11/10/2025 | Press release | Distributed by Public on 11/10/2025 15:29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1, "Condensed Consolidated Financial Statements" of this Quarterly Report on Form 10-Q. In addition, reference is made to our audited consolidated financial statements and notes thereto and related Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 14, 2025.
In this section, "we," "our," "ours," and "us" refer to Astrana Health, Inc. ("Astrana") and its consolidated subsidiaries and affiliated entities, as appropriate, including its consolidated variable interest entities ("VIEs").
Overview
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. This model 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 cost-effectively provide coordinated outcomes-based medical care.
Through our risk-bearing organizations with more than 20,000 contracted physicians, we are responsible for coordinating care in value-based care arrangements for over 1.6 million patients as of September 30, 2025. These covered patients are comprised of managed care members whose health coverage is provided either through their employers, acquired directly from a health plan, or as a result of their eligibility for Medicaid or Medicare benefits. Our managed patients benefit from an integrated approach that places physicians at the center of patient care and utilizes sophisticated risk management techniques and clinical protocols to provide high-quality, cost-effective care.
Regulatory Trends
The One Big Beautiful Bill Act (the "OBBBA"), signed July 4, 2025, introduces Medicaid work-requirement pilots and tighter provider-tax rules beginning in 2026. The Company expects to see tax impacts from the following changes, including the restoration of 100% bonus depreciation, allowing the current year deduction of research and development expenses, and changing the 163j interest limitation from earnings before tax to EBITDA. The Company anticipates that the OBBBA will reduce the federal and state income tax payables in the current year but will not have a material impact on tax expenses/(benefits). While we are still evaluating the full downstream effects, we believe Astrana is well-positioned to navigate these changes and view these headwinds as manageable. Our diversified footprint, strong track record of Medicaid performance, and investment in care-enablement infrastructure provide meaningful insulation. We remain focused on maintaining continuity of care and supporting our state partners through this policy transition.
Recent Developments
Closing of the Acquisition of Certain Assets and Businesses of Prospect Medical Holdings, Inc. ("Prospect") (such acquisition, the "Prospect Acquisition")
On July 1, 2025, we completed the previously announced Prospect Acquisition for a purchase price of $674.9 million. Prospect is a provider-centric risk-bearing healthcare company that operates an integrated healthcare delivery platform enabling a network of over 11,000 providers to successfully participate in value-based care arrangements, thus empowering them to deliver accessible, high-quality care to patients in a cost-effective manner. Prospect enables providers to deliver payer-agnostic, patient-centered care across different lines of business. Prospect also operates a California Restricted Knox-Keene-licensed health plan, a management services organization, a specialty pharmacy, and a fully-accredited acute care hospital. The acquisition significantly expanded the Company's provider network and enhanced our ability to offer increased access, quality, and value to our members (see Note 3 - "Business Combinations and Goodwill").
Key Financial Measures and Indicators
Operating Revenues
Our revenue, which is recorded in the period during which services are rendered and earned, primarily consists of capitation revenue as well as risk pool settlements and incentives, management fee income, and fee-for-service ("FFS") revenue. The form of billing and related risk of collection for such services may vary by type of revenue and the customer.
Operating Expenses
Our largest expenses consist of the cost of (i) patient care paid to contracted providers; (ii) information technology equipment and software; and (iii) staff to provide management and administrative support services to our affiliated physician groups, as further described in the following sections. These services include claims processing, utilization management, contracting, accounting, credentialing, and administrative oversight.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA and Adjusted EBITDA margin are supplemental performance measures of our operations for financial and operational decision-making, and are used 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, and stock-based compensation. We define Adjusted EBITDA margin as Adjusted EBITDA over total revenue.
Results of Operations
Astrana Health, Inc.
