Good day everyone and welcome to today's Astrana Health Second Quarter 2024 Earnings Call. At this time, all participants are in a listen-only mode. Today's speaker would be Brandon Sim, President and Chief Executive Officer of Astrana Health; and Chan Basho, Chief Operating and Financial Officer. A press release announcing Astrana Health Inc.'s results for the second quarter ended June 30, 2024 is available at the Investors section of the company's website at www.astranahealth.com. The company will discuss certain non-GAAP measures during this call. Reconciliations to the most comparable GAAP measure are included in the press release. To provide some additional background on its results, the Company has made a supplemental deck available on its website. A replay of this broadcast will also be made available on the Astrana Health website after the conclusion of this call. Before we get started, I would like to remind everyone that this conference call and any accompanying information discussed herein contains certain forward-looking statements within the meaning of the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terms such as anticipate, believe, expect, future, plan, outlook and will and include among other things statements regarding the company's guidance for the year ending December 31, 2024, continued growth, acquisition strategy, ability to deliver sustainable long-term value, ability to respond to the changing environment, operational focus, strategic growth plans and merger integration efforts. Although the company believes that the expectations reflected in its forward-looking statements are reasonable as of today, those statements are subject to risks and uncertainties that could cause the actual results to differ dramatically from those projected. There can be no assurance that those expectations will prove to be correct. Information about the risks associated with investing in Astrana Health is included in its filings with the Securities and Exchange Commission, which we encourage you to review before making an investment decision. The company does not assume any obligation to update any forward-looking statements as a result of new information, future events, changes in market conditions or otherwise, except as required by law. Regarding the disclaimer language, I would also like to refer you to slide two of the conference call presentation for further information. With that, I'll turn the call over to Astrana Health President and Chief Executive Officer, Brandon Sim. Please go ahead, Brandon.

