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Astrana Health Inc

For the period ended Mar 31, 2025. Filed May 9, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 9, 2025

ASTH$34.50-11.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-12.

0000950170-24-125133

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-09.

0000950170-25-068198

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 111 previous paragraphs and 87 current paragraphs.

43 unchanged; 30 reworded; 14 added; 34 removed; 4 previous and 0 current paragraphs rearranged.

Tables are not compared: 12 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

In this section, “we,” “our,” “ours,” and “us” refer to Astrana Health, Inc. (“Astrana”) and its consolidated subsidiaries and affiliated entities, as appropriate, including its consolidated variable interest entities (“VIEs”).

Current report

Astrana announced several additions to its leadership team to support continued growth and execution. The Company welcomes Georgie Sam, Chief Data & Analytics Officer, who will oversee enterprise-wide data and analytics strategy to deliver even faster, more actionable insights to our stakeholders, and Glenn Sobotka, Chief Accounting Officer, who brings deep experience to support Astrana’s continued financial discipline and scalability. Rita Pew was promoted to the role of Chief People Officer, helping Astrana further invest in the talent and culture that drive Astrana forward.

Current report

Astrana received Hart-Scott-Rodino (“HSR”) approval for its pending acquisition of Prospect Health, which remains on track to close this summer.

Current report

Expenses related to cost of services, excluding depreciation and amortization for the three months ended March 31, 2025 were $549.1 million as compared to $330.4 million for the same period in 2024, an increase of $218.7 million or 66%. The overall increase was primarily due to increased participation in a value-based Medicare FFS model and medical costs associated with both professional and institutional risk of our Restricted Knox-Keene licensed health plan as a result of our recent acquisitions within our Care Partners segment which were commensurate to our increase in revenue.

Current report

Other loss for the three months ended March 31, 2025 was $5.1 million as compared to $4.3 million for the same period in 2024, a decrease of $0.8 million or 19%. The increase in other loss was primarily due to debt issuance costs that were expensed in connection with the Second Amended and Restated Credit Facility.

Current report

Revenue for the three months ended March 31, 2025 was $601.0 million as compared to $382.3 million for the three months ended March 31, 2024, an increase of $218.6 million or 57%. Operating income for the three months ended March 31, 2025 was $44.2 million, as compared to $43.2 million for the three months ended March 31, 2024, an increase in operating income of $1.0 million or 2%. The increase in revenue and operating income was primarily due to recent acquisitions within our Care Partners segment.

Current report

Other, net for the three months ended March 31, 2025 relates to debt issuance costs expensed in connection with our Second Amended and Restated Credit Facility, transaction costs for our acquisition of Prospect, data transition costs for our recent acquisitions, certain costs associated with the CHS transaction, non-cash changes related to change in the fair value of our call option and Collar Agreement, and severance fees incurred.
Removed paragraphs (34)

Previous report

Closing of Collaborative Health Systems, LLC Securities Purchase

Previous report

On July 24, 2024, the Company and its affiliated professional entity entered into a definitive agreement to acquire all of the outstanding membership interest relating to Collaborative Health Systems, LLC (“CHS”), Golden Triangle Physician Alliance, and Heritage Physician Networks, for an aggregate purchase price of $37.5 million, subject to customary adjustments, plus earnout payments in an aggregate amount of up to $21.5 million. On October 4, 2024, the Company closed the acquisition ofall of the outstanding membership interest in Collaborative Health Systems, LLC and all of the outstanding equity interests in Golden Triangle Physician Alliance and Heritage Physician Networks. CHS partners with independent providers in caring for over 129,000 Medicare members across 17 states. CHS provides comprehensive support for its physician partners by providing management services, risk contracting, and population health capabilities, including actionable data and other tools, to deliver care coordination and closure of gaps in care. CHS provides additional services to secure and deliver favorable value-based contracts with commercial and other health plans.

Previous report

Agreement to Acquire Certain Assets and Businesses of Prospect

Previous report

On November 8, 2024, the Company and certain direct and indirect subsidiaries party thereto entered into an Asset and Equity Purchase Agreement (the “Purchase Agreement”) with PHP Holdings, LLC (“PHPH”), PHS Holdings, LLC (“PHS”), Prospect Intermediate Holdings, LLC (“PIH” and, together with PHPH and PHS, the “Prospect Equity Sellers”), certain other related entities party thereto (such entities, the “Prospect Asset Sellers” and, together with the Prospect Equity Sellers, the “Sellers”) and Prospect Medical Holdings, Inc. (“Prospect”), as Seller Representative. Under the terms of the Purchase Agreement, subject to satisfaction of customary conditions, the Company will purchase all of the outstanding equity interests of Prospect Health Services RI, Inc. (d/b/a Prospect ACO Rhode Island), Alta Newport Hospital, LLC (d/b/a Foothill Regional Medical Center) (the “Hospital”) and Prospect Health Plan, Inc., and substantially all the assets of certain direct and indirect subsidiaries of PHPH, for an aggregate purchase price of $745.0 million, including $55.0 million that will be held in escrow for purchase price adjustment and indemnity purposes, subject to customary adjustments, plus the assumption of certain identified liabilities of the Sellers (the “Transaction”).