Condensed Consolidated Statements of Income
(In thousands)
(Unaudited)
|
Three Months Ended September 30, |
||||||||||||||||
|
2025 |
2024 |
$ Change |
% Change |
|||||||||||||
|
Revenue |
||||||||||||||||
|
Capitation, net |
$ |
863,380 |
$ |
431,401 |
$ |
431,979 |
100 |
% |
||||||||
|
Risk pool settlements and incentives |
30,798 |
21,779 |
9,019 |
41 |
% |
|||||||||||
|
Management fee income |
15,217 |
2,747 |
12,470 |
454 |
% |
|||||||||||
|
Fee-for-services, net |
40,080 |
18,692 |
21,388 |
114 |
% |
|||||||||||
|
Other revenue |
6,573 |
4,091 |
2,482 |
61 |
% |
|||||||||||
|
Total revenue |
956,048 |
478,710 |
477,338 |
100 |
% |
|||||||||||
|
Operating expenses |
||||||||||||||||
|
Cost of services, excluding depreciation and amortization |
858,856 |
405,218 |
453,638 |
112 |
% |
|||||||||||
|
General and administrative expenses |
62,387 |
37,803 |
24,584 |
65 |
% |
|||||||||||
|
Depreciation and amortization |
15,595 |
7,264 |
8,331 |
115 |
% |
|||||||||||
|
Total expenses |
936,838 |
450,285 |
486,553 |
108 |
% |
|||||||||||
|
Income from operations |
19,210 |
28,425 |
(9,215 |
) |
(32 |
)% |
||||||||||
|
Three Months Ended September 30, |
||||||||||||||||
|
2025 |
2024 |
$ Change |
% Change |
|||||||||||||
|
Other (expense) income |
||||||||||||||||
|
Income from equity method investments |
1,019 |
1,353 |
(334 |
) |
(25 |
)% |
||||||||||
|
Interest expense |
(17,718 |
) |
(8,856 |
) |
(8,862 |
) |
100 |
% |
||||||||
|
Interest income |
3,522 |
3,778 |
(256 |
) |
(7 |
)% |
||||||||||
|
Unrealized loss on investments |
(807 |
) |
(561 |
) |
(246 |
) |
44 |
% |
||||||||
|
Other income |
445 |
2,673 |
(2,228 |
) |
(83 |
)% |
||||||||||
|
Total other expense, net |
(13,539 |
) |
(1,613 |
) |
(11,926 |
) |
* |
|||||||||
|
Income before provision for income taxes |
5,671 |
26,812 |
(21,141 |
) |
(79 |
)% |
||||||||||
|
Provision for income taxes |
4,594 |
7,831 |
(3,237 |
) |
(41 |
)% |
||||||||||
|
Net income |
1,077 |
18,981 |
(17,904 |
) |
(94 |
)% |
||||||||||
|
Net income attributable to non-controlling interest |
704 |
2,887 |
(2,183 |
) |
(76 |
)% |
||||||||||
|
Net income attributable to Astrana Health, Inc. |
$ |
373 |
$ |
16,094 |
$ |
(15,721 |
) |
(98 |
)% |
|||||||
|
Adjusted EBITDA |
$ |
68,482 |
$ |
45,170 |
$ |
23,312 |
51.6 |
% |
||||||||
*Percentage change of over 500%
|
Nine Months Ended September 30, |
||||||||||||||||
|
2025 |
2024 |
$ Change |
% Change |
|||||||||||||
|
Revenue |
||||||||||||||||
|
Capitation, net |
$ |
2,061,451 |
$ |
1,239,885 |
$ |
821,566 |
66 |
% |
||||||||
|
Risk pool settlements and incentives |
60,691 |
57,564 |
3,127 |
5 |
% |
|||||||||||
|
Management fee income |
20,104 |
8,429 |
11,675 |
139 |
% |
|||||||||||
|
Fee-for-services, net |
72,848 |
54,588 |
18,260 |
33 |
% |
|||||||||||
|
Other revenue |
16,149 |
8,865 |
7,284 |
82 |
% |
|||||||||||
|
Total revenue |
2,231,243 |
1,369,331 |
861,912 |
63 |
% |
|||||||||||
|
Operating expenses |
||||||||||||||||
|
Cost of services, excluding depreciation and amortization |
1,984,756 |
1,148,422 |
836,334 |
73 |
% |
|||||||||||
|
General and administrative expenses |
157,009 |
112,478 |
44,531 |
40 |
% |
|||||||||||
|
Depreciation and amortization |
29,348 |
19,801 |
9,547 |
48 |
% |
|||||||||||
|
Total expenses |
2,171,113 |
1,280,701 |
890,412 |
70 |
% |
|||||||||||
|
Income from operations |
60,130 |
88,630 |
(28,500 |
) |
(32 |
)% |
||||||||||
|
Other (expense) income |
||||||||||||||||
|
Income from equity method investments |
532 |
2,887 |
(2,355 |
) |
(82 |
)% |
||||||||||
|
Interest expense |
(32,408 |
) |
(25,028 |
) |
(7,380 |
) |
29 |
% |
||||||||
|
Interest income |
8,170 |
11,287 |
(3,117 |
) |
(28 |
)% |
||||||||||
|
Unrealized (loss) gain on investments |
(837 |
) |
415 |
(1,252 |
) |
(302 |
)% |
|||||||||
|
Other (loss) income |
(3,487 |
) |
4,522 |
(8,009 |
) |
(177 |
)% |
|||||||||
|
Total other expense, net |
(28,030 |
) |
(5,917 |
) |
(22,113 |
) |
374 |
% |
||||||||
|
Income before provision for income taxes |
32,100 |
82,713 |
(50,613 |
) |
(61 |
)% |
||||||||||
|
