XML 18 R11.htm IDEA: XBRL DOCUMENT
v3.25.1

Business Combinations and Goodwill | 3 Months Ended
--- | ---
Mar. 31, 2025
Business Combination and Asset Acquisition [Abstract] |
Business Combinations and Goodwill | 3. Business Combinat ions and Goodwill As of March 31, 2025, the Company finalized the purchase price allocation for Advanced Health Management Systems, L.P. (“AHMS”) and is in the process of finalizing Collaborative Health Systems, LLC, Golden Triangle Physician Alliance, and Heritage Physician Networks (collectively, “CHS”). Therefore, the balances were subject to change as a result of any working capital adjustments, primarily for the finalization of medical liabilities and CHS’ participation in government savings programs for the 2024 performance year. As of March 31, 2025, measurement period adjustments impacted receivables, net, other receivables, accounts payable and accrued expenses, and medical liabilities with a net decrease of $2.9 million to goodwill. AHMS On March 31, 2024, the Company, through its wholly owned subsidiary, purchased all of the outstanding general and limited partnership interests of AHMS. AHMS’s wholly owned subsidiary operates a Restricted Knox-Keene licensed health plan in Los Angeles, California. The total consideration for the acquisition was $60.9 million, consisting of $63.9 million cash funded upon the close date and $3.0 million due from the seller based on estimated working capital adjustments. The consideration is subject to changes based on working capital adjustments, which are settled within one year from the close date as per the purchase agreement. The following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed at the acquisition date (in thousands):
|  | AHMS |
Total purchase consideration: |  |  |
Cash paid |  | $ | 63,935 |
Purchase price due from seller |  |  | (2,995 | )
|  | $ | 60,940 |
Assets: |  |  |
Cash and cash equivalents |  | $ | 33,950 |
Receivables |  |  | 11,007 |
Prepaid expenses and other current assets |  |  | 36 |
Intangible assets |  |  | 23,600 |
Goodwill |  |  | 25,571 |
Restricted cash |  |  | 300 |
Total assets acquired |  | $ | 94,464 |
Liabilities: |  |  |
Accounts payable and accrued expenses |  | $ | 13,001 |
Medical liabilities |  |  | 14,093 |
Deferred tax liability |  |  | 6,430 |
Total liabilities assumed |  | $ | 33,524 |
Total net assets acquired |  | $ | 60,940 |
CHS On October 4, 2024, the Company and its affiliated professional entity acquired all of the outstanding membership interest relating to CHS. CHS partners with independent providers in caring for over 129,000 Medicare members across 17 states. CHS provides comprehensive support for its physician partners by providing management services, risk contracting, and population health capabilities, including actionable data and other tools, to deliver care coordination and closure of gaps in care. CHS provides additional services to secure and deliver favorable value-based contracts with commercial and other health plans. Total consideration for the acquisition was $47.5 million, consisting of $35.3 million cash funded upon the close date, $6.9 million due to the seller based on estimated working capital adjustments, contingent consideration fair valued at $5.2 million, and $0.1 million of replacement restricted stock awards. The consideration is subject to changes based on working capital adjustments, which are settled December 31 of the year following the year in which the closing occurs as per the purchase agreement. See Note 19 — “Fair Value Measurements of Financial Instruments” for additional information on contingent consideration. The following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed at the acquisition date (in thousands):
|  | CHS |
Total purchase consideration: |  |  |
Cash paid |  | $ | 35,322 |
Purchase price due to seller |  |  | 6,944 |
Contingent consideration |  |  | 5,154 |
Common stock issued and replacement awards |  |  | 118 |
|  | $ | 47,538 |
Assets: |  |  |
Cash and cash equivalents |  | $ | 4,556 |
Receivables |  |  | 92,393 |
Other receivables |  |  | 44,336 |
Prepaid expenses and other current assets |  |  | 357 |
Intangible assets |  |  | 14,200 |
Goodwill |  |  | 9,444 |
Investments in other entities – equity method |  |  | 2,778 |
Total assets acquired |  | $ | 168,064 |
Liabilities: |  |  |
Accounts payable and accrued expenses |  | $ | 68,276 |
Medical liabilities |  |  | 52,328 |
Non-controlling interest |  |  | (78 | )
Total liabilities assumed |  | $ | 120,526 |
Total net assets acquired |  | $ | 47,538 |
The acquisitions were accounted for under the acquisition method of accounting. The fair value of the consideration for the acquired companies was allocated to acquired tangible and intangible assets and liabilities based on their fair values. The excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. Factors leading to goodwill being recognized are the Company’s expectation of synergies from combining the operations of entities acquired and the Company, as well as the value of intangible assets that are not separately recognized, such as the assembled workforce. The determination of the fair value of assets and liabilities acquired requires the Company to make estimates and use valuation techniques when market value is not readily available. Transaction costs associated with business acquisitions are expensed as they are incurred. At the time of acquisition, the Company estimates the amount of the identifiable intangible assets based on a valuation and the facts and circumstances available at the time. The Company determines the final value of the identifiable intangible assets as soon as information is available, but not more than one year from the date of acquisition. The Company had no impairment of its goodwill or indefinite-lived intangible assets during the three months ended March 31, 2025 and 2024. The change in the carrying value of goodwill for the three months ended March 31, 2025 was as follows (in thousands):
|  | Amount |
Balance at January 1, 2025 |  | $ | 419,253 |
Adjustments |  |  | (2,867 | )
Balance at March 31, 2025 |  | $ | 416,386 |
Unaudited Pro Forma Financial Information The pro forma financial information in the table below presents the combined results of the Company and the acquisitions that occurred during the year ended 2024, as if the acquisitions had occurred on January 1, 2024. The pro forma information presented is shown for illustrative purposes only and is not necessarily indicative of future results of operations of the Company, or results of operations of the Company that would have actually occurred had the transactions been in effect for the periods presented.
|  | Three Months Ended March 31, |
(in thousands, except per share amounts) |  | 2024 |
Total revenue |  | $ | 678,640 |
Net income attributable to Astrana Health, Inc. |  | $ | 19,171 |
Net income per share – basic |  | $ | 0.41 |
Net income per share – diluted |  | $ | 0.40 |

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration