8-K
Astrana Health, Inc. (ASTH)
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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): February 27, 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | 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 February 27, 2025, Astrana Health, Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2024. 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 and Twelve Months Ended December 31, 2024, dated February 27, 2025. |
| 99.2 | Supplemental Data of Astrana Health, Inc., dated February 27, 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: February 27, 2025 | By: | /s/ Brandon K. Sim |
| Name: | Brandon K. Sim | |
| Title: | Chief Executive Officer and President |
Exhibit 99.1
Astrana Health, Inc. Reports Fourth Quarterand Year-End 2024 Results
Company to Host Conference Call on Thursday,February 27, 2025, at 2:30 p.m. PT/5:30 p.m. ET
ALHAMBRA, Calif., February 27, 2025 /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 fourth quarter and year ended December 31, 2024.
“Astrana Health’s strong performance in 2024 highlights the strength of our patient-centered, payer-agnostic platform and our unwavering commitment to delivering high-quality, accessible care. Our significant growth and geographic expansion, alongside robust financial performance, are a direct result of our disciplined execution across the four pillars of the Astrana playbook, " said President and CEO of Astrana, Brandon K. Sim.
"Looking ahead, we remain focused on growing membership sustainably, further improving quality of care for our membership while responsibly managing costs, growing the 73% of our capitated revenue that now comes from full-risk arrangements, and driving operating leverage and integration of recently acquired assets. We are confident that our platform, combined with our proven ability to navigate industry headwinds and a favorable outlook on future reimbursement rates, will continue delivering sustainable, long-term value for all our stakeholders - patients, physicians, providers, payers, and shareholders."
Financial Highlights for Year Ended December 31,2024:
All comparisons are to the year ended December 31,2023 unless otherwise stated.
| • | Total revenue of $2,034.5 million, up 47% from $1,386.7 million |
|---|---|
| • | Care Partners revenue of $1,949.0 million, up 52% from $1,284.1 million |
| --- | --- |
| • | Net income attributable to Astrana of $43.1 million, compared to $60.7 million |
| --- | --- |
| • | Earnings per share - diluted (“EPS - diluted”) of $0.90, compared to $1.29 per share |
| --- | --- |
| • | Adjusted EBITDA^(1)^ of $170.4 million, up 16% from $146.6 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.
Financial Highlights for the Fourth Quarter2024:
All comparisons are to the quarter ended December 31,2023 unless otherwise stated.
| • | Total revenue of $665.2 million, up 88% from $353.0 million |
|---|---|
| • | Care Partners revenue of $647.7 million, up 98% from $326.8 million |
| --- | --- |
| • | Net loss attributable to Astrana of $7.0 million, compared to income of $12.4 million |
| --- | --- |
| • | (Loss) earnings per share - basic and diluted (“EPS - basic and diluted”) of $(0.15), compared<br>to $0.26 per share |
| --- | --- |
| • | Adjusted EBITDA^(1)^ of $35.0 million, up 21% from $29.0 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
| • | In late 2024, Astrana began a Care Enablement partnership with Provider HealthLink, or PHL, a provider<br>network in Georgia. Astrana plans to support PHL in serving approximately 10,000 Medicare Advantage members, and the group is expected<br>to be onboarded onto Astrana's Care Enablement platform in the first half of 2025. |
|---|---|
| • | On February 26, 2025, the Company amended its credit agreement with Truist Bank, in its capacities as<br>administrative agent for the lenders (the “Second Amended and Restated Credit Agreement”). The Second Amended and Restated<br>Credit Agreement provides for (a) a five-year revolving credit facility to the Company of $300.0 million which includes a letter of credit<br>sub-facility of up to $100.0 million and a swingline loan sub-facility of $25.0 million, (b) a five-year term loan A credit facility to<br>the Company of $250.0 million and (c) a five-year delayed draw term loan credit facility to the Company of $745.0 million. The term loan<br>A and revolving credit facilities will be used to, among other things, refinance certain existing indebtedness of the Company and certain<br>subsidiaries, pay transactions costs and expenses arising in connection with the Second Amended and Restated Credit Agreement, and provide<br>for working capital needs and other general corporate purposes, and, in addition to the foregoing, the revolving credit facility will<br>also be used to finance certain future permitted acquisitions and permitted investments and capital expenditures. The delayed draw term<br>loan facility will be used to finance the acquisition of certain assets contemplated by that certain asset and equity purchase agreement,<br>dated November 8, 2024, by and among the Company, Prospect Medical Holdings, Inc., in its capacity as the seller representative, and certain<br>other parties party thereto, and to pay any fees and expenses associated therewith. |
| --- | --- |
| • | Eight of Astrana’s affiliates have been recognized as Elite status recipients in the 2024 Standards<br>of Excellence (“SOE”) survey by America’s Physician Groups (“APG”), attaining the highest Elite five-star<br>status in all categories. This annual comprehensive survey is administered by APG to evaluate which physician groups are best positioned<br>to provide coordinated, patient-centered, and cost-effective care. |
| --- | --- |
| • | On January 17, 2025, the Company repurchased 300,000 shares of the Company’s common stock from Allied<br>Physicians of California ("APC"), pursuant to a stock repurchase agreement, for an aggregate purchase price of approximately<br>$10.6 million, based on a purchase price per share of $35.17, which was the closing price of the Company’s common stock on Nasdaq<br>on the date the agreement was executed. APC is a consolidated affiliate of the Company. |
| --- | --- |
Segment Results for the Year Ended December 31,2024:
All comparisons are to the year ended December 31,2023 unless otherwise stated.
