Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 22, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37392 | ||
Entity Registrant Name | Astrana Health, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 95-4472349 | ||
Entity Address, Address Line One | 1668 S. Garfield Avenue | ||
Entity Address, Address Line Two | 2nd Floor | ||
Entity Address, City or Town | Alhambra | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91801 | ||
City Area Code | 626 | ||
Local Phone Number | 282-0288 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | ASTH | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.3 | ||
Entity Common Stock, Shares Outstanding (in shares) | 55,423,408 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the 2024 annual meeting of the stockholders of the registrant are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission (the “SEC”) within 120 days of the registrant’s fiscal year ended December 31, 2023. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001083446 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Los Angeles, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets | |||
Cash and cash equivalents | $ 293,807 | $ 288,027 | |
Investment in marketable securities | 2,498 | 5,567 | |
Income taxes receivable | 10,657 | 0 | |
Other receivables | 1,335 | 1,834 | |
Prepaid expenses and other current assets | 17,450 | 14,798 | |
Total current assets | 461,507 | 428,125 | |
Non-current assets | |||
Land, property and equipment, net | 7,171 | 108,536 | |
Intangible assets, net | 71,648 | 76,861 | |
Goodwill | 278,831 | 269,053 | |
Income taxes receivable | 15,943 | 15,943 | |
Loans receivable, non-current | 26,473 | 0 | |
Investments in other entities – equity method | 25,774 | 40,299 | |
Investments in privately held entities | 6,396 | 2,396 | |
Restricted cash | 345 | 0 | |
Operating lease right-of-use assets | 37,396 | 20,444 | |
Other assets | 1,877 | 4,556 | |
Total non-current assets | 471,854 | 538,088 | |
Total assets | [1] | 933,361 | 966,213 |
Current liabilities | |||
Accounts payable and accrued expenses | 59,949 | 49,562 | |
Fiduciary accounts payable | 7,737 | 8,065 | |
Medical liabilities | 106,657 | 81,255 | |
Income taxes payable | 0 | 4,279 | |
Dividend payable | 638 | 664 | |
Finance lease liabilities | 646 | 594 | |
Operating lease liabilities | 4,607 | 3,572 | |
Current portion of long-term debt | 19,500 | 619 | |
Other liabilities | 18,940 | 0 | |
Total current liabilities | 218,674 | 148,610 | |
Non-current liabilities | |||
Deferred tax liability | 4,072 | 14,217 | |
Finance lease liabilities, net of current portion | 1,033 | 1,275 | |
Operating lease liabilities, net of current portion | 36,289 | 19,915 | |
Long-term debt, net of current portion and deferred financing costs | 258,939 | 203,389 | |
Other long-term liabilities | 3,586 | 20,260 | |
Total non-current liabilities | 303,919 | 259,056 | |
Total liabilities | [1] | 522,593 | 407,666 |
Commitments and contingencies (Note 14) | |||
Mezzanine (deficit) equity | |||
Non-controlling interest in Allied Physicians of California, a Professional Medical Corporation (“APC”) | (205,883) | 14,237 | |
Stockholders’ equity | |||
Common stock, par value $0.001; 100,000,000 shares authorized, 46,843,743 and 46,575,699 shares outstanding, excluding 10,584,340 and 10,299,259 treasury shares, at December 31, 2023 and 2022, respectively | 47 | 47 | |
Additional paid-in capital | 371,037 | 360,097 | |
Retained earnings | 243,134 | 182,417 | |
Stockholders' equity attributable to parent | 614,218 | 542,561 | |
Non-controlling interest | 2,433 | 1,749 | |
Total stockholders’ equity | 616,651 | 544,310 | |
Total liabilities, mezzanine equity (deficit), and stockholders’ equity | 933,361 | 966,213 | |
Series A Preferred Stock | |||
Stockholders’ equity | |||
Preferred stock | 0 | 0 | |
Series B Preferred Stock | |||
Stockholders’ equity | |||
Preferred stock | 0 | 0 | |
Nonrelated Party | |||
Current assets | |||
Receivables, net | 76,780 | 49,631 | |
Loans receivable, net | 0 | 996 | |
Related Party | |||
Current assets | |||
Receivables, net | 58,980 | 65,147 | |
Loans receivable, net | $ 0 | $ 2,125 | |
[1]The Company’s consolidated balance sheets include the assets and liabilities of its consolidated VIEs. The consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated VIEs totaling $540.8 million and $579.8 million as of December 31, 2023 and December 31, 2022, 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 $146.0 million and $149.6 million as of December 31, 2023 and December 31, 2022, respectively. These VIE balances do not include $273.2 million of investment in affiliates and $107.3 million of amounts due to affiliates as of December 31, 2023 and $304.8 million of investment in affiliates and $11.6 million of amounts due from affiliates as of December 31, 2022 as these are eliminated upon consolidation and not presented within the consolidated balance sheets. See Note 18 – “Variable Interest Entities (VIEs)” for further detail. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common stock, shares outstanding (in shares) | 46,843,743 | 46,575,699 | |
Treasury stock, common, shares (in shares) | 10,584,340 | 10,299,259 | |
Assets | [1] | $ 933,361 | $ 966,213 |
Liabilities | [1] | 522,593 | 407,666 |
Variable Interest Entity, Not Primary Beneficiary | |||
Assets | 540,800 | 579,800 | |
Liabilities | 146,000 | 149,600 | |
Investments in affiliates | 273,200 | 304,800 | |
Amount due to affiliate | $ 107,300 | ||
Due from affiliates | $ 11,600 | ||
Series A Preferred Stock | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued (in shares) | 1,111,111 | 1,111,111 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Series B Preferred Stock | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued (in shares) | 555,555 | 555,555 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
[1]The Company’s consolidated balance sheets include the assets and liabilities of its consolidated VIEs. The consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated VIEs totaling $540.8 million and $579.8 million as of December 31, 2023 and December 31, 2022, 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 $146.0 million and $149.6 million as of December 31, 2023 and December 31, 2022, respectively. These VIE balances do not include $273.2 million of investment in affiliates and $107.3 million of amounts due to affiliates as of December 31, 2023 and $304.8 million of investment in affiliates and $11.6 million of amounts due from affiliates as of December 31, 2022 as these are eliminated upon consolidation and not presented within the consolidated balance sheets. See Note 18 – “Variable Interest Entities (VIEs)” for further detail. |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Total revenue | $ 1,386,661 | $ 1,144,163 | $ 773,915 |
Operating expenses | |||
Cost of services, excluding depreciation and amortization | 1,171,703 | 944,685 | 596,142 |
General and administrative expenses | 112,597 | 77,670 | 62,077 |
Depreciation and amortization | 17,748 | 17,543 | 17,517 |
Total expenses | 1,302,048 | 1,039,898 | 675,736 |
Income from operations | 84,613 | 104,265 | 98,179 |
Other income (expense) | |||
Income (loss) from equity method investments | 5,579 | 5,622 | (4,306) |
Gain on sale of equity method investment | 0 | 0 | 2,193 |
Interest expense | (16,102) | (7,920) | (5,394) |
Interest income | 14,208 | 1,976 | 1,571 |
Unrealized loss on investments | (4,581) | (21,271) | (10,745) |
Other income (loss) | 6,121 | 3,944 | (3,750) |
Total other income (expense), net | 5,225 | (17,649) | (20,431) |
Income before provision for income taxes | 89,838 | 86,616 | 77,748 |
Provision for income taxes | 31,989 | 40,875 | 31,693 |
Net income | 57,849 | 45,741 | 46,055 |
Net (loss) income attributable to noncontrolling interests | (2,868) | 570 | (22,868) |
Net income attributable to Astrana Health, Inc. | $ 60,717 | $ 45,171 | $ 68,923 |
Earnings per share – basic (in dollars per share) | $ 1.30 | $ 1 | $ 1.57 |
Earnings per share – diluted (in dollars per share) | $ 1.29 | $ 0.99 | $ 1.52 |
Capitation, net | |||
Revenue | |||
Total revenue | $ 1,215,614 | $ 930,131 | $ 593,224 |
Risk pool settlements and incentives | |||
Revenue | |||
Total revenue | 63,468 | 117,254 | 111,627 |
Management fee income | |||
Revenue | |||
Total revenue | 38,677 | 41,094 | 35,959 |
Fee-for-service, net | |||
Revenue | |||
Total revenue | 59,658 | 49,517 | 26,564 |
Other revenue | |||
Revenue | |||
Total revenue | $ 9,244 | $ 6,167 | $ 6,541 |
CONSOLIDATED STATEMENTS OF MEZZ
CONSOLIDATED STATEMENTS OF MEZZANINE AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock Outstanding | Additional Paid-in Capital | Retained Earnings | Noncontrolling Interest | Noncontrolling Interest Mezzanine |
Temporary equity, carrying amount, beginning balance at Dec. 31, 2020 | $ 113,566 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Net (loss) income | (25,635) | |||||
Purchase of non-controlling interest | $ (75) | $ (75) | (1,546) | |||
Sale of non-controlling interest | 150 | |||||
Purchase of treasury shares | (5,738) | $ (5,738) | ||||
Dividends | (30,000) | |||||
Temporary equity, carrying amount, ending balance at Dec. 31, 2021 | 56,535 | |||||
Balance at beginning (in shares) at Dec. 31, 2020 | 42,249,137 | |||||
Balance at beginning at Dec. 31, 2020 | 329,463 | $ 42 | 261,011 | $ 68,323 | 87 | |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | 71,690 | 68,923 | 2,767 | |||
Purchase of non-controlling interest | (75) | (75) | (1,546) | |||
Sale of non-controlling interest | 150 | |||||
Sale of shares by noncontrolling interest (in shares) | 1,638,045 | |||||
Sale of shares by non-controlling interest | 40,134 | $ 2 | 40,132 | |||
Shares issued for vesting of restricted stock awards (in shares) | 29,973 | |||||
Shares issued for exercise of options and warrants (in shares) | 898,583 | |||||
Shares issued for exercise of options and warrants | 9,061 | $ 1 | 9,060 | |||
Purchase of treasury shares (in shares) | (174,158) | |||||
Purchase of treasury shares | (5,738) | (5,738) | ||||
Share-based compensation | 6,745 | 6,745 | ||||
Investment in non-controlling interest | 3,769 | 3,769 | ||||
Acquisition of non-controlling interest | 500 | 500 | ||||
Cancellation of restricted stock awards (in shares) | (10,707) | |||||
Cancellation of restricted stock awards | (334) | (334) | ||||
Non-controlling interest capital change | 48 | 48 | ||||
Dividends | (1,156) | (1,156) | ||||
Balance at ending (in shares) at Dec. 31, 2021 | 44,630,873 | |||||
Balance at ending at Dec. 31, 2021 | 454,107 | $ 45 | 310,876 | 137,246 | 5,940 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Net (loss) income | (3,195) | |||||
Purchase of non-controlling interest | (4,338) | (4,338) | ||||
Sale of non-controlling interest | 66 | 66 | ||||
Share buy back | (708) | |||||
Tax impact of acquisition | (448) | |||||
Purchase of treasury shares | (9,250) | (9,250) | ||||
Dividends | (37,947) | |||||
Temporary equity, carrying amount, ending balance at Dec. 31, 2022 | 14,237 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | 48,936 | 45,171 | 3,765 | |||
Purchase of non-controlling interest | (4,338) | (4,338) | ||||
Sale of non-controlling interest | 66 | 66 | ||||
Shares issued for vesting of restricted stock awards (in shares) | 342,584 | |||||
Shares issued for vesting of restricted stock awards | (321) | (321) | ||||
Shares issued for exercise of options and warrants (in shares) | 860,528 | |||||
Shares issued for exercise of options and warrants | 8,633 | $ 1 | 8,632 | |||
Purchase of treasury shares (in shares) | (250,000) | |||||
Purchase of treasury shares | (9,250) | (9,250) | ||||
Share-based compensation | 16,101 | 16,101 | ||||
Issuance of shares for business acquisition (in shares) | 18,756 | |||||
Issuance of shares for business acquisition | 1,000 | 1,000 | ||||
Investment in non-controlling interest | 371 | 371 | ||||
Cancellation of restricted stock awards (in shares) | (11,084) | |||||
Cancellation of restricted stock awards | (457) | (457) | ||||
AAMG stock contingent consideration (see Note 21) | 5,569 | 5,569 | ||||
Dividends (in shares) | 984,042 | |||||
Dividends | $ 23,893 | $ 1 | 27,947 | (4,055) | ||
Balance at ending (in shares) at Dec. 31, 2022 | 46,575,699 | 46,575,699 | ||||
Balance at ending at Dec. 31, 2022 | $ 544,310 | $ 47 | 360,097 | 182,417 | 1,749 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Net (loss) income | (7,428) | |||||
Purchase of non-controlling interest | (78) | (78) | ||||
Sale of non-controlling interest | 106 | 106 | ||||
Purchase of treasury shares | (10,042) | (10,042) | (150) | |||
Dividends | (210,873) | |||||
Transfer of common control entities | 1,768 | |||||
Tax impact from dividends | (3,076) | |||||
Tax impact from investments | 361 | |||||
Temporary equity, carrying amount, ending balance at Dec. 31, 2023 | (205,883) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | 65,277 | 60,717 | 4,560 | |||
Purchase of non-controlling interest | (78) | (78) | ||||
Sale of non-controlling interest | 106 | 106 | ||||
Shares issued for vesting of restricted stock awards (in shares) | 390,785 | |||||
Shares issued for vesting of restricted stock awards | (933) | (933) | ||||
Shares issued for exercise of options and warrants (in shares) | 140,000 | |||||
Shares issued for exercise of options and warrants | $ 1,522 | 1,522 | ||||
Purchase of treasury shares (in shares) | (3,451,642) | (285,081) | ||||
Purchase of treasury shares | $ (10,042) | (10,042) | $ (150) | |||
Share-based compensation | 22,040 | |||||
Issuance of shares for business acquisition (in shares) | 22,340 | |||||
Issuance of shares for business acquisition | 800 | 800 | ||||
Dividends | (3,904) | (3,904) | ||||
Transfer of common control entities | $ (2,447) | (2,447) | ||||
Balance at ending (in shares) at Dec. 31, 2023 | 46,843,743 | 46,843,743 | ||||
Balance at ending at Dec. 31, 2023 | $ 616,651 | $ 47 | $ 371,037 | $ 243,134 | $ 2,433 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net income | $ 57,849 | $ 45,741 | $ 46,055 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 17,748 | 17,543 | 17,517 |
Amortization of debt issuance cost | 1,061 | 939 | 1,078 |
Share-based compensation | 22,040 | 16,101 | 6,745 |
Non-cash lease expense | 7,183 | 3,759 | 3,133 |
(Income) loss from equity method investments, net | (5,579) | (5,622) | 4,306 |
Unrealized loss on investments | 4,782 | 25,506 | 10,845 |
Unrealized (gain) loss on interest rate swaps | (201) | (4,235) | 1,071 |
Gain on sale or distribution of investments | (1,246) | (2,272) | (2,193) |
Deferred tax | (12,444) | (14,278) | 7,671 |
Loss (gain) on consolidation of equity method investment | 0 | 901 | (2,752) |
Gain on contingent equity securities | 0 | 0 | (4,270) |
Gain from investment in warrants | 0 | 0 | (1,145) |
Impairment of beneficial interest | 0 | 0 | 15,723 |
Other | 422 | 0 | 189 |
Changes in operating assets and liabilities, net of acquisition amounts: | |||
Receivable, net | (26,735) | (38,194) | (1,518) |
Receivable, net – related parties | 6,167 | 4,229 | (20,116) |
Other receivable | 311 | 8,196 | (5,351) |
Prepaid expenses and other current assets | (2,956) | 818 | 2,708 |
Other assets | 2,864 | (243) | (1,529) |
Accounts payable and accrued expenses | (170) | (49) | 3,217 |
Fiduciary accounts payable | (328) | (2,470) | 892 |
Medical liabilities | 18,610 | 22,786 | 5,279 |
Income taxes payable/receivable | (14,477) | 6,917 | (14,005) |
Operating lease liabilities | (6,674) | (3,945) | (3,215) |
Net cash provided by operating activities | 68,227 | 82,128 | 70,335 |
Cash flows from investing activities | |||
Payments for business and asset acquisition, net of cash acquired | (6,512) | (16,352) | (2,585) |
Proceeds from repayment of loans receivable - related parties | 2,676 | 4,067 | 56 |
Purchases of marketable securities | (2,151) | (1,854) | (28,000) |
Proceeds from sale of marketable securities | 491 | 31,671 | 67,612 |
Issuance of loans receivable | (26,473) | 0 | 0 |
Purchases of investments –privately held | (4,000) | 0 | 0 |
Purchases of property and equipment | (28,529) | (22,940) | (19,223) |
Purchases of investments – equity method | (325) | 0 | (13,622) |
Proceeds from sale of equity method investment | 0 | 0 | 6,375 |
Distribution from investment - equity method | 0 | 400 | 0 |
Contribution to investment - equity method | (700) | (2,105) | 0 |
Cash recorded from consolidation of VIE | 0 | 0 | 5,927 |
Net cash (used in) provided by investing activities | (65,523) | (7,113) | 16,540 |
Cash flows from financing activities | |||
Dividends paid | (62,074) | (14,030) | (31,089) |
Repayments on long-term debt | (204,681) | (3,865) | (238,326) |
Borrowings on long-term debt | 284,527 | 3,598 | 180,569 |
Payment of finance lease obligations | (675) | (561) | (208) |
