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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 8, 2025

 

ASTRANA HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 001-37392 95-4472349
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

 

1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801

(Address of Principal Executive Offices) (Zip Code)

 

(626) 282-0288

Registrant’s Telephone Number, Including Area Code

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock ASTH The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

 

 

     

 

Item 2.02 Results of Operations and Financial Condition.

 

On May 8, 2025, Astrana Health, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2025. A copy of the press release and supplemental data is furnished with this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release of Astrana Health, Inc. Regarding its Financial Results for the Three Months Ended March 31, 2025, dated May 8, 2025.
99.2   Supplemental Data of Astrana Health, Inc., dated May 8, 2025.
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

 

 


 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ASTRANA HEALTH, INC.
   
Date: May 8, 2025 By: /s/ Brandon K. Sim
  Name: Brandon K. Sim
  Title: Chief Executive Officer and President

 

 

 

 

EX-99.1 2 tm2514328d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

Astrana Health, Inc. Reports First Quarter 2025 Results

Company to Host Conference Call on Thursday, May 8, 2025, at 2:30 p.m. PT/5:30 p.m. ET

 

ALHAMBRA, Calif., May 8, 2025 /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 announced its consolidated financial results for the first quarter ended March 31, 2025.

 

“Astrana’s strong start to the year reflects the continued momentum behind our mission to build the nation’s leading patient-centered healthcare platform. Our differentiated clinical capabilities and technology-enabled delegated model continue to drive strong, profitable growth while delivering better outcomes for both patients and providers. Even in a complex regulatory and economic environment, we continue to prove that value-based care can deliver meaningful impact at scale with long-term sustainability,” said Brandon Sim, President and CEO of Astrana Health.

 

Financial Highlights for three months ended March 31, 2025:

 

All comparisons are to the three months ended March 31, 2024 unless otherwise stated.

 

Total revenue of $620.4 million, up 53% from $404.4 million

 

Care Partners revenue of $601.0 million, up 57% from $382.3 million

 

Net income attributable to Astrana of $6.7 million, compared to $14.8 million

 

Earnings per share - diluted (“EPS - diluted”) of $0.14, compared to $0.31

 

Adjusted EBITDA(1) of $36.4 million, compared to $42.2 million

 

(1) See “Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin” and “Use of Non-GAAP Financial Measures” below for additional information.

 

Recent Operating Highlights

 

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

 

Astrana successfully completed the integration of Collaborative Health Systems (“CHS”) and onboarded the entity to the Company’s proprietary technology platform, already resulting in material general and administrative (“G&A”) efficiencies.

 

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

 

 


 

Segment Results for three months ended March 31, 2025:

 

All comparisons are to the three months ended March 31, 2024 unless otherwise stated.

 

    Three Months Ended March 31, 2025  
(in thousands)   Care
Partners
    Care
Delivery
    Care
Enablement
    Intersegment
Elimination
    Corporate
Costs
    Consolidated
Total
 
Total revenues   $ 600,951     $ 33,388     $ 39,562     $ (53,511 )   $     $ 620,390  
% change vs. prior year quarter     57 %     9 %     19 %                  
                                     
Cost of services     512,668       27,139       25,818       (16,564 )           549,061  
General and administrative(1)     44,068       9,357       10,209       (36,950 )     24,062       50,746  
Total expenses     556,736       36,496       36,027       (53,514 )     24,062       599,807  
Income (loss) from operations   $ 44,215     $ (3,108 )   $ 3,535     $ 3 (2) $ (24,062 )   $ 20,583  
% change vs. prior year quarter     2 %   *       1 %                  

 

* Percentage change of over 500%

 

(1) Balance includes general and administrative expenses and depreciation and amortization.

 

(2) Income from operations for the intersegment elimination represents sublease income between segments. Sublease income is presented within other income that is not presented in the table.

2025 Guidance:

 

Astrana is providing the following guidance for total revenue and Adjusted EBITDA for the quarter ended June 30, 2025 and reiterating guidance for the year ended December 31, 2025 based on the Company’s existing business, current view of existing market conditions, and assumptions. The following guidance for the year ended December 31, 2025 includes approximately $15 million in expected costs associated with continued strategic investments in automation and AI, as well as ongoing and expected integration costs associated with planned acquisitions, but does not include contributions from any acquisitions which have not yet closed.