| Years Ended December 31, 2024 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Care Partners | Care Delivery | Care Enablement | Other | Intersegment Elimination | Corporate Costs | Consolidated Total | ||||||||||||
| Total revenues | $ | 1,949,033 | $ | 136,668 | $ | 155,448 | $ | — | $ | (206,609 | ) | $ | — | $ | 2,034,540 | ||||
| % change vs. prior year | 52 | % | 16 | % | 14 | % | |||||||||||||
| Cost of<br> services | 1,633,021 | 109,672 | 83,720 | — | (63,261 | ) | — | 1,763,152 | |||||||||||
| General and administrative^(1)^ | 174,774 | 26,893 | 53,461 | — | (143,433 | ) | 70,343 | 182,038 | |||||||||||
| Total<br> expenses | 1,807,795 | 136,565 | 137,181 | — | (206,694 | ) | 70,343 | 1,945,190 | |||||||||||
| Income<br> (loss) from operations | $ | 141,238 | $ | 103 | $ | 18,267 | $ | — | $ | 85 | ^(2)^ | $ | (70,343 | ) | $ | 89,350 | |||
| % change vs. prior year | 54 | % | (98 | )% | (4 | )% |
^(1)^ Balance includes general and administrative expenses and depreciation and amortization.
^(2)^ Income from operations for the intersegment elimination represents rental income from segments renting from other segments. Rental income is presented within other income which is not presented in the table.
2025 Guidance:
Astrana is providing the following guidance for total revenue and Adjusted EBITDA, based on the Company’s existing business, current view of existing market conditions and assumptions for the year ending December 31, 2025. The following guidance includes approximately $15 million in expected costs associated with continued strategic investments in automation and AI, as well as ongoing and expected integration costs associated with planned acquisitions, but does not include contributions from any acquisitions which have not yet closed.
| 2025 Guidance Range | ||||
|---|---|---|---|---|
| ($ in millions) | Low | High | ||
| Total revenue | $ | 2,500 | $ | 2,700 |
| Adjusted EBITDA | $ | 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 (February 27, 2025), during which management will discuss the results of the fourth quarter and year ended December 31, 2024. 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=VvYSvHe6
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.
Note About Stockholders’ Equity,Certain Treasury Stock and Earnings Per Share
As of the date of this press release, 41,048 holdback shares have not been issued to certain former shareholders of the Company’s subsidiary, Astrana Health Management, Inc. (“AHM”), formerly known as Network Medical Management, Inc., who were AHM shareholders at the time of closing of the merger, as they have yet to submit properly completed letters of transmittal to Astrana in order to receive their pro rata portion of Astrana’s common stock and warrants 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.
Shares of Astrana’s common stock owned by Allied Physicians of California, a Professional Medical Corporation (“APC”), a VIE of the Company, are legally issued and outstanding but excluded from shares of common stock outstanding in the Company’s consolidated financial statements, as such shares are treated as treasury shares for accounting purposes. Such shares, therefore, are not included in the number of shares of common stock outstanding used to calculate the Company’s earnings per share.
About Astrana Health, Inc.
Astrana Health, Inc. (“Astrana”) is a leading physician-centric, technology-powered, risk-bearing healthcare management company. Leveraging its proprietary population health management and healthcare delivery platform, Astrana operates an integrated, value-based healthcare model, which aims to empower the providers in its network to deliver the highest quality of care to its patients in a cost-effective manner. Together with our affiliated physician groups and consolidated entities, we provide coordinated outcomes-based medical care in a cost-effective manner.
Headquartered in Alhambra, California, Astrana serves over 10,000 providers and approximately 1.1 million patients in value-based care arrangements. Its subsidiaries and affiliates include management services organizations (MSOs), a network of risk-bearing organizations ("RBOs") that encompasses independent practice associations ("IPAs"), accountable care organizations ("ACOs"), and state-specific entities such as Restricted Knox-Keene licensed health plans in California, and care delivery entities across primary, multi-specialty, and ancillary care. For more information, please visit www.astranahealth.com.
Forward-Looking Statements
This press release contains forward-lookingstatements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements about the Company’s guidancefor the year ending December 31, 2025, ability to meet operational goals, ability to meet expectations in deployment of care coordinationand management capabilities, ability to decrease cost of care while improving quality and outcomes, ability to deliver sustainable revenueand EBITDA growth as well as long-term value, ability to respond to the changing environment, and successful implementation of strategicgrowth plans, acquisition strategy, and merger integration efforts. Forward-looking statements reflect current views with respect to futureevents and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certainassumptions of the Company’s management, and some or all of such expectations and assumptions may not materialize or may vary significantlyfrom 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, withoutlimitation the risk factors discussed in the Company’s last Annual Report on Form 10-K and any subsequent quarterly reports on Form10-Q filed with the SEC. 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, futuredevelopments or otherwise, except as may be required by any applicable securities laws.
FOR MORE INFORMATION, PLEASE CONTACT:
Investor Relations
(626) 943-6491
Asher Dewhurst, ICR Westwicke
investors@astranahealth.com
ASTRANA HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
| December 31, 2024 | December 31, 2023 | ||||
|---|---|---|---|---|---|
| (Unaudited) | |||||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | $ | 288,455 | $ | 293,807 | |
| Investment in marketable securities | 2,378 | 2,498 | |||
| Receivables, net | 226,739 | 76,780 | |||
| Receivables, net – related parties | 50,257 | 58,980 | |||
| Income taxes receivable | 19,316 | 10,657 | |||
| Other receivables | 3,656 | 1,335 | |||
| Prepaid expenses and other current assets | 22,861 | 17,450 | |||
| Total current assets | 613,662 | 461,507 | |||
| Non-current assets | |||||
| Property and equipment, net | 14,274 | 7,171 | |||
| Intangible assets, net | 126,179 | 71,648 | |||
| Goodwill | 437,651 | 278,831 | |||
| Income taxes receivable | 15,943 | 15,943 | |||
| Loans receivable, non-current | 51,266 | 26,473 | |||
| Investments in other entities – equity method | 39,319 | 25,774 | |||
| Investments in privately held entities | 8,896 | 6,396 | |||
| Restricted cash | 646 | 345 | |||
| Operating lease right-of-use assets | 32,601 | 37,396 | |||
| Other assets | 16,021 | 1,877 | |||
| Total non-current assets | 742,796 | 471,854 | |||
| Total assets^(1)^ | $ | 1,356,458 | $ | 933,361 | |
| Liabilities, Mezzanine Deficit, and Stockholders’ Equity | |||||
| Current liabilities | |||||
| Accounts payable and accrued expenses | $ | 114,650 | $ | 59,949 | |
| Fiduciary accounts payable | 8,223 | 7,737 | |||
| Medical liabilities | 209,039 | 106,657 | |||
| Dividend payable | 638 | 638 | |||
| Finance lease liabilities | 554 | 646 | |||
| Operating lease liabilities | 5,350 | 4,607 | |||
| Current portion of long-term debt | 9,375 | 19,500 | |||
| Other liabilities | 19,343 | 18,940 | |||
| Total current liabilities | 367,172 | 218,674 | |||
| December 31, 2023 | |||||
| --- | --- | --- | --- | --- | --- |
| Non-current liabilities | |||||
| Deferred tax liability | 4,555 | 4,072 | |||
| Finance lease liabilities, net of current portion | 607 | 1,033 | |||
| Operating lease liabilities, net of current portion | 30,654 | 36,289 | |||
| Long-term debt, net of current portion and deferred financing costs | 425,299 | 258,939 | |||
| Other long-term liabilities | 14,003 | 3,586 | |||
| Total non-current liabilities | 475,118 | 303,919 | |||
| Total liabilities(1) | 842,290 | 522,593 | |||
| Commitments and contingencies | |||||
| Mezzanine deficit | |||||
| Non-controlling interest in Allied Physicians of California, a Professional<br> Medical Corporation (“APC”) | (202,558 | ) | (205,883 | ) | |
| Stockholders’ equity | |||||
| Preferred stock, 0.001 par value per share; 5,000,000 shares authorized as of December 31, 2024 and December 31, 2023 | |||||
| Series A Preferred stock, zero authorized and issued and zero outstanding as of December 31, 2024 and 1,111,111 authorized and issued and zero outstanding as of December 31, 2023 | — | — | |||
| Series B Preferred stock, zero authorized and issued and zero outstanding as of December 31, 2024 and 555,555 authorized and issued and zero outstanding as of December 31, 2023 | — | — | |||
| Common stock, 0.001 par value per share; 100,000,000 shares authorized, 47,929,872 and 46,843,743 shares issued and outstanding, excluding 10,603,849 and 10,584,340 treasury shares, as of December 31, 2024 and December 31, 2023, respectively | 48 | 47 | |||
| Additional paid-in capital | 426,389 | 371,037 | |||
| Retained earnings | 286,283 | 243,134 | |||
| Total stockholders’ equity | 712,720 | 614,218 | |||
| Non-controlling interest | 4,006 | 2,433 | |||
| Total equity | 716,726 | 616,651 | |||
| Total liabilities, mezzanine deficit, and stockholders’ equity | 1,356,458 | $ | 933,361 |
All values are in US Dollars.
^(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 $761.4 million and $540.8 million as of December 31, 2024 and December 31, 2023, 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 $253.7 million and $146.0 million as of December 31, 2024 and December 31, 2023, respectively. These VIE balances do not include $224.9 million of investment in affiliates and $48.5 million of amounts due to affiliates as of December 31, 2024, and $273.2 million of investment in affiliates and $107.3 million of amounts due to affiliates as of December 31, 2023, as these are eliminated upon consolidation and not presented within the condensed consolidated balance sheets.