Thank you, operator. Good evening and thank you all for joining us today. Continuing our strong start to the year, the second quarter results we reported today reflect the progress, scale and momentum we continue to build here at Astrana Health as we drive towards our mission to empower entrepreneurial providers and deliver high quality, high value, and accessible healthcare to local communities across the country. I'll start with some key financial and operational updates for the quarter, which continue to deliver on our strategic roadmap of: One, increasing membership to drive sustainable growth. Two, increasing alignment through total cost of care responsibility in value based arrangements. And three, empowering our providers with our technology and clinical infrastructure in order to achieve superior patient outcomes while managing costs. Then, I'll cover the partnerships and acquisition we announced since the quarter closed, and Chan will discuss our financial performance and guidance outlook. Starting with financial highlights, we continue to execute at a high level, as the Astrana Health revenue grew to $486.3 million a 40% increase compared to the same period last year. And adjusted EBITDA rose to $47.9 million, a 34% increase year-over-year. This resulted in an adjusted EBITDA margin of approximately 10%, continuing to demonstrate our differentiated ability to drive profitable growth. Our strong revenue and profitability growth was driven primarily by robust organic growth in our Care Partners segment, as well as the successful completion and integration of the Community Family Care acquisition, along with continued success in managing the total cost of care for our members and value-based, risk-bearing arrangements. Moving on to business updates, Astrana continued to execute on our first strategic pillar, increasing membership in new and existing geographies. During the second quarter, we entered the State of Arizona through our Care Partners segment, partnering with an anchor primary care physician group with over 45 primary care providers serving over 50,000 patients across Medicare, Medicaid, and commercial lines of business. Astrana will serve as the group's exclusive care enablement provider with providers anticipated to onboard into our care enablement platform by the end of 2024, and expected to begin participating in value-based arrangements in 2025. We also continue to make progress on our second goal, increasing our responsibility for members' total cost of care and value-based arrangements. From a timing perspective, the movement of several partial risk contracts into full risk arrangements is expected to occur in the second half of the year. As of July 1st, 2024, our full risk business makes up approximately 60% of total capitation revenue, compared to 46% as of July 1st, 2023. And we continue to be on track to meet our previously stated goal of having around two-thirds of our capitation revenue coming from a full risk ecosystem by January 1st, 2025. Finally, consistent with recent quarters, our utilization and cost trends in the second quarter have remained within expectations for our Medicare Advantage, Managed Medicaid and commercial books of business, given our continued focus on ensuring members are receiving timely and appropriate care in the right settings. We are noticing a small uptick in inpatient utilization related to a surge in COVID-19 cases throughout California, but we believe we remain within expectations in terms of current year guidance and we will continue to monitor the situation. As it relates to our Medicare ACOs, we have noticed an uptick in cost trends, but that increase remains lower than national trends. Moving on to recent activity, we continue to believe that our platform consisting of clinical capabilities, proprietary technology, and a strong operating team drives our differentiated ability to produce operating leverage, great patient outcomes, and ultimately, our goal of sustainable high growth with effectively managed costs. And after the quarter ended, we continued to be active in order to capitalize on those advantages, investing in continued organic and inorganic growth through several partnerships as well as an acquisition. First, we deepened our relationship with one of our important payer partners, Anthem Blue Cross, by entering into a partnership, where we will build and operate primary care clinics that are jointly branded between Astrana Care and Anthem Blue Cross. The partnership underscores our organization's commitment to increasing access to care and in particular will be focused on providing a convenient delightful consumer experience, complete with readily available walk-in visits, same day telemedicine, online appointment scheduling and the latest technology. Our very first Astrana Care Anthem Blue Cross clinic has already opened in Whittier, California. We look forward to continuing our partnership with the pipeline of clinics across the State of California. Next, we announced that we joined forces with Elation Health, a primary care focused electronic health record company serving over 32,000 clinicians in order to form a nationwide partnership to empower primary care providers in value-based care. The first part of our partnership is a collaboration to build and scale risk-bearing entities, including accountable care organizations and clinically integrated networks, anchored by providers on Elation's platform. Elation will support providers in these networks with its EHR and billing technology, while Astrana will serve as the exclusive care enablement partner for these risk-bearing entities, as well as take on risk when appropriate in our care partners business. In combination, we believe that this partnership will demonstrate that the right tools and organizational capabilities can jointly scale sustainable value-based care. The second part of the partnership is to put that model into practice. We entered the State of Hawaii as part of this collaboration, partnering with a provider organization of over 100 primary care providers serving just under 20,000 primarily Medicare patients in Hawaii. Operationally, we have already onboarded the organization onto our care-enabling platform with full integration expected to be completed by the end of the third quarter of 2024. In addition, we expect to begin participating in risk-bearing arrangements through our Care Partner segment in that state by 2025. Finally, I'm excited to share more about our recently announced definitive agreement to acquire Collaborative Health Systems or CHS, a value-based care enablement organization serving around 2,500 primary care providers and 100,000 primarily senior members, and the company of Centene Corporation. The acquisition of CHS further supports our mission to expand our footprint in order to provide high-quality and high value care to all Americans. Strategically, CHS is a natural fit in three ways. First, CHS's provider network bolsters and complements our existing Texas network, as well as provides us meaningful density across states in the South and along the East Coast, including New Mexico, Alabama, Georgia, Florida, Virginia, Maryland and Connecticut. Second, we believe that there exists an opportunity for us to further develop clinical processes and care models and drive operational efficiencies across the CHS enterprise through our care enablement platform, a playbook that we've deployed successfully before across multiple markets. Third, CHS and its existing full risk contracts across multiple payers and geographies advances our ability to participate in value-based arrangements that will allow us to make greater investments in local communities and align reimbursement with outcomes. The intended acquisition of CHS requires regulatory approval and is not expected to close until later this year. The business is expected to run up to a $10 million loss on a standalone basis in 2024, but the pro forma impact to Astrana will be dependent on the close date, which we expect to occur in the fourth quarter of this year. Upon closing, we plan to rapidly integrate the business and anticipate an annualized run rate revenue of around $450 million in 2025 with a breakeven adjusted EBITDA contribution. Over a three to four year period, we expect to operate the business at a more normalized adjusted EBITDA margin profile, similar to that of the core Astrana business. With the deployment of our technology and clinical capabilities and with the synergies we believe exist across our complementary organizations, we believe that we can drive access and high quality care for CHS's members, while also capturing the embedded EBITDA in the business in the near to midterm. As you've now heard, Astrana Health is entering a new phase of scale. Through the three new partnerships and the acquisition I discussed today, we continue to not only reinforce our existing markets in California, Nevada, and Texas, but also plant meaningful footholds into nine new states across the Hawaiian Islands, the South, and the East Coast. Beginning in 2025, we anticipate that pro forma the CHS acquisition, Astrana Health will proudly serve over 1.1 million patients in value-based care arrangements across 12 states. And we plan to continue to grow at a rapid pace while maintaining a focus on ensuring long-term sustainability and profitability. As we've demonstrated in partnerships and acquisitions in the past, we intend to do this by driving the Astrana flywheel of: One, using our technology platform and operating leverage to drive efficiencies. Two, reinvesting those savings into patient access to care and local clinical capabilities, all powered by our scalable care models and analytics, which should ultimately, three, drive better patient outcomes and savings in risk-bearing arrangements. We believe that our continued growth validates the Astrana flywheel, reinforces our depth in core markets, expands our organic growth opportunities and continues to prove that value-based care can be done successfully in communities across the country. In closing, I want to thank all our teammates, providers, and partners for their unwavering belief in our mission. With that, I'll now turn it to Chan Basho to discuss our financial performance and guidance outlook.