Provision for income taxes |
14,586 |
25,004 |
(10,418 |
) |
(42 |
)% |
||||||||||
|
Net income |
17,514 |
57,709 |
(40,195 |
) |
(70 |
)% |
||||||||||
|
Net income attributable to non-controlling interest |
1,026 |
7,609 |
(6,583 |
) |
(87 |
)% |
||||||||||
|
Net income attributable to Astrana Health, Inc. |
$ |
16,488 |
$ |
50,100 |
$ |
(33,612 |
) |
(67 |
)% |
|||||||
|
Adjusted EBITDA |
$ |
152,970 |
$ |
135,332 |
$ |
17,638 |
13 |
% |
||||||||
Our condensed consolidated financial statements include the results of operations of Prospect beginning on July 1, 2025, as discussed below.
Risk-Bearing Organizations and Patients
As of September 30, 2025 and 2024, we managed a total of 28 and 18 independent risk-bearing organizations, including both affiliated and non-affiliated, respectively. The total number of patients for whom we managed the delivery of healthcare services was over 1.6 million, and approximately 1.0 million as of September 30, 2025 and 2024, respectively.
Revenue
Total revenue for the three months ended September 30, 2025, was $956.0 million, as compared to $478.7 million for the three months ended September 30, 2024, an increase of $477.3 million, or 100%. The increase in revenue was partially attributable to the acquisition of Prospect, which contributed approximately $308.0 million of revenue from the acquisition date. In addition, capitation revenue increased by $166.5 million primarily as a result of our 2024 acquisitions within our Care Partners segment, along with enrollees transitioning to full risk through our Restricted Knox-Keene plans.
Total revenue for the nine months ended September 30, 2025, was $2,231.2 million, as compared to $1,369.3 million for the nine months ended September 30, 2024, an increase of $861.9 million or 63%. The increase in revenue was partially attributable to the acquisition of Prospect, which contributed approximately $308.0 million of revenue from the date of acquisition. In addition, capitation revenue increased by $556.0 million primarily as a result of our 2024 acquisitions within our Care Partners segment, along with enrollees transitioning to full risk through our Restricted Knox-Keene plans.
Cost of Services, Excluding Depreciation and Amortization
Expenses related to cost of services, excluding depreciation and amortization for the three months ended September 30, 2025, were $858.9 million, as compared to $405.2 million for the same period in 2024, an increase of $453.6 million or 112%. The overall increase was primarily due to increased participation in a value-based Medicare FFS model and medical costs associated with both professional and institutional risk of our Restricted Knox-Keene licensed health plans as a result of our recent acquisitions, of which Prospect attributed approximately $272.3 million from the date of acquisition.
Expenses related to cost of services, excluding depreciation and amortization for the nine months ended September 30, 2025, were $1,984.8 million, as compared to $1,148.4 million for the same period in 2024, an increase of $836.3 million or 73%. The overall increase was primarily due to increased participation in a value-based Medicare FFS model and medical costs associated with both professional and institutional risk of our Restricted Knox-Keene licensed health plans as a result of our recent acquisitions, of which Prospect attributed approximately $272.3 million from the date of acquisition.
General and Administrative Expenses
General and administrative expenses for the three months ended September 30, 2025, were $62.4 million, as compared to $37.8 million for the same period in 2024, an increase of $24.6 million or 65%. The increase was primarily due to increased general and administrative expenses, including approximately $14.3 million from the inclusion of Prospect's results of operations from the date of acquisition and transaction costs incurred for the Prospect Acquisition, as well as general and administrative expenses to support operational growth such as stock-based compensation.