Previous report

The Sellers provide a range of services through owned and managed medical groups, IPAs, and a Managed Services Organization, which provides administrative support to Sellers’ affiliated medical groups and IPAs. The Sellers also support health plan delegated functions for Medicare Advantage, Medicaid/Medi-Cal, and commercial insurance products, while participating in risk models such as Accountable Care Organizations and Direct Contracting Entities. The Hospital, as a direct subsidiary of PIH, is a fully accredited acute care hospital based in Tustin, California, that offers a variety of services and programs, including general and specialized surgery, orthopedics and spine surgery, rehabilitation, imaging and radiology, intensive care and skilled nursing.

Previous report

The Purchase Agreement includes customary representations, warranties, indemnification provisions, covenants, conditions and other agreements, including that each party is bound by a non-solicitation covenant and Sellers will abide by certain exclusivity and non-competition covenants. The Purchase Agreement also contains certain customary termination rights, including termination by either party if the conditions to closing the Purchase Agreement have not been met or waived by August 8, 2025, provided, that if certain required regulatory approvals have not been met by such date, then the Sellers may extend such date for up to an additional three months. The obligations of the parties to complete the Transaction are subject to the satisfaction, or waiver, of customary closing conditions, including receipt of applicable regulatory and governmental approvals. It is currently anticipated that the Transaction will close in the middle of 2025. The Company cannot provide any assurance that the Transaction will close in a timely manner, or at all.

Previous report

To provide additional financial flexibility for the Company, in connection with the execution of the Purchase Agreement, the Company entered into a commitment letter (the “Commitment Letter”), dated as of November 8, 2024, with Truist Bank and JPMorgan Chase Bank, N.A. (together, the “Banks”) and the other affiliates of the Banks party thereto, pursuant to which the Banks committed to provide (i) a 364-day senior secured bridge term loan in an aggregate principal amount of up to $1,095.0 million (the “Bridge Facility”) and (ii) a five-year senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million. The Company intends to use the proceeds of the Bridge Facility, together with cash on hand, to fund the Transaction, to refinance the Company’s existing credit facilities and to pay for fees, costs and expenses incurred in connection with the foregoing. The funding of the Bridge Facility provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including but not limited to (i) the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the Commitment Letter, and (ii) the consummation of the Transaction in accordance with the Purchase Agreement. Amounts funded under the Bridge Facility, if any, will be reduced by the aggregate amount of gross proceeds that the Company elects to raise in a long-term debt and/or equity financing transaction on or prior to the closing of the Transaction as further set forth in the Commitment Letter.

Previous report

Our total revenue for the nine months ended September 30, 2024, was $1,369.3 million, as compared to $1,033.6 million for the nine months ended September 30, 2023, an increase of $335.7 million, or 32%. The increase in revenue was primarily attributable to capitation revenue. Capitation revenue increased by $333.5 million primarily as a result of our recent acquisitions within our Care Partners segment, including the acquisition of CFC IPA assets that closed on January 31, 2024, and Restricted Knox-Keene licensed health plans acquired on March 31, 2024, along with enrollees transitioning to full risk through the Company’s Restricted Knox-Keene plans.

Previous report

Expenses related to cost of services for the three months ended September 30, 2024 were $405.2 million, as compared to $275.4 million for the same period in 2023, an increase of $129.8 million. The increase in cost of service was primarily attributable to our recent acquisitions within our Care Partners segment along with enrollees transitioning to full risk through the Company's Restricted Knox-Keene plans.

Previous report

Expenses related to cost of services for the nine months ended September 30, 2024 were $1,148.4 million, as compared to $857.6 million for the same period in 2023, an increase of $290.8 million. The increase in cost of service was primarily attributable to our recent acquisitions within our Care Partners segment, along with enrollees transitioning to full risk through the Company’s Restricted Knox-Keene plans.

Previous report

Income from equity method investments for the three months ended September 30, 2024 was $1.4 million, as compared to loss from equity method investments of $2.1 million for the same period in 2023, an increase of $3.5 million. The increase was primarily due to APC’s equity method investment in LMA. For the three months ended September 30, 2024 and 2023, APC recognized income of $1.1 million and a loss of $2.2 million, respectively, from this investment.

Previous report

Interest expense for the nine months ended September 30, 2024 was $25.0 million, as compared to $10.7 million for the same period in 2023, an increase of $14.3 million. The increase in interest expense was primarily due to greater amounts borrowed on the Amended Credit Facility. As of September 30, 2024, the Company borrowed $432.0 million on the Amended Credit Facility compared to $180.0 million as of September 30, 2023.

Previous report

Unrealized gain for the nine months ended September 30, 2024 was $0.4 million, as compared to unrealized loss of $5.9 million for the same period in 2023, an increase in unrealized gain of $6.3 million. The increase in unrealized gain on investments was primarily driven by changes in the fair value of equity securities that were sold in December 2023.

Previous report

Other income for the three months ended September 30, 2024 was $2.7 million, as compared to other income of $1.9 million for the same period in 2023, an increase of $0.8 million.

Previous report

Other income for the nine months ended September 30, 2024 was $4.5 million, as compared to other income of $4.3 million for the same period in 2023, an increase of $0.3 million.

Previous report

Provision for income taxes was $25.0 million for the nine months ended September 30, 2024, as compared to a provision for income taxes of $31.0 million for the same period in 2023, a decrease of $6.0 million. The decrease in provision for income taxes was due to tax restructuring that resulted in a lower tax rate.

Previous report

Net income attributable to non-controlling interests for the nine months ended September 30, 2024 was $7.6 million, as compared to net income attributable to non-controlling interests for the nine months ended September 30, 2023 of $9.6 million, a decrease in net income attributable to non-controlling interest of $2.0 million. The decrease was primarily driven by a decrease in unrealized loss resulting from the change in the fair value of equity securities held by Excluded Assets and subsequently sold in December 2023, and a decrease in rental income for the Excluded Assets as a result of the spin-off.

Previous report

Our net income attributable to Astrana Health, Inc., for the nine months ended September 30, 2024 was $50.1 million, as compared to $48.4 million for the same period in 2023, an increase of $1.7 million.

Previous report

Revenue for the three months ended September 30, 2024 was $455.8 million, as compared to $320.9 million for the three months ended September 30, 2023, an increase of $134.9 million, or 42%. Operating income for the three months ended September 30, 2024 was $38.8 million, as compared to $40.3 million for the three months ended September 30, 2023, a decrease in operating income of $1.6 million, or 4%. The increase in revenue was primarily a result of our recent acquisitions within our Care Partners segment, including the acquisition of CFC IPA assets that closed on January 31, 2024, and Restricted Knox-Keene licensed health plans acquired on March 31, 2024 and May 1, 2023, along with enrollees transitioning to full risk through the Company’s Restricted Knox-Keene plans. The decrease in operating income was primarily due to a timing difference in when certain incentive dollars were recognized.

Previous report

Revenue for the nine months ended September 30, 2024 was $1,301.4 million, as compared to $957.3 million for the nine months ended September 30, 2023, an increase of $344.1 million, or 36%. Operating income for the nine months ended September 30, 2024 was $122.3 million, as compared to $90.5 million for the nine months ended September 30, 2023, an increase in operating income of $31.8 million, or 35%. The increase in revenue and operating income was primarily a result of our recent acquisitions within our Care Partners segment, including the acquisition of CFC IPA assets that closed on January 31, 2024, and Restricted Knox-Keene licensed health plans acquired on March 31, 2024 and May 1, 2023, along with enrollees transitioning to full risk through the Company’s Restricted Knox-Keene plans.

Previous report

Revenue for the nine months ended September 30, 2024 was $100.3 million, as compared to $79.8 million for the nine months ended September 30, 2023, an increase of $20.5 million. Operating income for the nine months ended September 30, 2024 was $0.2 million, as compared to a loss of $1.4 million for the nine months ended September 30, 2023, an increase in operating income of $1.7 million. The increase in revenue and operating income was primarily driven by increased volume in patient visits at our primary, multi-specialty, and ancillary care delivery entities.

Previous report

Revenue for the nine months ended September 30, 2024 was $110.4 million, as compared to $102.5 million for the nine months ended September 30, 2023, an increase of $7.9 million. Operating income for the nine months ended September 30, 2024 was $16.7 million, as compared to operating income of $19.8 million for the nine months ended September 30, 2023, a decrease in operating income of $3.1 million. The increase in revenue was primarily due to managing more IPAs and the decrease in operating income was due to more expenses incurred to support the growth in Care Enablement operations.

Previous report

As we adjust our full-year outlook to incorporate CHS's financial contribution, we are raising our revenue guidance and narrowing our net income attributable to Astrana, Adjusted EBITDA, and EPS guidance for the year ending December 31, 2024.

Previous report

Other, net for the three months ended September 30, 2024 relates to non-cash changes related to change in the fair value of our financing obligation to purchase the remaining equity interests in one of our investments, non-cash changes related to change in the fair value of the Company’s Collar Agreement, non-cash gain on debt extinguishment related to one of our promissory note payables, and transaction costs incurred for our investments and tax restructuring fees.

Previous report

Other, net for the three and nine months ended September 30, 2023 relates to transaction costs incurred for our investments and tax restructuring fees and non-cash changes related to change in the fair value of our financing obligation to purchase the remaining equity interests in one of our investments, changes in the fair value of our contingent liabilities, and changes in the fair value of the Company's Collar Agreement.

Previous report

To provide additional financial flexibility for the Company, in connection with the execution of the Purchase Agreement, the Company entered into a commitment letter (the “Commitment Letter”), dated as of November 8, 2024, with the Banks and the other affiliates of the Banks party thereto, pursuant to which the Banks committed to provide (i) the Bridge Facility, a 364-day senior secured bridge term loan in an aggregate principal amount of up to $1,095.0 million, and (ii) a five-year senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million. The Company intends to use the proceeds of the Bridge Facility, together with cash on hand, to fund the Transaction, to refinance the Company’s existing credit facilities and to pay for fees, costs and expenses incurred in connection with the foregoing. The funding of the Bridge Facility provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including but not limited to (i) the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the Commitment Letter, and (ii) the consummation of the Transaction in accordance with the Purchase Agreement. Amounts funded under the Bridge Facility, if any, will be reduced by the aggregate amount of gross proceeds that the Company elects to raise in a long-term debt and/or equity financing transaction on or prior to the closing of the Transaction as further set forth in the Commitment Letter.