ASTRANA HEALTH, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
| Three Months Ended<br> December 31, | Year Ended<br> December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenue | ||||||||||||
| Capitation, net | $ | 616,900 | $ | 309,184 | $ | 1,856,785 | $ | 1,215,614 | ||||
| Risk pool settlements and incentives | 28,660 | 14,863 | 86,224 | 63,468 | ||||||||
| Management fee income | 5,550 | 6,390 | 13,979 | 38,677 | ||||||||
| Fee-for-service, net | 7,743 | 18,442 | 62,331 | 59,658 | ||||||||
| Other revenue | 6,356 | 4,157 | 15,221 | 9,244 | ||||||||
| Total revenue | 665,209 | 353,036 | 2,034,540 | 1,386,661 | ||||||||
| Operating expenses | ||||||||||||
| Cost of services, excluding depreciation and amortization | 614,730 | 314,055 | 1,763,152 | 1,171,703 | ||||||||
| General and administrative expenses | 41,633 | 37,949 | 154,111 | 112,597 | ||||||||
| Depreciation and amortization | 8,126 | 4,902 | 27,927 | 17,748 | ||||||||
| Total expenses | 664,489 | 356,906 | 1,945,190 | 1,302,048 | ||||||||
| Income from operations | 720 | (3,870 | ) | 89,350 | 84,613 | |||||||
| Other income (expense) | ||||||||||||
| Income from equity method investments | 1,564 | 2,475 | 4,451 | 5,579 | ||||||||
| Interest expense | (8,069 | ) | (5,422 | ) | (33,097 | ) | (16,102 | ) | ||||
| Interest income | 3,221 | 4,591 | 14,508 | 14,208 | ||||||||
| Unrealized gain (loss) on investments | 316 | 1,294 | 731 | (4,581 | ) | |||||||
| Other income | 353 | 1,856 | 4,875 | 6,121 | ||||||||
| Total other (expense) income, net | (2,615 | ) | 4,794 | (8,532 | ) | 5,225 | ||||||
| (Loss) income before provision for income taxes | (1,895 | ) | 924 | 80,818 | 89,838 | |||||||
| Provision for income taxes | 5,882 | 1,018 | 30,886 | 31,989 | ||||||||
| Net (loss) income | (7,777 | ) | (94 | ) | 49,932 | 57,849 | ||||||
| Net (loss) income attributable to noncontrolling interests | (826 | ) | (12,450 | ) | 6,783 | (2,868 | ) | |||||
| Net (loss) income attributable to Astrana Health, Inc. | $ | (6,951 | ) | $ | 12,356 | $ | 43,149 | $ | 60,717 | |||
| (Loss) earnings per share – basic | $ | (0.15 | ) | $ | 0.26 | $ | 0.91 | $ | 1.30 | |||
| (Loss) earnings per share – diluted | $ | (0.15 | ) | $ | 0.26 | $ | 0.90 | $ | 1.29 |
EBITDA
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 and years ended December 31, 2024 and 2023. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.
| Three Months Ended<br> December 31, | Year Ended<br> December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Net (loss) income | $ | (7,777 | ) | $ | (94 | ) | $ | 49,932 | $ | 57,849 | ||||||
| Interest expense | 8,069 | 5,422 | 33,097 | 16,102 | ||||||||||||
| Interest income | (3,221 | ) | (4,591 | ) | (14,508 | ) | (14,208 | ) | ||||||||
| Provision for income taxes | 5,882 | 1,018 | 30,886 | 31,989 | ||||||||||||
| Depreciation and amortization | 8,126 | 4,902 | 27,927 | 17,748 | ||||||||||||
| EBITDA | $ | 11,079 | $ | 6,657 | $ | 127,334 | $ | 109,480 | ||||||||
| Income from equity method investments | (1,564 | ) | (1,989 | ) | (4,451 | ) | (5,149 | ) | ||||||||
| Other, net | 10,288 | ^(4)^ | 4,721 | ^(5)^ | 12,951 | ^(2)^ | 6,228 | ^(3)^ | ||||||||
| Stock-based compensation | 15,235 | 8,676 | 34,536 | 22,040 | ||||||||||||
| APC excluded assets costs | — | 10,949 | — | 13,988 | ||||||||||||
| Adjusted EBITDA | $ | 35,038 | $ | 29,014 | $ | 170,370 | $ | 146,587 | ||||||||
| Total Revenue | $ | 665,209 | $ | 353,036 | $ | 2,034,540 | $ | 1,386,661 | ||||||||
| Adjusted EBITDA margin^(1)^ | 5 | % | 8 | % | 8 | % | 11 | % | ||||||||
| ^(1)^ | The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue. | |||||||||||||||
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| ^(2)^ | Other, net for the year ended December 31, 2024 relates to transaction costs incurred for our investments<br>and tax restructuring fees, anticipated recoveries from one time losses relating to third party payer payments associated with the Collaborative<br>Health Systems, LLC (“CHS”) transaction, financial guarantee via a letter of credit that we provided almost three years ago<br>in support of two local provider-led ACOs, reimbursement from a related party of the Company for taxes associated with the December 2023<br>Excluded Assets Spin-off, non-cash gain on debt extinguishment related to one of our promissory note payables, non-cash realized loss<br>from sale of one of our marketable equity securities, non-cash changes related to change in the fair value of our call option, change<br>in the fair value of our financing obligation to purchase the remaining equity interests in one of our investments, changes in the fair<br>value of our contingent liabilities, and changes in the fair value of the Company's Collar Agreement. | |||||||||||||||
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| ^(3)^ | Other, net for the year ended December 31, 2023 consists of nonrecurring transaction costs and tax<br>restructuring fees incurred, non-cash gains and losses related to the changes in the fair value of our financing obligation to purchase<br>the remaining equity interests, contingent liabilities, and the Company's Collar Agreement relating to interest on the Revolver Loan,<br>and excise tax related to a nonrecurring buyback of the Company’s stock from APC. | |||||||||||||||