Thank you, Brandon, and good evening, everyone. We achieved strong financial performance in Q2, thanks to focused execution of our strategy while operating in a dynamic environment. We're pleased with the continued progress we are making in Q2 towards meeting our financial and company-wide commitments. Total revenue this quarter increased 40% to $486.3 million compared to the prior year period, with Care Partners contributing $463.3 million in revenue, an increase of 44% compared to the prior year period. This growth was mainly fueled by higher capitation revenue, which resulted from the shift of full risk arrangements within our core risk-bearing organizations and the incorporation of CFC earlier this year. Adjusted EBITDA was $47.9 million in the quarter, which represents a 34% increase from $35.8 million in the prior year period. Net income attributable to Astrana Health was $19.2 million, an increase of 46% from $13.2 million in the prior year quarter. Earnings per share on a diluted basis were $0.40, up 43% from $0.28 in the prior year period. Now focusing on our balance sheet. Our liquidity position remains strong with $325 million in cash and cash equivalents and total debt amounting to $446 million, compared to $335 million in cash and cash equivalents and total debt of $393 million last quarter. Our total debt changed due to a strategic drawdown on our credit facility to finance the CFC acquisition. Cash flow from operating activities in the first half of 2024 were $29.2 million, which is a decline of $4.3 million compared to the prior year period, primarily driven by increases in working capital associated with the ACO reach program and income tax payments. We continue to expect our cash flow from operating activities for the year to be approximately 50% to 55% of adjusted EBITDA, as I have mentioned previously. Finally, I will wrap up my remarks by sharing our financial outlook for the year. After taking our recent initiatives and capital allocation strategy into account, we are raising the bottom end of our revenue guidance to $1.75 billion while maintaining the top end of the range of $1.85 billion. We're maintaining our full year outlook for adjusted EBITDA, as we continue to invest incremental profitability into developing new markets, such as Arizona and Hawaii. In addition, due to the purchase price allocation related to the acquisition of Community Family Care IPA and Health Plan, we are updating our amortization of intangibles. As a result, we are revising our EPS guidance to a range of $1.12 to $1.36 per share. For a closer look at the quarterly cadence for the remainder of the year, we expect revenue to come in at around a $455 million run rate, as we continue to move members into full risk arrangements in the latter part of the year. In terms of adjusted EBITDA, consistent with comments on our Q1 call, we expect the second quarter adjusted EBITDA contribution to represent the highest quarter this year, followed by a step down in the third quarter and another in the fourth. This deviates from historical patterns due to the inclusion this quarter of sweeps and quality incentive payments in the high single digits millions range, which we typically recognized during the third quarter in previous years. Overall, we believe that our year-to-date results and revised guidance continue to demonstrate the strength and differentiation of the Astrana Health platform. Moving forward, we will continue to prioritize execution, operational efficiency, and strategic capital allocation to position us for driving sustained growth and improving the market presence of our business. With that, I'll leave it to you, operator, for questions.

Thank you. And we'll take our first question from Jailendra Singh from Truist Securities. Please go ahead.

Thank you and thanks for taking my questions. I was wondering if you could provide a little bit more color on the utilization trends you experienced in Q2. I believe for Q1, you guys talked about bookmarking of your 5% trend, but ended up seeing 2.5%. I know you called out COVID-driven some inpatient utilization in California, but just curious how trends played out for Q2 versus your expectations, and any breakdown in terms of areas we are seeing favorable trends and areas where trends are running slightly higher?

Thank you for the question, Jailendra. It's great to hear from you. Regarding utilization, it is generally in line with our expectations for the second half of the year. We anticipate a slight increase in utilization, which aligns with seasonal patterns typically observed in the latter part of the year. Additionally, as many of you have noticed, there has been a small increase in COVID cases in California, and we have factored this into our guidance for the remainder of the year. It is nothing unexpected, and we are fully prepared for it.