Proceeds from exercise of stock options and warrants | 1,522 | 8,633 | 9,061 |
Repurchase of shares | (10,192) | (9,250) | (5,739) |
Proceeds from sale of common stock | 0 | 0 | 40,134 |
Purchase of non-controlling interest | (78) | (5,046) | (1,471) |
Proceeds from sale of noncontrolling interest | 0 | 436 | 48 |
Cost of debt issuances | (3,928) | 0 | (727) |
Payment of contingent consideration liabilities | (1,000) | 0 | 0 |
Net cash provided by (used in) financing activities | 3,421 | (20,085) | (47,748) |
Net increase in cash, cash equivalents, and restricted cash | 6,125 | 54,930 | 39,127 |
Cash, cash equivalents, and restricted cash, beginning of year | 288,027 | 233,097 | 193,970 |
Cash, cash equivalents and restricted cash, end of year | 294,152 | 288,027 | 233,097 |
Supplemental disclosures of cash flow information | |||
Cash paid for income taxes | 56,567 | 47,311 | 37,201 |
Cash paid for interest | 14,251 | 6,672 | 4,158 |
Supplemental disclosures of non-cash investing and financing activities | |||
Right-of-use assets obtained in exchange for operating lease liabilities | 25,124 | 0 | 0 |
Tax impact from APC dividends to APC Shareholders | 3,076 | 0 | 0 |
Distribution of real estate investments | 152,767 | 0 | 0 |
Dividend declared included in dividend payable | 0 | 0 | 71 |
Issuance of financing obligation for business combinations | 0 | 0 | 12,706 |
Cashless exercise of warrants | 0 | 694 | 0 |
Fixed asset obtained in exchange for finance lease liabilities | 486 | 971 | 0 |
Common stock issued in business combination | 800 | 1,000 | 0 |
Mortgage loan | 0 | 16,275 | 0 |
Cancellation of Restricted Stock Awards | 0 | 0 | 334 |
Reconciliation of cash, cash equivalents, and restricted cash | |||
Cash and cash equivalents | 293,807 | 288,027 | 233,097 |
Restricted cash | 345 | 0 | 0 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 294,152 | $ 288,027 | $ 233,097 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Overview On February 26, 2024, Apollo Medical Holdings, Inc. rebranded as Astrana Health, Inc (“Astrana”). Unless the context dictates otherwise, references in these notes to the financial statements, the “Company,” “we,” “us,” “our,” and similar words are references to Astrana and its consolidated subsidiaries and affiliated entities, as appropriate, including its consolidated variable interest entities (“VIEs”). Headquartered in Alhambra, California, Astrana is a leading provider-centric, technology-powered, risk-bearing healthcare company. Leveraging its proprietary end-to-end technology solutions, Astrana operates an integrated healthcare delivery platform that enables 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. Together with Astrana’s affiliated physician groups and consolidated subsidiaries and VIEs, the Company provides value-based care enablement services and care delivery with its consolidated care partners to serve patients in California, Nevada, and Texas, the majority of whom are covered by private or public insurance provided through Medicare, Medicaid, and health maintenance organizations (“HMOs”), with a small portion of our revenue coming from non-insured patients. The Company provides care coordination services to each major constituent of the healthcare delivery system, including patients, families, primary care physicians, specialists, acute care hospitals, alternative sites of inpatient care, physician groups, and health plans. The Company’s physician network consists of primary care physicians, specialist physicians, physician and specialist extenders, and hospitalists. Segments The Company’s reportable segments changed from one to three in the first quarter of 2023 as a result of certain changes to the information regularly provided to the Company’s chief operating decision maker when reviewing the Company’s performance as well as an effort to provide additional transparency to investors and other financial statement users. The three segments identified by the Company are Care Partners, Care Delivery and Care Enablement, which are described as follows: Care Partners The Care Partners segment is focused on building and managing high-quality and high-performance provider networks by partnering with, empowering, and investing in strong provider partners aligned on a shared vision for coordinated care delivery. By leveraging the Company’s unique care enablement platform and ability to recruit, empower, and incentivize physicians to effectively manage total cost of care, the Company is able to organize partnered providers into successful multi-payer risk-bearing organizations that take on varying levels of risk based on total cost of care across membership in all lines of business, including Medicare fee for service (“FFS”), Medicare Advantage, Medicaid, Commercial, and Exchange. Through the Company’s network of “independent practice associations” (“IPAs”), “accountable care organizations” (“ACOs”), and Restricted Knox-Keene licensed health plan, the Company’s healthcare delivery entities are responsible for coordinating and delivering high-quality care to the Company’s patients and ensuring continuity of care in Astrana’s ecosystem across age, stage of life, or life circumstance. One of the Company’s Accountable Care Organizations (“ACO”) began participating in the Next Generation Accountable Care Organization (“NGACO”) Model of CMS in January 2017. The NGACO Model was a Center for Medicare & Medicaid Services (“CMS”) program that allowed provider groups to assume higher levels of financial risk and potentially achieve a higher reward from participating in this new attribution-based risk-sharing model. With the termination of the NGACO Model on December 31, 2021, the Company’s ACO participated as a Direct Contracting Entity (“DCE”) in the standard track of CMS’s Global and Professional Direct Contracting (“GPDC”) Model for Performance Year 2022 (“PY22”), beginning January 1, 2022. CMS has since redesigned the GPDC Model in response to the current Administration’s health care priorities, including their commitment to advancing health equity, stakeholder feedback, and participant experience, and renamed the GPDC Model to ACO Realizing Equity, Access, and Community Health (“ACO REACH”) Model. The Company began participation in the ACO REACH Model on January 1, 2023. Care Delivery The Company’s Care Delivery segment is a patient-centric, data-driven care delivery organization focused on delivering high-quality and accessible care to all patients. The Company’s care delivery organization includes primary care, multi-specialty care, and ancillary care services. This segment includes the following: • Primary care clinics, including post-acute care services; • Multi-specialty care clinics and medical groups, including hospitalist, intensivist, and physician advisory services, cardiac care and diagnostic testing, and specialized care for women’s health; and • Ancillary service providers, such as urgent care centers, outpatient imaging centers, ambulatory surgery centers, and full-service labs. Care Enablement The Company’s Care Enablement segment is an integrated, end-to-end clinical, operational, financial, and administrative platform, powered by the Company’s proprietary technology suite, that enhances delivery of high-quality, value-based care to patients and leading to superior clinical and financial outcomes. The Company provides solutions to providers, including independent physicians, provider and medical groups, accountable care organizations, and payers, including health plans and other risk-bearing organizations. The Company’s platform meets providers and payers where they are, with a wide spectrum of solutions across the total cost of care risk spectrum, ranging from solutions for fee-for-service entities to full risk-bearing entities, and across patient types, including Medicare, Medicaid, Commercial, and Exchange patients. This segment includes the Company’s wholly owned subsidiaries which operate as management services organizations (“MSOs”), which enter into long-term management and/or administrative services agreements with Independent Practice Associations (“IPAs”), ACOs, or clinics. By leveraging the Company’s care enablement platform, providers and payers can improve their ability to deliver high-quality care to their patients and achieve better patient outcomes. Other Affiliates The Company’s other affiliates are not included as a reportable segment and primarily consist of the real estate operations and other entities that are individually immaterial. The real estate operations are deemed Excluded Assets that are solely for the benefit of Allied Physicians of California, a Professional Medical Corporation d.b.a. Allied Pacific of California IPA (“APC”) and its shareholders. Excluded Assets means (i) assets received from the sale of shares of APC’s Series A Preferred equal to the Series A purchase price, (ii) the assets of APC that are not Healthcare Services Assets (as defined in the Series A Preferred purchase agreement), including APC’s equity interests in Astrana Health, Inc., and any entity that is primarily engaged in the business of owning, leasing, developing, or otherwise operating real estate, (iii) any assets acquired with the proceeds of the sale, assignment, or other disposition of any of the assets described in clauses (i) or (ii), and (iv) any proceeds of the assets described in clauses (i), (ii), and (iii). As such, any income pertaining to Excluded Assets have no impact on the Series A Preferred dividend payable by APC to Astrana Health Medical Corporation (“Astrana Medical”), formerly known as AP-AMH Medical Corporation, and consequently will not affect net income attributable to Astrana. APC and Astrana Medical are consolidated variable interest entities of the Company. See Note 18 – “Variable Interest Entities (VIEs)” to the consolidated financial statements for information on the Company’s entities that qualify as consolidated VIEs. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated balance sheets as of December 31, 2023 and 2022 and consolidated statements of income for the years ended December 31, 2023, 2022 and 2021 include Astrana’s wholly owned subsidiaries and consolidated variable interest entities (“VIEs”). Reclassifications Certain amounts disclosed in prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications were made between other assets and investments in privately held entities on the accompanying consolidated balance sheet as of December 31, 2022. The reclassification had no effect on net income, earnings per share, retained earnings, cash flows or total assets. Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include collectability of receivables, recoverability of long-lived and intangible assets, business combinations and goodwill valuation and impairment, accrual of medical liabilities (incurred but not reported (“IBNR”) claims), determination of hospital shared-risk and health plan shared-risk revenue and receivables (including constraints, completion factors, and historical margins), income tax valuation allowance, share-based compensation, and right-of-use assets and lease liabilities. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. Variable Interest Entities On an ongoing basis, as circumstances indicate the need for reconsideration, the Company evaluates each legal entity that is not wholly owned by the Company in accordance with the consolidation guidance. The evaluation considers all of the Company’s variable interests, including equity ownership, as well as management services agreements. To fall within the scope of the consolidation guidance, an entity must meet both of the following criteria: • The entity has a legal structure that has been established to conduct business activities and to hold assets; such entity can be in the form of a partnership, limited liability company, or corporation, among others; and • The Company has a variable interest in the legal entity; i.e., variable interests that are contractual, such as equity ownership, or other financial interests that change with changes in the fair value of the entity’s net assets. If an entity does not meet both criteria above, the Company applies other accounting guidance, such as the cost or equity method of accounting. If an entity does meet both criteria above, the Company evaluates such entity for consolidation under either the variable interest model if the legal entity meets any of the following characteristics to qualify as a VIE, or under the voting model for all other legal entities that are not VIEs. A legal entity is determined to be a VIE if it has any of the following three characteristics: • The entity does not have sufficient equity to finance its activities without additional subordinated financial support; • The entity is established with non-substantive voting rights (i.e., where the entity deprives the majority economic interest holder(s) of voting rights); or • The equity holders, as a group, lack the characteristics of a controlling financial interest. Equity holders meet this criterion if they lack any of the following: • The power, through voting rights or similar rights, to direct the activities of the entity that most significantly influence the entity’s economic performance, as evidenced by: • Substantive participating rights in day-to-day management of the entity’s activities; or • Substantive kick-out rights over the party responsible for significant decisions; • The obligation to absorb the entity’s expected losses; or • The right to receive the entity’s expected residual returns. If the Company determines that any of the three characteristics of a VIE are met, the Company will conclude that the entity is a VIE and evaluate it for consolidation under the variable interest model. Variable interest model If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company has: • The power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and • The obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (economics). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary. Refer to Note 18 – “Variable Interest Entities (VIEs)” to the consolidated financial statements for information on the Company’s consolidated VIEs. If there are variable interests in a VIE but the Company is not the primary beneficiary, the Company may account for the investment using the equity method of accounting, refer to Note 6 – “Investments in Other Entities” for entities that qualify as VIEs but the Company is not the primary beneficiary. Business Combinations The Company uses the acquisition method of accounting for all business combinations, which requires assets and liabilities of the acquiree to be recorded at fair value, to measure the fair value of the consideration transferred, including contingent consideration, to be determined on the acquisition date, and to account for acquisition-related costs separately from the business combination. Reportable Segments The Company operates as three reportable segments: • Care Partners; • Care Delivery; and • Care Enablement. Refer to Note 1 — “Description of Business” and Note 20 — “Segments” to the consolidated financial statements for information on the Company’s segments. Cash and Cash Equivalents The Company’s cash and cash equivalents primarily consist of money market funds and certificates of deposit. The Company considers all highly liquid investments that are both readily convertible into known amounts of cash and mature within 90 days from their date of purchase to be cash equivalents. The Company maintains its cash in deposit accounts with several banks, which at times may exceed the insured limits of the Federal Deposit Insurance Corporation (“FDIC”). The Company believes it is not exposed to any significant credit risk with respect to its cash, cash equivalents, and restricted cash. As of December 31, 2023 and 2022, the Company’s deposit accounts with banks exceeded the FDIC’s insured limit by approximately $318.9 million and $324.7 million, respectively. The Company has not experienced any losses to date and performs ongoing evaluations of these financial institutions to limit the Company’s concentration of risk exposure. Restricted Cash Restricted cash consists of cash held as collateral in the event of default as required by certain health plan contracts. Investments in Marketable Securities Investments in marketable securities consist of equity securities and certificates of deposit with various financial institutions. The appropriate classification of investments is determined at the time of purchase and such designation is reevaluated at each balance sheet date. Certificates of deposit in investments in marketable securities are reported at par value, plus accrued interest, with maturity dates greater than ninety days. Equity securities are reported at fair value. These securities are classified as Level 1 in the valuation hierarchy, where quoted market prices from reputable third-party brokers are available in an active market and unadjusted. Equity securities with low trading volume are determined to not have an active market with buyers and sellers ready to trade. Accordingly, the Company classifies such equity securities as Level 2 in the valuation hierarchy, and their valuation is based on weighted-average share prices from observable market data. Receivables, Receivables – Related Parties, Other Receivables, Loan Receivable, and Loan Receivable - Related Party The Company’s receivables are comprised of accounts receivable, capitation and claims receivable, risk pool settlements, incentive receivables, management fee income, and other receivables. Accounts receivables are recorded and stated at the amount expected to be collected. The Company’s receivables – related parties are comprised of risk pool settlements, management fee income, and other receivables. Receivables – related parties are recorded and stated at the amount expected to be collected. The Company’s loan receivable and loan receivable - related party consists of promissory notes that accrue interest per annum. As of December 31, 2023, promissory notes are expected to be collected by their maturity date. Capitation receivables relate to each health plan’s capitation and are received by the Company in the month following the month of service. Risk pool settlements and incentive receivables mainly consist of the Company’s hospital shared-risk pool receivable that is recorded quarterly based on reports received from the Company’s hospital partners and management’s estimate of the Company’s portion of the estimated risk pool surplus for open performance years. Settlement of risk pool surplus or deficits occurs approximately 18 months after the risk pool performance year is completed. Other receivables consist of receivables from fee-for-services (“FFS”) reimbursement for patient care, certain expense reimbursements, transportation reimbursements from the hospitals, and stop-loss insurance premium reimbursements. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyzes the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected and adjustments are recorded when necessary. Reserves are recorded primarily on a specific identification basis. Receivables are recorded when the Company is able to determine amounts receivable under applicable contracts and agreements based on information provided and collection is reasonably likely to occur. In regard to the credit loss standard, the Company continuously monitors its collections of receivables, and the Company’s expectation is that the historical credit loss experienced across its receivable portfolio is materially similar to any current expected credit losses that would be estimated under the current expected credit losses (“CECL”) model. Concentrations of Credit Risks The Company disaggregates revenue from contracts by service type and payer type. This level of detail provides useful information pertaining to how the Company generates revenue by significant revenue stream and by type of direct contracts. The consolidated statements of income present disaggregated revenue by service type. The following table presents disaggregated revenue generated by each payer type (in thousands): Years Ended December 31, 2023 2022 2021 Commercial $ 167,048 $ 171,723 $ 138,333 Medicare 901,322 633,463 307,286 Medicaid 266,093 280,083 283,311 Other third parties 52,198 58,894 44,985 Revenue $ 1,386,661 $ 1,144,163 $ 773,915 The Company had major payers from its Care Partners segment that contributed the following percentages of net revenue: Years Ended December 31, 2023 2022 2021 Payer A *% *% 15.3 % Payer B 38.8 % 34.2% 11.9 % Payer C 10.1 % *% *% Payer D *% *% 12.5 % * Less than 10% of total net revenues The Company had major payers that contributed to the following percentages of net receivables and receivables - related parties: As of December 31, 2023 2022 Payer B 36.0 % 26.0 % Payer E 41.0 % 52.0 % Land, Property, and Equipment, Net Land is carried at cost and is not depreciated as it is considered to have an indefinite useful life. Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets ranging from three Maintenance and repairs are charged to expense as incurred. Upon sale or retirement, the asset cost and related accumulated depreciation and amortization are removed from the accounts, and any related gain or loss is included in the determination of consolidated net income. Fair Value Measurements of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, fiduciary cash, investment in marketable securities, receivables, loans receivable, accounts payable, certain accrued expenses, finance lease obligations, long-term debt, and certain other liabilities. The carrying values of the financial instruments classified as current in the accompanying consolidated balance sheets are considered to be at their fair values, due to the short maturity of these instruments. The carrying amounts of finance lease obligations and long-term debt approximate fair value as they bear interest at rates that approximate current market rates for debt with similar maturities and credit quality. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), applies to all financial assets and financial liabilities that are measured and reported on a fair value basis and requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. ASC 820 establishes a fair value hierarchy for disclosure of the inputs to valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 —Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date. Level 2 —Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates and yield curves), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 —Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including the Company’s own data. There have been no changes in Level 1, Level 2, or Level 3 classification and no changes in valuation techniques for these assets and liabilities for the years ended December 31, 2023 and 2022. Intangible Assets and Long-Lived Assets Intangible assets with finite lives include network-payer relationships, management contracts, member relationships, subscriber relationships, and developed technology and are stated at cost, less accumulated amortization, and impairment losses. These intangible assets are amortized using the accelerated method based on the discounted cash flow rate or using the straight-line method. Intangible assets with finite lives also include a patient management platform, as well as trade names and trademarks, whose valuations were determined using the cost to recreate method and the relief from royalty method, respectively. These assets are stated at cost, less accumulated amortization, and impairment losses, and are amortized using the straight-line method. Finite-lived intangibles and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the expected future cash flows from the use of such assets (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the carrying value of the asset to its estimated fair value. Fair value is determined based on appropriate valuation techniques. Goodwill and Indefinite-Lived Intangible Assets Under ASC 350, Intangibles – Goodwill and Other, goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment under a two step process. • Step 1— Under a qualitative assessment, determine if there are indicators of impairment. If so, proceed to Step 2. • Step 2 — Under a quantitative assessment, if the fair value of each reporting unit is less than its carrying value, there is an impairment. The Company may also elect to skip the qualitative testing and proceed directly to quantitative testing. The Company’s four reporting units consist of the following: • Care Partners – IPA; • Care Partners – ACO; • Care Delivery; and • Care Enablement. An impairment loss is recognized if the carrying value of a reporting unit exceeds its fair value. If this event arises, the impairment loss recorded is equal to the excess of the carrying value of the reporting unit over its fair value. At least annually, indefinite-lived intangible assets are tested for impairment. Impairment for intangible assets with indefinite lives exists if the carrying value of the intangible asset exceeds its fair value. The fair values of indefinite-lived intangible assets are determined using valuation techniques based on estimates, judgments, and assumptions management believes are appropriate in the circumstances. The Company had no impairment of its goodwill or indefinite-lived intangible assets during the years ended December 31, 2023, 2022 and 2021. Investments in Other Entities – Equity Method The Company accounts for certain investments using the equity method of accounting when it is determined that the investment provides the Company with the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investee and is recognized in the accompanying consolidated statements of income under “Income (loss) from equity method investments” and also is adjusted by contributions to and distributions from the investee. Investments in Privately Held Entities The Company accounts for certain investments using the cost method of accounting when it is determined that the investment provides the Company with little or no influence over the investee. Under the cost method of accounting, the investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. The investments in privately held entities that do not report net asset value are subject to qualitative assessment for indicators of impairments. Medical Liabilities The Company’s Care Partners segment is responsible for integrated care that the associated physicians and contracted hospitals provide to their enrollees. The Company’s Care Partners segment provides integrated care to HMOs, Medicare, and Medi-Cal enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of services, excluding depreciation and amortization, in the accompanying consolidated statements of income. An estimate of amounts due to contracted physicians, hospitals, and other professional providers is included in medical liabilities in the accompanying consolidated balance sheets. Medical liabilities include claims reported as of the balance sheet date and estimated IBNR claims. Such estimates are developed using actuarial methods and are based on numerous variables, including the utilization of healthcare services, historical payment patterns, cost trends, product mix, seasonality, changes in membership, and other factors. The estimation methods and the resulting reserves are periodically reviewed and updated. Many of the medical contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of various services. Such differing interpretations may not come to light until a substantial period of time has passed following the contract implementation. Fiduciary Cash and Payable The Company’s Care Partner segment collects cash from health plans on behalf of their sub-IPAs and providers and passes the money through to them. The fiduciary cash balance of $7.7 million and $8.1 million as of December 31, 2023 and 2022, respectively, is presented within prepaid expenses and other current assets and the related payable is presented as fiduciary payable in the accompanying consolidated balance sheets. Revenue Recognition The Company receives payments from the following sources for services rendered: • Commercial insurers; • Federal government under the Medicare program administered by CMS; • State governments under Medicaid and other programs; • Other third-party payers (e.g., hospitals and IPAs); and • Individual patients and clients. Revenue primarily consists of the following: • Capitation revenue; • Risk pool settlements and incentives; • GPDC/ACO REACH capitation revenue; • Management fee income; and • FFS revenue. Revenue is recorded in the period in which services are rendered or the period in which the Company is obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the customer. Nature of Services and Revenue Streams Revenue primarily consists of capitation revenue, risk pool settlements and incentives, GPDC/ACO REACH capitation revenue, management fee income, and FFS revenue. Revenue is recorded in the period in which services are rendered or the period in which the Company is obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the customer. The following is a summary of the principal forms of the Company’s billing arrangements and how revenue is recognized for each. Capitation, Net Managed care revenues of the Company consist primarily of capitated fees for medical services provided by the Company under a capitated arrangement directly made with various managed care providers, including HMOs. Capitation revenue is typically prepaid monthly to the Company based on the number of enrollees selecting the Company as their healthcare provider. Capitation revenue is recognized in the month in which the Company is obligated to provide services to plan enrollees under contracts with various health plans. Minor ongoing adjustments to prior months’ capitation, primarily arising from contracted HMOs finalizing their monthly patient eligibility data for additions or subtractions of enrollees, are recognized in the month they are communicated to the Company. Additionally, Medicare pays capitation using a “Risk Adjustment” model, which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on a monthly basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or fewer healthcare services than assumed in the interim payments. Since the Company cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of Risk Adjustment are recognized when those changes are communicated by the health plans to the Company. Per member per month (“PMPM”) managed care contracts generally have a term of one year or longer. The Company assesses the profitability of its managed care contracts to identify contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future revenues, a premium deficiency reserve is recognized. No premium deficiency reserves were recorded as of December 31, 2023. All managed care contracts have a single performance obligation that constitutes a series for the provision of managed healthcare services for a population of enrolled members for the duration of the contract. The transaction price for PMPM contracts is variable as it primarily includes PMPM fees associated with unspecified membership that fluctuates throughout the contract. In certain contracts, PMPM fees also include adjustments for items such as performance incentives, performance guarantees, and risk sharing. The Company generally estimates the transaction price using the most likely amount methodology and amounts are only included in the net transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. The majority of the Company’s net PMPM transaction price relates specifically to the Company’s efforts to transfer the service for a distinct increment of the series (e.g., day or month) and is recognized as revenue in the month in which members are entitled to service. GPDC/ACO REACH Capitation Revenue CMS contracts with ACOs, which are composed of healthcare providers operating under a common legal structure and accept financial accountability for the overall quality and cost of medical care furnished to Medicare FFS beneficiaries aligned to the entity. The combination of the FFS model and the GPDC/ACO REACH model changes the distribution of responsibilities, risks, costs, and rewards among CMS, ACOs and providers. By entering into a contract with CMS, an ACO voluntarily takes on operational, financial, and legal responsibilities and risks that no party has, individually or collectively, under the existing FFS model. Each ACO bears the economic costs, and reaps the economic rewards, of fulfilling its responsibilities and managing its risks as an ACO. APAACO has participated in ACO REACH, and its predecessor model, Global and Professional Direct Contracting Model (“GPDC Model”), since January 1, 2022. For each performance year, CMS will pay a total benchmark amount, determined unilaterally by CMS in advance but subject to prospective adjustments throughout the year, for the totality of care provided to the ACO’s population of aligned beneficiaries over the course of that year. The benchmark is net of a quality withholding applied by CMS. At the end of each performance year, a portion, or all, of the quality withholding can be earned based on APAACO’s performance. ACO REACH capitation revenue is recognized based on the estimated transaction price to transfer the service for a distinct increment of the series (i.e., month) and is recognized net of quality incentives/penalties. ACO REACH capitation revenue is recognized in the accompanying consolidated statements of income under capitation, net. Risk Pool Settlements and Incentives Certain IPAs enter into hospital