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| ^(4)^ | Other, net for the three months ended December 31, 2024 relates to transaction costs incurred for<br>our investments, to anticipated recoveries from one time losses relating to third party payer payments associated with the CHS transaction,<br>and non-cash change in the fair value of our call option. | |||||||||||||||
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| ^(5)^ | Other, net for the three months and year ended December 31, 2023 consists of nonrecurring transaction<br>costs and tax restructuring fees incurred, non-cash gains and losses related to the changes in the fair value of our financing obligation<br>to purchase the remaining equity interests, contingent liabilities, and the Company's Collar Agreement, and excise tax related to a nonrecurring<br>buyback of the Company’s stock from APC. | |||||||||||||||
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Guidance Reconciliation of Net Income toEBITDA and Adjusted EBITDA
| 2025 Guidance Range | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | Low | High | ||||
| Net income | $ | 62,500 | $ | 73,500 | ||
| Interest expense, net | 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 |
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, stock-based compensation, and APC excluded assets costs. 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.
Exhibit 99.2
| February 2025<br>Fourth Quarter &<br>Full Year 2024<br>Earnings Supplement |
|---|
| 2<br>Forward Looking Statements<br>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.<br>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<br>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,<br>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,”<br>“may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,” “believe,” “plan,” “envision,” “intend,” “continue,” “target,” “seek,” “will,” “would,” and the negative of such terms, other<br>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<br>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<br>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,<br>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<br>Company’s last Annual Report on Form 10-K and any subsequent quarterly reports on Form 10-Q filed with the SEC.<br>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<br>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<br>update any forward-looking statement, as a result of new information, future events or otherwise.<br>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<br>representation or warranty, express or implied, with respect to the accuracy, reasonableness or completeness of such information.<br>Use of Non-GAAP Financial Measures<br>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<br>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<br>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<br>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<br>method investments, non-recurring and non-cash transactions, stock-based compensation, and APC excluded assets costs. Beginning in the third quarter ended September 30, 2022, the Company has<br>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.<br>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<br>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<br>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<br>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<br>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<br>purposes. The reconciliation between certain GAAP and non-GAAP measures is provided in the Appendix.<br>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<br>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<br>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<br>uncertain and depend on various factors, some of which are outside of the Company’s control. |
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| 3<br>$353.0<br>$665.2<br>Q4 2023 Q4 2024<br>$1,386.7<br>$2,034.5<br>2023 2024<br>$29.0<br>$35.0<br>Q4 2023 Q4 2024<br>Q42024<br>Financial<br>Results<br>Revenue $665.2<br>Net Loss attr. to<br>ASTH $(7.0)<br>Adjusted EBITDA1 $35.0<br>EPS – Diluted $(0.15)<br>1. See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA and “Use of Non-GAAP Financial Measures” slides for more information.<br>Revenue<br>Adjusted EBITDA<br>88%<br>21%<br>Fourth Quarter & FY 2024 Performance Highlights<br>($ in millions, except for per share information)<br>$146.6<br>$170.4<br>2023 2024<br>Adjusted EBITDA - FY<br>16%<br>Revenue - FY<br>47% |
