UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR (Exact name of registrant as specified in its charter) Delaware 95-4472349 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 1668 S. Garfield Avenue, 2 nd Floor, Alhambra, California 91801 (Address of principal executive offices and zip co ...

[Summary of Current Report on Form 8-K (July 1, 2025)](index=1&type=section&id=Form%208-K%20Current%20Report) [Completion of Acquisition (Item 2.01)](index=2&type=section&id=Item%202.01%20Completion%20of%20Acquisition%20or%20Disposition%20of%20Assets) Astrana Health completed the acquisition of Alta Newport Hospital and Prospect Health Plan for **$707.9 million**, financed by a term loan, and established ancillary agreements - On July 1, 2025, the Company completed the acquisition of all outstanding equity interests of Alta Newport Hospital, LLC (d/b/a Foothill Regional Medical Center) and Prospect Health Plan, Inc., and substantially all assets of certain subsidiaries of PHP Holdings, LLC ("PHPH")[5](index=5&type=chunk) - A letter agreement was executed to reduce the aggregate purchase price and remove certain post-closing adjustments; additionally, a transition services agreement was established for the sellers to provide post-closing services to the Company[6](index=6&type=chunk) Purchase Price Details | Detail | Amount/Description | | :--- | :--- | | Original Purchase Price | $745.0 million | | Final Adjusted Purchase Price | $707.9 million | | Financing Source | Five-year delayed draw term loan | | Amount Drawn for Transaction | $707.9 million | [Financial Guidance Update (Item 2.02)](index=3&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) The company reaffirmed Q2 guidance and updated full-year 2025 revenue and adjusted EBITDA forecasts, noting their preliminary and unaudited nature - The Company issued a press release on July 2, 2025, which reaffirmed its second-quarter guidance and updated its full-year 2025 revenue and adjusted EBITDA guidance[10](index=10&type=chunk) - The preliminary financial results and forecasts are based on currently available information, are inherently uncertain, and have not been audited; the company has no obligation to update these forecasts[11](index=11&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) The report includes forward-looking statements regarding financial guidance and acquisition effects, subject to risks like business disruption and debt servicing challenges - The report contains forward-looking statements identified by words such as "forecast," "guidance," "projects," and "estimates"[15](index=15&type=chunk) - Key risks include diversion of management's attention, increased costs related to the transaction, business disruption, potential difficulties in employee retention, ability to pay principal and interest on debt, and the ability to realize the intended benefits of the transaction[15](index=15&type=chunk) [Financial Statements and Exhibits (Item 9.01)](index=4&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) Required financial statements and pro forma information for acquired businesses will be filed via amendment within 71 days, with key agreements incorporated by reference - The required financial statements of the acquired businesses and pro forma financial information will be filed by amendment to this Current Report no later than 71 days after the report's required filing date[16](index=16&type=chunk) Exhibit Details | Exhibit No. | Description | | :--- | :--- | | 2.1 | Asset and Equity Purchase Agreement, dated November 8, 2024 | | 10.1 | Second Amended and Restated Credit Agreement, dated February 26, 2025 | | 99.1 | Press Release dated July 2, 2025 |

[Glossary](index=3&type=section&id=Glossary) This section defines key abbreviations and acronyms used throughout the report, ensuring clarity and consistency - The glossary defines key abbreviations and acronyms such as ACO REACH, AHMC, AHM, APC, CMS, DMHC, IPA, and VIE, which are frequently used in the report[10](index=10&type=chunk) [Introductory Note](index=4&type=section&id=Introductory%20Note) This note clarifies the entities referred to as 'Company' and specifies the reporting period, while also disclaiming CMS endorsement of report statements - "Company," "we," "us," "our" refer to Astrana Health, Inc. and its consolidated subsidiaries and affiliated entities, including VIEs[13](index=13&type=chunk) - The report covers financial statements and management's discussion for the quarter ended March 31, 2025[14](index=14&type=chunk) - CMS has not reviewed any statements in this report, including those regarding participation in ACO REACH Model and MSSP[15](index=15&type=chunk) [Note About Forward-Looking Statements](index=4&type=section&id=Note%20About%20Forward-Looking%20Statements) This note highlights the inclusion of forward-looking statements, their inherent risks and uncertainties, and the company's policy on public updates - The report contains forward-looking statements regarding business, financial condition, operating results, plans, objectives, expectations, and intentions, including projections of earnings, revenue, and future liquidity[18](index=18&type=chunk) - Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projections, as detailed in the Annual Report on Form 10-K[19](index=19&type=chunk) - The Company undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws[19](index=19&type=chunk) [PART I – FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis for the quarter ended March 31, 2025 [Item 1. Condensed Consolidated Financial Statements](index=6&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents Astrana Health, Inc.'s unaudited condensed consolidated financial statements for the quarter ended March 31, 2025, including balance sheets, income statements, statements of mezzanine deficit and stockholders' equity, cash flow statements, and detailed notes - The financial statements are unaudited and prepared in accordance with U.S. GAAP for interim financial statements[48](index=48&type=chunk) - All material adjustments, including normal recurring adjustments and intercompany eliminations, have been made for fair presentation[48](index=48&type=chunk) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's condensed consolidated balance sheets, detailing assets, liabilities, and equity as of March 31, 2025, and December 31, 2024 | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :--------------------------------- | :----------------------------- | :----------------------------- | :-------------------- | :------- | | Total Assets | $1,331,256 | $1,354,894 | $(23,638) | (1.74)% | | Total Liabilities | $813,550 | $840,726 | $(27,176) | (3.23)% | | Total Equity | $750,439 | $716,726 | $33,713 | 4.70% | [Condensed Consolidated Statements of Income](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) This section presents the company's condensed consolidated statements of income, detailing revenues, expenses, and net income for the three months ended March 31, 2025, and 2024 | Metric | 3 Months Ended March 31, 2025 (in thousands) | 3 Months Ended March 31, 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------ | :------------------------------------- | :------------------------------------- | :-------------------- | :------- | | Total Revenue | $620,390 | $404,356 | $216,034 | 53.43% | | Cost of services | $549,061 | $330,399 | $218,662 | 66.18% | | Income from operations | $20,583 | $30,139 | $(9,556) | (31.71)% | | Net income attributable to Astrana Health, Inc. | $6,692 | $14,835 | $(8,143) | (54.89)% | | Earnings per share – basic | $0.14 | $0.31 | $(0.17) | (54.84)% | | Earnings per share – diluted | $0.14 | $0.31 | $(0.17) | (54.84)% | [Condensed Consolidated Statements of Mezzanine Deficit and Stockholders' Equity](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Mezzanine%20Deficit%20and%20Stockholders'%20Equity) This section presents changes in mezzanine deficit and stockholders' equity, including common stock, additional paid-in capital, and retained earnings, for the period ended March 31, 2025 Summary of Mezzanine Deficit and Stockholders' Equity | Metric | Balance at January 1, 2025 (in thousands) | Balance at March 31, 2025 (in thousands) | | :------------------------------------------------ | :---------------------------------------- | :--------------------------------------- | | Mezzanine Deficit – Noncontrolling Interest in APC | $(202,558) | $(232,733) | | Common Stock Outstanding (Shares) | 47,929,872 | 49,028,624 | | Additional Paid-in Capital | $426,389 | $452,439 | | Retained Earnings | $286,283 | $292,880 | | Total Stockholders' Equity | $716,726 | $750,439 | - During Q1 2025, APC repurchased **$1.3 million** of its common stock, and the Company repurchased **300,000 shares** of its common stock from APC for approximately **$10.6 million**[109](index=109&type=chunk)[112](index=112&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=13&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's condensed consolidated statements of cash flows, categorizing cash movements from operating, investing, and financing activities | Metric | 3 Months Ended March 31, 2025 (in thousands) | 3 Months Ended March 31, 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------------------ | :------------------------------------- | :------------------------------------- | :-------------------- | :------- | | Net cash provided by operating activities | $16,627 | $5,977 | $10,650 | 178.19% | | Net cash used in investing activities | $(2,394) | $(71,039) | $68,645 | (96.63)% | | Net cash (used in) provided by financing activities | $(44,170) | $106,351 | $(150,521) | (141.53)% | | Net (decrease) increase in cash, cash equivalents, and restricted cash | $(29,937) | $41,289 | $(71,226) | (172.49)% | | Cash, cash equivalents, and restricted cash, end of period | $259,164 | $335,441 | $(76,277) | (22.74)% | [Notes to Condensed Consolidated Financial Statements](index=16&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes to the condensed consolidated financial statements, covering business description, accounting policies, and specific financial items [Note 1. Description of Business](index=16&type=section&id=Note%201.%20Description%20of%20Business) Astrana Health, Inc. is a provider-centric, technology-powered, risk-bearing healthcare company based in Alhambra, California. It operates an integrated healthcare delivery platform, offering Care Enablement services and Care Delivery through its three reportable segments: Care Partners, Care Delivery, and Care Enablement - Astrana Health, Inc. is a leading provider-centric, technology-powered, risk-bearing healthcare company, operating an integrated healthcare delivery platform[45](index=45&type=chunk) - The company's three reportable segments are Care Partners, Care Delivery, and Care Enablement, serving patients primarily covered by Medicare, Medicaid, and HMOs[46](index=46&type=chunk)[47](index=47&type=chunk) - The Care Partners segment focuses on building and managing provider networks, participating in models like ACO REACH and MSSP[46](index=46&type=chunk) [Note 2. Basis of Presentation and Summary of Significant Accounting Policies](index=17&type=section&id=Note%202.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the basis of presentation for the unaudited condensed consolidated financial statements, prepared in accordance with U.S. GAAP for interim reporting. It also details significant accounting policies, including principles of consolidation, use of estimates, business combinations, cash and cash equivalents, receivables, revenue recognition, and income taxes - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial statements and Form 10-Q instructions[48](index=48&type=chunk) - Significant estimates and assumptions are made for items such as collectability of receivables, medical liabilities (IBNR claims), goodwill valuation, and income tax valuation allowances[52](index=52&type=chunk) - The Company's consolidated financial statements include its wholly owned subsidiaries and consolidated Variable Interest Entities (VIEs)[49](index=49&type=chunk) [Note 3. Business Combinations and Goodwill](index=21&type=section&id=Note%203.%20Business%20Combinations%20and%20Goodwill) The company finalized the purchase price allocation for Advanced Health Management Systems, L.P. (AHMS) and is finalizing Collaborative Health Systems, LLC, Golden Triangle Physician Alliance, and Heritage Physician Networks (CHS) acquisitions. Measurement period adjustments resulted in a net decrease of $2.9 million to goodwill as of March 31, 2025 - Measurement period adjustments for AHMS and CHS acquisitions resulted in a net decrease of **$2.9 million** to goodwill as of March 31, 2025[72](index=72&type=chunk) Goodwill Recognized from Acquisitions | Acquisition | Total Purchase Consideration (in thousands) | Goodwill Recognized (in thousands) | | :------------------------------------------------ | :---------------------------------------- | :--------------------------------- | | AHMS (March 31, 2024) | $60,940 | $25,571 | | CHS (October 4, 2024) | $47,538 | $9,444 | - The change in the carrying value of goodwill for the three months ended March 31, 2025, was a decrease of **$2.867 million**, from **$419.253 million** to **$416.386 million**[79](index=79&type=chunk) [Note 4. Intangible Assets, Net](index=25&type=section&id=Note%204.%20Intangible%20Assets,%20Net) As of March 31, 2025, net intangible assets totaled $111.9 million, a decrease from $118.2 million at December 31, 2024. The decrease is primarily due to amortization expense, which was $6.3 million for the three months ended March 31, 2025 Net Intangible Assets by Category | Intangible Asset Category | March 31, 2025 (Net, in thousands) | December 31, 2024 (Net, in thousands) | | :------------------------ | :--------------------------------- | :--------------------------------- | | Trademarks (Indefinite) | $2,150 | $2,150 | | Licenses (Indefinite) | $1,900 | $1,900 | | Network relationships | $55,418 | $57,871 | | Management contracts | $4,573 | $4,879 | | Member relationships | $47,184 | $50,671 | | Total Intangible Assets, Net | $111,916 | $118,179 | - Amortization expenses for intangible assets were **$6.3 million** for the three months ended March 31, 2025, and **$4.4 million** for the same period in 2024[82](index=82&type=chunk) [Note 5. Investments in Other Entities](index=26&type=section&id=Note%205.%20Investments%20in%20Other%20Entities) The company holds equity method investments in entities like LaSalle Medical Associates, Pacific Medical Imaging & Oncology Center, Inc., CAIPA MSO, LLC, and I Health, Inc. As of March 31, 2025, the total equity method investments were $38.0 million, down from $39.3 million at December 31, 2024, primarily due to a net loss allocation Equity Method Investments Summary | Equity Method Investment | % Ownership | Balance at Dec 31, 2024 (in thousands) | Net (Loss) Income Allocation (in thousands) | Balance at Mar 31, 2025 (in thousands) | | :--------------------------------------- | :---------- | :--------------------------------------- | :------------------------------------------ | :--------------------------------------- | | LaSalle Medical Associates – IPA | 25% | $13,128 | $(343) | $12,785 | | Pacific Medical Imaging & Oncology Center | 40% | $1,660 | $4 | $1,664 | | CAIPA MSO, LLC | 30% | $14,612 | $264 | $14,876 | | I Health, Inc. | 25% | $6,077 | $51 | $6,128 | | Other | 25%-51% | $3,842 | $(843) | $2,552 | | Total Equity Method Investments | | $39,319 | $(867) | $38,005 | - The company's maximum exposure to loss from non-consolidated VIEs accounted for under the equity method was **$1.9 million** as of March 31, 2025[87](index=87&type=chunk) [Note 6. Loans Receivable](index=27&type=section&id=Note%206.%20Loans%20Receivable) The company has two primary loans receivable: a $25.0 million convertible promissory note with IntraCare (balance $28.3 million as of March 31, 2025) and a $20.0 million senior secured promissory note with BASS Medical Group (non-current portion $19.2 million, current portion $2.8 million as of March 31, 2025) - IntraCare convertible promissory note: **$25.0 million** principal, **8.81%** annual interest, maturing July 27, 2028. Balance as of March 31, 2025: **$28.3 million**[90](index=90&type=chunk) - BASS Medical Group senior secured promissory note: **$20.0 million** principal, **8.21%** annual interest, maturing January 11, 2031. Balance as of March 31, 2025: **$19.2 million** (non-current) and **$2.8 million** (current)[91](index=91&type=chunk) [Note 7. Accounts Payable and Accrued Expenses](index=28&type=section&id=Note%207.%20Accounts%20Payable%20and%20Accrued%20Expenses) Total accounts payable and accrued expenses slightly decreased from $106.1 million at December 31, 2024, to $105.6 million at March 31, 2025. Key components include other provider payable ($48.0 million), accrued compensation ($13.8 million), and capitation payable ($15.7 million) Accounts Payable and Accrued Expenses Breakdown | Category | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Accounts payable and other accruals | $14,911 | $15,168 | | Capitation payable | $15,703 | $10,639 | | Accrued compensation | $13,752 | $22,409 | | Other provider payable | $48,039 | $40,101 | | Total accounts payable and accrued expenses | $105,559 | $106,142 | [Note 8. Medical Liabilities](index=28&type=section&id=Note%208.%20Medical%20Liabilities) Medical liabilities decreased from $209.0 million at the beginning of the period to $204.1 million at March 31, 2025. Total medical care costs incurred for the current period were $384.5 million, with total payments for medical care costs being $380.5 million Medical Liabilities Rollforward | Metric | March 31, 2025 (in thousands) | March 31, 2024 (in thousands) | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Medical liabilities, beginning of period | $209,039 | $106,657 | | Current period medical care costs incurred | $384,479 | $234,735 | | Total paid for medical care costs | $(380,503) | $(234,124) | | Medical liabilities, end of period | $204,101 | $136,494 | [Note 9. Credit Facility, Bank Loans, and Lines of Credit](index=29&type=section&id=Note%209.%20Credit%20Facility,%20Bank%20Loans,%20and%20Lines%20of%20Credit) The company's total debt as of March 31, 2025, was $421.9 million, primarily consisting of a Term Loan ($250.0 million) and a Revolver Loan ($162.0 million) under the Second Amended and Restated Credit Agreement. This agreement, entered into on February 26, 2025, provides for a $300.0 million revolving credit facility, a $250.0 million term loan, and a $745.0 million delayed draw term loan, maturing on February 26, 2030 Total Debt Components | Debt Component | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------------- | :----------------------------- | :----------------------------- | | Term Loan | $250,000 | $281,500 | | Revolver Loan | $162,000 | $146,732 | | Promissory Note Payable | $9,875 | $9,875 | | Total Debt | $421,875 | $438,107 | - The Second Amended and Restated Credit Agreement provides for a **$300.0 million** Revolver Loan, a **$250.0 million** Term Loan, and a **$745.0 million** Delayed Draw Term Loan, all maturing on February 26, 2030[97](index=97&type=chunk) - As of March 31, 2025, the interest rate on the Revolver Loan and Term Loan was **5.82%**. The company also has a promissory note payable to I Health, Inc. of **$9.9 million** at **4.30%** interest[98](index=98&type=chunk)[102](index=102&type=chunk) [Note 10. Mezzanine Deficit and Stockholders' Equity](index=32&type=section&id=Note%2010.%20Mezzanine%20Deficit%20and%20Stockholders'%20Equity) The mezzanine deficit related to non-controlling interest in APC increased to $(232.7) million as of March 31, 2025, from $(202.6) million at January 1, 2025. Total stockholders' equity increased to $750.4 million from $716.7 million in the same period Mezzanine Deficit and Stockholders' Equity Trends | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------------------------------ | :----------------------------- | :----------------------------- | | Noncontrolling interest in APC (Mezzanine Deficit) | $(232,733) | $(202,558) | | Common Stock Outstanding (Shares) | 49,028,624 | 47,929,872 | | Total Stockholders' Equity | $745,368 | $712,720 | - APC repurchased **$1.3 million** of its common stock during Q1 2025. The Company repurchased **300,000 shares** of its common stock from APC for approximately **$10.6 million**[109](index=109&type=chunk)[112](index=112&type=chunk) - Total treasury stock, including shares held by APC, was **9,903,953** as of March 31, 2025, down from **10,603,849** at December 31, 2024[113](index=113&type=chunk) [Note 11. Stock-Based Compensation](index=33&type=section&id=Note%2011.%20Stock-Based%20Compensation) Total stock-based compensation expense for the three months ended March 31, 2025, was $7.8 million, an increase from $5.7 million in the prior year. This includes expenses for restricted stock awards and units ($7.7 million) and stock options/ESPP ($0.07 million) Stock-Based Compensation Expense | Category | 3 Months Ended March 31, 2025 (in thousands) | 3 Months Ended March 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :-------------------- | :------- | | Stock options and ESPP | $70 | $349 | $(279) | (79.94)% | | Restricted stock awards and units | $7,741 | $5,399 | $2,342 | 43.38% | | Total stock-based compensation expense | $7,811 | $5,748 | $2,063 | 35.89% | - Unrecognized compensation expense related to total share-based payments outstanding as of March 31, 2025, was **$44.5 million**[116](index=116&type=chunk) [Note 12. Commitments and Contingencies](index=34&type=section&id=Note%2012.%20Commitments%20and%20Contingencies) The company is subject to complex healthcare laws and regulations, including DMHC requirements for minimum working capital and tangible net equity. It also has standby letters of credit totaling $27.1 million and surety bonds of approximately $46.4 million. The company is involved in various legal proceedings but does not expect a material adverse effect on its operations - The company must comply with DMHC regulations, including minimum working capital, tangible net equity (TNE), cash-to-claims ratio, and claims payment requirements[120](index=120&type=chunk) - As of March 31, 2025, the company has irrevocable standby letters of credit totaling **$25.0 million** with Truist Bank and **$2.1 million** with Preferred Bank[122](index=122&type=chunk)[123](index=123&type=chunk) - The company holds surety bonds totaling approximately **$46.4 million** as required by CMS, expiring through December 31, 2030[124](index=124&type=chunk) [Note 13. Related-Party Transactions](index=35&type=section&id=Note%2013.%20Related-Party%20Transactions) The company engages in various related-party transactions, including payments for provider services to equity method investments (e.g., PMIOC), management fees and interest expenses to I Health, and rent expenses to entities managed by board members. Revenue and expenses with AHMC, HSMSO, and Aurion are also detailed - Paid **$0.7 million** to Pacific Medical Imaging & Oncology Center, Inc. (PMIOC) for provider services in Q1 2025[128](index=128&type=chunk) - Incurred **$0.7 million** in management fees and interest expense to I Health in Q1 2025[130](index=130&type=chunk) Related-Party Transactions (Net) | Entity | 3 Months Ended March 31, 2025 (in thousands) | 3 Months Ended March 31, 2024 (in thousands) | | :----- | :------------------------------------- | :------------------------------------- | | AHMC (Net) | $(24,909) | $2,363 | | HSMSO (Net) | $105 | $301 | | Aurion (Net) | $(100) | $(50) | [Note 14. Income Taxes](index=37&type=section&id=Note%2014.%20Income%20Taxes) The company uses the liability method for income taxes, estimating its annual effective tax rate quarterly. For the three months ended March 31, 2025, the effective income tax rate was 35.2%, up from 29.8% in the prior year, primarily due to non-deductible expenses, state income taxes, and income from flow-through entities - The effective income tax rate for Q1 2025 was **35.2%**, compared to **29.8%** for Q1 2024[146](index=146&type=chunk) - The difference in tax rate is primarily due to non-deductible expenses, state income taxes, and income from flow-through entities[146](index=146&type=chunk) - **$1 million** of unrecognized tax benefits as of March 31, 2025, would reduce the annual effective tax rate if recognized[147](index=147&type=chunk) [Note 15. Earnings Per Share](index=38&type=section&id=Note%2015.%20Earnings%20Per%20Share) Basic and diluted earnings per share for the three months ended March 31, 2025, were $0.14, a decrease from $0.31 in the prior year. The weighted average shares outstanding for diluted EPS were 48.85 million in Q1 2025, up from 47.70 million in Q1 2024 Earnings Per Share and Weighted Average Shares | Metric | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :------------------------------------------ | :---------------------------- | :---------------------------- | | Earnings per share – basic | $0.14 | $0.31 | | Earnings per share – diluted | $0.14 | $0.31 | | Weighted average shares of common stock outstanding – basic | 48,470,682 | 47,260,351 | | Weighted average shares of common stock outstanding – diluted | 48,850,666 | 47,699,537 | - Restricted stock (**409,736 shares**) and stock options (**125,707 shares**) were excluded from diluted EPS computation for Q1 2025 due to being antidilutive[151](index=151&type=chunk)[152](index=152&type=chunk) [Note 16. Variable Interest Entities (VIEs)](index=39&type=section&id=Note%2016.%20Variable%20Interest%20Entities%20(VIEs)) The company consolidates its subsidiaries and Variable Interest Entities (VIEs), such as APC, due to corporate practice of medicine laws and its role as the primary beneficiary. As of March 31, 2025, VIEs had total assets of $868.3 million and total liabilities of $216.6 million - The company consolidates VIEs like APC because state laws prohibit non-physician ownership of medical practices, and Astrana is identified as the primary beneficiary[156](index=156&type=chunk)[157](index=157&type=chunk) VIE Financials Summary | VIE Financials | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------------------------------ | :----------------------------- | :----------------------------- | | Total Assets | $868,286 | $937,199 | | Total Liabilities | $216,644 | $256,076 | - Assets of consolidated VIEs (**$678.1 million**) can only be used to settle their own obligations, and creditors of VIEs have no recourse to Astrana's general credit (**$212.1 million** in liabilities)[25](index=25&type=chunk) [Note 17. Leases](index=41&type=section&id=Note%2017.%20Leases) The company has operating and finance leases for offices and equipment, with remaining terms up to 21 years. Total lease cost for the three months ended March 31, 2025, was $3.7 million. The weighted average remaining lease term for operating leases was 7.22 years, with a weighted average discount rate of 6.75% Lease Cost Breakdown | Metric | 3 Months Ended March 31, 2025 (in thousands) | 3 Months Ended March 31, 2024 (in thousands) | | :-------------------------- | :------------------------------------- | :------------------------------------- | | Operating lease cost | $3,611 | $3,159 | | Finance lease cost | $163 | $203 | | Total lease cost | $3,730 | $3,136 | Weighted Average Lease Terms and Discount Rates | Metric | March 31, 2025 | March 31, 2024 | | :-------------------------------- | :------------- | :------------- | | Weighted Average Remaining Lease Term (Operating) | 7.22 years | 8.39 years | | Weighted Average Discount Rate (Operating) | 6.75% | 6.15% | [Note 18. Segments](index=43&type=section&id=Note%2018.%20Segments) The company operates through three reportable segments: Care Partners, Care Delivery, and Care Enablement. For Q1 2025, Care Partners generated $601.0 million in revenue (57% YoY increase) and $44.2 million in operating income (2% YoY increase). Care Delivery revenue increased by 9% to $33.4 million, but operating loss increased significantly to $3.1 million. Care Enablement revenue increased by 19% to $39.6 million, with stable operating income Segment Financial Performance | Segment | 3 Months Ended March 31, 2025 Revenue (in thousands) | 3 Months Ended March 31, 2024 Revenue (in thousands) | % Change Revenue | 3 Months Ended March 31, 2025 Operating Income (Loss) (in thousands) | 3 Months Ended March 31, 2024 Operating Income (Loss) (in thousands) | % Change Operating Income (Loss) | | :-------------- | :------------------------------------- | :------------------------------------- | :---------------- | :----------------------------------------------------- | :----------------------------------------------------- | :------------------------------------ | | Care Partners | $600,951 | $382,318 | 57% | $44,215 | $43,196 | 2% | | Care Delivery | $33,388 | $30,719 | 9% | $(3,108) | $(238) | * | | Care Enablement | $39,562 | $33,274 | 19% | $3,535 | $3,504 | 1% | - The increase in Care Partners revenue and operating income was primarily due to recent acquisitions[218](index=218&type=chunk) - The increase in Care Delivery operating loss was due to increased expenses related to newer clinic locations[219](index=219&type=chunk) [Note 19. Fair Value Measurements of Financial Instruments](index=45&type=section&id=Note%2019.%20Fair%20Value%20Measurements%20of%20Financial%20Instruments) The company's financial instruments include marketable securities, an I Health call option, an interest rate collar, and various contingent consideration liabilities. As of March 31, 2025, total assets measured at fair value were $9.0 million, and total liabilities were $32.1 million, with most contingent consideration classified as Level 3 Fair Value of Financial Instruments | Financial Instrument | March 31, 2025 Fair Value (in thousands) | December 31, 2024 Fair Value (in thousands) | | :------------------------------------------ | :--------------------------------------- | :--------------------------------------- | | Total Assets (Fair Value) | $9,019 | $9,848 | | Total Liabilities (Fair Value) | $32,133 | $30,705 | - The I Health call option is valued at **$3.9 million** (Level 3) as of March 31, 2025, using a probability-weighted model[180](index=180&type=chunk) - Contingent consideration liabilities, primarily for ADSC, CFC, PCCCV, and CHS acquisitions, total **$30.0 million** (Level 3) as of March 31, 2025[175](index=175&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=50&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's discussion and analysis of Astrana Health, Inc.'s financial condition and results of operations for the three months ended March 31, 2025, covering an overview of the business, recent developments, key financial measures, detailed results of operations, segment performance, liquidity, and critical accounting policies [Overview](index=50&type=section&id=Overview) This overview describes Astrana Health, Inc. as a physician-centric, technology-powered healthcare management company serving over one million patients - Astrana Health, Inc. is a leading physician-centric, technology-powered, risk-bearing healthcare management company[192](index=192&type=chunk) - The company manages care for over **1.0 million patients** through more than **12,000 contracted physicians** in value-based care arrangements as of March 31, 2025[193](index=193&type=chunk) [Recent Developments](index=50&type=section&id=Recent%20Developments) This section highlights recent leadership appointments and the company's progress on its pending acquisition of Prospect Health - New leadership appointments include Georgie Sam (Chief Data & Analytics Officer), Glenn Sobotka (Chief Accounting Officer), and Rita Pew (Chief People Officer)[194](index=194&type=chunk) - Astrana received HSR approval for its pending acquisition of Prospect Health, with closing expected this summer[195](index=195&type=chunk) [Key Financial Measures and Indicators](index=50&type=section&id=Key%20Financial%20Measures%20and%20Indicators) This section outlines the primary components of operating revenues and expenses, and introduces non-GAAP measures like Adjusted EBITDA for performance evaluation - Operating revenues primarily consist of capitation, risk pool settlements and incentives, management fee income, and fee-for-service (FFS) revenue[196](index=196&type=chunk) - Largest operating expenses include patient care, information technology, and staff for management and administrative support services[197](index=197&type=chunk) - Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures used for financial and operational decision-making, excluding non-recurring and non-cash transactions[198](index=198&type=chunk) [Results of Operations](index=52&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the company's financial performance, including revenue, cost of services, and net income, for the three months ended March 31, 2025 | Metric | 3 Months Ended March 31, 2025 (in thousands) | 3 Months Ended March 31, 2024 (in thousands) | $ Change | % Change | | :------------------------------------ | :------------------------------------- | :------------------------------------- | :------- | :------- | | Total Revenue | $620,390 | $404,356 | $216,034 | 53% | | Capitation, net | $583,963 | $365,910 | $218,053 | 60% | | Cost of services | $549,061 | $330,399 | $218,662 | 66% | | Income from operations | $20,583 | $30,139 | $(9,556) | (32)% | | Net income attributable to Astrana Health, Inc. | $6,692 | $14,835 | $(8,143) | (55)% | - The increase in capitation revenue was primarily due to recent acquisitions within the Care Partners segment and enrollees transitioning to full risk through Restricted Knox-Keene plans[203](index=203&type=chunk) - The increase in cost of services was due to increased participation in a value-based Medicare FFS model and medical costs associated with professional and institutional risk from recent acquisitions[204](index=204&type=chunk) [Segment Financial Performance](index=54&type=section&id=Segment%20Financial%20Performance) This section analyzes the financial performance of the Care Partners, Care Delivery, and Care Enablement segments, detailing revenue and operating income changes | Segment | 3 Months Ended March 31, 2025 Revenue (in thousands) | 3 Months Ended March 31, 2024 Revenue (in thousands) | % Change Revenue | 3 Months Ended March 31, 2025 Operating Income (Loss) (in thousands) | 3 Months Ended March 31, 2024 Operating Income (Loss) (in thousands) | % Change Operating Income (Loss) | | :-------------- | :------------------------------------- | :------------------------------------- | :---------------- | :----------------------------------------------------- | :----------------------------------------------------- | :------------------------------------ | | Care Partners | $600,951 | $382,318 | 57% | $44,215 | $43,196 | 2% | | Care Delivery | $33,388 | $30,719 | 9% | $(3,108) | $(238) | * | | Care Enablement | $39,562 | $33,274 | 19% | $3,535 | $3,504 | 1% | - Care Partners' growth was primarily due to recent acquisitions[218](index=218&type=chunk) - Care Delivery's increased operating loss was due to expenses from newer clinic locations[219](index=219&type=chunk) [Reconciliation of Net Income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin](index=56&type=section&id=Reconciliation%20of%20Net%20Income%20to%20EBITDA,%20Adjusted%20EBITDA,%20and%20Adjusted%20EBITDA%20Margin) This section reconciles GAAP net income to non-GAAP measures such as EBITDA and Adjusted EBITDA, providing insights into operational profitability | Metric | 3 Months Ended March 31, 2025 (in thousands) | 3 Months Ended March 31, 2024 (in thousands) | $ Change | % Change | | :-------------------- | :------------------------------------- | :------------------------------------- | :------- | :------- | | Net income | $6,221 | $16,862 | $(10,641) | (63)% | | EBITDA | $21,449 | $32,689 | $(11,240) | (34)% | | Adjusted EBITDA | $36,386 | $42,245 | $(5,859) | (14)% | | Total revenue | $620,390 | $404,356 | $216,034 | 53% | | Adjusted EBITDA margin | 6% | 10% | (4)% | (40)% | - The decrease in Adjusted EBITDA was primarily due to a decrease in operating income resulting from higher utilization and increased general and administrative expenses[215](index=215&type=chunk) [Use of Non-GAAP Financial Measures](index=57&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) This section explains the purpose and calculation of non-GAAP financial measures like EBITDA and Adjusted EBITDA, emphasizing their supplementary role to GAAP - EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin are non-GAAP measures used to evaluate operating performance and for financial decision-making[224](index=224&type=chunk) - Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization, excluding income/loss from equity method investments, non-recurring/non-cash transactions, and stock-based compensation[224](index=224&type=chunk) - These non-GAAP measures are intended to supplement, not replace, GAAP financial measures, providing a more meaningful understanding of ongoing operating performance[225](index=225&type=chunk) [Liquidity and Capital Resources](index=57&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's liquidity position, including cash, cash equivalents, and working capital, and its ability to fund future operations | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------------ | :----------------------------- | :----------------------------- | :-------------------- | :------- | | Cash, cash equivalents, and marketable securities | $260,914 | $290,833 | $(29,919) | (10.29)% | | Working capital | $252,000 | $272,900 | $(20,900) | (7.66)% | - The company believes it has sufficient liquidity to fund operations for at least the next 12 months and the foreseeable future[227](index=227&type=chunk) - Liquidity is primarily financed through internally generated funds and borrowings on long-term debt, including the Second Amended and Restated Credit Agreement providing a **$1.3 billion** credit facility[227](index=227&type=chunk) [Cash Flow Activities](index=58&type=section&id=Cash%20Flow%20Activities) This section details the company's cash flow activities, analyzing movements from operating, investing, and financing for the three months ended March 31, 2025 | Cash Flow Category | 3 Months Ended March 31, 2025 (in thousands) | 3 Months Ended March 31, 2024 (in thousands) | $ Change | % Change | | :------------------------------------------------ | :------------------------------------- | :------------------------------------- | :------- | :------- | | Net cash provided by operating activities | $16,627 | $5,977 | $10,650 | 178% | | Net cash used in investing activities | $(2,394) | $(71,039) | $68,645 | (97)% | | Net cash (used in) provided by financing activities | $(44,170) | $106,351 | $(150,521) | (142)% | | Net (decrease) increase in cash and cash equivalents and restricted cash | $(29,937) | $41,289 | $(71,226) | (173)% | - Operating cash flow increase was driven by adjusted net income and changes in working capital, partially offset by increased receivables and decreased fiduciary accounts payable[229](index=229&type=chunk) - Financing cash outflow was primarily due to **$428.2 million** in debt repayments, **$17.2 million** in deferred financing costs, and **$5.5 million** in dividend payments, partially offset by **$412.0 million** in new debt borrowings[231](index=231&type=chunk) [Credit Facilities](index=59&type=section&id=Credit%20Facilities) This section outlines the company's credit facilities, including term loans and revolving credit, and their impact on total debt as of March 31, 2025 | Debt Component | March 31, 2025 (in thousands) | | :---------------------- | :----------------------------- | | Term Loan | $250,000 | | Revolver Loan | $162,000 | | Promissory Note Payable | $9,875 | | Total Debt | $421,875 | - The Second Amended and Restated Credit Agreement provides for a **$300.0 million** revolving credit facility, a **$250.0 million** term loan, and a **$745.0 million** delayed draw term loan, maturing on February 26, 2030[233](index=233&type=chunk) [Critical Accounting Policies and Estimates](index=59&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section discusses the critical accounting policies and estimates that require significant management judgment and can materially affect financial reporting - Management's judgments, assumptions, and estimates are integral to financial statement preparation and can lead to materially different results under different conditions[234](index=234&type=chunk)[235](index=235&type=chunk) - Key areas requiring significant estimates include revenue recognition, medical liabilities, business combinations, and income taxes[52](index=52&type=chunk) [Off-Balance Sheet Arrangements](index=60&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of material off-balance sheet arrangements as of March 31, 2025 - As of March 31, 2025, the company had no material off-balance sheet arrangements[236](index=236&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=61&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to interest rate risk primarily from its Term Loan and Revolver Loan, which bear floating interest rates. A hypothetical 1% change in interest rates would have increased interest expense by $0.9 million or decreased it by $1.1 million for Q1 2025. The company uses an interest rate collar to limit this risk - The company's Term Loan (**$250.0 million**) and Revolver Loan (**$162.0 million**) bear floating interest rates, exposing it to interest rate risk[238](index=238&type=chunk) - A hypothetical **1%** change in interest rates would have impacted Q1 2025 interest expense by **$0.9 million** (increase) or **$1.1 million** (decrease)[238](index=238&type=chunk) - An interest rate collar is used for the Revolver Loan, setting a cap of **5.00%** and a floor of **2.34%** for the SOFR portion of the interest rate[238](index=238&type=chunk) [Item 4. Controls and Procedures](index=61&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the company's evaluation of disclosure controls and procedures, concluding their effectiveness as of March 31, 2025, and confirms no material changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=61&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as evaluated by management, including the CEO and CFO - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of March 31, 2025[240](index=240&type=chunk) - Disclosure controls and procedures are designed to ensure timely recording, processing, summarizing, and reporting of information required by the Exchange Act[239](index=239&type=chunk) [Changes in Internal Control Over Financial Reporting](index=61&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section reports that no material changes in internal control over financial reporting occurred during the quarter ended March 31, 2025 - No material changes in internal control over financial reporting occurred during the quarter ended March 31, 2025[241](index=241&type=chunk) [PART II – OTHER INFORMATION](index=62&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This part provides additional information beyond the financial statements, including legal proceedings, risk factors, equity sales, and other disclosures [Item 1. Legal Proceedings](index=62&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings in the normal course of business. While outcomes are uncertain, management does not expect current matters to have a material adverse effect on operations, financial position, or cash flows - The company is party to lawsuits, threatened lawsuits, disputes, and other claims arising in the normal course of business[243](index=243&type=chunk) - Management does not believe current legal proceedings will have a material adverse effect on operations, financial position, or cash flows[243](index=243&type=chunk) [Item 1A. Risk Factors](index=62&type=section&id=Item%201A.%20Risk%20Factors) The company's business, financial condition, and operating results are influenced by various factors, including risks specific to the company or the healthcare industry. No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, have been identified - Business, financial condition, and operating results are affected by risks specific to the company or the healthcare industry[245](index=245&type=chunk) - No material changes in risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, have been identified[245](index=245&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=63&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company has a $50.0 million share repurchase plan approved in December 2022, with $40.5 million remaining available as of March 31, 2025. No shares were repurchased under this plan during Q1 2025. However, 444,777 shares were repurchased for tax withholding obligations and 300,000 shares from APC for $10.6 million - A **$50.0 million** share repurchase plan was approved in December 2022, with **$40.5 million** remaining as of March 31, 2025. No repurchases under this plan in Q1 2025[248](index=248&type=chunk) Share Repurchases for Tax Withholding | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :------------------------------------ | :----------------------------- | :--------------------------- | | January 1, 2025 to January 31, 2025 | 310,303 | $35.20 | | February 1, 2025 to February 28, 2025 | 566 | $37.18 | | March 1, 2025 to March 31, 2025 | 133,908 | $27.36 | | Total (Q1 2025) | 444,777 | $32.84 | - **300,000 shares** were repurchased from APC for approximately **$10.6 million** in January 2025, separate from the publicly announced plan[253](index=253&type=chunk) [Item 3. Defaults Upon Senior Securities](index=63&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported for the period - No defaults upon senior securities[251](index=251&type=chunk) [Item 4. Mine Safety Disclosures](index=63&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[252](index=252&type=chunk) [Item 5. Other Information](index=64&type=section&id=Item%205.%20Other%20Information) This section confirms that no Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by the company's directors or executive officers during the quarter ended March 31, 2025 [Rule 10b5-1 Trading Plans](index=64&type=section&id=Rule%2010b5-1%20Trading%20Plans) This section confirms that no Rule 10b5-1 trading plans or arrangements were adopted, modified, or terminated by company insiders during the quarter - No Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or executive officers during Q1 2025[254](index=254&type=chunk) [Item 6. Exhibits](index=65&type=section&id=Item%206.%20Exhibits) This section lists all exhibits incorporated by reference or filed/furnished with the Quarterly Report on Form 10-Q, including merger agreements, credit agreements, employment agreements, and certifications - The exhibits include various agreements such as the Agreement and Plan of Merger, Stock Purchase Agreements, and the Second Amended and Restated Credit Agreement[257](index=257&type=chunk)[259](index=259&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer (302 and 906) are filed/furnished[259](index=259&type=chunk) [SIGNATURES](index=67&type=section&id=SIGNATURES) This section provides the formal signatures of the company's principal executive and financial officers, certifying the report's submission - The report was signed on May 9, 2025, by Brandon K. Sim (CEO and President) and Chandan Basho (CFO and COO)[263](index=263&type=chunk)