General and administrative expenses for the nine months ended September 30, 2025, were $157.0 million, as compared to $112.5 million for the same period in 2024, an increase of $44.5 million or 40%. The increase was primarily due to increased general and administrative expenses, including approximately $14.3 million from the inclusion of Prospect's results of operations from the date of acquisition and transaction costs incurred for the Prospect Acquisition, as well as general and administrative expenses to support operational growth such as stock-based compensation.
Depreciation and Amortization
Depreciation and amortization expenses for the three months ended September 30, 2025, were $15.6 million, as compared to $7.3 million for the same period in 2024, an increase of $8.3 million or 115% driven by $8.6 million due to the Prospect Acquisition. This amount includes depreciation of property and equipment and the amortization of intangible assets.
Depreciation and amortization expenses for the nine months ended September 30, 2025, were $29.3 million, as compared to $19.8 million for the same period in 2024, an increase of $9.5 million or 48% driven by $8.6 million due to the Prospect Acquisition. This amount includes depreciation of property and equipment and the amortization of intangible assets.
Interest Expense
Interest expense for the three months ended September 30, 2025, was $17.7 million as compared to $8.9 million for the same period in 2024, an increase of $8.9 million or 100%. The increase in interest expense was primarily due to the increased borrowings under the Second Amended and Restated Credit Facility to finance the Prospect Acquisition, partially offset by a decrease in interest rates on our floating-rate debt, including the interest rate swap agreement entered to manage our interest. Our outstanding borrowings increased to, as of September 30, 2025, $1,064.2 million on the Second Amended and Restated Credit Facility from $432.0 million borrowed under the facility as of September 30, 2024. The interest rate for both the Revolver Loan and Term Loans was 5.91% as of September 30, 2025 and 7.20% as of September 30, 2024. The interest rate swap has a fixed rate of 3.179% and covers $200.0 million of our debt.
Interest expense for the nine months ended September 30, 2025, was $32.4 million as compared to $25.0 million for the same period in 2024, an increase of $7.4 million or 29%. The increase in interest expense was primarily due to the increased borrowings under the Second Amended and Restated Credit Facility to finance the Prospect Acquisition, partially offset by a decrease in interest rates on our floating-rate debt, including the interest rate swap agreement entered to manage our interest. Our outstanding borrowings increased to, as of September 30, 2025, $1,064.2 million on the Second Amended and Restated Credit Facility from $432.0 million borrowed under the facility as of September 30, 2024. The interest rate for the Revolver and Term Loans was 5.91% as of September 30, 2025 and 7.20% as of September 30, 2024. The interest rate swap has a fixed rate of 3.179% and covers $200.0 million of our debt.
Interest Income
Interest income for the three months ended September 30, 2025, was $3.5 million as compared to $3.8 million for the same period in 2024, a decrease of $0.3 million or 7%. Interest income reflects interest earned on cash held in bank accounts, money market and certificate of deposit accounts, and the interest from our loan receivables. The decrease in interest income was primarily due to a decrease in our cash held in interest bearing bank accounts.
Interest income for the nine months ended September 30, 2025, was $8.2 million as compared to $11.3 million for the same period in 2024, a decrease of $3.1 million or 28%. Interest income reflects interest earned on cash held in bank accounts, money market and certificate of deposit accounts, and the interest from our loan receivables. The decrease in interest income was primarily due to a decrease in our cash held in interest bearing bank accounts.
Other Income (Loss)
Other income for the three months ended September 30, 2025, was $0.4 million as compared to other income of $2.7 million for the same period in 2024, a decrease of $2.2 million or 83%. The decrease in other income was primarily due to a gain recognized in 2024 on the extinguishment of one of our promissory notes. No similar transaction occurred for the three months ended September 30, 2025.
Other loss for the nine months ended September 30, 2025, was $3.5 million as compared to other income of $4.5 million for the same period in 2024, a decrease of $8.0 million or 177%. The decrease was primarily due to debt issuance costs that were expensed in connection with the Second Amended and Restated Credit Facility, a gain recognized in 2024 on the extinguishment of one of our promissory notes, and a $5.3 million reimbursement in 2024 from Allied Pacific Holdings Investment Management, LLC with no similar transaction occurring in 2025.