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| 4<br>Growth<br>FY 2024 Highlights and Recent Updates<br>Risk Progression<br>Increasing alignment through total cost of care<br>responsibility in value-based arrangements<br>73% of total capitation revenue came from full risk by the end of 2024<br>33% of Care Partners members in full risk arrangements<br>Outcomes and Cost<br>Achieving superior patient outcomes while<br>managing cost<br>Approx. three quarters of our senior members received an annual wellness<br>visit<br>YoY improvement in gap closure rates and STAR ratings across key quality<br>metrics including blood pressure control and hemoglobin A1C<br>5.3% blended utilization trend across all lines of business<br>Operating Leverage<br>Driving operating leverage across our business<br>through our Care Enablement suite<br>Began a Care Enablement partnership with Provider HealthLink, a provider<br>network in Georgia serving approximately 10,000 Medicare Advantage<br>members; onboarding expected to be complete in first half of 2025<br>Continuing investments made in automation and AI expected to yield at least<br>$10 million in annual operating efficiencies by early 2026<br>Growth<br>Sustainably growing membership to bring better<br>care to more Americans<br>55% membership growth in our Care Partners segment<br>Organically entered new markets in central California, Arizona, and Hawaii<br>Closed Collaborative Health Systems acquisition; integration to be substantially<br>completed by April 2025<br>Announced intended Prospect Health acquisition; pro -forma footprint spans 13<br>states |
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| 5<br>Nevada Texas<br>Note: For more information, see “Use of Non-GAAP Financial Measures“ slides for more information<br>Source: U.S. Census Bureau; population data as of each respective year; Centers for Medicare and Medicaid Services, Office of the Actuary, National Health Statistics Group<br>1. Collaborative Health System<br>Growth<br>700+ providers within Care Partners<br>58% growth year over year in Care Delivery visits<br>Run rate approximately $(200k) adj. EBITDA / month<br>Expect to reach run -rate break even in early 2025<br>Clark 2.3M pop.<br>3,400+ providers within Care Partners serving over<br>10,000 Medicare Advantage (MA) lives<br>CHS1 IPAs on Care Enablement platform as of Q1 ‘25<br>On track to reach breakeven in 2025<br>Tarrant 2.2M pop.<br>Harris 4.8M pop.<br>Jefferson 0.25M pop.<br>Entered in Q4 2022 Entered in Q3 2023<br>New market highlights: We continue to progress towards profitability<br>in Texas and Nevada |
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| 6<br>Prudently transitioning to full-risk contracts to better align incentives<br>around patient outcomes and improve unit economics<br>Projected<br>Full-risk<br>Partial-risk<br>1. Revenue for the quarter ended December 31, 2024<br>2. Revenue by risk arrangement represents capitation revenue only<br>3. Members by risk arrangement represent Care Partners membership only as of January 1, 2025<br>Members by Risk<br>Arrangement3<br>35%<br>47%<br>73% 79%<br>100%<br>65%<br>53%<br>27% 21%<br>2021 2022 2023 2024 2025E<br>33%<br>67%<br>2024<br>Capitated Revenue by Risk Arrangement2<br>Our partial-risk membership presents an embedded opportunity for increased platform value and risk alignment.<br>We succeed in these contracts by continuing to drive positive patient outcomes.<br>Risk Progression<br>1 |
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| 7<br>93% 4%<br>1%<br>1%<br>1%<br>Capitation, net Risk Pool Settlements & Incentives Management Fee Income Fee-for-service, net Other Income<br>Revenue by Type1<br>1. Revenue for the quarter ended December 31, 2024<br>2. Revenue by risk arrangement represents capitation revenue only<br>3. Members by risk arrangement represent Care Partners membership only as of January 1, 2025<br>64% 29% 6%1%<br>Medicare Medicaid Commercial Other Third Parties<br>Revenue By Payer Type1<br>73% 27%<br>Full-risk Partial-risk<br>Revenue by Risk Arrangement1,2<br>33% 67%<br>Full-risk Partial-risk<br>Members by Risk Arrangement3<br>75-85% of cap. revenue anticipated from full-risk exiting 2025<br>Our Value-Based Care Business is Diverse |
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| 8<br>Q4 2024<br>Financial Results<br>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<br>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<br>2. FY 2025 guidance does not include new markets or contribution from any acquisitions which have not yet closed; does include approximately $15M of planned investments in integration, growth<br>initiatives, and AI initiatives.<br>($ in millions, except for per share information)<br>Actual FY 2024<br>Results<br>FY 2025 Guidance<br>Range2<br>Total Revenue $2,034.5 $2,500 - $2,700<br>Adjusted EBITDA2 $170.4 $170 - $190<br>Revenue $665.2<br>Adjusted EBITDA1 $35.0<br>FY2025 Guidance |
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| 9<br>Note: For more information, see “Reconciliation of Net Income to EBITDA and Adjusted EBITDA”, “Updated Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA”, and “Use of Non-GAAP Financial Measures“ slides for more information<br>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<br>2. FY 2025 guidance does not include new markets or contribution from any acquisitions which have not yet closed; does include approximately $15M of planned investments in integration, growth<br>initiatives, and AI initiatives.<br>Revenue ($ in millions) Adj. EBITDA ($ in millions)<br>$561 $687 $774<br>$1,144<br>$1,387<br>$2,035<br>2019 2020 2021 2022 2023<br>~29% CAGR<br>2024<br>$54.2<br>$102.8<br>$133.5 $140.0 $146.6<br>$170.4<br>2019 20202 20212 20222 20232 2024<br>~22% CAGR<br>Financial Profile<br>2025E<br>$2,500 -<br>$2,700<br>$170-<br>$190<br>2025E3 |