[Executive Summary & Business Overview](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Overview) [Company Overview](index=3&type=section&id=Company%20Overview) Astrana Health is a physician-centric, technology-driven healthcare company focused on accessible, high-quality, patient-centered care, leveraging its proprietary platform to improve patient outcomes and provider well-being - Astrana Health is a physician-centric, technology-driven healthcare company dedicated to providing accessible, high-quality, patient-centered care[15](index=15&type=chunk) - The company's proprietary end-to-end technology platform empowers providers to deliver more proactive, preventive care, improving patient outcomes, enhancing patient experience, increasing provider well-being, and creating greater value[15](index=15&type=chunk) - Currently, Astrana supports over **12,000 providers** and more than **1 million Americans** in value-based care arrangements through its affiliated provider network, management services organizations, and primary, specialty, and ancillary care clinics[16](index=16&type=chunk) [Q1 2025 Financial & Operating Highlights](index=1&type=section&id=Q1%202025%20Financial%20%26%20Operating%20Highlights) Astrana Health achieved strong Q1 2025 results with a 53% total revenue increase, despite a net income and adjusted EBITDA decline, while making significant progress in leadership, CHS integration, and the Prospect Health acquisition 2025 Q1 Key Financial Data (vs. 2024 Q1) | Metric | Q1 2025 | Q1 2024 | YoY Change (%) | | :----------------------------- | :------------- | :------------- | :----------- | | Total Revenue | $620.4 million | $404.4 million | 53% | | Care Partners Revenue | $601.0 million | $382.3 million | 57% | | Net Income Attributable to Astrana | $6.7 million | $14.8 million | -55% | | Diluted Earnings Per Share (EPS) | $0.14 | $0.31 | -55% | | Adjusted EBITDA | $36.4 million | $42.2 million | -14% | - Astrana announced several leadership team additions, including Georgie Sam as Chief Data and Analytics Officer, Glenn Sobotka as Chief Accounting Officer, and the promotion of Rita Pew to Chief People Officer, to support continued growth and execution[6](index=6&type=chunk) - The company successfully completed the integration of Collaborative Health Systems (CHS) into its proprietary technology platform, which has already yielded significant general and administrative (G&A) efficiencies[6](index=6&type=chunk) - Astrana has received Hart-Scott-Rodino (HSR) approval for its upcoming acquisition of Prospect Health, which is expected to close this summer[6](index=6&type=chunk) [2025 Guidance](index=2&type=section&id=2025%20Guidance) Astrana Health provided Q2 and reaffirmed full-year 2025 financial guidance, projecting continued growth in total revenue and adjusted EBITDA, including strategic investments in automation and AI, and acquisition-related integration costs 2025 Financial Guidance Ranges | Metric | Three Months Ending June 30, 2025 (Guidance Range) | Year Ending December 31, 2025 (Guidance Range) | | :---------------- | :----------------------------- | :----------------------------- | | | Low | High | Low | High | | Total Revenue | $615 million | $655 million | $2,500 million | $2,700 million | | Adjusted EBITDA | $45 million | $50 million | $170 million | $190 million | - The full-year 2025 guidance includes approximately **$15 million** for ongoing strategic investments in automation and AI, as well as ongoing and anticipated integration costs related to planned acquisitions[9](index=9&type=chunk) - Guidance does not include the contribution from any acquisitions not yet completed[9](index=9&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) [CONDENSED CONSOLIDATED BALANCE SHEETS](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of March 31, 2025, Astrana Health's total assets slightly decreased to $1.33 billion, with total liabilities reducing and total stockholders' equity increasing, driven by changes in cash, receivables, and long-term debt Condensed Consolidated Balance Sheets Summary (As of March 31, 2025 vs. December 31, 2024) | Metric | March 31, 2025 (thousand dollars) | December 31, 2024 (thousand dollars) | Change (thousand dollars) | | :-------------------------------- | :------------- | :--------------- | :----- | | Total Assets | $1,331,256 | $1,354,894 | -$23,638 | | Total Liabilities | $813,550 | $840,726 | -$27,176 | | Total Stockholders' Equity | $750,439 | $716,726 | +$33,713 | | Cash and Cash Equivalents | $258,517 | $288,455 | -$29,938 | | Accounts Receivable, Net | $241,078 | $225,733 | +$15,345 | | Long-Term Debt, Net of Current Portion and Deferred Financing Costs | $403,894 | $425,299 | -$21,405 | - As of March 31, 2025, the company's consolidated VIEs had total assets of **$678.1 million** and total liabilities of **$212.1 million**[21](index=21&type=chunk) [CONSOLIDATED STATEMENTS OF INCOME](index=6&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20INCOME) In Q1 2025, Astrana Health's total revenue grew 53% to $620.4 million, primarily from capitated revenue, but net income attributable to Astrana Health decreased 55% to $6.7 million due to increased operating and net other expenses Consolidated Statements of Income Summary (For the Three Months Ended March 31) | Metric | 2025 (thousand dollars) | 2024 (thousand dollars) | YoY Change (%) | | :------------------------------------ | :------- | :------- | :----------- | | Total Revenue | $620,390 | $404,356 | 53% | | Capitated Revenue, Net | $583,963 | $365,910 | 60% | | Total Operating Expenses | $599,807 | $374,217 | 60% | | Operating Income | $20,583 | $30,139 | -32% | | Net Other Expenses | $(10,979) | $(6,135) | 79% | | Net Income Attributable to Astrana Health, Inc. | $6,692 | $14,835 | -55% | | Diluted Earnings Per Share | $0.14 | $0.31 | -55% | - Service costs (excluding depreciation and amortization) increased by **66%** year-over-year to **$549.1 million**[24](index=24&type=chunk) - Other loss (net) increased from **$4.277 million** in Q1 2024 to **$5.072 million** in Q1 2025[24](index=24&type=chunk) [CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Q1 2025 saw a significant increase in net cash from operating activities to $16.6 million, but net cash outflow from financing activities of $44.2 million, mainly due to long-term debt repayment, resulted in a $29.9 million net decrease in cash and equivalents Condensed Consolidated Statements of Cash Flows Summary (For the Three Months Ended March 31) | Activity | 2025 (thousand dollars) | 2024 (thousand dollars) | | :------------------------------------ | :------- | :------- | | Net Cash Provided by Operating Activities | $16,627 | $5,977 | | Net Cash Used in Investing Activities | $(2,394) | $(71,039) | | Net Cash (Used in) Provided by Financing Activities | $(44,170) | $106,351 | | Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash | $(29,937) | $41,289 | | Cash, Cash Equivalents, and Restricted Cash at End of Period | $259,164 | $335,441 | - Net cash provided by operating activities increased, primarily due to changes in accounts receivable and income tax receivable[26](index=26&type=chunk) - Cash outflow from financing activities primarily included **$428.2 million** for long-term debt repayment and **$17.2 million** for deferred financing costs, partially offset by **$412.0 million** in long-term debt borrowings[26](index=26&type=chunk) - Net cash used in investing activities significantly decreased, mainly because there were no cash payments for business acquisitions during the quarter[26](index=26&type=chunk) [Non-GAAP Financial Measures & Reconciliations](index=9&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Reconciliations) [Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin (Historical)](index=9&type=section&id=Reconciliation%20of%20Net%20Income%20to%20EBITDA%2C%20Adjusted%20EBITDA%20and%20Adjusted%20EBITDA%20Margin) Astrana Health's Q1 2025 adjusted EBITDA decreased 14% to $36.4 million, with a 6% adjusted EBITDA margin, primarily due to increased "other, net" expenses and stock-based compensation Reconciliation of Net Income to EBITDA and Adjusted EBITDA (For the Three Months Ended March 31) | Metric | 2025 (thousand dollars) | 2024 (thousand dollars) | YoY Change (%) | | :-------------------- | :------- | :------- | :----------- | | Net Income | $6,221 | $16,862 | -63% | | EBITDA | $21,449 | $32,689 | -34% | | Adjusted EBITDA | $36,386 | $42,245 | -14% | | Total Revenue | $620,390 | $404,356 | 53% | | Adjusted EBITDA Margin | 6% | 10% | -4 ppts | - In Q1 2025, "other, net" primarily related to debt issuance costs associated with the Second Amended and Restated Credit Facility, Prospect acquisition transaction costs, data conversion costs for recent acquisitions, CHS transaction-related costs, non-cash changes in the fair value of call options and collar agreements, and severance expenses[29](index=29&type=chunk) - Stock-based compensation increased from **$5.7 million** in Q1 2024 to **$7.8 million** in Q1 2025[29](index=29&type=chunk) [Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA (Forward-Looking)](index=9&type=section&id=Guidance%20Reconciliation%20of%20Net%20Income%20to%20EBITDA%20and%20Adjusted%20EBITDA) Astrana Health provided full-year 2025 guidance for net income ranging from $62.5 million to $73.5 million and adjusted EBITDA from $170 million to $190 million 2025 Full-Year Guidance Reconciliation | Metric | Low (thousand dollars) | High (thousand dollars) | | :-------------------------- | :----------- | :----------- | | Net Income | $62,500 | $73,500 | | Interest Expense | $16,000 | $19,000 | | Provision for Income Taxes | $34,000 | $40,000 | | Depreciation and Amortization | $32,500 | $32,500 | | EBITDA | $145,000 | $165,000 | | Equity Method Investment Income | $(5,500) | $(5,500) | | Other, Net | $9,500 | $9,500 | | Stock-Based Compensation | $21,000 | $21,000 | | Adjusted EBITDA | $170,000 | $190,000 | [Use of Non-GAAP Financial Measures](index=10&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) Astrana Health utilizes non-GAAP financial measures like EBITDA and Adjusted EBITDA as supplementary performance metrics to help investors assess operational performance by excluding non-core or non-recurring financial information - The company uses Adjusted EBITDA as a supplemental performance measure for operations, financial and operational decision-making, and assessing consistency across periods[33](index=33&type=chunk) - Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, and amortization, excluding equity method investment income or loss, non-recurring and non-cash transactions, and stock-based compensation[33](index=33&type=chunk) - The company believes the presentation of these non-GAAP financial measures provides relevant and useful information to investors, enabling them to assess the operational performance of business activities without considering differences caused by non-core or non-recurring financial information[34](index=34&type=chunk) [Additional Information](index=2&type=section&id=Additional%20Information) [Segment Results](index=2&type=section&id=Segment%20Results) In Q1 2025, the Care Partners segment was the primary revenue driver, growing 57% and contributing most of the operating income, while Care Delivery and Care Enablement also saw revenue growth with varied operating income Q1 2025 Segment Revenue and Operating Income | Segment | Total Revenue (thousand dollars) | YoY Change (%) | Operating Income (thousand dollars) | | :---------------- | :--------------- | :----------- | :--------------- | | Care Partners | $600,951 | 57% | $44,215 | | Care Delivery | $33,388 | 9% | $(3,108) | | Care Enablement | $39,562 | 19% | $3,535 | | Corporate Costs | — | — | $(24,062) | | Consolidated Total | $620,390 | — | $20,583 | - The Care Delivery segment reported an operating loss of **$3.108 million**, while the Care Enablement segment achieved an operating income of **$3.535 million**[7](index=7&type=chunk) [Note About Consolidated Entities](index=2&type=section&id=Note%20About%20Consolidated%20Entities) The company consolidates entities where it holds a controlling financial interest, including subsidiaries with over 50% voting rights and Variable Interest Entities (VIEs) where it is the primary beneficiary - The company consolidates entities in which it has a controlling financial interest, including subsidiaries where it directly or indirectly holds more than **50%** of the voting rights, and Variable Interest Entities (VIEs) where the company is the primary beneficiary[14](index=14&type=chunk) - Non-controlling interests represent the equity ownership of third parties in the company's consolidated entities, including certain VIEs, with net income attributable to non-controlling interests disclosed in the company's consolidated statements of income[14](index=14&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This press release contains forward-looking statements regarding future events and financial performance, based on management's current expectations and assumptions, which are subject to risks and uncertainties - Forward-looking statements reflect current views regarding future events and financial performance, and therefore no assurance can be given[17](index=17&type=chunk) - Such statements are based on the current expectations and certain assumptions of the company's management, some or all of which may not materialize or may vary significantly from actual results[17](index=17&type=chunk) - The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by applicable securities laws[17](index=17&type=chunk) [Conference Call and Webcast Information](index=2&type=section&id=Conference%20Call%20and%20Webcast%20Information) Astrana Health held a conference call on May 8, 2025, to discuss Q1 2025 results, providing dial-in numbers and a webcast link with a supplementary slide presentation - Astrana held a conference call on Thursday, May 8, 2025, at 2:30 p.m. Pacific Time / 5:30 p.m. Eastern Time, where management discussed results for the first quarter ended March 31, 2025[11](index=11&type=chunk) - The conference was accessible via provided dial-in numbers or a webcast link[11](index=11&type=chunk) - A supplementary slide presentation was available in PDF format on the "Investor Relations Calendar" page of the company's website and filed as an exhibit to Astrana's Current Report on Form 8-K with the SEC[11](index=11&type=chunk) [FOR MORE INFORMATION, PLEASE CONTACT:](index=3&type=section&id=FOR%20MORE%20INFORMATION%2C%20PLEASE%20CONTACT%3A) Contact information for investor relations, including phone and email, is provided for inquiries - Investor Relations contact phone: **(626) 943-6491**[18](index=18&type=chunk) - Investor Relations contact email: **investors@astranahealth.com**[18](index=18&type=chunk)

Financial Highlights for Year Ended December 31, 2024: All comparisons are to the year ended December 31, 2023 unless otherwise stated. See "Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin" and "Use of Non-GAAP Financial Measures" below for additional information. Exhibit 99.1 Astrana Health, Inc. Reports Fourth Quarter and Year-End 2024 Results Company to Host Conference Call on Thursday, February 27, 2025, at 2:30 p.m. PT/5:30 p.m. ET ALHAMBRA, Calif., February 27, 2025 ...