 

($ in millions)   Three Months Ended
June 30, 2025
    Year Ended
December 31, 2025
 
    Guidance Range     Guidance Range  
    Low     High     Low     High  
Total revenue   $ 615     $ 655     $ 2,500     $ 2,700  
Adjusted EBITDA   $ 45     $ 50     $ 170     $ 190  

  

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

 

Conference Call and Webcast Information:

 

Astrana will host a conference call at 2:30 p.m. PT/5:30 p.m. ET today (Thursday, May 8, 2025), during which management will discuss the results of the first quarter ended March 31, 2025. To participate in the conference call, please use the following dial-in numbers about 5 minutes prior to the scheduled conference call time:

 

U.S. & Canada (Toll-Free): +1 (877) 858-9810

International (Toll): +1 (201) 689-8517

 

The conference call can also be accessed via webcast at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=HE6dr7eJ 

 

An accompanying slide presentation will be available in PDF format on the “IR Calendar” page of the Company’s website (https://ir.astranahealth.com/news-events/ir-calendar) after issuance of the earnings release and will be furnished as an exhibit to Astrana’s current report on Form 8-K to be filed with the SEC, accessible at www.sec.gov.

 

Those who are unable to attend the live conference call may access the recording at the above webcast link, which will be made available shortly after the conclusion of the call.

 

Note About Consolidated Entities

 

The Company consolidates entities in which it has a controlling financial interest. The Company consolidates subsidiaries in which it holds, directly or indirectly, more than 50% of the voting rights, and variable interest entities (“VIEs”) in which the Company is the primary beneficiary. Noncontrolling interests represent third party equity ownership interests in the Company’s consolidated entities (including certain VIEs). The amount of net income attributable to noncontrolling interests is disclosed in the Company’s consolidated statements of income.

 

About Astrana Health, Inc.

 

Astrana Health is a physician-centric, technology-enabled healthcare company committed to delivering access to high-quality, patient-centered care. Through its proprietary end-to-end technology platform, Astrana empowers providers to deliver more proactive, preventive care - improving patient outcomes, elevating patient experiences, improving the well-being of providers, and driving greater value.

 

Today, Astrana supports more than 12,000 providers and over one million Americans in value-based arrangements through its affiliated provider networks, management services organization, and primary, specialty, and ancillary care delivery clinics. Together, Astrana is building what our healthcare system should be - one that delivers better care, better experiences, and better outcomes for all. For more information, visit www.astranahealth.com.

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements about the Company’s guidance for the quarter ending June 30, 2025 and the year ending December 31, 2025, ability to meet operational goals, ability to meet expectations in deployment of care coordination and management capabilities, ability to decrease cost of care while improving quality and outcomes, ability to deliver sustainable revenue and EBITDA growth as well as long-term value, ability to respond to the changing environment, statements about the Company’s liquidity, and successful completion and implementation of strategic growth plans, acquisition strategy, and merger integration efforts. Forward-looking statements reflect current views with respect to future events and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certain assumptions of the Company’s management, and some or all of such expectations and assumptions may not materialize or may vary significantly from actual results. Actual results may also vary materially from forward-looking statements due to risks, uncertainties and other factors, known and unknown, including the risk factors described from time to time in the Company’s reports to the SEC, including, without limitation the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent quarterly reports on Form 10-Q. Any forward-looking statement made by the Company in this release speaks only as of the date on which it is made. 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 any applicable securities laws.

 

 

FOR MORE INFORMATION, PLEASE CONTACT:

 

Investor Relations (626) 943-6491 investors@astranahealth.com (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

 

 

 


 

ASTRANA HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

    March 31,
2025
    December 31,
2024
 
    (Unaudited)        
Assets                
                 
Current assets                
Cash and cash equivalents   $ 258,517     $ 288,455  
Investment in marketable securities     2,397       2,378  
Receivables, net     241,078       225,733  
Receivables, net – related parties     56,846       50,257  
Income taxes receivable     15,802       19,316  
Other receivables     14,919       29,496  
Prepaid expenses and other current assets     23,711       22,861  
                 
Total current assets     613,270       638,496  
                 
Non-current assets                
Property and equipment, net     16,849       14,274  
Intangible assets, net     111,916       118,179  
Goodwill     416,386       419,253  
Income taxes receivable     15,943       15,943  
Loans receivable, non-current     48,134       51,266  
Investments in other entities – equity method     38,005       39,319  
Investments in privately held entities     8,896       8,896  
Restricted cash     647       646  
Operating lease right-of-use assets     30,698       32,601  
Other assets     30,512       16,021  
                 
Total non-current assets     717,986       716,398  
                 
Total assets(1)   $ 1,331,256     $ 1,354,894  
                 
Liabilities, Mezzanine Deficit, and Stockholders’ Equity                
                 
Current liabilities                
Accounts payable and accrued expenses   $ 105,559     $ 106,142  
Fiduciary accounts payable     4,840       8,223  
Medical liabilities     204,101       209,039  
Dividend payable     638       638  
Finance lease liabilities     471       554  
Operating lease liabilities     4,979       5,350  
Current portion of long-term debt     12,500       9,375  
Other liabilities     28,180       26,287  
                 