Previous report

On April 1, 2024, the Company received $8.3 million as a promissory note with a maturity date of March 31, 2027. I Health may accelerate the maturity date if the Company does not exercise the I Health Call Options. On July 1, 2024, an amendment was made to the I Health Promissory Note that, among other things, increased the original principal amount by an additional $1.6 million. As a result, the total amount payable under the I Health Promissory Note is $9.9 million. Refer to Note 9 — “Credit Facility, Promissory Notes Payable, Bank Loans, and Lines of Credit” to our condensed consolidated financial statements under Item 1 in this quarterly report on Form 10-Q for additional information.
Reworded paragraphs (30)

Previous wording

Astrana Health, Inc. (“Astrana”) is a leading physician-centric, technology-powered, risk-bearing healthcare management company. Leveraging its proprietary population health management and healthcare delivery platform, Astrana operates an integrated, value-based healthcare model, which aims to empower the providers in its network to deliver the highest quality of care to its patients in a cost-effective manner. Together with our affiliated physician groups and consolidated entities, we provide coordinated outcomes-based medical care in a cost-effective manner.

Current wording

Astrana Health, Inc. (“Astrana”) is a leading physician-centric, technology-powered, risk-bearing healthcare management company. Leveraging its proprietary population health management and healthcare delivery platform, Astrana operates an integrated, value-based healthcare model. This model aims to empower the providers in its network to deliver the highest quality of care to its patients in a cost-effective manner. Together with our affiliated physician groups and consolidated entities, we cost-effectively provide coordinated outcomes-based medical care.

Previous wording

Through our risk-bearing organizations with more than 10,000 contracted physicians, we are responsible for coordinating care in value-based care arrangements for approximately 1.0 million patients primarily in California as of September 30, 2024. These covered patients are comprised of managed care members whose health coverage is provided either through their employers, acquired directly from a health plan, or as a result of their eligibility for Medicaid or Medicare benefits. Our managed patients benefit from an integrated approach that places physicians at the center of patient care and utilizes sophisticated risk management techniques and clinical protocols to provide high-quality, cost-effective care.

Current wording

Through our risk-bearing organizations with more than 12,000 contracted physicians, we are responsible for coordinating care in value-based care arrangements for over 1.0 million patients as of March 31, 2025. These covered patients are comprised of managed care members whose health coverage is provided either through their employers, acquired directly from a health plan, or as a result of their eligibility for Medicaid or Medicare benefits. Our managed patients benefit from an integrated approach that places physicians at the center of patient care and utilizes sophisticated risk management techniques and clinical protocols to provide high-quality, cost-effective care.

Previous wording

Our revenue, which is recorded in the period in which services are rendered and earned, primarily consists of capitation revenue, risk pool settlements and incentives, management fee income, and fee-for-service (“FFS”) revenue. The form of billing and related risk of collection for such services may vary by type of revenue and the customer.

Current wording

Our revenue, which is recorded in the period in which services are rendered and earned, primarily consists of capitation revenue as well as risk pool settlements and incentives, management fee income, and fee-for-service (“FFS”) revenue. The form of billing and related risk of collection for such services may vary by type of revenue and the customer.

Previous wording

Our largest expenses consist of the cost of (i) patient care paid to contracted providers; (ii) information technology equipment and software; and (iii) hiring staff to provide management and administrative support services to our affiliated physician groups, as further described in the following sections. These services include claims processing, utilization management, contracting, accounting, credentialing, and administrative oversight.

Current wording

Our largest expenses consist of the cost of (i) patient care paid to contracted providers; (ii) information technology equipment and software; and (iii) staff to provide management and administrative support services to our affiliated physician groups, as further described in the following sections. These services include claims processing, utilization management, contracting, accounting, credentialing, and administrative oversight.

Previous wording

Adjusted EBITDA and Adjusted EBITDA margin are supplemental performance measures of our operations for financial and operational decision-making, and are used as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, stock-based compensation, and APC excluded assets costs. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.

Current wording

Adjusted EBITDA and Adjusted EBITDA margin are supplemental performance measures of our operations for financial and operational decision-making, and are used as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, and stock-based compensation. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.

Previous wording

As of September 30, 2024 and 2023, we managed a total of 18 and 15 independent risk-bearing organizations including both affiliated and non-affiliated, respectively. The total number of patients for whom we managed the delivery of healthcare services was approximately 1.0 million and 0.9 million as of September 30, 2024 and 2023, respectively.

Current wording

As of March 31, 2025 and 2024, we managed a total of 20 and 18 independent risk-bearing organizations, including both affiliated and non-affiliated, respectively. The total number of patients for whom we managed the delivery of healthcare services was over 1.0 million as of March 31, 2025 and 2024.

Previous wording

Our total revenue for the three months ended September 30, 2024, was $478.7 million, as compared to $348.2 million for the three months ended September 30, 2023, an increase of $130.5 million, or 37%. The increase in revenue was primarily attributable to capitation revenue. Capitation revenue increased by $125.7 million primarily as a result of our recent acquisitions within our Care Partners segment, including the acquisition of CFC IPA assets that closed on January 31, 2024, and Restricted Knox-Keene licensed health plans acquired on March 31, 2024 and May 1, 2023, along with enrollees transitioning to full risk through the Company’s Restricted Knox-Keene plans.

Current wording

Total revenue for the three months ended March 31, 2025, was $620.4 million, as compared to $404.4 million for the three months ended March 31, 2024, an increase of $216.0 million, or 53%. The increase in revenue was primarily attributable to capitation revenue. Capitation revenue increased by $218.0 million primarily as a result of our recent acquisitions within our Care Partners segment, along with enrollees transitioning to full risk through the Company’s Restricted Knox-Keene plans.