[Glossary](index=3&type=section&id=Glossary) The Glossary provides definitions for abbreviations and acronyms used throughout the document to ensure clarity and understanding - The Glossary provides definitions for abbreviations and acronyms used throughout the document to ensure clarity and understanding[4](index=4&type=chunk) [Introductory Note](index=4&type=section&id=Introductory%20Note) This section clarifies company references and notes that CMS has not reviewed the report's statements regarding healthcare programs - References to 'Company,' 'we,' 'us,' 'our' refer to **Astrana Health, Inc.** and its consolidated subsidiaries and affiliated entities, including Variable Interest Entities (VIEs)[6](index=6&type=chunk) - The Centers for Medicare & Medicaid Services ('CMS') have not reviewed any statements in this Report, including those describing participation in the ACO REACH Model and Medicare Shared Savings Program ('MSSP')[7](index=7&type=chunk) [Note About Forward-Looking Statements](index=4&type=section&id=Note%20About%20Forward-Looking%20Statements) This report contains forward-looking statements about the company's business, financial condition, and operating results, which involve inherent risks and uncertainties - This report contains forward-looking statements regarding business, financial condition, operating results, plans, objectives, expectations, and intentions, including projections of earnings, revenue, and future liquidity[9](index=9&type=chunk) - Forward-looking statements involve risks and uncertainties, many of which are difficult to predict and outside the company's control, and actual results may differ materially from those projected[11](index=11&type=chunk) - The Company undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws[11](index=11&type=chunk) [PART I FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial performance [Condensed Consolidated Financial Statements](index=6&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents Astrana Health, Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of income, statements of mezzanine and stockholders' equity, and statements of cash flows, along with detailed notes explaining the company's business, accounting policies, recent acquisitions, debt structure, and other financial details for the periods ended September 30, 2024, and December 31, 2023 [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific points in time Consolidated Balance Sheet Highlights (Thousands) | Metric | Sep 30, 2024 | Dec 31, 2023 | Change | % Change | | :-------------------------------- | :----------- | :----------- | :----- | :------- | | Total Assets | $1,285,376 | $933,361 | $352,015 | 37.7% | | Total Liabilities | $778,269 | $522,593 | $255,676 | 48.9% | | Total Equity | $709,619 | $616,651 | $92,968 | 15.1% | | Cash and cash equivalents | $347,994 | $293,807 | $54,187 | 18.4% | | Receivables, net | $132,237 | $76,780 | $55,457 | 72.2% | | Intangible assets, net | $109,108 | $71,648 | $37,460 | 52.3% | | Goodwill | $409,711 | $278,831 | $130,880 | 46.9% | | Medical liabilities | $160,279 | $106,657 | $53,622 | 50.3% | | Long-term debt, net | $423,119 | $258,939 | $164,180 | 63.4% | [Condensed Consolidated Statements of Income](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) This section details the company's revenues, expenses, and net income over specific reporting periods, reflecting operational performance Consolidated Statements of Income (Thousands) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Change | % Change | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----- | :------- | | Total Revenue | $478,710 | $348,173 | $130,537 | 37% | | Capitation, net | $431,401 | $305,678 | $125,723 | 41% | | Total Expenses | $450,285 | $309,090 | $141,195 | 46% | | Income from operations | $28,425 | $39,083 | $(10,658) | (27)% | | Net income attributable to Astrana Health, Inc. | $16,094 | $22,059 | $(5,965) | (27)% | | Earnings per share – basic | $0.34 | $0.47 | $(0.13) | (27.7)% | | Earnings per share – diluted | $0.33 | $0.47 | $(0.14) | (29.8)% | | Metric | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | Change | % Change | | :-------------------------------------- | :----------------------------- | :----------------------------- | :----- | :------- | | Total Revenue | $1,369,331 | $1,033,625 | $335,706 | 32% | | Capitation, net | $1,239,885 | $906,430 | $333,455 | 37% | | Total Expenses | $1,280,701 | $945,142 | $335,559 | 36% | | Income from operations | $88,630 | $88,483 | $147 | 0% | | Net income attributable to Astrana Health, Inc. | $50,100 | $48,361 | $1,739 | 4% | | Earnings per share – basic | $1.05 | $1.04 | $0.01 | 1% | | Earnings per share – diluted | $1.04 | $1.03 | $0.01 | 1% | [Condensed Consolidated Statements of Mezzanine and Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Mezzanine%20and%20Stockholders'%20Equity) This section outlines changes in the company's equity, including net income, share issuances, and distributions to non-controlling interests - Net income for the nine months ended September 30, 2024, increased retained earnings by **$50.1 million**[19](index=19&type=chunk)[20](index=20&type=chunk) - Issuance of shares for business acquisition contributed **$22.0 million** to additional paid-in capital[20](index=20&type=chunk)[73](index=73&type=chunk) - Share-based compensation increased additional paid-in capital by **$19.3 million** for the nine months ended September 30, 2024[20](index=20&type=chunk)[123](index=123&type=chunk) - Dividends paid to non-controlling interests totaled **$2.1 million** for the nine months ended September 30, 2024[24](index=24&type=chunk)[122](index=122&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=13&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes the cash inflows and outflows from operating, investing, and financing activities, reflecting the company's liquidity Consolidated Statements of Cash Flows (Thousands) | Metric | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | Change | % Change | | :------------------------------------------------------- | :----------------------------- | :----------------------------- | :----- | :------- | | Net cash provided by operating activities | $63,146 | $48,927 | $14,219 | 29% | | Net cash used in investing activities | $(159,071) | $(54,096) | $(104,975) | 194% | | Net cash provided by (used in) financing activities | $150,413 | $(8,572) | $158,985 | * | | Net increase (decrease) in cash and cash equivalents and restricted cash | $54,488 | $(13,741) | $68,229 | (497)% | - Investing activities for the nine months ended September 30, 2024, included **$115.5 million** for business acquisitions, **$26.0 million** for promissory notes, and **$6.0 million** for an equity method investment[24](index=24&type=chunk)[306](index=306&type=chunk) - Financing activities for the nine months ended September 30, 2024, were primarily driven by **$171.9 million** in borrowings on long-term debt[24](index=24&type=chunk)[307](index=307&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=16&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements [1. Description of Business](index=16&type=section&id=1.%20Description%20of%20Business) This note describes Astrana Health, Inc.'s core business as a provider-centric, technology-powered, risk-bearing healthcare company operating in three segments - Astrana Health, Inc. (formerly Apollo Medical Holdings, Inc.) is a leading provider-centric, technology-powered, risk-bearing healthcare company headquartered in Alhambra, California[29](index=29&type=chunk)[30](index=30&type=chunk) - The company operates in three reportable segments: Care Partners (building and managing provider networks, RBOs, ACOs, MSSP), Care Delivery (primary, multi-specialty, and ancillary care services), and Care Enablement (comprehensive technology platform for value-based care)[31](index=31&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) - Astrana provides value-based care enablement services and care delivery to patients in California, Nevada, and Texas, primarily covered by Medicare, Medicaid, and commercial insurance[30](index=30&type=chunk) [2. Basis of Presentation and Summary of Significant Accounting Policies](index=17&type=section&id=2.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the accounting principles used in preparing the financial statements, including consolidation, estimates, and recent pronouncements - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial statements and Form 10-Q instructions, and should be read in conjunction with the 2023 Annual Report on Form 10-K[35](index=35&type=chunk) - The financial statements include Astrana's wholly owned subsidiaries and consolidated Variable Interest Entities (VIEs)[36](index=36&type=chunk) - Management makes significant estimates and assumptions, including for receivables, long-lived assets, business combinations, medical liabilities, income taxes, and share-based compensation[39](index=39&type=chunk) - Recent accounting pronouncements, ASU 2023-07 (Segment Reporting) and ASU 2023-09 (Income Tax Disclosures), are not expected to have a significant impact on the consolidated financial statements[63](index=63&type=chunk)[64](index=64&type=chunk) [3. Business Combinations and Goodwill](index=22&type=section&id=3.%20Business%20Combinations%20and%20Goodwill) This note details the company's acquisition activities, including purchase consideration, revenue contributions, and changes in goodwill - During the nine months ended September 30, 2024, Astrana completed several acquisitions, including Airline Complete, AHMS, PCCCV, CFC, and ADSC[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk)[71](index=71&type=chunk) Total Purchase Consideration for Acquisitions (Nine Months Ended Sep 30, 2024, Thousands) | Component | Amount | | :------------------------ | :----- | | Cash paid | $169,933 | | Contingent consideration | $14,187 | | Common stock issued | $21,952 | | **Total** | **$206,072** | - These acquisitions contributed **$235.9 million** in total revenue and **$26.4 million** in net income from their respective acquisition dates through September 30, 2024[73](index=73&type=chunk) Goodwill Carrying Value (Thousands) | Metric | Amount | | :------------------------ | :----- | | Balance, January 1, 2024 | $278,831 | | Acquisitions | $128,271 | | Adjustments | $2,609 | | **Balance, September 30, 2024** | **$409,711** | [4. Intangible Assets, Net](index=25&type=section&id=4.%20Intangible%20Assets,%20Net) This note provides a breakdown of the company's intangible assets, including indefinite-lived and amortized assets, and associated amortization expenses Intangible Assets, Net (Thousands) | Category | Sep 30, 2024 | Dec 31, 2023 | Change | % Change | | :-------------------------------------- | :----------- | :----------- | :----- | :------- | | Indefinite lived assets (Trademarks, Licenses) | $4,050 | $2,150 | $1,900 | 88.4% | | Amortized intangible assets (Network, Management, Member relationships, etc.) | $105,058 | $69,498 | $35,560 | 51.2% | | **Total Intangible Assets, Net** | **$109,108** | **$71,648** | **$37,460** | **52.3%** | Amortization Expense (Thousands) | Period | 2024 | 2023 | Change | % Change | | :------------------------ | :--- | :--- | :----- | :------- | | Three months ended Sep 30 | $6,700 | $3,200 | $3,500 | 109.4% | | Nine months ended Sep 30 | $18,000 | $9,500 | $8,500 | 89.5% | Estimated Future Amortization Expense (Thousands) | Year | Amount | | :--- | :----- | | 2024 (remaining) | $6,630 | | 2025 | $22,856 | | 2026 | $18,642 | | 2027 | $15,170 | | 2028 | $12,459 | | Thereafter | $29,301 | | **Total** | **$105,058** | [5. Investments in Other Entities](index=26&type=section&id=5.%20Investments%20in%20Other%20Entities) This note details the company's equity method investments, including the acquisition of a 25% interest in I Health, Inc. and related income/loss - The company's total equity method investment balance increased to **$34.6 million** as of September 30, 2024, from **$25.8 million** at December 31, 2023[13](index=13&type=chunk)[84](index=84&type=chunk) - On March 31, 2024, Astrana acquired a **25% equity interest** in I Health, Inc. for **$6.0 million**, with an associated call option valued at **$3.9 million** to purchase additional equity[88](index=88&type=chunk)[219](index=219&type=chunk) Income (Loss) from Equity Method Investments (Thousands) | Period | 2024 | 2023 | Change | % Change | | :------------------------ | :--- | :--- | :----- | :------- | | Three months ended Sep 30 | $1,353 | $(2,104) | $3,457 | (164)% | | Nine months ended Sep 30 | $2,887 | $3,104 | $(217) | (7)% | [6. Loans Receivable](index=28&type=section&id=6.%20Loans%20Receivable) This note outlines the company's non-current loans receivable, including new issuances and existing convertible promissory notes Loans Receivable, Non-current (Thousands) | Metric | Sep 30, 2024 | Dec 31, 2023 | Change | % Change | | :------------------------ | :----------- | :----------- | :----- | :------- | | Loans receivable, non-current | $55,284 | $26,473 | $28,811 | 108.8% | - New loans issued in 2024 include a **$20.0 million** senior secured promissory note to BASS Medical Group (8.21% interest, matures 2031) and a **$5.0 million** secured convertible promissory note to DWGAS, Inc. (7.5% interest, matures 2029, with conversion option)[92](index=92&type=chunk)[93](index=93&type=chunk) - An existing **$25.0 million** convertible promissory note with IntraCare (8.81% interest) matures in July 2028[91](index=91&type=chunk) [7. Accounts Payable and Accrued Expenses](index=28&type=section&id=7.%20Accounts%20Payable%20and%20Accrued%20Expenses) This note details the composition of accounts payable and accrued expenses, including capitation and other provider payables Accounts Payable and Accrued Expenses (Thousands) | Component | Sep 30, 2024 | Dec 31, 2023 | Change | % Change | | :-------------------------------- | :----------- | :----------- | :----- | :------- | | Accounts payable and other accruals | $36,908 | $9,075 | $27,833 | 306.7% | | Capitation payable | $13,317 | $4,503 | $8,814 | 195.7% | | Other provider payable | $14,465 | $9,322 | $5,143 | 55.2% | | **Total** | **$94,811** | **$59,949** | **$34,862** | **58.2%** | [8. Medical Liabilities](index=29&type=section&id=8.%20Medical%20Liabilities) This note presents the changes in medical liabilities, including those from business acquisitions, incurred costs, and payments Medical Liabilities (Thousands) | Metric | Sep 30, 2024 | Sep 30, 2023 | | :-------------------------------------- | :----------- | :----------- | | Medical liabilities, beginning of period | $106,657 | $81,255 | | Medical liabilities from business acquisitions | $32,106 | $6,157 | | Medical care costs incurred (current period) | $797,906 | $642,880 | | Payments for medical care costs (current period) | $(654,625) | $(547,212) | | **Medical liabilities, end of period** | **$160,279** | **$97,519** | [9. Credit Facility, Promissory Notes Payable, Bank Loans, and Lines of Credit](index=29&type=section&id=9.%20Credit%20Facility,%20Promissory%20Notes%20Payable,%20Bank%20Loans,%20and%20Lines%20of%20Credit) This note details the company's debt structure, including term loans, revolving credit, promissory notes, and compliance with financial covenants Debt Balance (Thousands) | Component | Sep 30, 2024 | Dec 31, 2023 | Change | % Change | | :------------------------ | :----------- | :----------- | :----- | :------- | | Term Loan | $285,250 | $280,000 | $5,250 | 1.9% | | Revolver Loan | $146,732 | $0 | $146,732 | N/A | | Promissory Note Payable | $9,875 | $2,000 | $7,875 | 393.8% | | **Total Debt** | **$441,857** | **$282,000** | **$159,857** | **56.7%** | - The Amended Credit Agreement provides a **$400.0 million** revolving credit facility and a **$300.0 million** term loan, totaling **$700.0 million**; as of September 30, 2024, the interest rate on both the Revolver Loan and Term Loan was **7.20%**[101](index=101&type=chunk)[103](index=103&type=chunk)[311](index=311&type=chunk) - The average effective interest rate on total debt for the nine months ended September 30, 2024, was **7.08%**, up from **6.07%** in 2023[111](index=111&type=chunk) - The company must comply with financial covenants, including a maximum consolidated total net leverage ratio (not greater than 3.75 to 1.00, or 4.00 to 1.00 after large acquisitions) and a minimum consolidated interest coverage ratio (not less than 3.25 to 1.00)[105](index=105&type=chunk) [10. Mezzanine and Stockholders' Equity](index=32&type=section&id=10.