Just to clarify, is that the primary reason why you did not narrow down EBITDA guidance range, but you did narrow down revenue guidance range that you can incorporate any outcome there?

I think with the transactions that we've announced and our commitment around continuing to reinvest in the business, we are at a good place in terms of our current profitability and we will be using any opportunities to reinvest in the business as possible.

Okay. My quick follow-up on the CHS margin ramp expectations, as Brandon talked about getting to breakeven in 2025 after the deal is closed and improving in out years. Can you provide more? And does the part of the margin ramp include moving some lives from partial risk to full risk?

Just to clarify, the current guidance that Chan provided does not include any sub period for CHS's intended acquisition. To answer your question, I believe in the earnings supplement, we provided some details around that ramp. CHS is expected to lose on an annualized run rate basis around $10 million or so on a run rate basis in 2024. We will update our guidance when we figure out when that is going to close, which is anticipated to take place in the fourth quarter of this year, pending regulatory approval and customary closing conditions. We think that, as mentioned before, by 2025, we should, with synergies, breakeven on that business, on an adjusted EBITDA contribution basis. We've committed to that being at a profitable margin in 2026, and then at the $10 million mark or more in 2027. And that is on the earnings supplement as well.

And we'll take our next question from Adam Rahn from Bank of America. Please go ahead, Adam.

Thanks for the question. Going sort of to Jailendra's question, I think last quarter on the earnings call, you said that utilization was coming in a couple of hundred basis points better, and I believe that, that was on a claims completion that was through the quarter end. First, to clarify, there wasn't any negative development from Q1. And then two, if you're saying that now utilization is in line with expectations, but Q1 was so much further below, is that now saying that Q2 is running 300 basis points above what you booked coming to be? Or, just trying to understand the magnitude of what you're seeing.

Just to kind of open up and to kind of break up on that question. Last quarter, we and as we can see now, Q1 was better-than-expected. In Q2, it's coming in line with what our expectations are for the quarter. Does that make sense?

But is it better than when you came into the year like versus initial guidance or...

I would say it's really around where we expected for the quarter. We saw a slight uptick in the ACO population less than the national trends. And as you can see in terms of our guidance, we continue to see the year progressing well.

Okay. And then for the rest of the year and kind of just thinking about you mentioned outperformance funding additional expansion into new markets. And so, does that mean that basically no matter what, you're not planning on raising EBITDA guidance for the rest of the year given that if there is upside, you would reinvest it? And then, in terms of like future years, how are you thinking about what you consider to be excess upside versus what you would allow to flow to the bottom line? Like, are you targeting like a 20% EBITDA growth number and then investing the rest? Like how are you weighing those things? Thanks.

Hey, Adam. Thanks for the question. No, I wouldn't hold an EBITDA guidance change out of the question necessarily that we absolutely wouldn't. I think we're weighing the very strong pipeline of development activity that we're seeing, especially given some of the recent announcements. We've been putting effort into continuing to diversify the business, including, for example, with our partnership with Elation, and working on deepening now 12 states that we would be in, pro forma in 2025, deepening our relationships and networks and ability to hit the ground running there and capitalize on some of the synergies that we expect to do so in 2025. So, I wouldn't say necessarily that it's out of the question. But I do think that we're happy with a 20% EBITDA, near to mid-term kind of growth rate consistently. And we want to make sure that we're setting the foundation to really win and be the preeminent value-based care platform in the country in the near to mid-term as well. So, we're balancing those two things and that's kind of where our investment and capital allocation is shaking now.

We'll take our next question from Ryan Daniels from William Blair. Please go ahead, Ryan.

Yes. Thanks for taking the questions and congrats on the quarter and even more so the strategic developments. Maybe a couple on that, with the Elation EHR partnership to empower VBC for their providers, can you double click on that a little bit? I'm curious if that's something that's going to be sold by Elation back into that 32,000 clinician base, number one. And then number two, do you know how many of them are already in value-based care arrangements such that it's not part of the addressable market? Is it really looking for those clinicians that haven't yet moved to leverage the care enablement platform to do so?