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| 10<br>Year over Year Segment Revenue<br>Revenue<br>$ in millions<br>Q4 2023<br>Q1 2024<br>Q2 2024<br>Q3 2024<br>Q4 2024<br>Care Partners<br>High-performing network<br>of aligned providers<br>$326.8<br>$382.3<br>$463.3<br>$455.8<br>$647.7<br>Care Delivery<br>High-quality system of<br>employed providers<br>$38.1<br>$30.7<br>$34.9<br>$34.7<br>$36.4<br>Care Enablement<br>Full-stack tech, clinical,<br>and operations platform<br>$33.4<br>$33.3<br>$36.2<br>$40.9<br>$45.1<br>Other<br>$0.2<br>$0.0<br>$0.0<br>$0.0<br>$0.0<br>Inter-company<br>$(45.5)<br>$(42.0)<br>$(48.0)<br>$(52.7)<br>$(63.9)<br>Total<br>$353.0<br>$404.4<br>$486.3<br>$478.7<br>$665.2<br>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<br>presented net of intrasegment eliminations. |
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| 11<br>Building the premier, patient-centered healthcare<br>platform for all<br>Note: Assumes the closing of the proposed acquisition of Prospect Health; All financial and membership information shown on page are approximations and are rounded.<br>1. Members in value-based care arrangements<br>2. Financials shown on page based on pro forma 2024 management estimates<br>3. Based on $170 million per Astrana’s Adjusted EBITDA and Prospect’s estimated Adjusted EBITDA of $94 million for calendar year 2024<br>13<br>States<br>1.7M<br>VBC<br>Members1<br>$3.3B<br>2024 PF Revenue2<br>$264M<br>2024 PF Adj.<br>EBITDA2,3<br>20k+<br>Care Partners Care Delivery Care Enablement Providers<br>Outcomes and Cost<br>Achieving superior patient outcomes while<br>managing cost<br>Growth<br>Sustainably growing membership to bring<br>better care to more Americans<br>Risk Progression<br>Increasing alignment through total cost of care<br>responsibility in value-based arrangements<br>Operating Leverage<br>Driving operating leverage across our business<br>through our Care Enablement suite<br>Growth |
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| 12<br>Selected Financial Results |
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| 13<br>Three Months Ended December 31, Twelve Months Ended December 30,<br>$ in thousands except per share data 2024 2023 2024 2023<br>Revenue<br>Capitation, net $ 616,900 $ 309,184 $ 1,856,785 $ $1,215,614<br>Risk pool settlements and incentives 28,660 14,863 86,224 63,468<br>Management fee income 5,550 6,390 13,979 38,677<br>Fee-for-service, net 7,743 18,442 62,331 59,658<br>Other revenue 6,356 4,157 15,221 9,244<br>Total revenue 665,209 353,036 2,034,540 1,386,661<br>Total expenses 664,489 356,906 1,945,190 1,302,048<br>Income (loss)from operations 720 (3,870) 89,350 84,613<br>Net (loss) income $ (7,777) $ (94) $ 49,932 $ 57,849<br>Net (loss) income attributable to noncontrolling interests (826) (12,450) 6,783 (2,868)<br>Net (loss) income attributable to Astrana Health $ (6,951) $ 12,356 $ 43,149 $ 60,717<br>Earnings per share – diluted $ (0.15) $ 0.26 $ 0.90 $ 1.29<br>EBITDA1 $ 11,079 $ 6,657 $ 127,334 $ 109,480<br>Adjusted EBITDA1 $ 35,038 $ 29,014 $ 170,370 $ 146,587<br>1. See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” slides for more information.<br>Summary of Selected Financial Results |
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| 14<br>$ in thousands Care<br>Partners<br>Care<br>Delivery<br>Care<br>Enablement Other Intersegment<br>Elimination<br>Corporate<br>Costs<br>Consolidated<br>Total<br>Total revenues $ 647,678 36,364 45,074 - (63,905) - 665,211<br>% change vs prior year quarter 98% (5%) 35% 88%<br>Cost of services 583,584 29,512 26,806 - (25,170) - 614,732<br>General and administrative expenses1 45,161 6,979 16,736 - (38,241) 19,623 49,758<br>Total expenses 628,245 36,491 43,542 - (63,411) 16,882 664,490<br>Income (loss) from operations $ 18,933 (127) 1,532 - (6)2 (19,623) 721<br>% change vs prior year quarter 1,437% (101%) (304%) (119%)<br>For the three months ended December 31, 2024<br>1. Balance includes general and administrative expenses and depreciation and amortization.<br>2. Income from operations for the intersegment elimination represents rental income from segments renting from other segments. Rental income is presented within other<br>income, which is not presented in the table.<br>Segment Results |
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| 15<br>$ in millions 12/31/2024 12/31/2023 $ Change<br>Cash and cash equivalents and<br>investments in marketable<br>securities1<br>$290.8 $296.3 $(5.5)<br>Working capital $246.5 $242.8 $3.7<br>Total stockholders’ equity $716.7 $616.7 $100.0<br>1. Excluding restricted cash<br>Balance Sheet Highlights |
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| 16<br>Three Months Ended December 31, Twelve Months Ended December 31,<br>$ in thousands 2024 2023 2024 2023<br>Net Income $ (7,777) $ (94) $ 49,932 $ 57,849<br>Interest Expense 8,069 5,422 33,097 16,102<br> Interest income (3,221) (4,591) (14,508) (14,208)<br> Provision for income taxes 5,882 1,018 30,886 31,989<br> Depreciation and amortization 8,126 4,902 27,927 17,748<br>EBITDA 11,079 6,657 127,334 109,480<br>Income from equity method investments (1,564) (1,989) (4,451) (5,149)<br>Other, net 10,2884 4,721<br>5 12,9512 6,2283<br>Stock-based compensation 15,235 8,676 34,536 22,040<br>APC excluded assets costs - 10,949 - 13,988<br>Adjusted EBITDA $ 35,038 $ 29,014 $ 170,370 $ 146,587<br>Adjusted EBITDA margin1 5% 8% 8% 11%<br>1.The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue. 2.Other, net for the year ended December 31, 2024 relates to transaction costs incurred for our investments and tax restructuring fees, anticipated<br>recoveries from one time losses relating to third party payer payments associated with the Collaborative Health Systems, LLC (“CHS”) transaction, financial guarantee via a letter of credit that we provided almost three years ago in<br>support of two local provider-led ACOs, 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<br>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, change in the fair value of our financing obligation to purchase the<br>remaining equity interests in one of our investments, changes in the fair value of our contingent liabilities, and changes in the fair value of the Company's Collar Agreement. 