Total current liabilities     361,268       365,608  
                 
Non-current liabilities                
Deferred tax liability     4,197       4,555  
Finance lease liabilities, net of current portion     543       607  
Operating lease liabilities, net of current portion     28,963       30,654  
Long-term debt, net of current portion and deferred financing costs     403,894       425,299  
Other long-term liabilities     14,685       14,003  
                 
Total non-current liabilities     452,282       475,118  
                 
Total liabilities(1)     813,550       840,726  
                 
Mezzanine deficit                
Noncontrolling interest in Allied Physicians of California, a Professional Medical Corporation (“APC”)     (232,733 )     (202,558 )
                 
Stockholders’ equity                
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized as of March 31, 2025 and December 31, 2024                
Series A Preferred stock, zero authorized and issued and zero outstanding as of March 31, 2025 and zero authorized and issued and zero outstanding as of December 31, 2024            
Series B Preferred stock, zero authorized and issued and zero outstanding as of March 31, 2025 and zero authorized and issued and zero outstanding as of December 31, 2024            
Common stock, $0.001 par value per share; 100,000,000 shares authorized, 49,028,624(2) and 47,929,872 shares issued and outstanding, excluding 9,903,953 and 10,603,849 treasury shares, as of March 31, 2025 and December 31, 2024, respectively     49       48  
Additional paid-in capital     452,439       426,389  
Retained earnings     292,880       286,283  
Total stockholders’ equity     745,368       712,720  
                 
Non-controlling interest     5,071       4,006  
                 
Total equity     750,439       716,726  
                 
Total liabilities, mezzanine deficit, and stockholders’ equity   $ 1,331,256     $ 1,354,894  

 

(1) The Company’s condensed consolidated balance sheets include the assets and liabilities of its consolidated VIEs. The condensed consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated VIEs totaling $678.1 million and $712.3 million as of March 31, 2025 and December 31, 2024, respectively, and total liabilities of the Company’s consolidated VIEs for which creditors do not have recourse to the general credit of the primary beneficiary of $212.1 million and $207.9 million as of March 31, 2025 and December 31, 2024, respectively. These VIE balances do not include $190.2 million of investment in affiliates and $4.5 million of amounts due to affiliates as of March 31, 2025, and $224.9 million of investment in affiliates and $48.1 million of amounts due to affiliates as of December 31, 2024, as these are eliminated upon consolidation and not presented within the condensed consolidated balance sheets.

 

(2) As of May 5, 2025, there were 56,061,712 shares of common stock of the registrant issued and outstanding, which includes 6,132,802 treasury shares that are owned by Allied Physicians of California, a Professional Medical Corporation d.b.a. Allied Pacific of California IPA (“APC”). The shares owned by APC are legally issued and outstanding but excluded from shares of common stock outstanding in the Company’s consolidated financial statements. The shares are treated as treasury shares for accounting purposes and not included in the number of shares of common stock outstanding used to calculate the Company’s earnings per share.

Included in the Company’s common stock as outstanding in the consolidated financial statements are 41,048 holdback shares that have not been issued to certain former shareholders of the Company’s subsidiary, Astrana Health Management, Inc. (“AHM”). The former AHM shareholders, who were AHM shareholders at the time of closing of the merger, have yet to submit properly completed letters of transmittal to Astrana in order to receive their pro rata portion of Astrana’s common stock as contemplated under that certain Agreement and Plan of Merger, dated December 21, 2016, among Astrana, AHM, Apollo Acquisition Corp. (“Merger Subsidiary”) and Kenneth Sim, M.D., as amended, pursuant to which Merger Subsidiary merged with and into AHM, with AHM as the surviving corporation. Pending such receipt, such former AHM shareholders have the right to receive, without interest, their pro rata share of dividends or distributions with a record date after the effectiveness of the merger. The Company’s consolidated financial statements have treated such shares of common stock as outstanding, given the receipt of the letter of transmittal is considered perfunctory and Astrana is legally obligated to issue these shares in connection with the merger.

  

 


 

ASTRANA HEALTH, INC.

CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

 

    Three Months Ended
March 31,
 
    2025     2024  
Revenue                
Capitation, net   $ 583,963     $ 365,910  
Risk pool settlements and incentives     14,491       17,377  
Management fee income     2,310       4,078  
Fee-for-service, net     14,890       15,937  
Other revenue     4,736       1,054  
                 
Total revenue     620,390       404,356  
                 
Operating expenses                
Cost of services, excluding depreciation and amortization     549,061       330,399  
General and administrative expenses     43,897       38,722  
Depreciation and amortization     6,849       5,096  
                 
Total expenses     599,807       374,217  
                 
Income from operations     20,583       30,139  
                 
Other expense                
(Loss) income from equity method investments     (867 )     632  
Interest expense     (7,308 )     (7,585 )
Interest income     2,312       3,996  
Unrealized (loss) gain on investments     (44 )     1,099  
Other loss     (5,072 )     (4,277 )
                 
Total other expense, net     (10,979 )     (6,135 )
                 
Income before provision for income taxes     9,604       24,004  
                 
Provision for income taxes     3,383       7,142  
                 
Net income     6,221       16,862  
                 
Net (loss) income attributable to non-controlling interest     (471 )     2,027  
                 
Net income attributable to Astrana Health, Inc.   $ 6,692     $ 14,835  
                 
Earnings per share – basic   $ 0.14     $ 0.31  
                 
Earnings per share – diluted   $ 0.14     $ 0.31  

 

 


 

ASTRANA HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

 

    Three Months Ended
March 31,
 
    2025     2024  
             
Cash flows from operating activities            
Net income   $ 6,221     $ 16,862  
Adjustments to reconcile net income to net cash provided by operating activities:            
Depreciation and amortization     6,849       5,096  
Amortization of debt issuance cost     691       458  
Share-based compensation     7,811       5,748  
Non-cash lease expense     1,287       3,155  
Change in fair value of contingent consideration liabilities     1,407        
Loss on debt extinguishment     375        
Unrealized loss (gain) on investments     44       (1,099 )
Loss (income) from equity method investments     867       (632 )
Deferred tax     (358 )     (7,248 )
Other     (557 )     6,795  
Changes in operating assets and liabilities, net of business combinations:            
Receivables, net     (10,368 )     (26,128 )
Receivables, net – related parties     (6,589 )     (3,374 )
Other receivables     3,688       (1,403 )
Prepaid expenses and other current assets     2,674       (4,255 )
Other assets     (314 )     92  
Accounts payable and accrued expenses     8       905  
Fiduciary accounts payable     (3,383 )     56  
Medical liabilities     3,319       (808 )
Income taxes receivable     3,514       14,542  
Operating lease liabilities     (1,090 )     (3,083 )
Other long-term liabilities     531       298  
Net cash provided by operating activities     16,627       5,977  
             
Cash flows from investing activities            
Payments for business acquisition, net of cash acquired           (50,649 )
Proceeds from repayment of promissory notes, including those with related parties     600       6  
Purchase of marketable securities     (24 )     (27 )
Issuance of loan receivable           (20,000 )
Purchases of property and equipment     (3,070 )     (369 )
Distribution from investment - equity method     100        
Net cash used in investing activities     (2,394 )     (71,039 )
             
Cash flows from financing activities            
Dividends paid     (5,455 )     (95 )
Borrowings on long-term debt     412,000       110,000  
Repayment of long-term debt     (428,232 )     (3,500 )
Payment of finance lease obligations     (147 )     (179 )
Deferred financing cost     (17,241 )      
Proceeds from ESPP purchases     301        
Taxes paid from net share settlement of restricted stock     (4,052 )      
Repurchase of treasury shares     (1,316 )      
Proceeds from sale of non-controlling interest           150  
Purchase of non-controlling interest     (28 )     (25 )
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, beginning of period     289,101       294,152  
             
Cash, cash equivalents, and restricted cash, end of period   $ 259,164     $ 335,441  
             
Supplemental disclosures of cash flow information            
Cash paid for income taxes   $ 4,338     $ 194  
Cash paid for interest   $ 7,360     $ 6,430  
             
Supplemental disclosures of non-cash investing and financing activities            
Business acquisition in accounts payable and accrued liabilities           63,935  
Right-of-use assets obtained in exchange for operating lease liabilities     5,729       4,910  
Common stock issued in business combination           21,952  
Purchase of investments - equity method in accounts payable and accrued liabilities and other liabilities           9,487  
Draw on letter of credit through Revolver Loan           4,759  
Dividend paid in the form of common stock     21,935        

 

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total amounts of cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows (in thousands):

 

    March 31,  
    2025     2024  
Cash and cash equivalents   $ 258,517     $ 334,796  
Restricted cash     647       645  
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows   $ 259,164     $ 335,441  

 

 

 


 

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

 

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

 

    Three Months Ended
March 31,
 
(in thousands)   2025     2024  
Net income   $ 6,221     $ 16,862  
Interest expense     7,308       7,585  
Interest income     (2,312 )     (3,996 )
Provision for income taxes     3,383       7,142  
Depreciation and amortization     6,849       5,096  
EBITDA     21,449       32,689  
                 
(Income) loss from equity method investments     867       (632 )
Other, net     6,259 (1)   4,440 (2)
Stock-based compensation     7,811       5,748  
Adjusted EBITDA   $ 36,386     $ 42,245  
                 