Ryan, thanks for the question. Yes, there are two parts to this, or three parts really. I'll answer your questions first. We really envision it as a bidirectional partnership. For example, we're working to jointly sell Elation's electronic health record as well as our billing services, which are part of our care enabling platform, for example, to affiliate providers that are already bearing risk with us in some form or fashion. That's one. Two, certainly, we look to bring our risk-bearing capabilities and enablement capabilities to clinicians, those 32,000 clinicians that are already on the electronic health record sold by Elation. There's definitely a large opportunity we believe to organize and aggregate providers into risk-bearing entities, such as ACOs or CINs in that population. I believe that a large majority of the 32,000 clinicians do not yet participate meaningfully in a value-based arrangement today. Certainly not all of Part B raised, certainly not full risk. So we think there is a meaningful market capture opportunity in terms of helping providers, who are on Elation, which is suited for value-based care, especially given the integrations we're building out with them, to participate and move along their risk letter with us.

Okay. That's super helpful. And then, I'm going to ask a similar question on your partnership with Anthem Blue Cross and the Astrana Care Clinics. I'm curious how you think about those ramping to scale or what we would call the J-curve, I guess, in the industry, given that they seem to be exclusive to Anthem and some of the Allied Pacific IPA members. Is there such scale in that market just with that payer and Allied Pacific that you expect those to ramp pretty quickly? And maybe more broadly, how might those clinics ramp out over time and contribute? Thanks so much.

Thank you, Ryan. You're correct. Those clinics are solely for Astrana and one of our affiliate IPAs, participating in the Anthem Blue Cross plan. We expect the ramp-up to be very similar, if not slightly better than the usual ramp-up, because we specifically selected locations for these clinics where we believe there are significant opportunities for both Allied Pacific and Anthem Blue Cross. These sites were chosen strategically, not in areas where we are already fully established, but in locations where we anticipate enhancements in access to high-quality care providers. Given our presence in California and Anthem Blue Cross's presence there, we believe membership at these clinics will increase quite well. We are closely monitoring this as we launch the first clinic and for the additional ones we intend to establish this year.

Thank you. And next we'll go to David Larsen from BTIG. Please go ahead, David.

Hi. All of the health plans have been talking about pressure on their Medicare cost ratio. Like for example, CVS this morning talked about pressures within the exchanges and also Medicaid and then also obviously Medicare Advantage. Part of this is being driven by the conversion to version 28. Just any thoughts there, like, how are you managing through this? It seems like you're managing through it very well. Can you provide a number, a percent for the medical trend that you saw in the quarter? And then, just can you maybe just remind me on the risk-sharing arrangements. When you're not in full risk, how do the dollars flow? Like how much risk does the doc plan hospital you take? Thank you.

Hi, Dave. Thanks for the question. I think we're seeing relatively stable utilization, as we mentioned earlier. As Chan mentioned earlier, low low to mid single-digits depending on line of business relative to last year cost trends and those continue to stabilize for us in of the anticipated uptakes are included in 2024 guidance that you reiterated. And the reasons for that are really the what we believe to be the strength of the Astrana Care model. We've for a long time have not relied on excess revenue capture from a V-28 or risk coding perspective in order to maintain the medical loss ratios that we do. We've had very, very tight integrations between primary and specialty care providers as well as with the hospital ecosystem, especially as we move into full risk arrangements. We think those and more, the hybrid, affiliate and employment model, the access to care that we're providing by building these neighborhood sites, so on and so forth, really have allowed us to moderate utilization and revenue headwinds in a way that others may be struggling a little more with. We believe that's why payers will want to continue working with us, especially as we expand our presence across the United States from coast-to-coast. So, we do think that's part of our advantage and we are continuing to see that low to mid single-digits trend as sustainable and properly accounted for the rest of the year even with things like COVID or the Australian flu portending a worse flu season for us, all things that Chan mentioned earlier.

Great. That's very helpful. Thank you. And then when we think about you taking on more full risk, going from like maybe 60%, I think up to two-thirds or higher. What does that mean in terms of revenue growth? And when I look at your managed lives of like over a million managed lives, are we saying that 60% guess what we're getting at is the revenue growth potential by going to full risk for more lives much higher than what people might think it is? Just any more color there would be great. Thank you.

Dave, in terms of as we move from the 60% to the two-thirds percentage in terms of revenue by year end, we do expect to see that revenue growth as you alluded to. It's built into our revenue forecast for this year. And as we start seeing that membership move over, you will see in a large portion there will also be an equivalent improvement in terms of the number of lives in CP. Is that helpful?