shared-risk capitation arrangements with certain health plans and local hospitals, where the hospital is responsible for providing, arranging and paying for institutional risk and the IPA is responsible for providing, arranging, and paying for professional risk. Under a hospital shared-risk pool-sharing agreement, the IPA generally receives a percentage of the net surplus from the affiliated hospital’s risk pools with HMOs after deductions for the affiliated hospital’s costs. Advance settlement payments are typically made quarterly in arrears if there is a surplus. The Company’s risk pool settlements under arrangements with health plans and hospitals are recognized using the most likely amount methodology and amounts are only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. The assumptions for historical margin, IBNR completion factors, and constraint percentages were used by management in applying the most likely amount methodology. Under capitated arrangements with certain HMOs, certain IPAs participate in one or more health plan shared-risk arrangements relating to the provision of institutional services to enrollees and thus can earn additional revenue or incur losses based upon the enrollee utilization of institutional services. Health plan shared-risk arrangements are entered into with certain health plans, which are administered by the health plan, where the IPA is responsible for rendering professional services, but the health plan does not enter into a capitation arrangement with a hospital and therefore the health plan retains the institutional risk. Health plan shared-risk deficits, if any, are not payable until and unless (and only to the extent) risk-sharing surpluses are generated. At the termination of the HMO contract, any accumulated deficit will be extinguished. The Company's risk pool settlements under arrangements with HMOs are recognized, using the most likely methodology, and only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur. Given the lack of access to the health plans’ data and control over the members assigned to the IPA, the adjustments and/or the withheld amounts are unpredictable and as such, the IPA’s risk-share revenues are deemed to be fully constrained until they are notified of the amount by the health plan. Final settlement of risk pools for prior contract years generally occur in the third or fourth quarter of the following year. In addition to risk-sharing revenues, the Company also receives incentives under “pay-for-performance” programs for quality medical care, based on various criteria. As an incentive to promote quality care, certain HMOs have designed quality incentive programs and commercial generic pharmacy incentive programs to compensate the Company for its efforts to improve the quality of services and efficient and effective use of pharmacy supplemental benefits provided to HMO members. The incentive programs track specific performance measures and calculate payments to the Company based on the performance measures. The Company’s incentives under “pay-for-performance” programs are recognized using the most likely methodology. However, as the Company does not have sufficient insight from the health plans on the amount and timing of the health plan shared-risk pool and incentive payments, these amounts are considered to be fully constrained and only recorded when such payments are known and/or received. Generally, for the foregoing arrangements, the final settlement is dependent on each distinct day’s performance within the annual measurement period but cannot be allocated to specific days until the full measurement period has occurred and performance can be assessed. As such, this is a form of variable consideration estimated at contract inception and |
Business Combinations, Asset Ac
Business Combinations, Asset Acquisitions, and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations, Asset Acquisitions, and Goodwill | Business Combinations, Asset Acquisitions, and Goodwill Texas Independent Providers, LLC (“TIP”) On September 1, 2023, the Company acquired certain assets relating to TIP. The acquired assets allow the Company to provide high-quality care services to Medicare Advantage patients in Texas. The purchase price consisted of cash funded on September 1, 2023. For Your Benefit, Inc. (“FYB”) On May 1, 2023, the Company acquired 100% of the equity interest in FYB. FYB is licensed by the California Department of Managed Health Care as a full-service Restricted Knox-Keene licensed health plan to serve Medicare Advantage members only in designated California counties. As a Restricted Knox-Keene licensed health plan, FYB is not permitted to market directly to Medicare beneficiaries, but rather, contracts with “upstream” Medicare Advantage payer plans on a “global capitation” basis, which enables FYB to assume full financial responsibility, including both professional and institutional risk, for the medical costs of its Medicare Advantage members under the Knox-Keene Health Care Service Plan Act of 1975. Chinese Community Health Care Association (“CCHCA”) On March 1, 2023, the Company acquired certain healthcare assets from CCHCA. The acquired assets allow the Company to provide high-quality care to more patients in the San Francisco Community. The purchase price consisted of cash funded on May 1, 2023. All American Medical Group (“AAMG”) On October 31, 2022, Astrana Care Partners Medical Corporation (“Astrana Care Partners Medical”), formerly known as AP-AMH 2 Medical Corporation, a consolidated VIE of the Company, acquired 100% of the equity interest in AAMG. AAMG is an IPA operating in Northern California. The purchase price consisted of cash funded upon close of the transaction and additional consideration (“AAMG contingent consideration”) and stock consideration (“AAMG stock contingent consideration”) contingent on AAMG meeting revenue and capitated member metrics for fiscal year 2023 and 2024. The fair value of the AAMG contingent consideration and AAMG stock contingent consideration on the date of acquisition was $5.9 million and $5.6 million, respectively. Refer to Note 21 - “Fair Value Measurements of Financial Instruments” for additional information on contingent considerations. Valley Oaks Medical Group (“VOMG”) On October 14, 2022, one of the Company’s key personnel acquired 100% of the equity interest in VOMG, resulting in the Company consolidating VOMG as a VIE. VOMG owns primary care clinics in Nevada and Texas. The purchase price consists of cash funded upon the close of transaction and additional cash consideration (“VOMG contingent consideration”) contingent on VOMG meeting financial metrics for fiscal years 2023 and 2024. Refer to Note 21 - “Fair Value Measurements of Financial Instruments” for additional information on contingent considerations. Jade Health Care Medical Group, Inc. (“Jade”) On April 19, 2022, the Company acquired 100% of the capital stock of Jade. The purchase was paid in cash. Jade is a primary and specialty care physicians’ group focused on providing high-quality care to its patients in the San Francisco Bay Area in Northern California. Orma Health, Inc., and Provider Growth Solutions LLC (together, “Orma Health”) On January 27, 2022, the Company acquired 100% of the capital stock of Orma Health, Inc., and Provider Growth Solutions, LLC (together, “Orma Health”). The purchase was paid in cash and in the Company’s capital stock. Orma Health’s real-time Clinical AI platform ingests data from multiple sources and utilizes advanced risk-stratification models to identify patients for various clinical programs, including remote patient monitoring (“RPM”), mental health support, chronic care management, and more. Its clinical platform is also deeply integrated with Orma Health’s proprietary RPM ecosystem, which consists of smart health devices and a suite of technology tools to manage patient health. The acquisitions were accounted for under the acquisition method of accounting. The fair value of the consideration for the acquired companies were allocated to acquired tangible and intangible assets and liabilities based upon 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. 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. The results of operations of the acquisitions have been included in the Company’s consolidated financial statements from the date of acquisition. 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. Goodwill is not deductible for tax purposes. The change in the carrying value of goodwill for the years ended December 31, 2023 and 2022 was as follows (in thousands): Amount Balance at January 1, 2022 $ 246,416 Acquisitions 21,486 Adjustments 1,151 Balance at December 31, 2022 269,053 Acquisitions 7,866 Adjustments 1,912 Balance at December 31, 2023 $ 278,831 |
Land, Property and Equipment, N
Land, Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Land, Property and Equipment, Net | Land, Property, and Equipment, Net Land, property, and equipment, net consisted of (in thousands): Useful Life (Years) December 31, 2023 December 31, 2022 Land* N/A $ — $ 32,288 Buildings* 5 - 39 — 58,451 Computer software 3 - 5 4,923 4,731 Furniture and equipment 3 - 7 18,854 17,161 Construction in progress* N/A 340 12,801 Leasehold improvements 3 - 39 5,930 7,151 30,047 132,583 Less accumulated depreciation and amortization (22,876) (24,047) Land, property, and equipment, net $ 7,171 $ 108,536 *Certain land, property, and equipment, net that were deemed Excluded Assets that are solely for the benefit of APC and its common shareholders were spun-off as part of the Spin-Off. Refer to Note 1 — “Description of Business” to the consolidated financial statements for information on the Spin-Off. As of December 31, 2023 and 2022, the Company had finance leases totaling $1.7 million and $1.8 million, respectively, included in land, property, and equipment, net in the accompanying consolidated balance sheets. Depreciation expense was $5.1 million , |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net At December 31, 2023, intangible assets, net consisted of the following (in thousands): Useful Gross Additions Impairment/ Gross Accumulated Net Indefinite lived assets: Trademarks N/A $ 2,150 $ — $ — $ 2,150 $ — $ 2,150 Amortized intangible assets: Network relationships 11-21 150,679 — — 150,679 (104,859) 45,820 Management contracts 15 22,832 — — 22,832 (16,662) 6,170 Member relationships 10-14 16,633 7,444 — 24,077 (7,345) 16,732 Patient management platform 5 2,060 — — 2,060 (2,060) — Tradename/trademarks 20 1,011 — — 1,011 (308) 703 Developed technology 6 107 — — 107 (34) 73 $ 195,472 $ 7,444 $ — $ 202,916 $ (131,268) $ 71,648 At December 31, 2022, intangible assets, net consisted of the following (in thousands): Useful Gross January 1, 2022 Additions Impairment/ Gross Accumulated Net Indefinite Lived Assets: Trademarks N/A $ 2,150 $ — $ — $ 2,150 $ — $ 2,150 Amortized intangible assets: Network relationships 11-21 150,679 — — 150,679 (95,451) 55,228 Management contracts 15 22,832 — — 22,832 (15,208) 7,624 Member relationships 12 8,997 7,636 — 16,633 (5,619) 11,014 Patient management platform 5 2,060 — — 2,060 (2,060) — Tradename/trademarks 20 1,011 — — 1,011 (257) 754 Developed technology 6 — 107 — 107 (16) 91 $ 187,729 $ 7,743 $ — $ 195,472 $ (118,611) $ 76,861 As of December 31, 2023, network relationships, management contracts, member relationships, tradename/trademarks, and developed technology had weighted-average remaining useful lives of 9.4 years, 6.5 years, 11.1 years, 13.9 years, and 4.1 years respectively. Total weighted-average remaining useful lives for all amortized intangible assets as of December 31, 2023 was 9.6 years. Amortization expense was $12.7 million, $13.7 million and $15.4 million for the years ended December 31, 2023, 2022, and 2021, respectively, which is included in depreciation and amortization in the accompanying consolidated statements of income. There was no impairment loss recorded related to intangibles for the years ended December 31, 2023, 2022 and 2021. Future amortization expense is estimated to be as follows for the years ending December 31 (in thousands): Amount 2024 $ 12,818 2025 11,661 2026 10,232 2027 8,794 2028 7,603 Thereafter 18,390 $ 69,498 |
Investments in Other Entities
Investments in Other Entities | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Other Entities | Investments in Other Entities Equity Method For the twelve months ended December 31, 2023 and 2022, the Company’s equity method investment balance consisted of the following (in thousands): % of Ownership December 31, 2022 Initial Investment Allocation of Net Income (Loss) Funding Adjustment of Fair Value* Distribution December 31, 2023 LaSalle Medical Associates – IPA Line of Business 25% $ 5,684 $ — $ 4,182 $ — $ — $ — $ 9,866 Pacific Medical Imaging & Oncology Center, Inc. 40% 1,878 — (187) — — — 1,691 531 W. College, LLC * 50% 17,281 — (508) 700 91 (17,564) — One MSO, LLC * 50% 2,718 — 938 — 3,260 (6,916) — CAIPA MSO, LLC 30% 12,738 — 922 — — — 13,660 Other ** 25% — 325 232 — — — 557 $ 40,299 $ 325 $ 5,579 $ 700 $ 3,351 $ (24,480) $ 25,774 * Investments deemed Excluded Assets that are solely for the benefit of APC and its common shareholders. These Excluded Assets were spun-off on December 26, 2023 as part of the Spin-Off. On the date of distribution, the investments were recorded at fair value. The gain, representing the difference between the fair value and the carrying value of the investment, was $3.4 million and is presented within other income in the accompanying consolidated statement of net income. Refer to Note 1 — “Description of Business” to the consolidated financial statements for information on the Spin-Off. ** Other consists of smaller equity method investments. % of Ownership December 31, 2021 Allocation of Net Income (Loss) Funding Reclassified to Loan Receivable Funding Entity Consolidated Distribution December 31, 2022 LaSalle Medical Associates – IPA Line of Business 25% $ 3,034 $ 4,775 $ (2,125) $ — $ — $ — $ 5,684 Pacific Medical Imaging & Oncology Center, Inc. 40% 1,719 159 — — — — 1,878 531 W. College, LLC * 50% 17,230 (619) — 670 — — 17,281 One MSO, LLC * 50% 2,910 408 — — — (600) 2,718 Tag-6 Medical Investment Group, LLC* 100% 4,830 153 — 1,435 (6,418) — — CAIPA MSO, LLC 30% 11,992 746 — — — — 12,738 $ 41,715 $ 5,622 $ (2,125) $ 2,105 $ (6,418) $ (600) $ 40,299 * Investments deemed Excluded Assets that are solely for the benefit of APC and its common shareholders. These Excluded Assets were spun-off on December 26, 2023 as part of the Spin-off. Refer to Note 1 — “Description of Business” to the consolidated financial statements for information on the Spin-Off. Equity method investments are subject to impairment evaluation. There was no impairment loss recorded related to equity method investments for the years ended December 31, 2023, 2022, and 2021. Investments in privately held entities that do not report net asset value MediPortal, LLC In May 2018, APC purchased 270,000 membership interests of MediPortal LLC, a New York limited liability company, for $0.4 million or $1.50 per membership interest, which represented approximately 2.8% ownership interest. In connection with the initial purchase, APC received a five-year warrant to purchase an additional 270,000 membership interests. A five-year option to purchase an additional 380,000 membership interests and a five AchievaMed In July 2019, Astrana Health Management, Inc. (“AHM”), formerly known as Network Medical Management Inc., and AchievaMed, Inc., a California corporation (“AchievaMed”), entered into an agreement in which AHM would purchase 50% of the aggregate shares of capital stock of AchievaMed over a period of time not to exceed five years. As a result of this transaction, AHM invested $0.5 million for a 10% interest. The related investment balance of $0.5 million is included in investments in privately held entities in the accompanying consolidated balance sheets as of December 31, 2023. As AHM does not have the ability to exercise significant influence, and lacks control, over the investee, this investment is accounted for using a measurement alternative, which allows the investment to be measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. During the years ended December 31, 2023 and 2022, there were no observable price changes to AHM’s investment. Third Way Health, Inc. In August 2022, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with Third Way Health, Inc. (“Third Way Health”). Based on certain triggering events defined in the SAFE, the Company has rights to Third Way Health’s shares. The number of shares to be acquired will be calculated when the triggered event occurs. As of December 31, 2023 and 2022, the related investment balance of $3.5 million and $1.5 million, respectively, is included in investments in privately held entities in the accompanying consolidated balance sheets. As the Company does not have the ability to exercise significant influence, and lacks control, over the investee, this investment is accounted for using a measurement alternative, which allows the investment to be measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. During the years ended December 31, 2023 and 2022, there were no observable price changes to the Third Way Health investment. Seen Health, Inc. On April 1, 2023, the Company entered into a SAFE with Seen Health, Inc. (“Seen Health”). Based on certain triggering events defined in the SAFE, the Company has rights to Seen Health’s shares. The number of shares to be acquired will be calculated when the triggering event occurs. As of December 31, 2023, the related investment balance of $2.0 million is included in investments in privately held entities in the accompanying consolidated balance sheets. As the Company does not have the ability to exercise significant influence, and lacks control, over the investee, this investment is accounted for using a measurement alternative, which allows the investment to be measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. During the year ended December 31, 2023, there were no observable price changes to the Seen Health investment. |