Provision for Income Taxes
Provision for income taxes was $4.6 million for the three months ended September 30, 2025, as compared to $7.8 million for the same period in 2024, a decrease of $3.2 million. The decrease in provision for income taxes was primarily due to a decrease in pre-tax income.
Provision for income taxes was $14.6 million for the nine months ended September 30, 2025, as compared to $25.0 million for the same period in 2024, a decrease of $10.4 million. The decrease in provision for income taxes was primarily due to a decrease in pre-tax income.
Net Income Attributable to Non-controlling Interests
Net income attributable to non-controlling interests for the three months ended September 30, 2025, was $0.7 million, as compared to $2.9 million for the same period in 2024, a decrease of $2.2 million. The decrease was primarily driven by a decrease in net income.
Net income attributable to non-controlling interests for the nine months ended September 30, 2025, was $1.0 million, as compared to $7.6 million for the same period in 2024, a decrease of $6.6 million. The decrease was primarily driven by a decrease in net income.
Net Income Attributable to Astrana Health, Inc.
Our net income attributable to Astrana Health, Inc., for the three months ended September 30, 2025, was $0.4 million, as compared to $16.1 million for the same period in 2024, a decrease of $15.7 million.
Our net income attributable to Astrana Health, Inc., for the nine months ended September 30, 2025, was $16.5 million, as compared to $50.1 million for the same period in 2024, a decrease of $33.6 million.
Adjusted EBITDA
Adjusted EBITDA for the three months ended September 30, 2025, was $68.5 million, as compared to $45.2 million for the same period in 2024, an increase of $23.3 million, and was primarily due to the acquisition of Prospect.
Adjusted EBITDA for the nine months ended September 30, 2025, was $153.0 million, as compared to $135.3 million for the same period in 2024, an increase of $17.6 million. The increase was primarily due to the acquisition of Prospect, partially offset by a decrease in operating income as a result of higher utilization and an increase in general and administrative expenses.
See "Reconciliation of Net Income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin" below for additional information.
Segment Financial Performance
The Company currently has three reportable segments consisting of Care Partners, Care Delivery, and Care Enablement. We evaluate the performance of our operating segments based on segment revenue growth as well as operating income. Management uses revenue growth and total segment operating income as a measure of the performance of operating businesses, separate from non-operating factors. The Company integrated the Prospect Acquisition into its three reportable segments. For more information
about our segments, see Note 17 - "Segments" to our condensed consolidated financial statements under Item 1 in this Quarterly Report on Form 10-Q for additional information.
The following table sets forth our revenue and operating income by segment for the three and nine months ended September 30, 2025 and 2024 (in thousands):
|
Three Months Ended September 30, |
||||||||||||||||
|
Segment Revenue |
2025 |
2024 |
$ Change |
% Change |
||||||||||||
|
Care Partners |
$ |
897,730 |
$ |
455,760 |
$ |
441,970 |
97 |
% |
||||||||
|
Care Delivery |
$ |
86,871 |
$ |
34,728 |
$ |
52,143 |
150 |
% |
||||||||
|
Care Enablement |
$ |
87,340 |
$ |
40,930 |
$ |
46,410 |
113 |
% |
||||||||
|
Three Months Ended September 30, |
||||||||||||||||
|
Segment Operating Income (Loss) |
2025 |
2024 |
$ Change |
% Change |
||||||||||||
|
Care Partners |
$ |
25,284 |
$ |
38,786 |
$ |
(13,502 |
) |
(35 |
)% |
|||||||
|
Care Delivery |
$ |
(1,017 |
) |
$ |
(1,357 |
) |
$ |
340 |
(25 |
)% |
||||||
|
Care Enablement |
$ |
23,402 |
$ |
6,314 |
$ |
17,088 |
271 |
% |
||||||||
|
Nine Months Ended September 30, |
||||||||||||||||
|
Segment Revenue |
2025 |
2024 |
$ Change |
% Change |
||||||||||||
|
Care Partners |
$ |
2,130,123 |
$ |
1,301,355 |
$ |
828,768 |
64 |
% |
||||||||
|
Care Delivery |
$ |
158,652 |
$ |
100,304 |
$ |
58,348 |
58 |
% |
||||||||
|
Care Enablement |
$ |
167,801 |
$ |
110,376 |
$ |
57,425 |
52 |
% |
||||||||
|
Nine Months Ended September 30, |
||||||||||||||||
|
Segment Operating Income (Loss) |
2025 |
2024 |
$ Change |
% Change |
||||||||||||
|
Care Partners |
$ |
119,184 |
$ |
122,305 |
$ |
(3,121 |
) |
(3 |
)% |
|||||||
|
Care Delivery |
$ |
(1,980 |
) |
$ |
230 |
$ |
(2,210 |
) |
(961 |
)% |
||||||
|
Care Enablement |
$ |
28,777 |
$ |
16,736 |
$ |
12,041 |
72 |
% |
||||||||
Care Partners Segment
Revenue for the three months ended September 30, 2025, was $897.7 million, as compared to $455.8 million for the three months ended September 30, 2024, an increase of $442.0 million. Operating income for the three months ended September 30, 2025, was $25.3 million, as compared to $38.8 million for the three months ended September 30, 2024, a decrease in operating income of $13.5 million. The increase in revenue was primarily due to recent acquisitions within our Care Partners segment, including $272.8 million in revenue from the Prospect Acquisition. The decrease in operating income was primarily due to the recognition of a $13.0 million loss contingency in the third quarter of 2025.
