agilon health, inc.AGL

agilon health, inc. Goodwill & Intangibles Disclosure

10-KFiled Feb 25, 20263 min read
NOTE 6. Goodwill and Amortizable Intangible Assets
The Company performs an annual assessment of its goodwill during the fourth quarter of each calendar year, or more frequently if indicators of potential impairment exist, such as an adverse change in business climate, declines in market capitalization or a decline in the overall industry demand, that would indicate it is more likely than not that the fair value of its single reporting unit is less than its carrying value.
For the year ended December 31, 2024, the Company completed the required annual goodwill impairment test during the fourth quarter and no impairment was recognized. For the year ended December 31, 2025, the Company completed the required annual goodwill impairment test during the fourth quarter and recorded a non-cash goodwill impairment charge of $24.1 million, which is included in impairments in the consolidated statements of operations, and reduced the carrying value to zero. The results of the impairment test showed that the fair value of the My Personal Health Record Express, Inc. (“mphrx”) reporting unit was lower than its carrying value. The fair value of the mphrx reporting unit was determined using the income approach by employing the discounted cash flow method, which assumptions are categorized as Level 3 inputs within the fair value hierarchy. The significant estimates used in the discounted cash flows model included the Company’s weighted average cost of capital, projected cash flows and the long-term rate of growth. In addition to the lower financial projections, decline in the Company’s market capitalization and changes in macro-economic conditions contributed to the amount of the goodwill impairment charge.
In addition to the goodwill impairment charge mentioned above, as a result of the assessment during the fourth quarter of 2025, the Company recognized a $12.0 million non-cash impairment charge, which is included in impairments in the consolidated statements of operations, primarily related to the trade name.
The following table summarizes the Company’s amortizable intangible assets as of December 31, 2025 (dollars in thousands):
Useful Life
(Years)		Gross
Carrying
Amount		Accumulated
Amortization 		Net
Carrying
Value
Developed technology
10
$17,213 $(6,970)$10,243 
Noncompete enforcement agreements
1-10
109,756 (54,274)55,482 
Other
5
600 (600)— 
$127,569 $(61,844)$65,725 
The following table summarizes the Company’s amortizable intangible assets as of December 31, 2024 (dollars in thousands):
Useful Life
(Years)		Gross
Carrying
Amount		Accumulated
Amortization 		Net
Carrying
Value
Trade names
30
$600 $(170)$430 
Developed technology
10
25,600 (4,693)20,907 
Noncompete enforcement agreements
1-10
94,049 (44,643)49,406 
Other
4-15
3,600 (1,572)2,028 
$123,849 $(51,078)$72,771 
For the years ended December 31, 2025, 2024, and 2023, the Company recognized $13.4 million, $12.3 million, and $8.0 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, 2025 (in thousands):
YearAmount
2026$12,323 
20279,116 
20287,800 
20297,583 
20307,294 
Thereafter21,609 
$65,725 

Historical Timeline

Fiscal YearFiled
2025Feb 25, 2026Showing above
2024Feb 25, 2025
2023Feb 27, 2024

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.

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