v3.25.3
Business Combinations and Goodwill (Tables)
 9 Months Ended
Sep. 30, 2025
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition

The following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed at the acquisition date (in thousands):

 

 

Prospect

 

Purchase consideration:

 

$

674,901

 

 

 

 

 

Assets:

 

 

 

Cash and cash equivalents

 

$

124,834

 

Receivables, net

 

 

76,247

 

Other receivables

 

 

310

 

Prepaid expenses and other current assets

 

 

7,904

 

Loan receivable

 

 

794

 

Property and equipment

 

 

37,501

 

Intangible assets

 

 

193,500

 

Goodwill

 

 

442,190

 

Loans receivable, non-current

 

 

278

 

Operating lease right-of-use assets

 

 

4,406

 

Other assets

 

 

6,117

 

Total assets acquired

 

$

894,081

 

 

 

 

 

Liabilities:

 

 

 

Accounts payable and accrued expenses

 

$

85,388

 

Medical liabilities

 

 

120,759

 

Operating lease liabilities

 

 

1,733

 

Other liabilities

 

 

823

 

Deferred tax liability

 

 

4,903

 

Operating lease liabilities, net of current portion

 

 

2,673

 

Other long-term liabilities

 

 

2,901

 

Total liabilities assumed

 

$

219,180

 

 

 

 

 

Total net assets acquired

 

$

674,901

 

 

The following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed at the acquisition date (in thousands):

 

CHS

 

 

AHMS

 

Total purchase consideration:

 

 

 

 

 

 

Cash paid

 

$

35,322

 

 

$

63,935

 

Purchase price due to (from) seller

 

 

6,944

 

 

 

(2,995

)

Contingent consideration

 

 

5,154

 

 

 

—

 

Common stock issued and replacement awards

 

 

118

 

 

 

—

 

 

 

$

47,538

 

 

$

60,940

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,556

 

 

$

33,950

 

Receivables

 

 

102,447

 

 

 

11,007

 

Other receivables

 

 

36,766

 

 

 

—

 

Prepaid expenses and other current assets

 

 

356

 

 

 

36

 

Intangible assets

 

 

14,200

 

 

 

23,600

 

Goodwill

 

 

9,161

 

 

 

25,571

 

Investments in other entities – equity method

 

 

3,121

 

 

 

—

 

Restricted cash

 

 

—

 

 

 

300

 

Total assets acquired

 

$

170,607

 

 

$

94,464

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

69,258

 

 

$

13,001

 

Medical liabilities

 

 

53,889

 

 

 

14,093

 

Non-controlling interest

 

 

(78

)

 

 

—

 

Deferred tax liability

 

 

—

 

 

 

6,430

 

Total liabilities assumed

 

$

123,069

 

 

$

33,524

 

 

 

 

 

 

 

 

Total net assets acquired

 

$

47,538

 

 

$

60,940

 

Unaudited Pro Forma Financial Information

Operating results of the acquired businesses have been included in our condensed consolidated financial statements. For the period from the acquisition dates through September 30, 2025, the total revenue and net income of our acquisitions closed in 2025, in aggregate, were $308.0 million and $13.1 million, respectively.

The pro forma financial information in the table below presents the combined results of the Company and the acquisitions that occurred during the three and nine months ended September 30, 2025 and 2024, as if the acquisitions had occurred on January 1, 2024. The pro forma financial information presented has been adjusted to exclude Prospect’s historical interest expense as all outstanding debt obligations were settled at closing and not assumed by the Company. The pro forma financial information presented has been adjusted to include the Company’s incremental interest expense, as if the borrowing from the delayed draw term loan credit facility had occurred on January 1, 2024 to finance the purchase of Prospect. The pro forma financial information presented is shown for illustrative purposes only and is not necessarily indicative of future results of operations of the Company, or results of operations of the Company that would have actually occurred had the transactions been in effect for the periods presented.

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(in thousands, except per share amounts)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Total revenue

 

$

956,048

 

 

$

965,839

 

 

$

2,861,725

 

 

$

2,939,243

 

Net income (loss) attributable to Astrana Health, Inc.

 

$

373

 

 

$

(8,975

)

 

$

(4,780

)

 

$

27,577

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share – basic

 

$

0.01

 

 

$

(0.19

)

 

$

(0.10

)

 

$

0.58

 

Earnings (loss) per share – diluted

 

$

0.01

 

 

$

(0.19

)

 

$

(0.10

)

 

$

0.57

 
Summary of Intangible Assets Acquired

The table below represents intangible assets acquired for the Prospect (in thousands):

 

 

Fair Value

 

 

Useful Life
(Years)

License

 

$

1,900

 

 

Indefinite

Member relationships

 

 

123,500

 

 

12 years

Network relationships

 

 

53,800

 

 

15 years

Other(1)

 

 

14,300

 

 

3-10 years

 

 

 

 

 

Total intangible assets acquired

 

$

193,500

 

 

 
(1)
Other consists of management contracts and a trade name.
Schedule of Change in Carrying Value of Goodwill

The change in the carrying value of goodwill for the nine months ended September 30, 2025, was as follows (in thousands):

 

 

Amount

 

Balance at January 1, 2025

 

$

419,253

 

Acquisitions

 

 

447,163

 

Adjustments

 

 

(3,150

)

Balance at September 30, 2025

 

$

863,266