%20Mezzanine%20and%20Stockholders'%20Equity) This note explains the classification of non-controlling interest as mezzanine equity, details share repurchases, and reports distributions to non-controlling interests - Non-controlling interest in Allied Physicians of California ('APC') is classified as mezzanine equity due to its redemption feature not being solely within APC's control[116](index=116&type=chunk) - In April 2024, Astrana repurchased all outstanding Series A and Series B Preferred Stock, eliminating these series from its Restated Certificate of Incorporation[119](index=119&type=chunk) - Total treasury stock, including shares held by APC, was **10,598,749 shares** as of September 30, 2024, compared to **10,584,340 shares** at December 31, 2023[121](index=121&type=chunk) - Distributions to non-controlling interests were **$0.2 million** for the three months and **$2.1 million** for the nine months ended September 30, 2024[122](index=122&type=chunk) [11. Stock-Based Compensation](index=33&type=section&id=11.%20Stock-Based%20Compensation) This note details the company's stock-based compensation expense, including grants of stock options and restricted stock awards Stock-Based Compensation Expense (Thousands) | Component | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Stock options and ESPP | $349 | $406 | $1,125 | $1,393 | | Restricted stock awards and units | $5,814 | $5,300 | $18,176 | $11,971 | | **Total** | **$6,163** | **$5,706** | **$19,301** | **$13,364** | - Unrecognized compensation expense related to total share-based payments outstanding was **$31.7 million** as of September 30, 2024[123](index=123&type=chunk) - During the nine months ended September 30, 2024, the company granted **519,696 performance-based** and **405,164 non-performance-based** restricted stock awards and units[126](index=126&type=chunk) [12. Commitments and Contingencies](index=35&type=section&id=12.%20Commitments%20and%20Contingencies) This note outlines the company's regulatory compliance requirements, outstanding letters of credit, and ongoing legal proceedings - The company is required to comply with Department of Managed Health Care ('DMHC') regulations, including minimum working capital, tangible net equity ('TNE'), cash-to-claims ratio, and claims payment requirements[130](index=130&type=chunk) - Outstanding irrevocable standby letters of credit totaled **$25.0 million** with Truist Bank and **$3.9 million** with Preferred Bank as of September 30, 2024[132](index=132&type=chunk)[133](index=133&type=chunk) - The company is involved in various legal proceedings, but management believes the ultimate resolution will not have a material adverse effect on its financial position, results of operations, or cash flows[134](index=134&type=chunk)[135](index=135&type=chunk) [13. Related-Party Transactions](index=36&type=section&id=13.%20Related-Party%20Transactions) This note details transactions with related parties, including management fees, provider services, and revenue/expenses with affiliated entities - The company recognized management fees from LaSalle Medical Associates – IPA line of business ('LMA') of **$4.3 million** (3M 2023) and **$16.2 million** (9M 2023) before the agreement was terminated[138](index=138&type=chunk) - Paid **$0.8 million** (3M 2024) and **$2.2 million** (9M 2024) to Pacific Medical Imaging & Oncology Center, Inc. ('PMIOC') for provider services[139](index=139&type=chunk) - Incurred **$0.6 million** (3M 2024) and **$1.2 million** (9M 2024) in management fees to I Health, with which the company has a management service agreement[141](index=141&type=chunk) Revenue and Expenses with AHMC, HSMSO, and Aurion (Thousands) | Metric | AHMC (3M 2024) | HSMSO (3M 2024) | Aurion (3M 2024) | AHMC (9M 2024) | HSMSO (9M 2024) | Aurion (9M 2024) | | :------- | :------------- | :-------------- | :--------------- | :------------- | :-------------- | :--------------- | | Revenue | $11,167 | $626 | $0 | $33,944 | $1,239 | $0 | | Expenses | $9,169 | $0 | $50 | $24,134 | $0 | $200 | | Net | $1,998 | $626 | $(50) | $9,810 | $1,239 | $(200) | [14. Income Taxes](index=38&type=section&id=14.%20Income%20Taxes) This note describes the company's income tax accounting policies, effective tax rate, and the absence of unrecognized tax benefits - The company uses the liability method of accounting for income taxes, estimating its anticipated annual effective tax rate quarterly[159](index=159&type=chunk)[160](index=160&type=chunk) Effective Income Tax Rate | Period | 2024 | 2023 | Change | | :------------------------ | :--- | :--- | :----- | | Nine months ended Sep 30 | 30.2% | 34.8% | (4.6)% | - The decrease in the effective tax rate was primarily due to tax restructuring and income from flow-through entities[161](index=161&type=chunk) - As of September 30, 2024, the company does not have any unrecognized tax benefits[162](index=162&type=chunk) [15. Earnings Per Share](index=39&type=section&id=15.%20Earnings%20Per%20Share) This note provides a summary of basic and diluted earnings per share and the calculation of weighted average shares outstanding Earnings Per Share Summary | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Earnings per share – basic | $0.34 | $0.47 | $1.05 | $1.04 | | Earnings per share – diluted | $0.33 | $0.47 | $1.04 | $1.03 | Weighted Average Shares Outstanding (Diluted) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Basic shares | 47,686,841 | 46,547,502 | 47,521,368 | 46,527,350 | | Stock options | 169,785 | 253,767 | 155,309 | 254,399 | | Restricted stock awards and units | 321,348 | 88,450 | 243,806 | 89,409 | | Contingently issuable shares | 45,814 | 30,888 | 40,203 | 10,409 | | **Diluted shares** | **48,223,788** | **46,920,607** | **47,960,686** | **46,881,567** | - Certain stock options (**155,990** for 3M 2024) and contingently issuable shares (**1,085,808** for 3M 2024) were excluded from diluted EPS calculations as they were antidilutive or conditions for issuance were not met[168](index=168&type=chunk)[169](index=169&type=chunk) [16. Variable Interest Entities (VIEs)](index=40&type=section&id=16.%20Variable%20Interest%20Entities%20(VIEs)) This note explains the company's consolidation of VIEs, including professional corporations and IPAs, and details their assets and liabilities - Astrana consolidates VIEs where equity owners lack sufficient equity at risk or decision-making rights, or where Astrana has the power to direct activities and absorb losses or receive benefits[174](index=174&type=chunk) - Professional corporations with nominee shareholders and IPAs like APC are consolidated due to corporate practice of medicine laws and Astrana's role as the primary beneficiary[175](index=175&type=chunk)[176](index=176&type=chunk) VIE Assets and Liabilities (Thousands) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :------------------------------------------------------------------------------------------------- | :----------- | :----------- | | Total assets that can be used only to settle obligations of the Company's consolidated VIEs | $701,100 | $540,800 | | Total liabilities of the Company's consolidated VIEs for which creditors do not have recourse to the general credit of the primary beneficiary | $194,100 | $146,000 | [17. Leases](index=43&type=section&id=17.%20Leases) This note describes the company's operating and finance leases, including total lease costs and future minimum lease payments - The company has operating and finance leases for corporate offices, physicians' offices, and equipment, with remaining lease terms ranging from one month to 16 years[184](index=184&type=chunk) Total Lease Cost, Net (Thousands) | Period | 2024 | 2023 | Change | % Change | | :------------------------ | :--- | :--- | :----- | :------- | | Three months ended Sep 30 | $3,394 | $2,117 | $1,277 | 60.3% | | Nine months ended Sep 30 | $9,792 | $5,349 | $4,443 | 83.1% | Future Minimum Lease Payments (Thousands) | Year | Operating Leases | Finance Leases | | :------------------------------------------------------- | :--------------- | :------------- | | 2024 (excluding the nine months ended September 30, 2024) | $1,855 | $160 | | 2025 | $7,523 | $599 | | 2026 | $7,213 | $345 | | 2027 | $6,729 | $267 | | 2028 | $6,472 | $27 | | Thereafter | $16,902 | $9 | | **Total future minimum lease payments** | **$46,694** | **$1,407** | [18. Segments](index=44&type=section&id=18.%20Segments) This note outlines the company's three reportable segments: Care Partners, Care Delivery, and Care Enablement, and their financial performance - The company operates in three reportable segments: Care Partners, Care Delivery, and Care Enablement, with performance evaluated based on segment revenue growth and operating income[189](index=189&type=chunk) Segment Revenue (Thousands) | Segment | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :-------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Care Partners | $455,760 | $320,885 | $1,301,355 | $957,297 | | Care Delivery | $34,728 | $28,971 | $100,304 | $79,831 | | Care Enablement | $40,930 | $36,910 | $110,376 | $102,451 | Segment Operating Income (Loss) (Thousands) | Segment | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :-------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Care Partners | $38,786 | $40,340 | $122,305 | $90,489 | | Care Delivery | $(1,357) | $(1,035) | $230 | $(1,432) | | Care Enablement | $6,314 | $6,448 | $16,736 | $19,829 | [19. Fair Value Measurements of Financial Instruments](index=47&type=section&id=19.%20Fair%20Value%20Measurements%20of%20Financial%20Instruments) This note details the fair value hierarchy of the company's financial instruments, including marketable securities, interest rate collars, and contingent considerations - The company's financial instruments include marketable securities (Level 1), an interest rate collar (Level 2), and various contingent considerations and financing obligations (Level 3)[210](index=210&type=chunk)[214](index=214&type=chunk)[215](index=215&type=chunk)[217](index=217&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk) Total Level 3 Liabilities (Thousands) | Metric | Sep 30, 2024 | Dec 31, 2023 | Change | % Change | | :------------------------ | :----------- | :----------- | :----- | :------- | | Total Level 3 Liabilities | $35,658 | $21,836 | $13,822 | 63.3% | Change in Fair Value of Level 3 Liabilities (Nine Months Ended Sep 30, 2024, Thousands) | Metric | Amount | | :------------------------------------------- | :----- | | Balance at January 1, 2024 | $21,836 | | Additions | $14,202 | | Change in fair value of existing Level 3 liabilities | $3,643 | | Settlements | $(4,023) | | **Balance at September 30, 2024** | **$35,658** | - Contingent considerations include AAMG (2023 metric met, **78,535 shares** issued; 2024 metric valued at **$3.9 million**), ADSC (**$2.1 million** each for 2023 and 2024 metrics), CFC (first metric valued at **$3.7 million**), and PCCCV (**$2.6 million**)[222](index=222&type=chunk)[223](index=223&type=chunk)[226](index=226&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk) [20. Subsequent Events](index=51&type=section&id=20.%20Subsequent%20Events) This note discloses significant events occurring after the reporting period, including the acquisitions of Collaborative Health Systems and Prospect Medical Holdings - On October 4, 2024, Astrana completed the acquisition of Collaborative Health Systems, LLC ('CHS') and its affiliates for **$37.5 million** cash plus earnout payments up to **$21.5 million**, expanding its Medicare member base across 17 states[230](index=230&type=chunk) - On November 8, 2024, the company entered into an agreement to acquire certain assets and businesses of Prospect Medical Holdings, Inc. ('Prospect') for **$745.0 million**, including a hospital and health plan operations[231](index=231&type=chunk)[232](index=232&type=chunk) - To finance the Prospect acquisition, Astrana secured a commitment letter for up to **$1.095 billion** in bridge financing and a **$100.0 million** revolving credit facility, contingent on the transaction's closing[235](index=235&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=53&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Astrana Health, Inc.'s financial condition and results of operations for the three and nine months ended September 30, 2024. It highlights significant revenue growth driven by capitation from recent acquisitions and transitions to full-risk plans, increased operating expenses, and interest expense. The company also updated its 2024 guidance, incorporating recent acquisitions [Overview](index=53&type=section&id=Overview) This overview describes Astrana Health, Inc. as a physician-centric, technology-powered healthcare management company operating an integrated, value-based care model - Astrana Health, Inc. is a physician-centric, technology-powered, risk-bearing healthcare management company that operates an integrated, value-based healthcare model[238](index=238&type=chunk) - The company coordinates care for approximately **1.0 million patients**, primarily in California, through its network of over **10,000 contracted physicians** as of September 30, 2024[239](index=239&type=chunk) [Recent Developments](index=53&type=section&id=Recent%20Developments) This section highlights recent strategic developments, including the acquisitions of Collaborative Health Systems and Prospect Medical Holdings, and related financing arrangements - On October 4, 2024, Astrana closed the acquisition of Collaborative Health Systems, LLC ('CHS') and its affiliates for **$37.5 million** cash plus earnouts, adding over **129,000 Medicare members** across 17 states[240](index=240&type=chunk) - On November 8, 2024, the company agreed to acquire certain assets and businesses of Prospect Medical Holdings, Inc. ('Prospect') for **$745.0 million**, including a hospital and health plan operations, with an anticipated closing in mid-2025[242](index=242&type=chunk)[244](index=244&type=chunk) - A commitment letter was secured for up to **$1.095 billion** in bridge financing and a **$100.0 million** revolving credit facility to fund the Prospect acquisition and refinance existing debt[245](index=245&type=chunk) [Key Financial Measures and Indicators](index=55&type=section&id=Key%20Financial%20Measures%20and%20Indicators) This section identifies the company's primary revenue and expense sources and introduces Adjusted EBITDA as a supplemental performance measure - Primary revenue sources include capitation, risk pool settlements and incentives, management fee income, and fee-for-service ('FFS') revenue[247](index=247&type=chunk) - Largest expenses are patient care, information technology, and staff for management and administrative support services[248](index=248&type=chunk) - Adjusted EBITDA and Adjusted EBITDA margin are used as supplemental performance measures, excluding non-core and non-recurring financial information[249](index=249&type=chunk) [Results of Operations](index=56&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, highlighting significant increases in total revenue and cost