3. Other, net for the year ended December 31, 2023 consists of<br>nonrecurring transaction costs and tax restructuring fees incurred, non-cash gains and losses related to the changes in the fair value of our financing obligation to purchase the remaining equity interests, contingent liabilities, and the<br>Company's Collar Agreement relating to interest on the Revolver Loan, and excise tax related to a nonrecurring buyback of the Company’s stock from APC. 4.Other, net for the three months ended December 31, 2024 relates to<br>transaction costs incurred for our investments, to anticipated recoveries from one time losses relating to third party payer payments associated with the CHS transaction, and non-cash change in the fair value of our call option. 5.Other,<br>net for the three months and year ended December 31, 2023 consists of nonrecurring transaction costs and tax restructuring fees incurred, non-cash gains and losses related to the changes in the fair value of our financing obligation to<br>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.<br>Reconciliation of Net Income to EBITDA & Adjusted<br>EBITDA |
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| 17<br>For the twelve months ended Year Ended<br>$ in millions 2024 2023 2022 2021 2020 2019<br>Net Income $ 49.9 $ 57.8 $ 45.7 $ 46.1 $ 122.1 $ 15.8<br>Interest expense 33.1 16.1 7.9 5.4 9.5 4.7<br>Interest income (14.5) (14.2) (2.0) (1.6) (2.8) (2.0)<br>Provision for income taxes 30.9 32.0 40.9 31.7 56.3 10.0<br>Depreciation and<br>amortization 27.9 17.7 17.5 17.5 18.4 18.3<br>EBITDA1 127.3 109.5 110.1 99.1 203.5 46.8<br>Goodwill impairment - - - - - 2.0<br>Income (loss) from equity<br>method investments (4.5) (5.1) (5.7)6 5.36 (0.3) 6 2.9<br>Gain on sale of equity method<br>investment - - - (2.2) - -<br>Other, net 13.07 6.22 3.33 (1.7) 4 (0.5) 4 -<br>Stock-based compensation 34.5 22.0 16.1 6.7 3.4 0.9<br>APC excluded assets costs - 14.0 16.26 26.46 (103.3) 6 1.5<br>Adjusted EBITDA1 $ 170.4 $ 146.6 $ 140.0 $ 133.5 $ 102.8 $ 54.2<br>Net Revenue $ 2,034.5 $ 1,386.7 $ 1,144.2 $ 773.9 $ 687.2 $ 560.6<br>Adjusted EBITDA Margin5 8% 11% 12% 17% 15% 10%<br>1. See “Use of Non-GAAP Financial Measures” slide for more information; 2. Other, net for the year ended December 31, 2023 consists of nonrecurring transaction costs and tax restructuring fees incurred, non-cash gains and losses related to<br>the 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<br>APC.; 3. Other, net for the year ended December 31, 2022 consists of one-time transaction costs incurred and non-cash gains and losses related to the changes in the fair value of our financing obligation to purchase the remaining equity<br>interests and contingent considerations.; 4. Other, net for the years ended December 31, 2021 and 2020 relate to COVID-19 relief payments recognized in 2021 and 2020; 5. The Company defines Adjusted EBITDA margin as Adjusted EBITDA<br>over total revenue; 6. 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; 7. Other, net for the year ended<br>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 Collaborative Health Systems, LLC<br>(“CHS”) transaction, financial guarantee via a letter of credit that we provided almost three years ago in support of two local provider-led ACOs, reimbursement from a related party of the Company for taxes associated with the December<br>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<br>value of our call option, change in the fair value of our financing obligation to purchase the remaining equity interests in one of our investments, changes in the fair value of our contingent liabilities, and changes in the fair value of the Company's<br>Collar Agreement<br>Reconciliation of Net Income to EBITDA & Adjusted<br>EBITDA (continued) |
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| 18<br>Note: See “Use of Non-GAAP Financial Measures” slide for more information.<br>2025 Guidance Range<br>(in thousands, $) Low High<br>Net Income 62,500 73,500<br>Interest expense 16,000 19,000<br>Provision for income taxes 34,000 40,000<br>Depreciation and amortization 32,500 32,500<br>EBITDA 145,000 165,000<br>Loss (income) from equity method<br>investments (5,500) (5,500)<br>Other, net 9,500 9,500<br>Stock-based compensation 21,000 21,000<br>Adj. EBITDA 170,000 190,000<br>Guidance Reconciliation of Net Income to EBITDA &<br>Adjusted EBITDA |
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| Investor Relations<br>Asher Dewhurst<br>(626) 943-6491<br>investors@astranahealth.com |
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