Revenue for the nine months ended September 30, 2025, was $2,130.1 million, as compared to $1,301.4 million for the nine months ended September 30, 2024, an increase of $828.8 million. Operating income for the nine months ended September 30, 2025, was $119.2 million, as compared to $122.3 million for the nine months ended September 30, 2024, a decrease in operating
income of $3.1 million. The increase in revenue was primarily due to recent acquisitions within our Care Partners segment, including $272.8 million from the Prospect Acquisition. The decrease in operating income was primarily due to the recognition of a $13.0 million loss contingency in the third quarter of 2025, offset by $9.9 million of increased income from operations as a result of our recent acquisitions and members transitioning to full risk through our Restricted Knox-Keene plans.
Care Delivery Segment
Revenue for the three months ended September 30, 2025, was $86.9 million, as compared to $34.7 million for the three months ended September 30, 2024, an increase of $52.1 million. Operating loss for the three months ended September 30, 2025, was $1.0 million, as compared to loss of $1.4 million for the three months ended September 30, 2024, an increase in operating income of $0.3 million. The increase in revenue and operating income was primarily driven by $49.1 million of revenue from the inclusion of Prospect, as well as an increased volume in patient visits and continued investments at our primary, multi-specialty, and ancillary Care Delivery entities.
Revenue for the nine months ended September 30, 2025, was $158.7 million, as compared to $100.3 million for the nine months ended September 30, 2024, an increase of $58.3 million. Operating loss for the nine months ended September 30, 2025, was $2.0 million, as compared to operating income of $0.2 million for the nine months ended September 30, 2024, an increase in operating loss of $2.2 million. The increase in revenue was primarily driven by $49.1 million from the inclusion of Prospect, as well as an increased volume in patient visits at our primary, multi-specialty, and ancillary Care Delivery entities. The decrease in operating income was attributable an increase in expenses incurred related to our newer clinic locations.
Care Enablement Segment
Revenue for the three months ended September 30, 2025, was $87.3 million, as compared to $40.9 million for the three months ended September 30, 2024, an increase of $46.4 million. Operating income for the three months ended September 30, 2025 was $23.4 million, as compared to operating income of $6.3 million for the three months ended September 30, 2024. The increase in revenue was primarily due to managing more IPAs in our Care Partners segment, including $42.4 million from Prospect. The increase in operating income was primarily due to the acquisition of Prospect.
Revenue for the nine months ended September 30, 2025, was $167.8 million, as compared to $110.4 million for the nine months ended September 30, 2024, an increase of $57.4 million. Operating income for the nine months ended September 30, 2025, was $28.8 million, as compared to operating income of $16.7 million for the nine months ended September 30, 2024. The increase in revenue was primarily due to managing more IPAs in our Care Partners segment, including $42.4 million from Prospect. The increase in operating income was primarily due to the acquisition of Prospect, partially offset by higher costs incurred by the Care Enablement segment as a result of an increase in the workforce that provides management and administrative services.