of services, and changes in net income - Total revenue increased by **37% to $478.7 million** for the three months ended September 30, 2024, and by **32% to $1.369 billion** for the nine months, primarily driven by capitation from recent acquisitions and transitions to full-risk plans[254](index=254&type=chunk)[255](index=255&type=chunk) - Cost of services increased by **47% to $405.2 million** (3M 2024) and **34% to $1.148 billion** (9M 2024), also due to recent acquisitions and full-risk transitions[256](index=256&type=chunk)[257](index=257&type=chunk) - Interest expense significantly increased by **134% to $8.9 million** (3M 2024) and **$25.0 million** (9M 2024) due to higher borrowings on the Amended Credit Facility[265](index=265&type=chunk)[266](index=266&type=chunk) - Net income attributable to Astrana Health, Inc. decreased by **27% to $16.1 million** for the three months but increased by **4% to $50.1 million** for the nine months ended September 30, 2024[278](index=278&type=chunk) [Segment Financial Performance](index=60&type=section&id=Segment%20Financial%20Performance) This section analyzes the revenue and operating income performance of the Care Partners, Care Delivery, and Care Enablement segments - Care Partners segment revenue increased by **42% to $455.8 million** (3M 2024) and **36% to $1.301 billion** (9M 2024), driven by acquisitions and full-risk transitions[284](index=284&type=chunk)[285](index=285&type=chunk) - Care Delivery segment revenue increased by **20% to $34.8 million** (3M 2024) and **26% to $100.3 million** (9M 2024), primarily due to increased patient visits[286](index=286&type=chunk) - Care Enablement segment revenue increased by **11% to $40.9 million** (3M 2024) and **8% to $110.4 million** (9M 2024), due to managing more IPAs[287](index=287&type=chunk)[289](index=289&type=chunk) - Care Partners operating income increased by **35% to $122.3 million** (9M 2024), while Care Delivery shifted from an operating loss to a **$0.2 million income** (9M 2024); Care Enablement operating income decreased by **16% to $16.7 million** (9M 2024) due to increased expenses[285](index=285&type=chunk)[286](index=286&type=chunk)[289](index=289&type=chunk) [2024 Guidance](index=62&type=section&id=2024%20Guidance) This section provides the company's updated financial guidance for full-year 2024, incorporating the financial contribution from recent acquisitions - Astrana is raising its full-year 2024 revenue guidance and narrowing its net income attributable to Astrana, Adjusted EBITDA, and EPS guidance, incorporating the financial contribution from the CHS acquisition[290](index=290&type=chunk) Revised 2024 Guidance (Millions, except per share amounts) | Metric | Low | High | | :-------------------------------------- | :-- | :--- | | Total revenue | $1,950 | $2,030 | | Net income attributable to Astrana Health, Inc. | $52 | $58 | | Adjusted EBITDA | $165 | $175 | | EPS – diluted | $1.06 | $1.19 | [EBITDA](index=63&type=section&id=EBITDA) This section presents the company's EBITDA and Adjusted EBITDA, along with Adjusted EBITDA margin, for various reporting periods EBITDA and Adjusted EBITDA (Thousands) | Metric | 3M Sep 30, 2024 | 3M Sep 30, 2023 | 9M Sep 30, 2024 | 9M Sep 30, 2023 | | :------------------------ | :-------------- | :-------------- | :-------------- | :-------------- | | Net income | $18,981 | $27,973 | $57,709 | $57,943 | | EBITDA | $39,154 | $42,818 | $116,255 | $102,823 | | Adjusted EBITDA | $45,170 | $51,974 | $135,332 | $117,573 | | Adjusted EBITDA margin | 9% | 15% | 10% | 11% | [Use of Non-GAAP Financial Measures](index=64&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) This section clarifies the use of non-GAAP financial measures like EBITDA and Adjusted EBITDA as supplemental performance indicators - EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin are non-GAAP financial measures used as supplemental performance indicators for financial and operational decision-making[299](index=299&type=chunk) - Adjusted EBITDA is calculated by excluding income/loss from equity method investments, non-recurring/non-cash transactions, stock-based compensation, and APC excluded assets costs from EBITDA[299](index=299&type=chunk) - These non-GAAP measures are not substitutes for GAAP financial measures and may be calculated differently by other companies[300](index=300&type=chunk) [Liquidity and Capital Resources](index=64&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, working capital, and financing strategies to fund operations and future growth Cash and Working Capital (Thousands) | Metric | Sep 30, 2024 | Dec 31, 2023 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----- | :------- | | Cash, cash equivalents, and investment in marketable securities | $350,300 | $296,300 | $54,000 | 18.2% | | Working capital | $284,100 | $242,800 | $41,300 | 17.0% | - Operations are primarily financed through internally generated funds, supplemented by a **$700.0 million** Amended Credit Agreement and a shelf registration statement for future securities offerings[302](index=302&type=chunk)[311](index=311&type=chunk) - The company believes it has sufficient liquidity to fund its operations for at least the next 12 months and the foreseeable future[302](index=302&type=chunk) [Cash Flow Activities](index=64&type=section&id=Cash%20Flow%20Activities) This section analyzes the changes in cash flows from operating, investing, and financing activities for the nine months ended September 30, 2024 - Net cash provided by operating activities increased by **$14.2 million** to **$63.1 million** for the nine months ended September 30, 2024, driven by adjusted net income and changes in working capital[305](index=305&type=chunk) - Net cash used in investing activities significantly increased by **$105.0 million** to **$159.1 million**, primarily due to **$115.5 million** for business acquisitions and **$26.0 million** for loan issuances[306](index=306&type=chunk) - Net cash provided by financing activities shifted to **$150.4 million** (from **$8.6 million** used in 2023), mainly due to **$171.9 million** in borrowings on long-term debt[307](index=307&type=chunk) [Credit Facilities](index=66&type=section&id=Credit%20Facilities) This section details the company's credit facilities, including the Amended Credit Agreement's term loan and revolving credit, and future debt commitments Debt Balance (Thousands) as of September 30, 2024 | Component | Amount | | :------------------------ | :----- | | Term Loan | $285,250 | | Revolver Loan | $146,732 | | Promissory Note Payable | $9,875 | | **Total Debt** | **$441,857** | - The Amended Credit Agreement provides a **$400.0 million** revolving credit facility and a **$300.0 million** term loan, totaling **$700.0 million**[311](index=311&type=chunk) Future Debt Commitments (Thousands) | Year | Amount | | :--- | :----- | | 2024 (remaining) | $3,750 | | 2025 | $16,875 | | 2026 | $169,232 | | 2027 | $34,250 | | 2028 | $217,750 | | **Total** | **$441,857** | [Commitment Letter](index=66&type=section&id=Commitment%20Letter) This section describes the commitment letter secured for bridge financing and a revolving credit facility to fund the Prospect acquisition and refinance existing debt - In connection with the Prospect acquisition, Astrana secured a commitment letter for a 364-day senior secured bridge term loan of up to **$1.095 billion** and a five-year senior secured revolving credit facility of up to **$100.0 million**[312](index=312&type=chunk) - The proceeds are intended to fund the Prospect acquisition, refinance existing credit facilities, and cover associated fees and expenses[312](index=312&type=chunk) - Funding is contingent on the execution of definitive documentation and the consummation of the Prospect acquisition[312](index=312&type=chunk) [Promissory Note Payable](index=67&type=section&id=Promissory%20Note%20Payable) This section details the I Health Promissory Note payable, including its increased balance, interest rate, and maturity date - The I Health Promissory Note payable increased to **$9.9 million** as of September 30, 2024, following an amendment in July 2024[314](index=314&type=chunk) - The note has an interest rate of **4.30%** per annum and matures on March 31, 2027, with an acceleration clause if the I Health Call Option is not exercised[314](index=314&type=chunk) [Critical Accounting Policies and Estimates](index=67&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section emphasizes that financial statement preparation involves significant judgments and estimates, which are subject to change - The preparation of financial statements requires significant judgments, assumptions, and estimates that can materially affect reported amounts, and these are subject to change[315](index=315&type=chunk) - Key accounting policies are summarized in Note 2 to the condensed consolidated financial statements and further detailed in the Annual Report on Form 10-K[315](index=315&type=chunk) [Off-Balance Sheet Arrangements](index=67&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any material off-balance sheet arrangements that could significantly impact the company's financial condition - As of September 30, 2024, the company had no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on its financial condition or results of operations[316](index=316&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=68&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section discusses the company's exposure to market risks, primarily interest rate risk from its floating-rate debt. It quantifies the potential impact of interest rate changes and notes the use of an interest rate collar to mitigate this risk [Interest Rate Risk](index=68&type=section&id=Interest%20Rate%20Risk) This section details the company's exposure to interest rate fluctuations on its floating-rate debt and the use of an interest rate collar to manage this risk - The company is exposed to interest rate risk from its floating-rate Term Loan (**$285.3 million**) and Revolver Loan (**$146.7 million**) under the Amended Credit Agreement[318](index=318&type=chunk) - A hypothetical **1% change** in interest rates would have increased or decreased interest expense by **$4.4 million** for the three months ended September 30, 2024[318](index=318&type=chunk) - An interest rate collar agreement is in place for the Revolver Loan to reduce the variability of cash flows in interest payments[318](index=318&type=chunk) [Controls and Procedures](index=68&type=section&id=Item%204.%20Controls%20and%20Procedures) This section reports on the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting. Management concluded that disclosure controls were effective as of September 30, 2024, with no material changes to internal control during the quarter [Evaluation of Disclosure Controls and Procedures](index=68&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section confirms that management evaluated the effectiveness of disclosure controls and procedures, concluding they were effective as of September 30, 2024 - Management, including the Chief Executive Officer and Chief Financial and Operating Officer, evaluated the effectiveness of disclosure controls and procedures[320](index=320&type=chunk) - Based on the evaluation, disclosure controls and procedures were concluded to be effective as of September 30, 2024[320](index=320&type=chunk) [Changes in Internal Control Over Financial Reporting](index=68&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section states that there were no material changes in internal control over financial reporting during the quarter ended September 30, 2024 - There were no changes in internal control over financial reporting during the quarter ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[321](index=321&type=chunk) [PART II OTHER INFORMATION](index=64&type=section&id=PART%20II%20OTHER%20INFORMATION) This part provides additional information beyond the financial statements, including legal proceedings, risk factors, equity sales, and exhibits [Legal Proceedings](index=64&type=section&id=Item%201.%20Legal%20Proceedings) The company is routinely involved in legal proceedings and claims arising in the normal course of business. While outcomes are inherently uncertain, management assesses liabilities and accrues for probable and estimable losses, not expecting a material adverse effect on financial results - The company is, from time to time, party to lawsuits, threatened lawsuits, disputes, and other claims arising in the normal course of business[323](index=323&type=chunk) - Liabilities for claims are recorded when a loss is probable and can be reasonably estimated; otherwise, no accrual is made[323](index=323&type=chunk) - Management believes the ultimate liability from these matters is not expected to have a material adverse effect on results of operations, financial position, or cash flows, though legal proceedings are inherently uncertain[323](index=323&type=chunk) [Risk Factors](index=64&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors, emphasizing new risks associated with the proposed acquisition of Prospect Medical Holdings, Inc. These include uncertainties regarding the transaction's completion, potential negative impacts if it fails, increased indebtedness, and challenges in integrating the acquired operations - The completion of the proposed acquisition of Prospect Medical Holdings, Inc. is subject to conditions, including regulatory approvals, making its timing and occurrence uncertain[327](index=327&type=chunk)[328](index=328&type=chunk) - Failure to complete the transaction could adversely affect the company's business, financial condition, and stock price, leading to potential market decline, transaction costs, and diversion of management resources[330](index=330&type=chunk)[331](index=331&type=chunk) - Financing the transaction will result in a significant increase in indebtedness, which could reduce business flexibility and increase interest expense[332](index=332&type=chunk)[334](index=334&type=chunk) - There is no assurance that the company will achieve the intended benefits of the transaction or successfully integrate the acquired operations, potentially leading to operational challenges, higher costs, and failure to realize anticipated synergies[335](index=335&type=chunk)[337](index=337&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=72&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter ended September 30, 2024, the company did not repurchase shares under its publicly announced share repurchase plan, which still has $40.5 million available. However, it did repurchase shares to satisfy tax withholding obligations and issued shares for contingent consideration related to an acquisition, which was exempt from registration - No shares were repurchased under the company's **$50.0 million** share repurchase plan during the three months ended September 30, 2024, with **$40.5 million** remaining available[339](index=339&type=chunk) - The company repurchased **22,202 shares** to satisfy tax withholding obligations upon vesting of restricted stock awards and units, including **14,409 shares** from a board member[340](index=340&type=chunk) - **157,059 shares** of common stock were issued for the AAMG contingent consideration, which was deemed exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933[340](index=340&type=chunk) [Defaults Upon Senior Securities](index=72&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the reporting period - No defaults upon senior securities[341](index=341&type=chunk) [Mine Safety Disclosures](index=72&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[341](index=341&type=chunk) [Other Information](index=73&type=section&id=Item%205.%20Other%20Information) This section reports that no directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the quarter ended September 30, 2024 [Rule 10b5-1 Trading Plans](index=73&type=section&id=Rule%2010b5-1%20Trading%20Plans) This section confirms that no directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading plans during the quarter - None of the company's directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the quarter ended September 30, 2024[343](index=343&type=chunk) [Exhibits](index=74&type=section&id=Item%206.%20Exhibits) This section lists all exhibits incorporated by reference into or filed/furnished with this Quarterly Report on Form 10-Q, including various agreements related to mergers, stock purchases, credit facilities, and certifications - The exhibits include agreements such as the Agreement and Plan of Merger, Stock Purchase Agreements, Asset and Equity Purchase Agreement, and Commitment Letter[345](index=345&type=chunk)[346](index=346&type=chunk) - Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act are also included[345](index=345&type=chunk)