Total revenue   $ 620,390     $ 404,356  
                 
Adjusted EBITDA margin     6 %     10 %

 

 

 

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

 

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

 

Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA

 

    2025 Guidance Range  
(in thousands)   Low     High  
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  
                 
Income from equity method investments     (5,500 )     (5,500 )
Other, net     9,500       9,500  
Stock-based compensation     21,000       21,000  
Adjusted EBITDA   $ 170,000     $ 190,000  

  

 

 


 

The Company has not provided a quantitative reconciliation of EBITDA and Adjusted EBITDA for the quarter ending June 30, 2025 to the most comparable GAAP measure on a forward-looking basis within this press release because the Company is unable, without unreasonable efforts, to provide reconciling information with respect to certain line items that cannot be calculated for the three month period. These items, which could materially affect the computation of forward-looking GAAP net income, are inherently uncertain and depend on various factors, some of which are outside of the Company’s control.

 

Use of Non-GAAP Financial Measures

 

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

 

The Company believes the presentation of these non-GAAP financial measures provides investors with relevant and useful information, as it allows investors to evaluate the operating performance of the business activities without having to account for differences recognized because of non-core or non-recurring financial information. When GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, these non-GAAP financial measures are among those indicators the Company uses as a basis for evaluating operational performance, allocating resources, and planning and forecasting future periods. Non-GAAP financial measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures. Other companies may calculate both EBITDA and Adjusted EBITDA differently, limiting the usefulness of these measures for comparative purposes. To the extent this release contains historical or future non-GAAP financial measures, the Company has provided corresponding GAAP financial measures for comparative purposes. The reconciliation between certain GAAP and non-GAAP measures is provided above.

 

 

 

 

 

 

 

EX-99.2 3 tm2514328d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2 

 

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May 2025 First Quarter 2025 Earnings Supplement


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2 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include any statements about the Company's business, financial condition, operating results, plans, objectives, expectations and intentions, expansion plans, estimates of our total addressable market, our ability to successfully complete and realize the benefits of anticipated acquisitions, integration of acquired companies and any projections of earnings, revenue, EBITDA, Adjusted EBITDA or other financial items, such as the Company's projected capitation and future liquidity, and may be identified by the use of forward-looking terms such as “anticipate,” “could,” “can,” “may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,” “believe,” “plan,” “envision,” “intend,” “continue,” “target,” “seek,” “will,” “would,” and the negative of such terms, other variations on such terms or other similar or comparable words, phrases or terminology. Forward-looking statements reflect current views with respect to future events and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certain assumptions of the Company’s management, and some or all of such expectations and assumptions may not materialize or may vary significantly from actual results. Actual results may also vary materially from forward-looking statements due to risks, uncertainties and other factors, known and unknown, including the risk factors described from time to time in the Company’s reports to the U.S. Securities and Exchange Commission (the “SEC”), including without limitation the risk factors discussed in the Company’s last Annual Report on Form 10-K and any subsequent quarterly reports on Form 10-Q filed with the SEC. Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements, you should not place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date of this presentation and, unless legally required, the Company does not undertake any obligation to update any forward-looking statement, as a result of new information, future events or otherwise. This presentation may contain statistics and other data that in some cases has been obtained from or compiled from information made available by third-party service providers. The Company makes no representation or warranty, express or implied, with respect to the accuracy, reasonableness or completeness of such information. Use of Non-GAAP Financial Measures This presentation contains the non-GAAP financial measures EBITDA and Adjusted EBITDA, of which the most directly comparable financial measure presented in accordance with U.S. generally accepted accounting principles (“GAAP”) is net income. These measures are not in accordance with, or alternatives to, GAAP, and may be calculated differently from similar non-GAAP financial measures used by other companies. The Company uses Adjusted EBITDA as a supplemental performance measure of our operations, for financial and operational decision-making, and as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, stock-based compensation, and, for periods on or prior to December 31, 2023, APC excluded assets costs. Beginning in the third quarter ended September 30, 2022, the Company has revised the calculation for Adjusted EBITDA to exclude provider bonus payments and losses from recently acquired IPAs, which it believes to be more reflective of its business. The Company believes the presentation of these non-GAAP financial measures provides investors with relevant and useful information, as it allows investors to evaluate the operating performance of the business activities without having to account for differences recognized because of non-core or non-recurring financial information. When GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, these non-GAAP financial measures are among those indicators the Company uses as a basis for evaluating operational performance, allocating resources, and planning and forecasting future periods. Non-GAAP financial measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures. Other companies may calculate both EBITDA and Adjusted EBITDA differently, limiting the usefulness of these measures for comparative purposes. To the extent this Presentation contains historical or future non-GAAP financial measures, the Company has provided corresponding GAAP financial measures for comparative purposes. The reconciliation between certain GAAP and non-GAAP measures is provided in the Appendix. The Company has not provided a quantitative reconciliation of applicable non-GAAP measures, such as the projected adjusted EBITDA and adjusted EBITDA margin in 2024 and in future years for planned acquisitions, to the most comparable GAAP measure, such as net income, on a forward-looking basis within this presentation because the Company is unable, without unreasonable efforts, to provide reconciling information with respect to certain line items that cannot be calculated. These items, which could materially affect the computation of forward-looking GAAP net income, are inherently uncertain and depend on various factors, some of which are outside of the Company’s control.