Previous wording

General and administrative expenses for the three months ended September 30, 2024 were $37.8 million, as compared to $29.4 million for the same period in 2023, an increase of $8.4 million. The increase was primarily due to increased general and administrative expenses to support operational growth.

Current wording

General and administrative expenses for the three months ended March 31, 2025 were $43.9 million, as compared to $38.7 million for the same period in 2024, an increase of $5.2 million or 13%. The increase was primarily due to increased general and administrative expenses to support operational growth such as stock-based compensation.

Previous wording

Depreciation and amortization expenses for the three months ended September 30, 2024 were $7.3 million, as compared to $4.3 million for the same period in 2023, an increase of $3.0 million. This amount includes depreciation of property and equipment and the amortization of intangible assets. The increase in depreciation and amortization was primarily related to the amortization of our acquired intangibles as a result of our recent business combinations.

Current wording

Depreciation and amortization expenses for the three months ended March 31, 2025 were $6.8 million, as compared to $5.1 million for the same period in 2024, an increase of $1.8 million or 34%. This amount includes depreciation of property and equipment and the amortization of intangible assets. The increase in depreciation and amortization was primarily related to the amortization of our acquired intangibles as a result of our recent business combinations.

Previous wording

Income from equity method investments for the nine months ended September 30, 2024 was $2.9 million, as compared to $3.1 million for the same period in 2023, a decrease of $0.2 million. The decrease was primarily due to APC’s equity method investment in LMA. For the nine months ended September 30, 2024 and 2023, APC recognized income from LMA of $2.2 million and $2.6 million, respectively.

Current wording

Loss from equity method investments for the three months ended March 31, 2025 was $0.9 million as compared to income of $0.6 million for the same period in 2024, a decrease of $1.5 million or 237%. The decrease was primarily due to APC’s equity method investment in LMA.

Previous wording

Interest expense for the three months ended September 30, 2024 was $8.9 million, as compared to $3.8 million for the same period in 2023, an increase of $5.1 million. The increase in interest expense was primarily due to greater amounts borrowed on the Amended Credit Facility. As of September 30, 2024, the Company borrowed $432.0 million on the Amended Credit Facility compared to $180.0 million as of September 30, 2023.

Current wording

Interest expense for the three months ended March 31, 2025 was $7.3 million as compared to $7.6 million for the same period in 2024, a decrease of $0.3 million 4%. The decrease in interest expense was primarily due to a decrease in interest rates on our floating-rate debt. The interest rate for the Revolver and Term Loan was 5.82% as of March 31, 2025 and 7.42% for the Revolver and 7.68% for the Term Loan, respectively, as of March 31, 2024. This was offset by an increase in borrowings under the Second Amended and Restated Credit Facility. As of March 31, 2025, the Company borrowed $412.0 million on the Second Amended and Restated Credit Facility compared to $391.3 million as of March 31, 2024.

Previous wording

Interest income for the three months ended September 30, 2024 was $3.8 million, as compared to $3.3 million for the three months ended September 30, 2023, an increase of $0.5 million. Interest income reflects interest earned on cash held in bank accounts, money market and certificate of deposit accounts, and the interest from our loan receivables.

Current wording

Interest income for the three months ended March 31, 2025 was $2.3 million as compared to $4.0 million for the three months ended March 31, 2024, a decrease of $1.7 million or 42%. Interest income reflects interest earned on cash held in bank accounts, money market and certificate of deposit accounts, and the interest from our loan receivables. The decrease in interest income was primarily due to a decrease in our cash held in interest bearing bank accounts.

Previous wording

Unrealized loss for the three months ended September 30, 2024 was $0.6 million, as compared to unrealized loss of $0.3 million for the same period in 2023, a decrease in unrealized gain of $0.2 million. The decrease in unrealized gain on investments was primarily driven by changes in the fair value of equity securities and interest rate collar.

Current wording

Unrealized loss for the three months ended March 31, 2025 was $44,000 as compared to a gain of $1.1 million for the same period in 2024, a decrease in unrealized gain of $1.1 million or 104%. The decrease in unrealized gain on investments was primarily driven by changes in the fair value of the interest rate collar.

Previous wording

Provision for income taxes was $7.8 million for the three months ended September 30, 2024, as compared to a provision for income taxes of $10.0 million for the same period in 2023, a decrease of $2.2 million. The decrease in provision for income taxes was due to tax restructuring that resulted in a lower tax rate.

Current wording

Provision for income taxes was $3.4 million for the three months ended March 31, 2025, as compared to $7.1 million for the same period in 2024, a decrease of $3.8 million. The decrease in provision for income taxes was primarily due to a decrease in pre-tax income.

Previous wording

Net income attributable to non-controlling interests for the three months ended September 30, 2024 was $2.9 million, as compared to net income attributable to non-controlling interests for the three months ended September 30, 2023 of $5.9 million, a decrease in net income attributable to non-controlling interest of $3.0 million. The decrease was primarily driven by a decrease in rental income for the APC Excluded Assets ("Excluded Assets") as a result of the spin-off.

Current wording

Net loss attributable to non-controlling interests for the three months ended March 31, 2025 was a loss of 0.5 million as compared to income of $2.0 million for the same period in 2024, a decrease of $2.5 million. The decrease was primarily driven by a decrease net income.