Maybe I can jump in quickly and just note that, today 60% of the revenue, capitated revenue by risk arrangement, breaks down around 60/40 between full risk and partial risk. We've guided for that to be around two-thirds by the end of the year. In terms of membership, because of how we've prioritized, as I mentioned in the past, which members to bring over to full risk first based on the contracts, based on utilization, our knowledge of the patient base, cohort, so on and so forth. Around 28% of the members are in a full risk arrangement by on a membership basis, not on a percentage of capitated revenue basis. You can find some of these details on Slide 9 of our settlement deck for this earnings quarter. So, what that means is, really, we think there's still a long road ahead to continue moving members into risk. We're going to do so prudently, in order to protect margins and make sure that we're able to provide the same standard of care that we're used to providing in the past, and we'll continue to provide updates on a quarterly basis on both revenue percentage of revenue as well as percentage of members that have moved over to full risk.

That's very helpful. Thank you. So what I'm hearing is that as more of those lives move into full risk arrangements, the benefit in the revenue growth from full risk will far surpass what you see at the end of fiscal '24 in terms of the full risk sort of revenue impact. It can keep going much higher in 2025 and beyond as more of those lives convert over to full risk.

Yes, that's correct. That's absolutely correct. And the other thing is around timing as well. If there's a contract that begins halfway through the year or three quarters of the way through the year, the '24 financial year will only record the sub-period and will not include the full impact. So, certainly in '25, you'll see a more fulsome revenue impact from the converting force.

Thank you. And we'll take our next question from Brooks O'Neil from Lake Street Capital. Please go ahead, Brooks.

Good afternoon guys. Nice quarter. I've got a couple of questions and I'm going to try to be sneaky by wrapping three questions into one and my second question, so stay tuned. But number one, I think in your CHS press release you mentioned specifically Centene as a major payer relationship there and then I thought I heard you say earlier on the call that, there were maybe as many as 10 or 12 payers. Just talk a little bit about the opportunity with Centene and the opportunity you see with some of these other payers?

Hi, Brooks. Good to hear from you. Thank you for the question. Yes, that's right. The Collaborative Health Systems asset was acquired from Centene, but it was not a Centene-only asset. It was a payer-agnostic, multi-payer, multi-line of business enabling organization. We believe we collaborate very well with the Centene organization. We have contracts we evaluate the arrangements today, already with them and we plan to jointly expand those relationships in order to serve traditional markets and members in the communities that Centene serves as well. That's something that we look forward to expanding. But at the same time, as I mentioned earlier, it is a payer-agnostic, line of business agnostic organization. So, we do plan to, in addition to that, continue to enable CHS and its providers to serve members across all payer types, and payer partners. I think it's a multipronged approach, Brooks, that will be taken there with CHS.

Makes total sense. Here's my big question and I apologize, but it's required by your operator. When I was young, my parents used to constantly caution me not to let my eyes get bigger than my stomach. I don't know, if your parents use the same phraseology with you when you were young, but you probably know what they were talking about. And I'm curious, as you think about three main things related to your significant business expansion and development. I would love you to reassure me that you're not letting your eyes get bigger than your stomach and you can really manage all of this stuff. So, one thing is the assumption of global risk, which I know you have a lot of experience with. Second thing is your focus on all three of the major market segments which is Medicaid, Commercial and Medicare. And then third is you are relatively aggressive addition of strategic partnerships and acquisitions over the past couple of years. Just help us a little bit to think about your organization and your management team's ability to manage all this stuff and continue to deliver the exceptional results you've been delivering since I got involved a couple of years ago?

Thanks for the questions, Brooks. I appreciate the saying, absolutely is a proverb that I heard both of me growing up as well. We definitely share that common thinking here. I think the way we think about it is, we certainly turned down our share of partnerships, potential acquisitions, and capital deployment opportunities in the past couple of years, especially when there was what we perceived to be a bit spread between what was being demanded based on the market conditions at the time and what we could reliably underwrite, given our care model and structure. I think now that that has changed, and in addition to conditions changing, our capabilities have changed. We feel a lot more comfortable, expanding at the pace that you're now seeing because we have spent the past couple of years building out these systems, the automation, the infrastructure, the teams, the people, and the muscle memory frankly in order to do this in a repeatable way at larger and larger scales. So, you may recall a couple of years ago we were talking about $5 million to $10 million acquisitions, small tuck-ins, small IPA client improvements. Late last year, we talked about CFC, which we've now fully integrated and have had no issues doing so in a pretty seamless fashion. We feel comfortable repeating that muscle, using that muscle memory rather and repeating the motion, the Astrana Flywheel that I talked about earlier, to continue expanding across the market and bringing what we're doing to more communities across the country as is our mission. So, absolutely hear you. We'll continue to make sure that our eyes don't get too aggressive, but we do feel that we are prepared and we've spent a lot of time and energy building infrastructure to make sure we're going to succeed and have a scalable platform.

Awesome. I'll say two things in closing. One is you guys are doing a great job, and two, I know there is an immense opportunity out there and I applaud you for continuing to go after it.

And next, we will take a question from Jack Slevin from Jefferies. Please go ahead, Jack.

Hi, guys. Thanks for taking the question and congrats on solid work this quarter. I'll try to keep these a little on the shorter end, and a lot of my questions have been asked already. Maybe I want to take through with the first one go with CHS, but from a little bit of a different angle. Just wondering if you could give a little more details on sort of the bridge from that current unprofitable state to breakeven next year and sort of what the groundwork is to get there and why you have confidence in it? And then, what it looks like to progress forward from there towards more normalized margins or sort of that target you put out of above $10 million of EBITDA by 2027? Is that sort of business as usual or are things going to be a bit different, just given in different geographies and a little bit different of an asset than some of the others you've integrated in the last couple of years?

Hi, Jack. Thanks for the question. As we said before, we believe in delivering local care in a scalable fashion. And like I spoke about with Brooks second ago, second year we spent a lot of time building out what we believe to be scalable care models, operational systems and technology that allow us to deliver that local care at scale in an efficient way. When we were talking about doing this deal, it was really not a necessarily a scaled book of business, and not necessarily the core market or the core business of the owner. I think provider organizations, provider enablement really is our core competency, and we have built out a lot of tools that will allow us to, at least in the first year, to bridge that breakeven mark, primarily via cost synergies. I talked about earlier in my prepared remarks around year one really focusing on using our operating leverage, using the technology platform and infrastructure to drive savings, investing that into local care capabilities, and then reinvesting those dollars so that in the medium to long-term, there is a lower trend in terms of total cost of care. And that's what we plan to do here with CHS. So to answer your question, the first year, it's really going to be a little bit of maybe low-hanging fruit in terms of clinical, but primarily efficiency improvements driven by our care and enablement platform. We're going to reinvest those dollars into some of those dollars into making sure that we have a long-term sustainable base in these markets, and build out the depth of those markets. And then, over the medium term, we believe that that will drive Medical margin up as it has in other acquisitions, partnerships, that we've done with us.

Got it. Really helpful. Thanks for that, Brandon. And then my second one, just quickly maybe taking it from the deck. I think this is the first time you've called Nevada a core existing market, rather than talking about it as sort of a new entry. And the news that we got there for May and what's going to sort of roll on for the back half of this year in 2025 seems to be along the line of significant momentum there. I guess the question would be, a lot of the sort of boxes have been checked from my perspective for that to look a lot like California. Do you feel that way? And sort of what does it look like in terms of getting that to sustainable profitability and profitability that looks like California? What's left to do there? Is it just a little bit more work beyond '25 or does it feel like you have the density there to sort of weave it into the overall operations? Thanks.

Jack, in terms of Nevada, we as you know, we've been scaling rapidly. We feel very strongly about the market. We've opened up new locations and we've continued to expand in terms of our affiliate provider network in the geography. 2025, we do feel we're going to be over that hump and it is very much turning into a sustainable business.

And we'll take our next question from Michael Ha from Baird. Please go ahead, Michael.

Hi. Thank you and congrats on CHS. Just wanted to ask you another question or a couple of questions on this one. So $450 million of anticipated run rate revenue on 129,000 lives would seemingly imply close to, I think, $300 revenue PMPM. And I know you mentioned CHS has full-risk contracts, but $300 would seem to imply you're taking partial risk on a book that's mostly MA lives. Is that true? And if I'm running the math correctly, assuming 12.5%, 25% target margins on partial risk, the embedded earnings opportunity over three to four years would be around $56 million to $113 million of annualized EBITDA off of, of course, the current $450 million revenue? So wondering if that's roughly in the ballpark. And maybe if I could squeeze one more. The '25 earn out potential, curious what are the targets or specific performance targets tied to?