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3 Q1 2025 Financial Results Revenue $620.4 Net Income attr. to ASTH $6.7 1. See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” slides for more information. First Quarter 2025 Performance Highlights ($ in millions, except for per share information) Adjusted EBITDA1 $36.4 EPS – Diluted $0.14


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4 Growth First Quarter 2025 Highlights and Recent Updates Risk Progression Increasing alignment through total cost of care responsibility in value-based arrangements 75% of total capitation revenue came from full risk arrangements 38% of Care Partners members in full risk arrangements Outcomes and Cost Achieving superior patient outcomes while managing cost Mid single digit blended utilization trend across all lines of business Operating Leverage Driving operating leverage across our business through our Care Enablement suite Continuing investments in automation and AI expected to yield at least $10 million in annual operating efficiencies by early 2026 Growth Sustainably growing membership to bring better care to more Americans 910K members in our Care Partners segment Completed Collaborative Health Systems integration Opened another clinic in partnership with Anthem


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5 Prudently transitioning to full-risk contracts to better align incentives around patient outcomes and improve unit economics Projected Full-risk Partial-risk 1. Revenue by risk arrangement represents capitation revenue only 2. Members by risk arrangement represent Care Partners membership only as of April 1, 2025 Members by Risk Arrangement2 35% 47% 73% 75% 79% 100% 65% 53% 27% 25% 21% 2021 2022 2023 2024 2025 Q1 2025E 38% 62% 2025 Capitated Revenue by Risk Arrangement1 Our partial-risk membership presents an embedded opportunity for increased platform value and risk alignment. We succeed in these contracts by continuing to drive positive patient outcomes. Risk Progression


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6 94% 2% 1% 2% 1% Capitation, net Risk Pool Settlements & Incentives Management Fee Income Fee-for-service, net Other Income Revenue by Type1 1. Revenue for the quarter ended March 31, 2025 2. Revenue by risk arrangement represents capitation revenue only 3. Members by risk arrangement represent Care Partners membership only as of April 1, 2025 63% 28% 7% 2% Medicare Medicaid Commercial Other Third Parties Revenue By Payer Type1 75% 25% Full-risk Partial-risk Revenue by Risk Arrangement1,2 38% 62% Full-risk Partial-risk Members by Risk Arrangement3 75-85% of cap. revenue anticipated from full-risk exiting 2025 Our Value-Based Care Business is Diverse


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7 Note: For more information, see “Reconciliation of Net Income to EBITDA and Adjusted EBITDA”, “Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA”, and “Use of Non-GAAP Financial Measures“ slides for more information 1. 2020-2021 Adj. EBITDA benefitted from tailwinds of lower utilization during the COVID-19 pandemic. Return to pre-pandemic utilization in 2022 and 2023 2. FY 2025 guidance does not include new markets or contribution from any acquisitions which have not yet closed; does include approximately $15M of planned investments in integration, growth initiatives, and AI initiatives. Revenue ($ in millions) Adj. EBITDA ($ in millions) $561 $687 $774 $1,144 $1,387 $2,035 2019 2020 2021 2022 2023 ~29% CAGR 2024 $54.2 $102.8 $133.5 $140.0 $146.6 $170.4 2019 20201 20211 20221 20231 2024 ~22% CAGR Financial Profile 2025E $2,500 - $2,700 $170- $190 2025E2


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8 Quarter over Quarter Segment Revenue Revenue $ in millions Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Care Partners High-performing network of aligned providers $382.3 $463.3 $455.8 $647.7 Care Delivery High-quality system of employed providers $30.7 $34.9 $34.7 $36.4 Care Enablement Full-stack tech, clinical, and operations platform $33.3 $36.2 $40.9 $45.1 Other $0.0 $0.0 $0.0 $0.0 Inter-company $(42.0) $(48.0) $(52.7) $(63.9) Total $404.4 $486.3 $478.7 $665.2 Note: Numbers may not total due to rounding. Certain amounts disclosed in the prior periods have been recast to conform to the current period presentation. Specifically, segments are presented net of intrasegment eliminations. $601.0 $33.4 $39.6 $0.0 $(53.5) $620.4