Previous wording

Our net income attributable to Astrana Health, Inc., for the three months ended September 30, 2024 was $16.1 million, as compared to $22.1 million for the same period in 2023, a decrease of $6.0 million.

Current wording

Our net income attributable to Astrana Health, Inc., for the three months ended March 31, 2025 was $6.7 million as compared to $14.8 million for the same period in 2024, a decrease of $8.1 million.

Previous wording

Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA

Current wording

Adjusted EBITDA for the three months ended March 31, 2025 was $36.4 million, as compared to $42.2 million for the same period in 2024, a decrease of $5.8 million. The decrease was primarily due to a decrease in operating income as a result of higher utilization and increase in general and administrative expenses. See “Reconciliation of Net Income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin” below for additional information.

Previous wording

The following table sets forth our revenue and operating income by segment for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Current wording

The following table sets forth our revenue and operating income by segment for the three months ended March 31, 2025 and 2024 (in thousands):

Previous wording

Revenue for the three months ended September 30, 2024 was $34.8 million, as compared to $29.0 million for the three months ended September 30, 2023, an increase of $5.8 million. Operating loss for the three months ended September 30, 2024 was $1.4 million, as compared to a loss of $1.0 million for the three months ended September 30, 2023, an increase in operating loss of $0.3 million. The increase in revenue was primarily driven by increased volume in patient visits at our primary, multi-specialty, and ancillary care delivery entities. The increase in operating loss was due to increase in medical costs incurred as a result of the increase in patient visits.

Current wording

Revenue for the three months ended March 31, 2025 was $33.4 million as compared to $30.7 million for the three months ended March 31, 2024, an increase of $2.7 million or 9%. Operating loss for the three months ended March 31, 2025 was $3.1 million, as compared to a loss of $0.2 million for the three months ended March 31, 2024, an increase in operating loss of $2.9 million. The increase in revenue was primarily driven by increased volume in patient visits at our primary, multi-specialty, and ancillary Care Delivery entities. The increase in operating loss was due to an increase in expenses incurred related to our newer clinic locations that opened.

Previous wording

Revenue for the three months ended September 30, 2024 was $40.9 million, as compared to $36.9 million for three months ended September 30, 2023, an increase of $4.0 million. Operating income for the three months ended September 30, 2024 was $6.3 million, as compared to operating income of $6.4 million for the three months ended September 30, 2023, a decrease in operating income of $0.1 million. The increase in revenue was primarily due to managing more IPAs and the decrease in operating income was due to more expenses incurred to support the growth in Care Enablement operations.

Current wording

Revenue for the three months ended March 31, 2025 was $39.6 million, as compared to $33.3 million for three months ended March 31, 2024, an increase of $6.3 million or 19%. Operating income for the three months ended March 31, 2025 was $3.5 million, as compared to operating income of $3.5 million for the three months ended March 31, 2024. The increase in revenue was primarily due to managing more IPAs in our Care Partners segment.

Previous wording

See “Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” below for additional information. There can be no assurance that actual amounts will not be materially higher or lower than these expectations. See “Note about Forward-Looking Statements” for additional information.

Current wording

Reconciliation of Net Income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

Previous wording

Set forth below are reconciliations of Net Income to EBITDA and Adjusted EBITDA, as well as the reconciliation to Adjusted EBITDA margin for the three and nine months ended September 30, 2024 and 2023. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.

Current wording

Set forth below are reconciliations of Net Income to EBITDA and Adjusted EBITDA, as well as the reconciliation to Adjusted EBITDA margin for the three months ended March 31, 2025 and 2024. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.

Previous wording

Other, net for the nine months ended September 30, 2024 relates to financial guarantee via a letter of credit that we provided almost three years ago in support of two local provider-led ACOs, non-cash changes related to change in the fair value of our financing obligation to purchase the remaining equity interests in one of our investments, non-cash changes related to change in the fair value of the Company’s Collar Agreement, non-cash gain on debt extinguishment related to one of our promissory note payables, transaction costs incurred for our investments and tax restructuring fees, and reimbursement from a related party of the Company for taxes associated with the Excluded Assets spin-off.

Current wording

Other, net for the three months ended March 31, 2024 relates to financial guarantee via a letter of credit that we provided almost three years ago in support of two local provider-led ACOs, non-cash changes related to change in the fair value of our financing obligation to purchase the remaining equity interests in one of our investments, non-cash changes related to change in the fair value of the Company’s Collar Agreement, and transaction costs incurred for our investments and tax restructuring fees.

Previous wording

This Quarterly Report on Form 10-Q contains the non-GAAP financial measures EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin, of which the most directly comparable financial measure presented in accordance with U.S. generally accepted accounting principles (“GAAP”) is net income. These measures are not in accordance with, or alternatives to, GAAP, and may be calculated differently from similar non-GAAP financial measures used by other companies. The Company uses Adjusted EBITDA as a supplemental performance measure of our operations, for financial and operational decision-making and as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, stock-based compensation, and APC excluded assets costs. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.

Current wording

This Quarterly Report on Form 10-Q contains the non-GAAP financial measures EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin, of which the most directly comparable financial measure presented in accordance with U.S. generally accepted accounting principles (“GAAP”) is net income. These measures are not in accordance with, or alternatives to, GAAP, and may be calculated differently from similar non-GAAP financial measures used by other companies. The Company uses Adjusted EBITDA as a supplemental performance measure of our operations, for financial and operational decision-making, and as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest expense, interest income, income taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, and stock-based compensation. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.