Loan Receivable and Loan Receiv
Loan Receivable and Loan Receivable – Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Loan Receivable [Abstract] | |
Loan Receivable and Loan Receivable – Related Parties | Loan Receivable and Loan Receivable – Related Parties Loans receivable Pacific6 In October 2020, AHM received a promissory note from 6 Founder LLC, a California limited liability company doing business as Pacific6 Enterprises totaling $0.5 million as a result of the sale of the Company’s interest in MWN. Interest accrues at a rate of 5% per annum and is payable monthly through the maturity date of December 1, 2023. IntraCare On July 27, 2023, the Company entered into a five-year convertible promissory note with IntraCare as the borrower. The principal on the note is $25.0 million, with interest on the outstanding principal amount and unpaid interest at a rate per annum equal to 8.81%, compounded annually. In the event that the convertible promissory note remains outstanding on or after the maturity date of July 27, 2028, the outstanding principal balance and any unpaid accrued interest shall, upon the election of the Company, convert into IntraCare preferred shares. As of December 31, 2023, the related note balance of $26.0 million is included in loan receivable, non-current in the accompanying consolidated balance sheets. The Company assessed the outstanding loan receivable under the CECL model by assessing the party’s ability to pay by reviewing their interest payment history quarterly, financial history annually, and reassessing any identified insolvency risk. Loan receivable — related party LaSalle Medical Associates Loan (“LMA Loan”) |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses The Company’s accounts payable and accrued expenses consisted of the following (in thousands): December 31, 2023 December 31, 2022 Accounts payable and other accruals $ 9,075 $ 10,473 Capitation payable 4,503 4,229 Subcontractor IPA payable 2,529 2,415 Professional fees 4,407 2,709 Due to related parties 9,271 3,304 Contract liabilities 744 531 Accrued compensation 20,098 15,301 Other provider payable 9,322 10,600 Total accounts payable and accrued expenses $ 59,949 $ 49,562 |
Medical Liabilities
Medical Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract] | |
Medical Liabilities | Medical Liabilities The Company’s medical liabilities consisted of the following (in thousands): December 31, 2023 December 31, 2022 Medical liabilities, beginning of year $ 81,255 $ 55,783 Acquired (see Note 3) 6,157 2,956 Components of medical care costs related to claims incurred: Current period 866,501 646,679 Prior periods (13,566) 5,152 Total medical care costs 852,935 651,831 Payments for medical care costs related to claims incurred: Current period (759,354) (559,751) Prior periods (76,696) (67,149) Total paid (836,050) (626,900) Adjustments 2,360 (2,415) Medical liabilities, end of year $ 106,657 $ 81,255 |
Credit Facility, Bank Loans, an
Credit Facility, Bank Loans, and Lines of Credit | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Credit Facility, Bank Loans, and Lines of Credit | Credit Facility, Bank Loans, and Lines of Credit Credit Facility The Company’s debt balance consists of the following (in thousands): December 31, 2023 December 31, 2022 Revolver Loan $ — $ 180,000 Term Loan 280,000 — Real Estate Loans* — 23,168 Construction Loan * — 4,159 Promissory Note Payable 2,000 — Total debt 282,000 207,327 Less: Current portion of debt (19,500) (619) Less: Unamortized financing costs (3,561) (3,319) Long-term debt $ 258,939 $ 203,389 *These loans are a component of Excluded Assets that are solely for the benefit of APC and its common shareholders. The estimated fair value of the Company’s long-term debt was determined using Level 2 inputs primarily related to comparable market prices. As of December 31, 2023 and 2022, the carrying value was not materially different from fair value, as the interest rates on the Company’s debt approximated rates currently available to the Company. The following are the future commitments of the Company’s debt for the years ending December 31 (in thousands): Amount 2024 $ 19,500 2025 15,750 2026 21,000 2027 22,750 2028 203,000 Thereafter — Total $ 282,000 Credit Facility Amended Credit Agreement On June 16, 2021, the Company entered into an amended and restated credit agreement (as subsequently amended as described below, the “Amended Credit Agreement”) with Truist Bank, in its capacity as administrative agent for the lenders, issuing bank, swingline lender and lender, and the banks and other financial institutions from time to time party thereto, to, among other things, amend and restate that certain credit agreement, dated September 11, 2019, by and among the Company, Truist Bank, and certain lenders thereto, in its entirety. The Amended Credit Agreement provides for a five-year revolving credit facility to the Company of $400.0 million (“Revolver Loan”), which includes a letter of credit sub-facility of up to $25.0 million and a swingline loan sub-facility of $25.0 million. As of December 31, 2023, the Company did not have any outstanding borrowings under the Revolver Loan. On December 20, 2022, the Company entered into the First Amendment to the Amended Credit Agreement in which all amounts borrowed under the Amended Credit Agreement as of the effective date were automatically converted from LIBOR Loans to SOFR Loans with an initial interest period of one month on and as of the amendment effective date. Amounts borrowed under the Revolver Loan bear interest at an annual rate equal to either, at the Company’s option, (a) the Term SOFR Reference Rate (as defined in the Amended Credit Agreement), adjusted for any Term SOFR Adjustment (as defined in the Amended Credit Agreement) plus a spread ranging from 1.25% to 2.50%, as determined on a quarterly basis based on the Company’s Consolidated Total Net Leverage Ratio (as defined in the Amended Credit Agreement), or (b) a base rate, plus a spread ranging from 0.25% to 1.50%, as determined on a quarterly basis based on the Company’s Consolidated Total Net Leverage Ratio. On September 8, 2023, a Second Amendment to the Amended Credit Agreement was entered into which, among other things, (i) increased the letter of credit sub-facility from $25.0 million to $50.0 million; (ii) revised the form of compliance certificate required to be submitted by the Company to the lenders on a quarterly basis; and (iii) waived the Specified Events of Default (as defined in the amendment) that occurred under the Amended Credit Agreement, relating to the Company’s calculation of Consolidated Total Net Leverage Ratio and payment of certain interest and letter of credit fees, in each case, for the periods from the quarter ended September 30, 2021 through the quarter ended March 31, 2023. On November 3, 2023, the Company entered into a Third Amendment to the Amended Credit Agreement (“Third Amendment”) with Truist Bank and the other financial institutions party thereto. The Third Amendment provided a new term loan to the Company in an aggregate amount of up to $300.0 million, with $180.0 million funded at the closing of the Third Amendment, and $120.0 million available to be drawn by the Company as delayed draw loans during the six months subsequent to the closing of the Third Amendment (collectively, the “Term Loan”). The Term Loan matures on November 3, 2028 (or such earlier date on which it is terminated in accordance with the provisions of the Amended Credit Agreement) and amortizes quarterly at 5% per annum for each of the first two years, 7.5% per annum for years three and four, and 10% per annum for year five. As of December 31, 2023, the Company made total drawdowns under the Term Loan of $280.0 million, of which $180.0 million was used to pay down outstanding amounts borrowed on the Revolver Loan as of the Third Amendment closing date. The Company will pay a quarterly ticking fee on the delayed draw portion of the Term Loan, during the draw period, in an amount equal to 0.375% per annum multiplied by the average daily unused portion of the delayed draw maximum amount. The Term Loan will be secured by substantially all assets of the Company and subsidiaries of the Company that are not designated as excluded subsidiaries pursuant to the terms of the Amended Credit Agreement. The Term Loan bears interest at an annual rate equal to either, at the Company’s option, (a) the Term SOFR Reference Rate, adjusted for any Term SOFR Adjustment, plus a spread from 1.50% to 2.75%, as determined on a quarterly basis based on the Company’s Consolidated Total Net Leverage Ratio, or (b) a base rate, plus a spread of 0.50% to 1.75%, as determined on a quarterly basis based on the Company’s Consolidated Total Net Leverage Ratio. As of December 31, 2023, the interest rate on the Term Loan was 7.69%. Under the Amended Credit Agreement, the Company is required to pay an annual agent fee of $50,000 and an annual facility fee of 0.175% to 0.35% on the available commitments under the Amended Credit Agreement, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s Consolidated Total Net Leverage Ratio. The Company will pay fees for standby letters of credit at an annual rate equal to 1.25% to 2.50%, as determined on a quarterly basis based on the Company’s Consolidated Total Net Leverage Ratio, plus fronting fees and standard fees payable to the issuing bank on the respective letter of credit. The Company is also required to pay customary fees between the Company and Truist Bank, the lead arranger of the Amended Credit Agreement. The Amended Credit Agreement requires the Company to comply with two key financial ratios, each calculated on a consolidated basis. The Company must maintain a maximum consolidated total net leverage ratio of not greater than 3.75 to 1.00 as of the last day of each fiscal quarter, provided that for any fiscal quarter during which the Company or certain subsidiaries consummate a permitted acquisition or investment, the aggregate purchase price is greater than $75.0 million, the maximum consolidated total net leverage ratio may temporarily increase by 0.25 to 1.00 to 4.00 to 1.00. The Company must maintain a minimum consolidated interest coverage ratio of not less than 3.25 to 1.00 as of the last day of each fiscal quarter. The Third Amendment also revised certain negative covenants in the Credit Agreement, providing the Company with additional baskets and increased flexibility with respect to restrictions on indebtedness, liens, investments, acquisitions and restricted payments. The Third Amendment also updates the definition of Consolidated EBITDA to include additional addbacks and to clarify certain components of the calculation thereof. Under the Amended Credit Agreement, the terms and conditions of the Guaranty and Security Agreement (the “Guaranty and Security Agreement”) between the Company, AHM and Truist Bank remain in effect. Pursuant to the Guaranty and Security Agreement, the Company and AHM have granted the lenders under the Amended Credit Agreement a security interest in substantially all of their assets to secure obligations under the Amended Credit Agreement, including, without limitation, all stock and other equity issued by their subsidiaries (including AHM) and all rights with respect to the $545.0 million loan from the Company to Astrana Medical. In the ordinary course of business, certain of the lenders under the Amended Credit Agreement and their affiliates have provided to the Company and its subsidiaries and the associated practices, and may in the future provide, (i) investment banking, commercial banking, cash management, foreign exchange or other financial services, and (ii) services as a bond trustee and other trust and fiduciary services, for which they have received compensation and may receive compensation in the future. Deferred Financing Costs As of December 31, 2023 and 2022, unamortized deferred financing costs were $6.1 million and $3.3 million, respectively. During the year ended December 31, 2023, the Company recorded additional deferred financing costs of $3.9 million related to the Third Amendment. As of December 31, 2023, $2.6 million of unamortized deferred financing costs was recognized in prepaid expenses and other current assets in the accompanying consolidated balance sheets and consisted of unamortized deferred financing costs related to unborrowed amounts available on the Term Loan and the unamortized deferred financing costs for the Revolver Loan. As of December 31, 2023, $3.6 million of unamortized deferred financing costs was recorded as a direct reduction against the amounts borrowed on the Term Loan. The remaining unamortized deferred financing costs related to the Revolver Loan are amortized over the life of the Revolver Loan using the straight-line method. The remaining unamortized deferred financing costs related to the Term Loan are amortized over the life of the Term Loan using the effective interest rate method. Real Estate Loans (Excluded Assets for the benefit of APC and its subsidiaries) Real Estate - East West Bank In December 2020, APC purchased three entities, each of which was included in Excluded Assets and had entered into real estate loan with East West Bank. As of December 31, 2022, the principal on each loan was $5.9 million, $0.6 million and $0.6 million, respectively, and had a variable interest rate of 0.50%, 0.50% and 0.30% less than the independent index, which is the daily Wall Street Journal “Prime Rate”, respectively. The maturity date of each loan was August 5, 2030. These loans are a component of Excluded Assets that are solely for the benefit of APC and its shareholders. These loans were spun off on December 26, 2023 as part of the Spin-Off. Refer to Note 1 — “Description of Business” to the consolidated financial statements for information on the Spin-Off. Real Estate - MUFG Union Bank N.A. In January 2022, a subsidiary of APC, which was included in Excluded Assets, entered into a loan agreement with MUFG Union Bank N.A. with the principal on the loan of $16.3 million and a maturity date of March 1, 2032. The loan was used to purchase property in Monterey Park, California. The variable interest rate was 2.0% in excess of Daily Simple SOFR (as defined in the loan agreement). As of December 31, 2022, the principal on the loan was $16.0 million. On December 14, 2023, APC paid off the outstanding loan balance of $15.6 million. This loan was a component of Excluded Assets that are solely for the benefit of APC and its shareholders. Construction Loan (Excluded Assets for the benefit of APC and its subsidiaries) In April 2021, an entity included in Excluded Assets entered into a construction loan agreement with MUFG Union Bank N.A. (“Construction Loan”). The Construction Loan has a borrowing capacity of $10.7 million with a maturity date of March 1, 2024 or, upon completion of the construction and certain other requirements defined in the loan agreement, March 1, 2034. The loan balance as of December 31, 2022 was $4.2 million. On December 14, 2023, APC paid off the outstanding loan balance of $8.5 million. This loan was a component of Excluded Assets that are solely for the benefit of APC and its shareholders. Promissory Note Payable FYB Promissory Note Agreement with CCHCA In May 2021, FYB entered into a promissory note agreement with CCHCA. The principal on the promissory note is $2.0 million, with a maturity date of May 9, 2024. The interest rate is the prime rate plus 1.0%. The prime rate is updated annually on the effective date of the note and published by the Wall Street Journal . Effective Interest Rate The Company’s average effective interest rate on its total debt during the years ended December 31, 2023, 2022 and 2021, was 6.19%, 3.22% and 2.06%, respectively. Interest expense in the consolidated statements of income included amortization of deferred debt issuance costs for the years ended December 31, 2023, 2022 and 2021, of $1.1 million, $0.9 million and $1.2 million, respectively. Lines of Credit APC Business Loan In September 2019, the APC Business Loan Agreement with Preferred Bank (the “APC Business Loan Agreement”) was amended to, among other things, decrease loan availability to $4.1 million, limit the purpose of the indebtedness under the APC Business Loan Agreement to the issuance of standby letters of credit, and include as a permitted lien, the security interest in all of its assets that APC granted to AHM under a Security Agreement dated on or about September 11, 2019, securing APC’s obligations to AHM under their management services agreement dated as of July 1, 1999, as amended. Standby Letters of Credit The Company established irrevocable standby letters of credit with Truist Bank under the Amended Credit Agreement for a total of $36.5 million for the benefit of CMS and certain health plans as of December 31, 2023. Unless the institution provides notification that the standby letters of credit will be terminated prior to the expiration date, the letters will be automatically extended without amendment for additional one-year periods from the present, or any future expiration date. Certain IPAs consolidated by the Company established irrevocable standby letters of credit with Preferred Bank under the APC Business Loan Agreement for a total of $3.9 million for the benefit of certain health plans as of December 31, 2023. The standby letters of credit are automatically extended without amendment for additional one-year periods from the present or any future expiration date, unless notified by the institution in advance of the expiration date that the letter will be terminated. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Provision for income taxes consisted of the following (in thousands): Years ended December 31, 2023 2022 2021 Current Federal $ 35,434 $ 35,365 $ 15,623 State 8,999 19,788 8,399 44,433 55,153 24,022 Deferred Federal (3,638) (11,552) 3,878 State (8,806) (2,726) 3,793 (12,444) (14,278) 7,671 Total provision for income taxes $ 31,989 $ 40,875 $ 31,693 The provision for income taxes differs from the amount computed by applying the federal income tax rate as follows: Years ended December 31, 2023 2022 2021 Tax provision at U.S. federal statutory rates 21.0 % 21.0 % 21.0 % State income taxes net of federal benefit 11.6 12.1 12.9 Non-deductible permanent items 2.5 0.9 4.0 Variable interest entities (2.1) (1.1) (1.3) Stock-based compensation 2.8 (0.3) (1.0) Change in valuation allowance (2.6) 4.4 — Gain on sale of investment 8.5 1.2 (2.1) NOL adjustment 0.2 0.5 (0.1) Undistributed dividend (11.5) 7.2 8.0 Spin-off transaction 3.0 — — Other 2.1 1.2 (0.3) Effective income tax rate 35.5 % 47.1 % 41.1 % The Company’s effective tax rate differs from the Federal statutory rate of 21% due to increases from state taxes, non-deductible permanent items, stock-based compensation, gain on sale of investment, and a one-time gain in connection with the December 26, 2023 Spin-Off transaction. This is offset by variable interest entities, change in valuation allowance, and a benefit related to the reversal on deferred taxes on undistributed dividends. The Company had previously recorded deferred tax liabilities related to undistributed dividends for taxpaying groups that could not consolidate under US federal tax law. As a result of the spinoff transaction that occurred on December 26, 2023, the separate taxpaying groups now have the ability to consolidate under US federal tax law, resulting in tax benefits on the future payment of the dividends. Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2023 and 2022, are shown below (in thousands). 2023 2022 Deferred tax assets State taxes $ 2,831 $ 2,489 Accrued expenses 1,747 670 Allowance for bad debts 1,718 853 Investment in other entities 1,355 2,145 Net operating loss carryforward 7,551 9,383 Lease liability 10,897 6,470 Unrealized gain 1,284 8,971 Stock options 663 1,011 Other — 2 Deferred tax assets before valuation allowance 28,046 31,994 Valuation allowance (5,904) (8,292) Net deferred tax assets 22,142 23,702 Deferred tax liabilities Property and equipment (329) (1,840) Acquired intangible assets (15,301) (21,268) Right-of-use assets (9,936) (5,632) Debt issuance cost (648) (725) Undistributed dividend — (8,454) Deferred tax liabilities (26,214) (37,919) Net deferred tax liabilities $ (4,072) $ (14,217) A valuation allowance of $5.9 million and $8.3 million as of December 31, 2023 and 2022, respectively, has been established against the Company’s deferred tax assets related to loss entities the Company cannot consolidate under the federal consolidation rules, as realization of these assets is uncertain. Valuation allowance decreased by $2.4 million in 2023 and increased by $4.3 million in 2022. As of December 31, 2023, the Company had federal and California net operating loss carryforwards of approximately $21.0 million and $44.8 million, respectively. The federal and California net operating loss carryforwards will expire at various dates from 2027 through 2043; however, $5.3 million of the federal net operating loss carryforwards do not expire and can be carried forward indefinitely. The Company has determined certain NOLs are limited pursuant to Internal Revenue Code Sections 382 and 383, but does not anticipate these NOLs will expire before utilization. As of December 31, 2023 and 2022, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company is subject to U.S. federal income tax, as well as income tax in California. The Company’s and its subsidiaries’ state and federal income tax returns are open to audit under the statute of limitations for the years ended December 31, 2019 through December 31, 2022 and for the years ended December 31, 2020 through December 31, 2022, respectively. The Company is currently under audit for federal and California amended tax years ended December 31, 2019, 2020 and 2021. The Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. |
Mezzanine and Stockholders_ Equ
Mezzanine and Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Mezzanine and Stockholders’ Equity (Deficit) | Mezzanine and Stockholders’ Equity (Deficit) Mezzanine Equity (Deficit) APC As the redemption feature (see Note 2 — “Basis of Presentation and Summary of Significant Accounting Policies”) of APC’s shares of common stock is not solely within the control of APC, the equity of APC does not qualify as permanent equity and has been classified as non-controlling interests in mezzanine or temporary equity. APC’s shares were not redeemable, and it was not probable that the shares would become redeemable as of December 31, 2023, 2022 and 2021. Stockholders’ Equity Preferred Stock – Series A In October 2015, Astrana entered into an agreement with AHM, a wholly owned subsidiary of Astrana, pursuant to which Astrana sold to AHM, and AHM purchased from Astrana, in a private offering of securities, 1,111,111 units, each unit consisting of one share of Astrana’s Series A Preferred Stock and a common stock warrant to purchase one share of Astrana’s common stock at an exercise price of $9.00 per share. AHM paid Astrana an aggregate of $10.0 million for the units. Holders of the Company’s shares of Series A preferred stock are entitled to receive dividends out of legally available assets, on parity with the holders of the Company’s shares of common stock. The Series A preferred stock has a liquidation preference in the amount of $9.00 per share plus any declared and unpaid dividends, and is convertible into common stock, at the option of the holder thereof, at any time after issuance, at an initial conversion rate of one-for-one, in each case, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. Preferred Stock – Series B In March 2016, Astrana entered into an agreement with AHM pursuant to which Astrana sold to AHM, and AHM purchased from Astrana, in a private offering of securities, 555,555 units, each unit consisting of one share of Astrana’s Series B Preferred Stock and a common stock warrant to purchase one share of Astrana’s common stock at an exercise price of $10.00 per share. AHM paid Astrana an aggregate $5.0 million for the units. Holders of the Company’s shares of Series B preferred stock are entitled to receive dividends out of legally available assets, on parity with the holders of the Company’s shares of common stock. The Series B preferred stock has a liquidation preference in the amount of $9.00 per share plus any declared and unpaid dividends, and is convertible into common stock, at the option of the holder thereof, at any time after issuance, at an initial conversion rate of one-for-one, in each case, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. Common Stock Subject to the rights of preferred stockholders, if any, holders of the Company’s common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors, at its discretion, from legally available funds. In the event of a liquidation, dissolution or winding up, the holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company’s known debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock. 2017 Share Issuances and Repurchases In December 2017, Astrana completed its business combination with AHM following the satisfaction or waiver of the conditions set forth in the Agreement and Plan of Merger, dated December 21, 2016, as amended, pursuant to which the merger subsidiary of Astrana merged with and into AHM, with AHM surviving as a wholly owned subsidiary of Astrana (“2017 Merger”). In connection with the 2017 Merger, former AHM shareholders received Astrana common stock subject to a 10% holdback. As of December 31, 2023, 41,048 holdback shares have not been issued to certain former AHM shareholders who were AHM shareholders at the time of closing of the 2017 Merger, as they have yet to submit properly completed letters of transmittal to Astrana in order to receive their pro rata portion of Astrana common stock as contemplated under the Merger Agreement. 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 2017 Merger. The consolidated financial statements have treated such shares of common stock as outstanding, given the receipt of the letter of transmittal is considered perfunctory and the Company is legally obligated to issue these shares in connection with the 2017 Merger. Dividends During the years ended December 31, 2023, 2022 and 2021, APC declared dividends of $58.0 million, $58.3 million and $57.9 million, respectively, to their Series A Preferred shareholders. During the years ended December 31, 2023, 2022 and 2021, APC declared dividends of $210.9 million, $37.9 million and $29.9 million, respectively, to their common shareholders. During the years ended December 31, 2023, 2022 and 2021, certain consolidated subsidiaries of the Company paid distributions of $3.9 million, $4.1 million and $1.2 million, respectively, to the shareholders who own the non-controlling interests in the entities. Treasury Stock As of December 31, 2023 and 2022, APC owned 7,132,698 and 10,299,259 shares of Astrana’s common stock, respectively. While such shares of Astrana’s common stock are legally issued and outstanding, they are treated as treasury shares for accounting purposes and excluded from shares of common stock outstanding in the consolidated financial statements. APC's ownership in Astrana was 13.22% and 18.12% as of December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, Astrana bought back 3,451,642 shares of its common stock, which included 3,166,561 shares of common stock purchased from APC for $100.0 million on November 14, 2023. As of December 31, 2023 and 2022, the total treasury stock, including the Company’s stock held by APC, was 10,584,340 and 10,299,259, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plans In connection with the 2017 Merger, the Company assumed the 2013 Equity Incentive Plan (the “2013 Plan”), pursuant to which 500,000 shares of the Company’s common stock were reserved for issuance thereunder. The Company issued new shares to satisfy stock options and warrant exercises under the 2013 Plan. As of December 31, 2023, there were no shares available for future grants under the 2013 Plan. In connection with the 2017 Merger, the Company assumed the 2015 Equity Incentive Plan (as amended, the “2015 Plan”), pursuant to which 1,500,000 shares of the Company’s common stock were reserved for issuance thereunder. The Company’s stockholders approved an amendment to the 2015 Plan at the 2021 annual meeting of stockholders to increase the maximum number of shares authorized for issuance thereunder by 2,000,000 shares, from 1,500,000 shares to 3,500,000 shares. In addition, shares that are subject to outstanding grants under the Company’s 2013 Plan, but that ordinarily would have been restored to such plans reserve due to award forfeitures and terminations, were rolled into and became available for awards under the 2015 Plan. The 2015 Plan provides for awards, including incentive stock options, non-qualified options, restricted common stock, and stock appreciation rights. The 2015 Plan was approved by Astrana’s stockholders at Astrana’s 2016 annual meeting of stockholders that was held in September 2016. As of December 31, 2023, 2022 and 2021, there were approximately 0.4 million, 1.1 million and 1.7 million shares available for future grants under the 2015 Plan, respectively. On November 15, 2023, the Company adopted the Employment Inducement Award Plan (the “Inducement Plan”), pursuant to which the Company may from time to time grant equity-based awards to new employees as a material inducement to their employment. Awards granted under the Inducement Plan may be in the form of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. A total of 500,000 shares of the Company’s common stock, par value $0.001 per share, have been reserved for issuance pursuant to awards granted under the Inducement Plan (subject to adjustment as provided in the Inducement Plan). As of December 31, 2023, there were approximately 0.5 million shares available for future grants in the Inducement Plan. The following table summarizes the stock-based compensation expense recognized under all of the Company’s stock plans in 2023, 2022 and 2021, and associated with the issuance of restricted shares of common stock and vesting of stock options that are included in general and administrative expenses in the accompanying consolidated statements of income recognized (in thousands): Years ended December 31, 2023 2022 2021 Stock options $ 1,790 $ 3,792 $ 2,480 Restricted stock awards 20,250 12,309 4,265 Total share-based compensation expense $ 22,040 $ 16,101 $ 6,745 Unrecognized compensation expense related to total share-based payments outstanding as of December 31, 2023 was $32.2 million and is expected to be recognized over a weighted-average period of 2.1 years. Options The Company’s outstanding stock options consisted of the following: Shares Weighted-Average Weighted-Average Aggregate Options outstanding at January 1, 2023 859,850 $ 25.88 2.19 $ 10.3 Options granted — — — — Options exercised (140,000) 10.87 — 3.5 Options canceled, forfeited or expired (215,609) 16.56 — — Options outstanding at December 31, 2023 504,241 $ 34.03 2.10 $ 4.7 Options exercisable at December 31, 2023 466,411 $ 28.36 1.87 $ 4.7 During the years ended December 31, 2023 and 2022, stock options were exercised for 140,000 and 41,603 shares, respectively, of the Company’s common stock, which resulted in proceeds of approximately $1.5 million and $0.7 million, respectively. The exercise prices ranged from $10.00 to $18.11 per share for the exercises during the year ended December 31, 2023 and $15.35 to $23.24 per share for the exercises during the year ended December 31, 2022. The total intrinsic value of stock options exercised was $3.5 million, $1.0 million and $2.8 million during the years ended December 31, 2023, 2022 and 2021, respectively. The intrinsic value of stock options is defined as the difference between the Company’s stock price on the exercise date and the grant date exercise price. During the year ended December 31, 2023, no options were granted. The weighted-average grant-date fair value of options granted during the years ended December 31, 2022 and 2021 was $22.32, and $32.63, respectively. Restricted Stock Awards The Company’s unvested restricted stock award activity for the year ended December 31, 2023 consisted of the following: Restricted Stock Awards Performance Based Restricted