Reconciliation of Net Income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin
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 and nine months ended September 30, 2025 and 2024. We define Adjusted EBITDA margin as Adjusted EBITDA over total revenue.
|
Three Months Ended |
Nine Months Ended |
|||||||||||||||||||
|
(in thousands) |
2025 |
2024 |
2025 |
2024 |
||||||||||||||||
|
Net income |
$ |
1,077 |
$ |
18,981 |
$ |
17,514 |
$ |
57,709 |
||||||||||||
|
Interest expense |
17,718 |
8,856 |
32,408 |
25,028 |
||||||||||||||||
|
Interest income |
(3,522 |
) |
(3,778 |
) |
(8,170 |
) |
(11,287 |
) |
||||||||||||
|
Provision for income taxes |
4,594 |
7,831 |
14,586 |
25,004 |
||||||||||||||||
|
Depreciation and amortization |
15,595 |
7,264 |
29,348 |
19,801 |
||||||||||||||||
|
EBITDA |
35,462 |
39,154 |
85,686 |
116,255 |
||||||||||||||||
|
Income from equity method investments |
(1,019 |
) |
(1,353 |
) |
(532 |
) |
(2,887 |
) |
||||||||||||
|
Other, net |
26,340 |
(1) |
1,206 |
(2) |
40,597 |
(3) |
2,663 |
(4) |
||||||||||||
|
Stock-based compensation |
7,699 |
6,163 |
27,219 |
19,301 |
||||||||||||||||
|
Adjusted EBITDA |
$ |
68,482 |
$ |
45,170 |
$ |
152,970 |
$ |
135,332 |
||||||||||||
|
Total revenue |
$ |
956,048 |
$ |
478,710 |
$ |
2,231,243 |
$ |
1,369,331 |
||||||||||||
|
Adjusted EBITDA margin |
7 |
% |
9 |
% |
7 |
% |
10 |
% |
||||||||||||
Use of Non-GAAP Financial Measures
This Quarterly Report on Form 10-Q contains the non-GAAP financial measures EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin, 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 expense, interest income, income taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, and stock-based compensation. 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 Form 10-Q 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.
Liquidity and Capital Resources
Cash, cash equivalents, and investment in marketable securities at September 30, 2025, totaled $463.4 million, as compared to $290.8 million at December 31, 2024. Working capital totaled $253.7 million at September 30, 2025, as compared to $272.9 million at December 31, 2024, a decrease of $19.2 million.
We have historically financed our operations primarily through internally generated funds and borrowings on long-term debt. We generate cash primarily from capitation contracts, risk pool settlements and incentives, fees for medical management services provided to our affiliated physician groups, and FFS reimbursements. We generally invest cash in money market accounts and certificates of deposit, which are classified as cash and cash equivalents. In February 2025, we entered into the Second Amended and Restated Credit Agreement, which amended and restated that certain amended credit agreement and provided for a five-year revolving credit facility of $300.0 million, a term loan of $250.0 million, and a delayed-draw term loan of $745.0 million, which were primarily used to refinance certain existing indebtedness and to fund the costs associated with the Prospect Acquisition. In July 2025, we drew down on the delayed-draw term loan for $707.3 million to fund the Prospect Acquisition and terminated the remainder of the commitment. In addition, we have a current shelf registration statement filed with the SEC under which we may issue common stock, preferred stock, debt securities, and other securities that may be offered in one or more offerings on terms to be determined at the time of the offering. We believe we have sufficient liquidity to fund our operations through at least the next 12 months and the foreseeable future.
Cash Flow Activities
Our cash flows are summarized as follows (in thousands):
|
Nine Months Ended September 30, |
||||||||||||||||
|
2025 |
2024 |
$ Change |
% Change |
|||||||||||||
|
Net cash provided by operating activities |
$ |
117,483 |
$ |
63,146 |
$ |
54,337 |
86 |
% |
||||||||
|
Net cash used in investing activities |
(537,942 |
) |
(159,071 |
) |
(378,871 |
) |
238 |
% |
||||||||
|
Net cash provided by financing activities |
595,683 |
150,413 |
445,270 |
296 |
% |
|||||||||||
|
Net increase in cash and cash equivalents and restricted cash |
$ |
175,224 |
$ |
54,488 |
$ |
120,736 |
222 |
% |
||||||||
Operating Activities
Cash provided by operating activities for the nine months ended September 30, 2025, was $117.5 million, as compared to cash provided by operating activities of $63.1 million for the nine months ended September 30, 2024. The increase in cash provided by operating activities was primarily driven by favorable changes in working capital, partially offset by lower adjusted net income. Working capital for the nine months ended September 30, 2025, increased operating cash flow by $36.1 million, compared to a $34.1 million decrease in operating cash flow for the nine months ended September 30, 2024. The change in working capital for the 2025 and 2024 periods included timing of claims payments related to our medical liabilities and a decrease in cash paid for income taxes. For the nine months ended September 30, 2025, net income, exclusive of depreciation and amortization, amortization of debt issuance cost, share-based compensation, non-cash lease expense, deferred tax, and other was $81.4 million, compared to $97.2 million for the nine months ended September 30, 2024.