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9 Building the premier, patient-centered healthcare platform for all Note: Assumes the closing of the proposed acquisition of Prospect Health; All financial and membership information shown on page are approximations and are rounded. 1. Proforma to Prospect acquisition; Markets defined as metropolitan statistical areas (MSAs) with more than 1 million population 2. Members in value-based care arrangements 3. Financials shown on page based on pro forma 2024 management estimates 4. Based on $170 million per Astrana’s Adjusted EBITDA and Prospect’s estimated Adjusted EBITDA of $94 million for calendar year 2024 16 Markets1 1.7M VBC Members2 $3.3B 2024 PF Revenue3 $264M 2024 PF Adj. EBITDA3,41 20k+ Providers Care Partners Care Delivery Care Enablement Outcomes and Cost Achieving superior patient outcomes while managing cost Growth Sustainably growing membership to bring better care to more Americans Risk Progression Increasing alignment through total cost of care responsibility in value-based arrangements Operating Leverage Driving operating leverage across our business through our Care Enablement suite Growth WIP


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10 Q1 2025 Financial Results 1. See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA,” “Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” slides for more information There can be no assurance that actual amounts will not be materially higher or lower than these expectations. See “Forward-Looking Statements” on slide 2 2. FY 2025 guidance does not include new markets or contribution from any acquisitions which have not yet closed; does include approximately $15M of planned investments in integration, growth initiatives, and AI initiatives. ($ in millions, except for per share information) Actual FY 2024 Results FY 2025 Guidance Range1, 2 Total Revenue $2,034.5 $2,500 - $2,700 Adjusted EBITDA1, 2 $170.4 $170 - $190 FY2025 Guidance Revenue $620.4 Adjusted EBITDA1 $36.4


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11 Selected Financial Results


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12 Three Months Ended March 31, $ in thousands except per share data 2025 2024 Revenue Capitation, net $ 583,963 $ 365,910 Risk pool settlements and incentives 14,491 17,377 Management fee income 2,310 4,078 Fee-for-service, net 14,890 15,937 Other revenue 4,736 1,054 Total revenue 620,390 404,356 Total expenses 599,807 374,217 Income from operations 20,583 30,139 Net income $ 6,221 $ 16,862 Net (loss) income attributable to noncontrolling interests (471) 2,027 Net income attributable to Astrana Health $ 6,692 $ 14,835 Earnings per share – diluted $ 0.14 $ 0.31 EBITDA1 $ 21,449 $ 32,689 Adjusted EBITDA1 $ 36,386 $ 42,245 1. See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” slides for more information. Summary of Selected Financial Results


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13 $ in thousands Care Partners Care Delivery Care Enablement Other Intersegment Elimination Corporate Costs Consolidated Total Total revenues $ 600,951 33,388 39,562 - (53,511) - 620,390 % change vs prior year quarter 57% 9% 19% 53% Cost of services 512,668 27,139 25,818 - (16,564) - 549,061 General and administrative expenses1 44,068 9,357 10,209 - (36,950) 24,062 50,746 Total expenses 556,736 36,496 36,027 - (53,514) 24,062 599,807 Income (loss) from operations $ 44,215 (3,108) 3,535 - 3 2 (24,062) 20,583 % change vs prior year quarter 2% * 3 1% For the three months ended March 31, 2025 1. Balance includes general and administrative expenses and depreciation and amortization. 2. Income from operations for the intersegment elimination represents sublease income between segments. Sublease income is presented within other income that is not presented in the table. 3. Percentage change over 500% Segment Results


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14 $ in millions 3/31/2025 12/31/2024 $ Change Cash and cash equivalents and investments in marketable securities1 $260.9 $290.8 $(29.9) Working capital $252.0 $272.9 $(20.9) Total stockholders’ equity $750.4 $716.7 $33.7 1. Excluding restricted cash Balance Sheet Highlights


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15 Three Months Ended March 31, $ in thousands 2025 2024 Net Income $ 6,221 $ 16,862 Interest Expense 7,308 7,585 Interest income (2,312) (3,996) Provision for income taxes 3,383 7,142 Depreciation and amortization 6,849 5,096 EBITDA 21,449 32,689 Loss (income) from equity method investments 867 (632) Other, net 6,2592 4,4403 Stock-based compensation 7,811 5,748 Adjusted EBITDA $ 36,386 $ 42,245 Adjusted EBITDA margin1 6% 10% 1.The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue. 2. Other, net for the three months ended March 31, 2025, relates to debt issuance costs expensed in connection with our Second Amended and Restated Credit Facility, transaction costs for our acquisition of Prospect, data transition costs for our recent acquisitions, certain costs associated with the CHS transaction, non-cash changes related to change in the fair value of our call option and Collar Agreement, and severance fees incurred. 3. Other, net for the three months ended March 31, 2024, relates to financial guarantee via a letter of credit that we provided almost three years ago in support of two local provider-led ACOs, non-cash changes related to change in the fair value of our financing obligation to purchase the remaining equity interestsin one of our investments, non-cash changes related to change in the fair value of the Company’s Collar Agreement, and transaction costsincurred for our investments and tax restructuring fees. Reconciliation of Net Income to EBITDA & Adjusted EBITDA


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16 For the twelve months ended TTM Ended Year Ended $ in millions March 31, 2025 2024 2023 2022 2021 2020 2019 Net Income $ 39.3 $ 49.9$ 57.8 $ 45.7 $ 46.1 $ 122.1 $ 15.8 Interest expense 32.8 33.1 16.1 7.9 5.4 9.5 4.7 Interest income (12.8) (14.5) (14.2) (2.0) (1.6) (2.8) (2.0) Provision for income taxes 27.1 30.9 32.0 40.9 31.7 56.3 10.0 Depreciation and amortization 29.7 27.9 17.7 17.5 17.5 18.4 18.3 EBITDA1 116.1 127.3 109.5 110.1 99.1 203.5 46.8 Income (loss) from equity method investments (3.0) (4.5) (5.1) (5.7)6 5.36 (0.3) 6 2.0 Gain on sale of equity method investment - - - - (2.2) - 2.9 Other, net 14.82 13.03 6.24 3.35 (1.7) 6 (0.5) 6 - Stock-based compensation 36.6 34.5 22.0 16.1 6.7 3.4 - APC excluded assets costs - - 14.0 16.28 26.48 (103.3) 8 0.9 Adjusted EBITDA1 $ 164.5 $ 170.4$ 146.6 $ 140.0 $ 133.5 $ 102.8 1.5 Net Revenue $ 2,250.6 $ 2,034.5$ 1,386.7 $ 1,144.2 $ 773.9 $ 687.2 Adjusted EBITDA Margin7 7% 8% 11% 12% 17% 15% 1. See “Use of Non-GAAP Financial Measures” slide for more information; 2. Other, net for TTM ended March 31, 2025, relates to debt issuance costs expensed in connection with our Second Amended and Restated Credit Facility, transaction costs for our acquisition and tax restructuring fees, data transition costs for our recent acquisitions, certain costs associated with the Collaborative Health Systems, LLC (“CHS”) transaction, non-cash changes related to change in the fair value of our call option, Collar Agreement, and financing obligation to purchase the remaining equity interest in one of our investments, non-cash gain on debt extinguishment related to one of our promissory note payables, and reimbursement from a related party of the Company for taxes associated with the Excluded Assets spin-off; 3. Other, net for the year ended December 31, 2024 relates to transaction costs incurred for our investments and tax restructuring fees, anticipated recoveries from one time losses relating to third party payer payments associated with the CHS transaction, financial guarantee via a letter of credit that we provided almost three years ago in support of two local provider-led ACO s, reimbursement from a related party of the Company for taxes associated with the December 2023 Excluded Assets Spin-off, non-cash gain on debt extinguishment related to one of our promissory note payables, non-cash realized loss from sale of one of our marketable equity securities, non-cash changes related to change in the fair value of our call option, our financing obligation to purchase the remaining equity interests in one of our investments, our contingent liabilities, and the Company's Collar Agreement; 4. Other, net for the year ended December 31, 2023 consists of nonrecurring transaction costs and tax restructuring fees incurred, non-cash changes in the fair value of our financing obligation to purchase the remaining equity interests, contingent liabilities, and the Company's Collar Agreement, and excise tax related to a nonrecurring buyback of the Company’s stock from APC.; 5. Other, net for the year ended December 31, 2022 consists of one-time transaction costs incurred and non-cash changes in the fair value of our financing obligation to purchase the remaining equity interests and contingent considerations.; 6. Other, net for the years ended December 31, 2021 and 2020 relate to COVID-19 relief payments recognized in 2021 and 2020; 7. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue; 8. Certain APC minority interests where APC owns the asset but not the right to the dividends is reclassified from APC excluded asset costs to income from equity method investments Reconciliation of Net Income to EBITDA & Adjusted EBITDA (continued)


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17 Note: See “Use of Non-GAAP Financial Measures” slide for more information. 2025 Guidance Range (in thousands, $) Low High 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 Income from equity method investments (5,500) (5,500) Other, net 9,500 9,500 Stock-based compensation 21,000 21,000 Adj. EBITDA 170,000 190,000 Guidance Reconciliation of Net Income to EBITDA & Adjusted EBITDA


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Investor Relations investors@astranahealth.com