Previous wording

Cash, cash equivalents, and investment in marketable securities at September 30, 2024 totaled $350.3 million as compared to $296.3 million at December 31, 2023. Working capital totaled $284.1 million at September 30, 2024, as compared to $242.8 million at December 31, 2023, an increase of $41.2 million.

Current wording

Cash, cash equivalents, and investment in marketable securities at March 31, 2025 totaled $260.9 million as compared to $290.8 million at December 31, 2024. Working capital totaled $252.0 million at March 31, 2025, as compared to $272.9 million at December 31, 2024, a decrease of $20.9 million.

Previous wording

We have historically financed our operations primarily through internally generated funds. We generate cash primarily from capitation contracts, risk pool settlements and incentives, fees for medical management services provided to our affiliated physician groups, and FFS reimbursements. We generally invest cash in money market accounts and certificates of deposit, which are classified as cash and cash equivalents. We also have the Amended Credit Agreement, which provides for a five-year revolving credit facility of $400.0 million and a term loan of up to $300.0 million and expires June 2026 and November 2028, respectively. In addition, we have a current shelf registration statement filed with the SEC under which we may issue common stock, preferred stock, debt securities, and other securities that may be offered in one or more offerings on terms to be determined at the time of the offering. We believe we have sufficient liquidity to fund our operations through at least the next 12 months and the foreseeable future.

Current wording

We have historically financed our operations primarily through internally generated funds and borrowings on long-term debt. We generate cash primarily from capitation contracts, risk pool settlements and incentives, fees for medical management services provided to our affiliated physician groups, and FFS reimbursements. We generally invest cash in money market accounts and certificates of deposit, which are classified as cash and cash equivalents. In February 2025, the Company entered into the Second Amended and Restated Credit Agreement which amended and restated that certain amended credit agreement and provided for a five-year revolving credit facility of $300.0 million, a term loan of $250.0 million, and a delayed-draw term loan of $745.0 million, which were primarily used to refinance certain existing indebtedness and intended to be used primarily to fund the costs associated with closing the Transaction. In addition, we have a current shelf registration statement filed with the SEC under which we may issue common stock, preferred stock, debt securities, and other securities that may be offered in one or more offerings on terms to be determined at the time of the offering. We believe we have sufficient liquidity to fund our operations through at least the next 12 months and the foreseeable future.

Previous wording

Cash provided by operating activities for the nine months ended September 30, 2024 was $63.1 million, as compared to cash provided by operating activities of $48.9 million for the nine months ended September 30, 2023. The increase in cash provided by operating activities was primarily driven by adjusted net income and changes in working capital. For the nine months ended September 30, 2024, net income, exclusive of depreciation and amortization, amortization of debt issuance cost, share-based compensation, non-cash lease expense, gain on debt extinguishment, unrealized gains or losses, income from equity method investments, deferred tax and other was $97.2 million compared to $88.9 million for the nine months ended September 30, 2023. Working capital for the nine months ended September 30, 2024, decreased operating cash flow by $34.1 million, compared to a $40.0 million decrease in operating cash flow for the nine months ended September 30, 2023. The change in working capital for the nine months ended September 30, 2024 was mainly driven by an increase from receivables, net, including amounts with related parties, primarily due to timing of our receivables, including risk pool settlements that occur approximately 18 months after the risk pool performance year is completed, a decrease from prepaid expenses and other current assets, a decrease from income taxes payable as a result of timing of income tax payments, and increases from accounts payable and accrued expenses and medical liabilities due to timing of payments.

Current wording

Cash provided by operating activities for the three months ended March 31, 2025 was $16.6 million, as compared to cash provided by operating activities of $6.0 million for the three months ended March 31, 2024. The increase in cash provided by operating activities was primarily driven by adjusted net income and changes in working capital. For the three months ended March 31, 2025, net income, exclusive of depreciation and amortization, amortization of debt issuance cost, share-based compensation, non-cash lease expense, change in fair value of contingent consideration liabilities, loss on debt extinguishment, unrealized gains or losses on investments, loss from equity method investments, deferred tax, and other was $24.6 million compared to $29.1 million for the three months ended March 31, 2024. Working capital for the three months ended March 31, 2025, decreased operating cash flow by $8.0 million, compared to a $23.2 million decrease in operating cash flow for the three months ended March 31, 2024. The change in working capital for the three months ended March 31, 2025 was mainly driven by an increase in receivables, net, including amounts with related parties, primarily due to timing of our receivables, including risk pool settlements that occur approximately 18 months after the risk pool performance year is completed, and a decrease in fiduciary accounts payable as a result of paying our sub-IPAs and providers. The decrease to operating cash flow due to changes in working capital was partially offset by an increase in medical liabilities due to timing of payments and a decrease in other receivables attributable to collections on reimbursements.