Stock Awards Number of Weighted Average Number of Weighted Average Unvested as of January 1, 2023 539,632 $72.58 289,635 $41.14 Granted 480,228 33.90 561,386 33.61 Vested (260,637) 39.39 (158,421) 37.94 Forfeited (45,939) 36.57 (65,267) 42.66 Unvested as of December 31, 2023 713,284 $60.98 627,333 $35.05 The Company grants restricted stock awards to employees and executives, which are earned based on service conditions. The awards will vest over a period of one month to four years in accordance with the terms of those plans. The grant date fair value of the restricted stock awards is the grant date’s closing market price of the Company’s common stock. During the year ended December 31, 2023, the Company granted 561,386 shares of restricted stock awards with performance based conditions and 480,228 shares of restricted stock without performance conditions. During the year ended December 31, 2023, the weighted average grant date fair value of restricted stock with and without performance based conditions was $33.61 and $33.90, respectively. Shares of restricted stock with performance conditions are recognized to the extent the performance conditions are probable of being achieved. The total fair value of restricted stock awards, as of their respective vesting dates during the years ended December 31, 2023, 2022 and 2021, was $14.3 million, $10.8 million and $1.1 million, respectively. Warrants |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Regulatory Matters Laws and regulations governing the Medicare program and healthcare generally are complex and subject to interpretation. The Company believes it complies with all applicable laws and regulations and is unaware of any pending or threatened investigations involving allegations of potential wrongdoing. While no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as significant regulatory action, including fines, penalties, and exclusion from the Medicare and Medi-Cal programs. As a risk-bearing organization, the Company is required to follow regulations of the Department of Managed Health Care (“DMHC”). The Company must comply with a minimum working capital requirement, tangible net equity (“TNE”) requirement, cash-to-claims ratio, and claims payment requirements prescribed by the DMHC. TNE is defined as net assets less intangibles, less non-allowable assets (which include amounts due from affiliates), plus subordinated obligations. At December 31, 2023 and 2022, the consolidated IPAs were in compliance with these regulations. Many of the Company’s payer and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services. Such differing interpretations may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims disputes are recorded when the loss is probable and can be estimated. Any adjustments to reserves are reflected in current operations. Standby Letters of Credit The Company established irrevocable standby letters of credit with Truist Bank for a total of $36.5 million for the benefit of CMS and certain health plans as of December 31, 2023 (see Note 10 — “Credit Facility, Bank Loans, and Lines of Credit — Standby Letters of Credit”). Certain IPAs consolidated by the Company established irrevocable standby letters of credit with Preferred Bank for a total of $3.9 million, for the benefit of certain health plans as of December 31, 2023 (see Note 10 — “Credit Facility, Bank Loans, and Lines of Credit — Standby Letters of Credit”). Litigation From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of its business. The resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows, or results of operations. Liability Insurance The Company believes that its insurance coverage is appropriate based upon the Company’s claims experience and the nature and risks of the Company’s business. In addition to the known incidents that have resulted in the assertion of claims, the Company cannot be certain that its insurance coverage will be adequate to cover liabilities arising out of claims asserted against the Company, the Company’s affiliated professional organizations or the Company’s affiliated hospitalists in the future where the outcomes of such claims are unfavorable. The Company believes that the ultimate resolution of all pending claims, including liabilities in excess of the Company’s insurance coverage, will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows; however, there can be no assurance that future claims will not have such a material adverse effect on the Company’s business. Contracted physicians are required to obtain their own insurance coverage. The Company’s contracted physicians are required to carry first-dollar coverage with limits of liability equal to not less than $1.0 million for claims based on occurrence up to an aggregate of $3.0 million per year. The Company’s IPAs purchase stop-loss insurance, which will reimburse them for claims from service providers on a per enrollee basis. The specific retention amount per enrollee per policy period is $45,000 to $90,000 for professional coverage. Although the Company currently maintains liability insurance policies on a claims-made basis, which are intended to cover malpractice liability and certain other claims, the coverage must be renewed annually, and may not continue to be available to the Company in future years at acceptable costs, and on favorable terms. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Equity Method Investments During the years ended December 31, 2023, 2022, and 2021, AHM recognized approximately $16.7 million, $21.2 million, and $18.7 million, respectively, in management fee income, from LMA. On August 31, 2023, the management service agreement between LMA’s IPA and AHM was terminated. LMA is accounted for under the equity method based on 25% equity ownership interest held by APC (see Note 6 — “Investments in Other Entities”). During the years ended December 31, 2023, 2022 and 2021, APC paid approximately $2.7 million, $2.7 million and $2.4 million, respectively, to Pacific Medical Imaging and Oncology Center, Inc. (“PMIOC”) for provider services. APC and PMIOC have an Ancillary Service Contract together whereby PMIOC provides covered services on behalf of APC to enrollees of the plans of APC. PMIOC is accounted for under the equity method based on 40% equity ownership interest held by APC (see Note 6 — “Investments in Other Entities”). During the year ended December 31, 2023, the Company paid approximately $1.1 million, to James Song, M.D., a Professional Corporation (“Song PC”) for provider services. Song PC is accounted for under the equity method accounting based on 25% equity ownership interest held by a subsidiary of the Company (see Note 6 — “Investments in Other Entities”). Astrana Board Members and Officers During the years ended December 31, 2023, 2022 and 2021, AHM recognized approximately $2.1 million, $1.8 million and $1.6 million, respectively, in management fee income from Arroyo Vista Family Health Center (“Arroyo Vista”). Arroyo Vista’s chief executive officer is a member of the Company’s board of directors. The Company has a managed service agreement with Arroyo Vista. During the years ended December 31, 2023 2022 and 2021, the Company paid approximately $0.3 million, $0.3 million and $0.4 million respectively, to Arroyo Vista for services as a provider. The Company has provider contracts with Arroyo Vista. For the year ended December 31, 2023, the Company recognized $14.1 million in operating lease right-of-use assets and $14.5 million in operating lease liabilities from certain lease agreements with properties that were spun-off as part of the Spin-Off. The chief executive officer of the real estate business managing these properties is also a member of the Company’s board of directors. Refer to Note 1 — “Description of Business” to the consolidated financial statements for information on the Spin-Off. During the years ended December 31, 2023, 2022 and 2021, APC paid approximately $0.3 million, $0.6 million and $0.7 million, respectively, to Advanced Diagnostic Surgery Center for services as a provider. Advanced Diagnostic Surgery Center shares common ownership with certain board members of Astrana. The Company has provider contracts with Advanced Diagnostic Surgery Center. During the years ended December 31, 2023, 2022 and 2021, APC recognized approximately $0.6 million, $0.6 million and $0.6 million respectively, in rental income from Advanced Diagnostic Surgery Center. Advanced Diagnostic Surgery Center is leasing from a property that is a component of Excluded Assets. The property was spun-off on December 26, 2023, as part of the Spin-Off. Refer to Note 1 — “Description of Business” to the consolidated financial statements for information on the Spin-Off. During the years ended December 31, 2023, 2022 and 2021, APC paid approximately $10,000, $0.6 million and $2.0 million respectively, to Fulgent Genetics, Inc. for services as a provider. One of the Company’s board members is a board member of Fulgent Genetics, Inc. The Company has provider contracts with Fulgent Genetics, Inc. During the year ended December 31, 2023, the Company incurred approximately $1.3 million in expenses payable to Third Way Health for call center services. One of Astrana’s officers is a board member of Third Way Health in 2023. During the years ended December 31, 2023, 2022 and 2021, the Company paid approximately $2.6 million, $1.9 million and $1.3 million, respectively, to Sunny Village Care Center for services as a provider. Sunny Village Care Center shares common ownership with certain Astrana board members and officers. The Company has provider contracts with Sunny Village Care Center. During the years ended December 31, 2023 and 2022, APC recognized approximately $1.1 million and $0.3 million, respectively, in rental income from Sunny Village Care Center. Sunny Village Care Center is leasing from a property that is a component of Excluded Assets. The property was spun-off on December 26, 2023 as part of the Spin-Off. Refer to Note 1 — “Description of Business” to the consolidated financial statements for information on the Spin-Off. In November 2023, the Company entered into a three-year promissory note with Sunny Village Care Center as the borrower for a principal amount of $0.5 million. The loan balance is presented within long-term debt, net of current portion and deferred financing costs in the accompanying consolidated balance sheets. During the year ended December 31, 2023, the Company incurred rent expense of approximately $0.1 million from First Commonwealth Property, LLC for office leases. First Commonwealth Property, LLC shares common ownership with certain board members of Astrana. The Company has lease arrangements with First Commonwealth Property, LLC. During the year ended December 31, 2023, Astrana paid approximately $9.8 million, to purchase Astrana’s stock from certain board members. During the year ended December 31, 2022, APC paid approximately $9.3 million to purchase Astrana’s stock from a board member. During the year ended December 31, 2021, AHM paid approximately $44,000 to an Astrana board member for consulting services. The Company did not incur any similar expenses for the years ended December 31, 2023 and 2022. The Company has agreements with Health Source MSO Inc., a California corporation (“HSMSO”), Aurion Corporation (“Aurion”), and AHMC for services provided to the Company. One of the Company’s board members is an officer of AHMC, HSMSO, and Aurion. Aurion is also partially owned by one of the Company’s board members. Revenue with AHMC and HSMSO consists of capitation, risk pool, and miscellaneous fees and expenses consist of claims expense, management fees, and consulting fees. The following table sets forth fees incurred and income received related to AHMC, HSMSO, and Aurion (in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 AHMC HSMSO AURION AHMC HSMSO AURION Revenue $ 49,634 $ 1,242 $ — $ 56,397 $ 1,089 $ — Expenses 20,000 822 300 21,810 1,554 300 Net $ 29,634 $ 420 $ (300) $ 34,587 $ (465) $ (300) The Company and AHMC have a risk-sharing agreement with certain AHMC hospitals to share the surplus and deficits of each of the hospital pools. Under this agreement, during the years ended December 31, 2023, 2022 and 2021, the Company has recognized risk pool revenue of $43.8 million, $50.5 million and $60.1 million, respectively, of which $54.0 million and $58.7 million, remained outstanding as of December 31, 2023 and 2022, respectively. APC Board Members During the years ended December 31, 2023, 2022, and 2021, the Company paid an aggregate of approximately $23.1 million, $34.5 million, and $32.5 million, respectively, to board members for provider services which included approximately $4.2 million, $3.7 million and $3.4 million, respectively, to Astrana board members and officers who are also board members and officers of APC. On November 6, 2023, the Company entered into a stock repurchase agreement with APC, pursuant to which the Company agreed to repurchase approximately $100.0 million, or 3,166,561 shares, of the Company’s common stock from APC. APC is a consolidated affiliate of the Company of which Dr. Thomas Lam, the Company’s Co-Chief Executive Officer and President and a director, is the Chief Executive Officer and Chief Financial Officer and a director and stockholder; Dr. Kenneth Sim, the Company’s Executive Chairman, is Chairman and a director and stockholder; and Dr. Albert Young, the Company’s Chief Administrative Officer, is Senor Executive Vice President and a stockholder. The Company’s Board of Directors and the Audit Committee of the Board of Directors approved the proposed repurchase. In addition, affiliates wholly owned by the Company’s key personnel, are reported in the accompanying consolidated statements of income on a consolidated basis, together with the Company’s subsidiaries, and therefore, the Company does not separately disclose transactions between such affiliates and the Company’s subsidiaries as related-party transactions. Intercompany Transactions Because of corporate practice of medicine laws, the Company uses designated shareholder professional corporations, of which the sole shareholder is a member of the Company’s key personnel, to engage in certain transactions and make intercompany loans from time to time. For equity method investments, loans receivable and line of credits from related parties, see Note 6 — “Investments in Other Entities,” and Note 7 — “Loans Receivable and Loan Receivable — Related Parties,” respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanAHM has a qualified 401(k) plan that covers substantially all employees who have completed at least six months of service and meet minimum age requirements. Participants may contribute a portion of their compensation to the plan, up to the maximum amount permitted under Section 401(k) of the Internal Revenue Code. Participants become fully vested after six years of service. AHM matches a portion of the participants’ contributions. AHM’s matching contributions for the years ended December 31, 2023, 2022, and 2021 were approximately $0.7 million, $0.5 million and $0.4 million, respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated using the weighted average number of shares of the Company’s common stock issued and outstanding during a certain period, and is calculated by dividing net income attributable to Astrana by the weighted average number of shares of the Company’s common stock issued and outstanding during such period. Diluted earnings per share is calculated using the weighted average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period, using the as-if converted method for secured convertible notes, preferred stock, and the treasury stock method for options and common stock warrants. The non-controlling interests in APC are allocated their share of Astrana’s income from APC’s ownership of Astrana common stock and this is included in the net income attributable to non-controlling interests on the consolidated statements of income. Therefore, none of the shares of Astrana held by APC are considered outstanding for the purposes of basic or diluted earnings per share computation. As of December 31, 2023, 2022 and 2021, APC held 7,132,698, 10,299,259 and 10,925,702 shares of Astrana's common stock, respectively, which are treated as treasury shares for accounting purposes and not included in the number of shares of common stock outstanding used to calculate earnings per share. For the years ended December 31, 2023, 2022 and 2021, restricted stock of 186,290, 133,480 and 9,137, respectively, were excluded from the computation of diluted weighted average common shares outstanding because the assumed proceeds, as calculated under the treasury stock method, resulted in these awards being anti-dilutive. For the years ended December 31, 2023 and 2022, restricted stock with performance conditions of 782,484 and 245,478, respectively, were excluded from the computation of diluted weighted average common shares outstanding because these conditions were not achieved as of December 31, 2023 or 2022, as applicable. Below is a summary of the earnings per share computations: Years ended December 31, 2023 2022 2021 Earnings per share – basic $ 1.30 $ 1.00 $ 1.57 Earnings per share – diluted $ 1.29 $ 0.99 $ 1.52 Weighted-average shares of common stock outstanding – basic 46,553,256 44,971,143 43,828,664 Weighted-average shares of common stock outstanding – diluted 46,943,140 45,602,415 45,403,085 Below is a summary of the shares included in the diluted earnings per share computations: Years ended December 31, 2023 2022 2021 Weighted-average shares of common stock outstanding – basic 46,553,256 44,971,143 43,828,664 Stock options 169,577 439,309 495,618 Warrants — — 819,151 Restricted stock awards 51,182 161,648 259,652 Contingently issuable shares 169,125 30,315 — Weighted-average shares of common stock outstanding – diluted 46,943,140 45,602,415 45,403,085 |