[Financial & Operating Highlights](index=1&type=section&id=Financial%20%26%20Operating%20Highlights) Astrana Health reported strong revenue growth for Q3 and YTD 2024, driven by Care Partners, with mixed profitability and a key acquisition Q3 2024 Financial Highlights (vs. Q3 2023) | Metric | Q3 2024 | Change vs. Q3 2023 | | :--- | :--- | :--- | | Total Revenue | $478.7M | ⬆️ 37% | | Care Partners Revenue | $455.8M | ⬆️ 42% | | Net Income (attributable to Astrana) | $16.1M | ⬇️ 27% | | EPS - diluted | $0.33 | ⬇️ 30% | | Adjusted EBITDA | $45.2M | ⬇️ 13% | Nine Months Ended Sep 30, 2024 Financial Highlights (vs. Prior Year) | Metric | Nine Months 2024 | Change vs. 2023 | | :--- | :--- | :--- | | Total Revenue | $1,369.3M | ⬆️ 32% | | Care Partners Revenue | $1,301.4M | ⬆️ 36% | | Net Income (attributable to Astrana) | $50.1M | ⬆️ 4% | | EPS - diluted | $1.04 | ⬆️ 1% | | Adjusted EBITDA | $135.3M | ⬆️ 15% | - On October 4, 2024, the company acquired Collaborative Health Systems (CHS), Golden Triangle Physician Alliance, and Heritage Physician Networks for an aggregate purchase price of **$37.5 million**, plus potential earnout payments up to **$21.5 million**[4](index=4&type=chunk) [Segment Performance](index=2&type=section&id=Segment%20Results) In Q3 2024, Care Partners led revenue growth with an operating income decline, while Care Delivery grew revenue but incurred a loss, and Care Enablement showed modest growth Q3 2024 Segment Results (in thousands) | Segment | Total Revenues | % Change vs. Q3 2023 | Income (Loss) from Operations | % Change vs. Q3 2023 | | :--- | :--- | :--- | :--- | :--- | | Care Partners | $455,760 | ⬆️ 42% | $38,786 | ⬇️ 4% | | Care Delivery | $34,728 | ⬆️ 20% | $(1,357) | ⬆️ 31% (less loss) | | Care Enablement | $40,930 | ⬆️ 11% | $6,314 | ⬇️ 2% | [Full Year 2024 Guidance](index=2&type=section&id=2024%20Guidance) Following the CHS acquisition, Astrana raised its full-year 2024 revenue guidance and narrowed ranges for net income, Adjusted EBITDA, and EPS Updated Full Year 2024 Guidance | Metric | Low Range | High Range | | :--- | :--- | :--- | | Total Revenue | $1,950M | $2,030M | | Net Income (attributable to Astrana) | $52M | $58M | | Adjusted EBITDA | $165M | $175M | | EPS – diluted | $1.06 | $1.19 | [Financial Statements](index=4&type=section&id=Financial%20Statements) The financial statements detail significant growth in total assets and liabilities, alongside increased revenue but mixed profitability for Q3 and YTD 2024 [Consolidated Balance Sheets](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of September 30, 2024, Astrana's total assets and liabilities significantly increased, driven by cash, goodwill, debt, and medical liabilities, with total equity also rising Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2024 (Unaudited) | Dec 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $347,994 | $293,807 | | Goodwill | $409,711 | $278,831 | | **Total Assets** | **$1,285,376** | **$933,361** | | Medical liabilities | $160,279 | $106,657 | | Long-term debt, net | $423,119 | $258,939 | | **Total Liabilities** | **$778,269** | **$522,593** | | **Total Equity** | **$709,619** | **$616,651** | [Consolidated Statements of Income](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20INCOME) Q3 2024 revenue grew significantly, but increased costs and interest expense led to a net income decline, while nine-month results showed strong revenue growth and modest net income improvement Consolidated Income Statement Highlights (in thousands, except per share data) | Metric | Q3 2024 | Q3 2023 | YTD 2024 | YTD 2023 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **$478,710** | **$348,173** | **$1,369,331** | **$1,033,625** | | Capitation, net | $431,401 | $305,678 | $1,239,885 | $906,430 | | Income from operations | $28,425 | $39,083 | $88,630 | $88,483 | | **Net Income Attributable to Astrana** | **$16,094** | **$22,059** | **$50,100** | **$48,361** | | **EPS - diluted** | **$0.33** | **$0.47** | **$1.04** | **$1.03** | [Non-GAAP Financial Measures & Reconciliations](index=8&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Reconciliations) The company utilizes non-GAAP measures like Adjusted EBITDA for performance evaluation, reporting a Q3 2024 decline but nine-month growth, and providing full-year 2024 guidance reconciliation Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | Q3 2024 | Q3 2023 | YTD 2024 | YTD 2023 | | :--- | :--- | :--- | :--- | :--- | | Net Income | $18,981 | $27,973 | $57,709 | $57,943 | | EBITDA | $39,154 | $42,818 | $116,255 | $102,823 | | **Adjusted EBITDA** | **$45,170** | **$51,974** | **$135,332** | **$117,573** | | Adjusted EBITDA Margin | 9% | 15% | 10% | 11% | 2024 Guidance Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | Low Range | High Range | | :--- | :--- | :--- | | Net Income | $59,340 | $66,240 | | EBITDA | $132,250 | $142,250 | | **Adjusted EBITDA** | **$165,000** | **$175,000** | - **Adjusted EBITDA** is a key **non-GAAP metric** used by management for operational decision-making, calculated by taking earnings before interest, taxes, depreciation, and amortization, and excluding items like income/loss from equity investments, non-recurring transactions, and stock-based compensation[26](index=26&type=chunk) [Company Overview & Conference Call](index=1&type=section&id=About%20Astrana%20Health%2C%20Inc.) Astrana Health is a physician-centric, technology-powered healthcare company focused on value-based care, serving a large patient and provider network, and recently held a conference call to discuss Q3 results - Astrana operates a **value-based healthcare model** aiming to provide high-quality, cost-effective care through its network of providers and affiliated entities[14](index=14&type=chunk) - The company serves approximately **1.1 million patients** in value-based care arrangements and works with over **12,000 providers**[2](index=2&type=chunk)[15](index=15&type=chunk) - A conference call to discuss **Q3 2024 results** was scheduled for **November 7, 2024**, with webcast and replay information provided[9](index=9&type=chunk)[10](index=10&type=chunk)

PART I [Item 1. Condensed Consolidated Financial Statements](index=6&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) Astrana Health's unaudited interim financial statements for Q2 2024 detail significant growth in assets, liabilities, revenue, and expenses, largely driven by acquisitions Condensed Consolidated Balance Sheet Highlights | Financial Metric | June 30, 2024 (Unaudited) | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | $1,252,471 thousand | $933,361 thousand | | **Total Liabilities** | $773,775 thousand | $522,593 thousand | | **Total Equity** | $683,008 thousand | $616,651 thousand | Condensed Consolidated Statements of Income (Three Months) | Income Statement (Q2) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | | :--- | :--- | :--- | | **Total Revenue** | $486,265 thousand | $348,209 thousand | | **Income from Operations** | $30,066 thousand | $27,029 thousand | | **Net Income Attributable to Astrana** | $19,171 thousand | $13,170 thousand | | **Diluted EPS** | $0.40 | $0.28 | Condensed Consolidated Statements of Income (Six Months) | Income Statement (Six Months) | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | **Total Revenue** | $890,621 thousand | $685,453 thousand | | **Income from Operations** | $60,205 thousand | $49,403 thousand | | **Net Income Attributable to Astrana** | $34,006 thousand | $26,302 thousand | | **Diluted EPS** | $0.71 | $0.56 | Condensed Consolidated Statements of Cash Flows (Six Months) | Cash Flow (Six Months) | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $29,165 thousand | $33,522 thousand | | **Net Cash used in Investing Activities** | ($150,964) thousand | ($19,221) thousand | | **Net Cash from (used in) Financing Activities** | $153,603 thousand | ($8,062) thousand | - During the first half of 2024, the company completed several acquisitions, including CFC, AHMS, ADSC, and PCCCV, with a total net consideration of approximately **$203.6 million**[70](index=70&type=chunk)[71](index=71&type=chunk)[74](index=74&type=chunk) - Subsequent to the quarter end, the company announced a strategic partnership with Elation Health, including a **$5.0 million** convertible promissory note, and a definitive agreement to acquire Collaborative Health Systems, LLC (CHS) for **$37.5 million** plus potential earnouts[207](index=207&type=chunk)[208](index=208&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=53&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, highlighting a **40% increase in Q2 2024 revenue** driven by acquisitions and growth in the Care Partners segment, alongside updated 2024 financial guidance - Total revenue increased by **40% to $486.3 million** in Q2 2024, up from **$348.2 million** in Q2 2023, primarily due to a **$142.0 million** increase in capitation revenue from recent acquisitions and full-risk plan transitions[227](index=227&type=chunk) - For the six months ended June 30, 2024, total revenue grew **30% to $890.6 million**, driven by a **$207.7 million** increase in capitation revenue from acquisitions and full-risk arrangements[228](index=228&type=chunk) 2024 Full-Year Financial Guidance | 2024 Full-Year Guidance | Low Range | High Range | | :--- | :--- | :--- | | **Total Revenue** | $1,750 million | $1,850 million | | **Net Income Attributable to Astrana** | $54 million | $66 million | | **Adjusted EBITDA** | $165 million | $185 million | | **EPS – Diluted** | $1.12 | $1.36 | - The company announced a definitive agreement to acquire Collaborative Health Systems, LLC (CHS) from Centene for **$37.5 million**, expanding its footprint to **17 states** and adding over **129,000 Medicare members**, with closing expected in Q4 2024[215](index=215&type=chunk)[217](index=217&type=chunk) - As of June 30, 2024, the company managed approximately **1.0 million patients** through its network of over **10,000 contracted physicians** and **18 independent risk-bearing organizations**[212](index=212&type=chunk)[226](index=226&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=68&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate risk from variable-rate debt under its Amended Credit Agreement, with a 1% rate change impacting interest expense by **$4.5 million** quarterly - The company's primary market risk is interest rate risk associated with its variable-rate Term Loan and Revolver Loan under the Amended Credit Agreement[280](index=280&type=chunk) - As of June 30, 2024, borrowings under the Term Loan were **$289.0 million** and under the Revolver Loan were **$146.7 million**[280](index=280&type=chunk) - A hypothetical **1% change in interest rates** would have increased or decreased the company's interest expense by **$4.5 million** for the three months ended June 30, 2024[280](index=280&type=chunk) [Item 4. Controls and Procedures](index=68&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2024, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2024, the Chief Executive Officer and Chief Financial and Operating Officer concluded that the company's disclosure controls and procedures were effective[282](index=282&type=chunk) - There were no changes in the company's internal control over financial reporting during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, internal controls[283](index=283&type=chunk) PART II [Item 1. Legal Proceedings](index=69&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, which management believes will not have a material adverse effect on its financial condition or operations - The company is party to various lawsuits and claims arising from its normal business operations[285](index=285&type=chunk) - In management's opinion, the ultimate liability from these proceedings is not expected to have a material adverse effect on the company's financial position, results of operations, or cash flows[285](index=285&type=chunk) [Item 1A. Risk Factors](index=69&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's risk factors have occurred since the Annual Report on Form 10-K for the year ended December 31, 2023 - There have been no material changes in the company's risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 29, 2024[287](index=287&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=70&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase shares under its public plan in Q2 2024, but repurchased a small number for employee tax withholding obligations related to vested restricted stock - During Q2 2024, no shares were repurchased under the company's publicly announced share repurchase plan, with **$40.5 million** remaining available as of June 30, 2024[290](index=290&type=chunk) - The company repurchased **28,285 shares** during the quarter to satisfy tax withholding obligations for employees upon the vesting of restricted stock, separate from the public repurchase program[292](index=292&type=chunk) [Item 3. Defaults Upon Senior Securities](index=70&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities - None[293](index=293&type=chunk) [Item 4. Mine Safety Disclosures](index=70&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[293](index=293&type=chunk) [Item 5. Other Information](index=70&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted, modified, or terminated Rule 10b5-1 trading plans or other pre-arranged trading arrangements during Q2 2024 - During the quarter ended June 30, 2024, no directors or executive officers adopted, modified, or terminated a Rule 10b5-1 trading plan or any non-Rule 10b5-1 trading arrangement[294](index=294&type=chunk) [Item 6. Exhibits](index=71&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed or incorporated by reference, including credit agreement amendments, equity plans, and Sarbanes-Oxley Act certifications - Key exhibits filed include the Fourth Amendment to the Amended and Restated Credit Agreement, the 2024 Equity Incentive Plan, and the Securities Purchase Agreement for the acquisition of Collaborative Health Systems, LLC[298](index=298&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included[299](index=299&type=chunk)

Exhibit 99.1 +. Astrana Health Astrana Health, Inc. Reports Second Quarter 2024 Results Company to Host Conference Call on Wednesday, August 7, 2024, at 2:30 p.m. PT/5:30 p.m. ET ALHAMBRA, Calif., August 7, 2024 /PRNewswire/ -- Astrana Health, Inc. ("Astrana," and together with its subsidiaries and affiliated entities, the "Company") (NASDAQ: ASTH), a leading provider-centric, technology-powered healthcare company enabling providers to deliver accessible, high-quality, and high-value care to all, today anno ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, $0.001 par value per share ASTH The Nasdaq Stock Market LLC FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___. Commis ...