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Variable Interest Entities (VIEs)
9 Months Ended
Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities (VIEs)
15.
Variable Interest Entities (VIEs)

The Company’s condensed consolidated financial statements include its subsidiaries and consolidated VIEs. A VIE is defined as a legal entity whose equity owners do not have sufficient equity at risk, or, as a group, the holders of the equity investment at risk lack any of the following three characteristics: decision-making rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and the obligation to absorb expected losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

Some states have laws that prohibit business entities with non-physician owners — such as Astrana and its subsidiaries — from practicing medicine, employing physicians to practice medicine, or exercising control over medical decisions by physicians. These laws are generally referred to as corporate practice of medicine laws. States that have corporate practice of medicine laws permit only physicians to practice medicine, exercise control over medical decisions, or engage in certain arrangements — such as fee-splitting — with physicians.

Due to these laws, the Company operates by maintaining long-term MSAs with its affiliated IPAs and medical groups, each of which is owned and operated by physicians only, and employs or contracts with additional physicians to provide medical services. AHM is a wholly owned subsidiary of the Company and has entered into MSAs with several affiliated IPAs, including APC. APC arranges for the delivery of healthcare services by contracting with physicians or professional medical corporations for primary care and specialty care services. The physicians in the IPA are exclusively in control of, and responsible for, all aspects of the practice of medicine for enrolled patients. In accordance with relevant accounting guidance, APC has been determined to be a VIE of AHM, as AHM is its primary beneficiary with the ability, through majority representation on the APC Joint Planning Board and otherwise, to direct the activities (excluding clinical decisions) that most significantly affect APC’s economic performance. Therefore, APC and its wholly owned subsidiaries and VIEs are consolidated in the accompanying financial statements.

Certain state laws prohibit a professional corporation that has more than one shareholder from being a shareholder in another professional corporation. As a result, the Company cannot directly own shares in other professional corporations. However, an exception to this regulation permits a professional corporation that has only one shareholder to own shares in another professional corporation. In reliance on this exception, the Company designated certain key personnel as the nominee shareholders of professional corporations that hold controlling and non-controlling ownership interests in several medical corporations. Via a Physician Shareholder Agreement with the nominee shareholder, the Company has the ability to designate another person to be the equity holder of the professional corporation. In addition, these entities are managed by the Company’s wholly owned MSOs via MSA. In accordance with relevant accounting guidance, the professional corporations and their consolidated medical corporations are consolidated by the Company in the accompanying condensed financial statements.

Astrana Medical and Astrana Care Partners Medical were formed as designated shareholder professional corporations in May 2019 and July 2021, respectively. The Company’s Vice Chairman is the sole shareholder of Astrana Medical and Astrana Care Partners Medical. Via a Physician Shareholder Agreement, Astrana makes all the decisions on behalf of Astrana Medical and Astrana Care Partners Medical. Astrana has the obligation to absorb losses of, or the right to receive benefits from, Astrana

Medical and Astrana Care Partners Medical. Therefore, Astrana Medical and Astrana Care Partners Medical are controlled by and consolidated by Astrana as the primary beneficiary of the VIEs.

The following table includes assets that can only be used to settle the liabilities of the Company’s VIEs, and to which the creditors of Astrana have no recourse, and liabilities to which the creditors of the Company’s VIEs have no recourse to the general credit of Astrana, as the primary beneficiary of the VIEs. The assets and liabilities of VIEs relating to the close of Prospect are included in the accompanying condensed consolidated balance sheet as of September 30, 2025. These assets and liabilities of the Company’s VIEs, with the exception of investments in affiliates and amounts due to, or from, affiliates, which are eliminated upon consolidation, are included in the accompanying condensed consolidated balance sheets (in thousands).

 

September 30, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

216,574

 

 

$

158,922

 

Investments in marketable securities

 

 

1,114

 

 

 

2,259

 

Receivables, net (including amounts with related parties)

 

 

207,555

 

 

 

132,228

 

Other receivables

 

 

2,624

 

 

 

15,303

 

Prepaid expenses and other current assets

 

 

13,561

 

 

 

10,161

 

Amount due from affiliates(1)

 

 

30,569

 

 

 

 

Loan receivable

 

 

933

 

 

 

 

Total current assets

 

 

472,930

 

 

 

318,873

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

Property and equipment, net

 

 

42,271

 

 

 

5,875

 

Intangible assets, net

 

 

227,335

 

 

 

87,840

 

Goodwill

 

 

526,803

 

 

 

243,283

 

Income taxes receivable, non-current

 

 

15,943

 

 

 

15,943

 

Loans receivable, non-current

 

 

264

 

 

 

 

Investments in other entities – equity method

 

 

16,472

 

 

 

15,442

 

Investment in a privately held entity

 

 

405

 

 

 

405

 

Investment in affiliates(1)

 

 

173,865

 

 

 

224,894

 

Operating lease right-of-use assets

 

 

26,924

 

 

 

21,585

 

Other assets

 

 

3,587

 

 

 

3,059

 

Total non-current assets

 

 

1,033,869

 

 

 

618,326

 

 

 

 

 

 

 

 

Total assets

 

$

1,506,799

 

 

$

937,199

 

 

 

 

 

 

 

 

 

September 30, 2025

 

 

December 31, 2024

 

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

110,569

 

 

$

43,800

 

Fiduciary accounts payable

 

 

4,476

 

 

 

8,223

 

Medical liabilities

 

 

189,411

 

 

 

105,486

 

Income tax payable

 

 

27,604

 

 

 

11,041

 

Operating lease liabilities

 

 

5,361

 

 

 

3,487

 

Other liabilities

 

 

5,219

 

 

 

2,509

 

Amount due to affiliates(1)

 

 

 

 

 

48,142

 

 

 

 

 

 

 

 

Total current liabilities

 

 

342,640

 

 

 

222,688

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

Deferred tax liability

 

 

9,219

 

 

 

11,237

 

Operating lease liabilities, net of current portion

 

 

24,744

 

 

 

21,012

 

Other long-term liabilities

 

 

6,665

 

 

 

1,139

 

 

 

 

 

 

 

 

Total non-current liabilities

 

 

40,628

 

 

 

33,388

 

 

 

 

 

 

 

 

Total liabilities

 

$

383,268

 

 

$

256,076

 

(1)
Investment in affiliates includes APC’s investment in Astrana. While such shares of Astrana’s common stock are legally issued to APC and outstanding, they are treated as treasury shares for accounting purposes and excluded from shares of common stock outstanding in the condensed consolidated financial statements. Amounts due to, or from, affiliates are receivables or payables with Astrana’s subsidiaries. As a result, these balances are eliminated upon consolidation and are not reflected on Astrana’s condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively.