight into the economics of our capitation arrangements as it includes all medical services expense directly associated with our members’ care.

We define Adjusted EBITDA as net income (loss) adjusted to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization, (v) stock-based compensation expense, (vi) severance and related costs, and (vii) certain other items that are not considered by us in the evaluation of ongoing operating performance. We reflect our share of Adjusted EBITDA for equity method investments by applying our actual ownership percentage for the period to the applicable reconciling items on an entity-by-entity basis.

Gross profit (loss) is the most directly comparable GAAP measure to Medical Margin. Net income (loss) is the most directly comparable GAAP measure to Adjusted EBITDA.

We believe Medical Margin and Adjusted EBITDA help identify underlying trends in our business and facilitate evaluation of period-to-period operating performance of our operations by eliminating items that are variable in nature and not considered by us in the evaluation of ongoing operating performance, allowing comparison of our recurring core business operating results over multiple periods. We also believe Medical Margin and Adjusted EBITDA provide useful information about our operating results, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics we use for financial and operational decision-making. We believe Medical Margin and Adjusted EBITDA or similarly titled non-GAAP measures are widely used by investors, securities analysts, ratings agencies, and other parties in evaluating companies in our industry as a measure of financial performance. Other companies may calculate Medical Margin and Adjusted EBITDA or similarly titled non-GAAP measures differently from the way we calculate these metrics. As a result, our presentation of Medical Margin and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, limiting their usefulness as comparative measures.

Terns Pharmaceuticals

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