Investing Activities
Cash used in investing activities during the nine months ended September 30, 2025, was $537.9 million, primarily due to payment for business and asset acquisitions, net of cash acquired for $548.6 million, issuance of loans for $1.7 million, and purchases of property and equipment for $7.0 million. The cash used in investing activities was partially offset by proceeds from sale of equity method investment for $15.1 million and other investing activities of $4.3 million, including proceeds from repayment of loans, proceeds from sale of marketable securities, and distribution from investments - equity method. Cash used in investing activities during the nine months ended September 30, 2024, was $159.1 million primarily due to payments for business and asset acquisitions, net of cash acquired of $115.5 million, issuances of loans of $26.0 million, purchases of investment - equity method of $6.0 million, purchases of property and equipment of $5.5 million, purchase of call option issued in conjunction with equity method investment of $3.9 million, and other investing activities of $2.2 million consisting of purchase of investments - privately held, proceeds from repayment of loans, proceeds from sale of marketable securities, and purchase of marketable securities.
Financing Activities
Cash provided by financing activities during the nine months ended September 30, 2025, was $595.7 million, primarily due to borrowings of long-term debt of $1,119.3 million, offset primarily by repayments of debt of $483.3 million, payment of deferred financing costs of $19.2 million, payment of contingent liabilities for $8.3 million, tax payments from net share settlement of restricted stock awards and units of $5.6 million, and dividend payments of $6.3 million. Cash provided by financing activities during the nine months ended September 30, 2024, was $150.4 million, primarily due to borrowings on long-term debt totaling $171.9 million. This was partially offset primarily by repayment of debt of $14.8 million, tax payments from net share settlement of restricted stock of $4.0 million, and dividends paid of $2.1 million.
Credit Facility
The following are the future commitments of our debt for the years ending December 31 (in thousands) below:
|
Amount |
||||
|
2025 (excluding the nine months ended September 30, 2025) |
$ |
11,967 |
||
|
2026 |
47,865 |
|||
|
2027 |
65,814 |
|||
|
2028 |
71,798 |
|||
|
2029 |
89,746 |
|||
|
Thereafter |
777,019 |
|||
|
Total |
$ |
1,064,209 |
||
Second Amended and Restated Credit Agreement
The Second Amended and Restated Credit Agreement provides for (a) a five-year revolving credit facility to the Company of $300.0 million, which includes a letter of credit 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 the Company of $250.0 million, and (c) a five-year delayed draw term loan credit facility to the Company of $745.0 million, of which $707.3 million was drawn down, and the remainder of the commitment terminated, in connection with closing the Prospect Acquisition. The five-year revolving credit facility and the Term Loans mature on February 26, 2030.
See Note 8 - "Credit Facility and Bank Loans" to our condensed consolidated financial statements under Item 1 in this quarterly report on Form 10-Q for additional information on our debt obligations.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires our management to make judgments, assumptions, and estimates that affect the amounts of revenue, expenses, income, assets, and liabilities reported in our condensed consolidated financial statements and accompanying notes. Actual results and the timing of recognition of such amounts could differ from those judgments, assumptions, and estimates. In addition, judgments, assumptions, and estimates routinely require adjustment based on changing circumstances and the receipt of new or better information. Understanding our accounting policies and the extent to which management uses judgment, assumptions, and estimates in applying these policies is therefore integral to understanding our financial statements. Critical accounting policies and estimates are defined as those that reflect significant judgments and uncertainties, potentially resulting in materially different results under different assumptions and conditions. We summarize our most significant accounting policies in relation to the accompanying condensed consolidated financial statements in Note 2 - "Basis of Presentation and Summary of Significant Accounting Policies" thereto. Please also refer to the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Off-Balance Sheet Arrangements
As of September 30, 2025, we had no off-balance sheet arrangements that are, or have been, reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.