Previous wording

Cash used in investing activities during the nine months ended September 30, 2024, was $159.1 million, due to payments for business and asset acquisitions, net of cash acquired of $115.5 million, issuances of loans of $26.0 million, purchase of an equity method investment of $6.0 million, purchases of property and equipment of $5.5 million, purchase of a call option issued in conjunction with an equity method investment of $3.9 million, purchase of a privately held investment of $2.5 million, and purchases of marketable securities of $0.1 million. The cash used in investing activities was partially offset by proceeds from repayment of loans of $0.3 million and proceeds from sale of marketable securities of $0.1 million. Cash used in investing activities during the nine months ended September 30, 2023, was $54.1 million, primarily due to purchases of property and equipment of $21.5 million, purchases of marketable securities of $2.1 million, purchase of a privately held investment of $2.0 million, purchase of an equity method investment of $0.3 million, contribution to an equity method investment of $0.7 million, issuance of a loan receivable of $25.0 million, and payments for business and asset acquisitions, net of cash acquired of $4.7 million. The cash used in investing activities was partially offset by proceeds from repayment of a loan receivable of $2.2 million.

Current wording

Cash used in investing activities during the three months ended March 31, 2025, was $2.4 million, primarily due to purchases of property and equipment of $3.1 million. The cash used in investing activities was partially offset by proceeds from repayment of a loan receivable of $0.6 million and distribution received from an equity method investment of $0.1 million. Cash used in investing activities during the three months ended March 31, 2024, was $71.0 million primarily due to payments for business and asset acquisitions, net of cash acquired of $50.6 million, issuances of loans of $20.0 million, and purchases of property and equipment of $0.4 million.

Previous wording

Cash provided by financing activities during the nine months ended September 30, 2024, was $150.4 million, primarily due to borrowings on long-term debt totaling $171.9 million, proceeds from ESPP purchases of $0.3 million, proceeds from the exercise of stock options of $0.2 million, and proceeds from the sale of non-controlling interest of $0.2 million. This was partially offset by repayments of debt of $14.8 million, tax payments from net share settlement of restricted stock awards and units of $4.0 million, dividend payments of $2.1 million, repurchase of treasury shares of $0.7 million, and repayment of finance lease obligations of $0.5 million. Cash used in financing activities during the nine months ended September 30, 2023 was $8.6 million, primarily due to the repurchase of treasury stock of $9.7 million, dividend payments of $2.3 million, repayment of debt of $0.5 million, a repayment of finance lease obligations of $0.5 million, and purchase of non-controlling interest of $0.1 million. This was partially offset by borrowings from bank loans totaling $3.1 million and proceeds from the exercise of options of $1.3 million.

Current wording

Cash used in financing activities during the three months ended March 31, 2025, was $44.2 million, primarily due to repayments of debt of $428.2 million, payment of deferred financing costs of $17.2 million, tax payments from net share settlement of restricted stock awards and units of $4.1 million, dividend payments of $5.5 million, APC repurchase of their treasury shares of $1.3 million, and repayment of finance lease obligations of $0.1 million. This was partially offset by borrowings of long-term debt of $412.0 million and proceeds from ESPP purchases of $0.3 million. Cash provided by financing activities during the three months ended March 31, 2024, was $106.4 million, primarily due to borrowings on long-term debt totaling $110.0 million, partially offset by repayment of long term-debt of $3.5 million.

Previous wording

The Amended Credit Agreement provides for a five-year revolving credit facility to the Company of $400.0 million, which includes a letter of credit sub-facility of up to $50.0 million and a swingline loan sub-facility of $25.0 million, which expires on June 16, 2026. On November 3, 2023, the Company entered into the third amendment to the Amended Credit Agreement, which provided a new term loan to the Company in an aggregate amount of up to $300.0 million. This increased the Company’s facility under the Amended Credit Agreement to $700.0 million, including the existing $400.0 million revolver. Refer to Note 9 — “Credit Facility, Promissory Notes Payable, Bank Loans, and Lines of Credit” to our condensed consolidated financial statements under Item 1 in this quarterly report on Form 10-Q for additional information.

Current wording

The Second Amended and Restated Credit Agreement provides for (a) a five-year revolving credit facility to the Company of $300.0 million, which includes a letter of credit sub-facility of up to $100.0 million and a swingline loan sub-facility of $25.0 million, (b) a five-year term loan A credit facility to the Company of $250.0 million and (c) a five-year delayed draw term loan credit facility to the Company of $745.0 million, maturing on February 26, 2030. Refer to Note 9 — “Credit Facility, Bank Loans, and Lines of Credit” to our condensed consolidated financial statements under Item 1 in this quarterly report on Form 10-Q for additional information.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

General and administrative expenses for the nine months ended September 30, 2024 were $112.5 million, as compared to $74.6 million for the same period in 2023, an increase of $37.8 million. The increase was primarily due to increased general and administrative expenses to support operational growth.

Previous report — wording carried elsewhere

Depreciation and amortization expenses for the nine months ended September 30, 2024 were $19.8 million, as compared to $12.8 million for the same period in 2023, an increase of $7.0 million. This amount includes depreciation of property and equipment and the amortization of intangible assets. The increase in depreciation and amortization was primarily related to the amortization of our acquired intangibles as a result of our recent business combinations.

Previous report — wording carried elsewhere

Interest income for the nine months ended September 30, 2024 was $11.3 million, as compared to $9.6 million for the nine months ended September 30, 2023, an increase of $1.7 million. Interest income reflects interest earned on cash held in bank accounts, money market and certificate of deposit accounts, and the interest from our loan receivables.

Previous report — wording carried elsewhere

Net Income Attributable to Non-controlling Interests