Michael, great to hear from you. So in terms of your first question, in terms of the lives as well as the revenue PMPM, a large portion of, or a certain portion of those lives are actually MSSP lives and we do not account for the top-line revenue associated with those MSSP lives. So for the value-based care lives, which are Medicare Advantage lives as well as the ACO reach lives, we are recording the revenue. So that's the net of the $450 million. In terms of the MSSP, you would not see the revenue impact. What you will see in terms of revenue on MSSP will really be the net profitability for that book of business. If that works for you, I'll move on to the second part of the question.

Yes, that's great. Thank you. That makes sense.

Okay, great. In terms of the earn-out, we prefer not to get into specific details in terms of the performance targets of the earn-out, but they are focused on aligning both our long-term incentives as well as the partner organization. And we're very excited about this growth chapter, and we're very focused on the integration efforts post close, and look forward to really growing into these new geographies.

Got it. Thank you. And if I may ask another question, maybe two-in-one. In the press release for CHS, you mentioned Astrana and Centene will continue to work together, expand the scope of value-based partnership. Am I reading too much into it? Or, is there a plan that you guys are now going to work more closely, where Centene might increase your alignment with Astrana, perhaps move more of their MA or Medicaid members over to Astra and like full risk global cap? And maybe even just more broadly just given the funding environment in '25, which is a challenge and elevated cost trend. I feel like it's accentuating the need for MA plans to align members to value-based care. I'm wondering if you're seeing any change in appetite from MA payers to really want to accelerate that, increase member attribution into Astrana? In other words, are you seeing, like, this funding environment creating maybe, like, a more favorable member growth pipeline into Astrana?

Yes. I think there are a couple of things, we mean by that. The first is that, Centene and CHS today have a relationship, where they are delegating risk, as well as the delegated function to CHS, which we believe is very innovative, and we would anticipate that to continue post the close of the transaction, similar to how we work with Centene and its subsidiaries today, in California. We think that allows for a great degree of collaboration, data sharing, data visibility, and ultimately better outcomes for patients because of that model. That's something that we're excited about. That's part of that kind of read-through there. We also believe, Centene is going to be a very good partner of ours. They're obviously good partners of CHS's and we think that there is a lot of room to work together, as we already do, to continue serving members in areas where both of our organizations want to better the healthcare delivered to those communities. So, we are looking forward to continuing doing that with Centene, in particular, but also some of the continuing the relationships that CHS already has today.

And we'll take our next question from Craig Jones from Stifel. Please go ahead, Craig.

Thank you. Yes, most of it has already been answered, but maybe with all these new states that you're entering, do you expect you need to do more M&A to build out the provider density in all these new geographies, or do you think you can do it largely organically? Thanks.

Thanks for your question. I believe it will involve a mix of both strategies. We have engaged in significant mergers and acquisitions, and this particular deal met our internal criteria for such actions. If we identify further opportunities to enhance our presence in these new markets quickly, we will pursue them. We remain focused on organic growth and are working to deepen our impact, particularly leveraging the strong brand recognition that CHS and its affiliates enjoy in their local regions. This sets a great foundation for accelerating organic growth in those areas. Therefore, I anticipate a blend of both M&A and organic growth. Chan has previously indicated a specific leverage ratio that we are maintaining this quarter as we look for chances to strategically invest our capital. In the meantime, we see this as a strong starting point for organic expansion in these new states.

And we'll take our next question from Ryan Langston from TD Cowen. Please go ahead, Ryan.

Great. Good evening. Thanks for squeezing me in. Just quickly on kind of this moving more partial risk to full risk. I guess what are those conversations like with your payer partners kind of given the utilization environment and maybe the benefit landscape backdrop? Are they more willing now to maybe give you a higher proportion of premiums than maybe typical we think of 85% or something like that? Or maybe more willing to carve out particular areas of benefits that you might not be able to affect maybe as much. Just wondering what those conversations are like. Thanks.

Hi, Ryan. Thanks for the question. Our conversations with our payer partners are quite collaborative. We're here to support them, help them scale, as well as our goal is to provide our overall comprehensive care model to more and more communities across America. And we're going to do that where we have a certain level of delegation. We have a certain set of rates, rebates, quality payments, division of financial responsibility. So it really varies by payer and we work in collaboration to make it work for all parties involved, the provider that's caring for the member, the member in terms of the net benefits, the payer as well as us.

Thank you. Ladies and gentlemen, this does conclude today's teleconference. We thank you for your participation. You may disconnect your lines at this time and have a great day.