Variable Interest Entities (VIE
Variable Interest Entities (VIEs) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities (VIEs) | Variable Interest Entities (VIEs) The Company’s 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 contracts with various HMOs or licensed healthcare service plans, each of which pays a fixed payment (“capitation”). In return, APC arranges for the delivery of healthcare services by contracting with physicians or professional medical corporations for primary care and specialty care services. APC assumes the financial risk of the cost of delivering healthcare services in excess of the fixed amounts received. The risk is subject to stop-loss provisions in contracts with HMOs. Some risk is transferred to the contracted physicians or professional corporations. 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 shareholder of professional corporations which 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 financial statements. Astrana Medical and Astrana Health Care Partners were formed in May 2019 and July 2021, respectively, as a designated shareholder professional corporation. The Company’s Vice Chairman is the sole shareholder of Astrana Medical and Astrana Health Care Partners via a Physician Shareholder Agreement, Astrana makes all the decisions on behalf of Astrana Medical and Astrana Health Care Partners. Astrana has the obligation to absorb losses of, or the right to receive benefits from, Astrana Medical and Astrana Health Care Partners. Therefore, Astrana Medical and Astrana Health Care Partners are controlled by and consolidated by Astrana as the primary beneficiary of the VIEs. On February 23, 2023, Astrana Health Care Partners purchased 100% of certain Care Delivery companies (AMG, a Professional Medical Corporation, 1 World Medicine Urgent Care Corporation, and Eleanor Leung M.D., a Professional Medical Corporation) from APC. As a result, these entities are now consolidated by Astrana Health Care Partners instead of APC. On May 1, 2023, Astrana Health Care Partners sold 25% of Eleanor Leung M.D. to two of its physicians. As a result, Astrana Health Care Partners now owns 75% of Eleanor Leung M.D. 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. These assets and liabilities, with the exception of the investment in a privately held entity that does not report net asset value per share and amounts due to, or from, affiliates, which are eliminated upon consolidation, are included in the accompanying consolidated balance sheets (in thousands). December 31, 2023 2022 Assets Current assets Cash and cash equivalents $ 184,078 $ 113,080 Investment in marketable securities — 4,543 Receivables, net 21,120 14,562 Receivables, net – related party 58,707 62,420 Income taxes receivable 1,600 8,702 Other receivables 454 1,283 Prepaid expenses and other current assets 9,991 9,938 Loans receivable — 516 Loans receivable — related parties — 2,125 Amounts due from affiliates* — 11,609 Total current assets 275,950 228,778 Non-current assets Land, property and equipment, net 5,306 106,626 Intangible assets, net 60,906 62,951 Goodwill 140,157 133,448 Income taxes receivable, non-current 15,943 15,943 Investments in other entities – equity method 12,114 27,561 Investment in a privately held entity 405 405 Investment in affiliates* 273,182 304,755 Restricted cash 40 — Operating lease right-of-use assets 28,796 11,408 Other assets 1,149 4,320 Total non-current assets 537,998 667,417 Total assets $ 813,948 $ 896,195 Current liabilities Accounts payable and accrued expenses $ 32,707 $ 27,360 Fiduciary accounts payable 7,737 8,065 Medical liabilities 55,157 55,052 Dividend payable 638 638 Finance lease liabilities 646 594 Operating lease liabilities 3,305 2,198 Current portion of long-term debt 8,542 619 Amount due to affiliates* 107,340 — Total current liabilities 216,072 94,526 Non-current liabilities Deferred tax liability 7,284 6,540 Finance lease liabilities, net of current portion 1,033 1,275 Operating lease liabilities, net of current portion 28,675 12,035 Long-term debt, net of current portion — 26,645 Other long-term liabilities 230 8,542 Total non-current liabilities 37,222 55,037 Total liabilities $ 253,294 $ 149,563 * Investment in affiliates represents APC’s investment in Astrana, which is reflected as treasury shares and eliminated upon consolidation. Amounts due to, or from, affiliates are receivables with Astrana’s subsidiaries. As a result, these balances are eliminated upon consolidation and are not reflected on Astrana’s consolidated balance sheets as of December 31, 2023 and 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has operating and finance leases for corporate offices, physicians’ offices, and certain equipment. This includes leases with properties that were spun-off as part of the Spin-Off. These leases have remaining lease terms ranging from one month to seventeen years, some of which may include options to extend the leases for up to ten years, and some of which may include options to terminate the leases within one year. These leases consist of payments that are fixed or variable. Variable lease payments are based on an index or a rate such as Consumer Price Index. As of December 31, 2023 and 2022, assets recorded under finance leases were $1.7 million and $1.8 million, respectively, and accumulated depreciation associated with finance leases was $1.6 million and $1.0 million, respectively. The Company rents or subleases certain real estate to third parties, which are accounted for as operating leases. As of December 31, 2023, the Company has entered into a lease arrangement for seven years with an option to extend an additional five years. The tentative move date is March 2024, once the unit is made available. Base rent during the initial seven-year term of the 2024 lease agreement will total $2.3 million. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. The components of lease expense were as follows (in thousands): December 31, 2023 December 31, 2022 Operating lease cost $ 7,771 $ 6,622 Finance lease cost Amortization of lease expense 675 564 Interest on lease liabilities 103 70 Sublease income (1,025) (649) Total lease cost $ 7,524 $ 6,607 December 31, 2023 December 31, 2022 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,783 $ 6,781 Operating cash flows from finance leases 103 70 Financing cash flows from finance leases 675 564 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 25,124 — Finance leases 486 971 December 31, 2023 December 31, 2022 Weighted-Average Remaining Lease Term Operating leases 8.73 years 6.66 years Finance leases 3.00 years 3.41 years Weighted-Average Discount Rate Operating leases 6.02 % 5.50 % Finance leases 5.24 % 4.92 % Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows (in thousands): Years ending December 31, Operating Leases Finance Leases 2024 $ 6,927 $ 719 2025 6,749 556 2026 6,342 302 2027 6,038 243 2028 5,844 6 Thereafter 21,923 — Total future minimum lease payments 53,823 1,826 Less: imputed interest 12,927 147 Total lease obligations 40,896 1,679 Less: current portion 4,607 646 Long-term lease obligations $ 36,289 $ 1,033 |
Leases | Leases The Company has operating and finance leases for corporate offices, physicians’ offices, and certain equipment. This includes leases with properties that were spun-off as part of the Spin-Off. These leases have remaining lease terms ranging from one month to seventeen years, some of which may include options to extend the leases for up to ten years, and some of which may include options to terminate the leases within one year. These leases consist of payments that are fixed or variable. Variable lease payments are based on an index or a rate such as Consumer Price Index. As of December 31, 2023 and 2022, assets recorded under finance leases were $1.7 million and $1.8 million, respectively, and accumulated depreciation associated with finance leases was $1.6 million and $1.0 million, respectively. The Company rents or subleases certain real estate to third parties, which are accounted for as operating leases. As of December 31, 2023, the Company has entered into a lease arrangement for seven years with an option to extend an additional five years. The tentative move date is March 2024, once the unit is made available. Base rent during the initial seven-year term of the 2024 lease agreement will total $2.3 million. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. The components of lease expense were as follows (in thousands): December 31, 2023 December 31, 2022 Operating lease cost $ 7,771 $ 6,622 Finance lease cost Amortization of lease expense 675 564 Interest on lease liabilities 103 70 Sublease income (1,025) (649) Total lease cost $ 7,524 $ 6,607 December 31, 2023 December 31, 2022 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,783 $ 6,781 Operating cash flows from finance leases 103 70 Financing cash flows from finance leases 675 564 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 25,124 — Finance leases 486 971 December 31, 2023 December 31, 2022 Weighted-Average Remaining Lease Term Operating leases 8.73 years 6.66 years Finance leases 3.00 years 3.41 years Weighted-Average Discount Rate Operating leases 6.02 % 5.50 % Finance leases 5.24 % 4.92 % Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows (in thousands): Years ending December 31, Operating Leases Finance Leases 2024 $ 6,927 $ 719 2025 6,749 556 2026 6,342 302 2027 6,038 243 2028 5,844 6 Thereafter 21,923 — Total future minimum lease payments 53,823 1,826 Less: imputed interest 12,927 147 Total lease obligations 40,896 1,679 Less: current portion 4,607 646 Long-term lease obligations $ 36,289 $ 1,033 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segments The Company determined its operating segments in accordance with ASC 280, “Segment Reporting” (“ASC 280”). The Company currently has three reportable segments consisting of: 1) Care Partners; 2) Care Delivery; and 3) Care Enablement (See Note 1 – Description of Business). The Company’s reportable segments changed from one to three in the first quarter of 2023 as a result of certain changes to the information regularly provided to the Company’s chief operating decision maker when reviewing the Company’s performance as well as an effort to provide additional transparency to investors and other financial statement users which the Company believes will assist in the evaluation of changes in the operating results of the Company’s segments separate from non-operational factors that affect net income, thus providing insight into both operations and other factors impacting reported results. The Company evaluates the performance of its 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’s operations are based in the United States. All revenues of the Company are derived from the United States. The Company’s segments are not evaluated using asset information. The Company’s Care Partners segment is focused on building and managing high-quality and high-performance provider networks by partnering with, empowering, and investing in strong provider partners with a shared vision for coordinated care delivery. Under relevant accounting guidance, while the Company’s Care Partners – IPAs and Care Partners – ACO are two operating segments, they share similar economic characteristics and meet other criteria, which permits the Company to aggregate them into a single reportable segment, which the Company has done. Revenue for this segment is primarily comprised of capitation and risk pool settlements and incentives. The Company’s Care Delivery segment is a patient-centric, data-driven care delivery organization focused on delivering high-quality and accessible care to all patients. The care delivery organization includes primary care, multi-specialty care, and ancillary care services. Revenue is primarily earned based on fee-for-service reimbursements, capitation, and performance-based incentives. The Company’s Care Enablement segment is an integrated, end-to-end clinical and administrative platform powered by the Company’s proprietary technology suite, which provides operational, clinical, financial, technology, management, and strategic services to enable success in the delivering of high-quality, value-based care for providers and payers. Revenue for this segment is primarily comprised of management and software fees, charged as a percentage of gross revenue or on a per-member-per-month basis. Other is not a reportable segment and primarily consists of real estate operations and other entities that are individually immaterial. Revenue is primarily comprised of equipment sales and real estate revenue is presented in other income. In the normal course of business, the Company’s reportable segments enter into transactions with each other. While intersegment transactions are treated like third-party transactions to determine segment performance, the revenues recognized by a segment and expenses incurred by the counterparty are eliminated in consolidation and do not affect consolidated results. Corporate costs are unallocated and primarily include corporate initiatives, corporate infrastructure costs and corporate shared costs, such as finance, human resources, legal, and executives. The following table presents information about our segments and prior periods have been recast to conform to the current presentation (in thousands): Year Ended December 31, 2023 Care Partners Care Delivery Care Enablement Other Intersegment Elimination Corporate Costs Consolidated Total Third Party $ 1,284,081 $ 61,600 $ 40,227 $ 753 $ — $ — $ 1,386,661 Intersegment 16,031 58,304 95,597 184 (170,116) — — Total revenues 1,300,112 119,904 135,824 937 (170,116) — 1,386,661 Cost of services 1,182,484 96,265 59,075 296 (166,417) — 1,171,703 General and administrative (1) 25,907 17,766 57,672 3,752 (7,923) 33,171 130,345 Total expenses 1,208,391 114,031 116,747 4,048 (174,340) 33,171 1,302,048 Income (loss) from operations $ 91,721 $ 5,873 $ 19,077 $ (3,111) $ 4,224 (2) $ (33,171) $ 84,613 Year Ended December 31, 2022 Care Partners Care Delivery Care Enablement Other Intersegment Elimination Corporate Costs Consolidated Total Third Party $ 1,051,464 $ 49,806 $ 42,023 $ 870 $ — $ — $ 1,144,163 Intersegment 57 46,326 78,177 115 (124,675) — — Total revenues 1,051,521 96,132 120,200 985 (124,675) — 1,144,163 Cost of services 944,792 73,927 51,531 258 (125,823) — 944,685 General and administrative (1) 21,507 13,234 41,628 2,681 (3,150) 19,313 95,213 Total expenses 966,299 87,161 93,159 2,939 (128,973) 19,313 1,039,898 Income (loss) from operations $ 85,222 $ 8,971 $ 27,041 $ (1,954) $ 4,298 (2) $ (19,313) $ 104,265 Year Ended December 31, 2021 Care Partners Care Delivery Care Enablement Other Intersegment Elimination Corporate Costs Consolidated Total Third Party $ 709,714 $ 28,064 $ 35,851 $ 286 $ — $ — $ 773,915 Intersegment — 18,627 71,842 74 (90,543) — — Total revenues 709,714 46,691 107,693 360 (90,543) — 773,915 Cost of services 607,081 37,537 41,557 (242) (89,791) — 596,142 General and administrative (1) 30,055 9,694 28,637 1,881 (3,097) 12,424 79,594 Total expenses 637,136 47,231 70,194 1,639 (92,888) 12,424 675,736 Income (loss) from operations $ 72,578 $ (540) $ 37,499 $ (1,279) $ 2,345 (2) $ (12,424) $ 98,179 (1) Balance includes general and administrative expenses and depreciation and amortization. (2) |
Fair Value Measurements of Fina
Fair Value Measurements of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements of Financial Instruments | Fair Value Measurements of Financial Instruments The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2023 are presented below (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 4,842 $ — $ — $ 4,842 Marketable securities – certificates of deposit 2,150 — — 2,150 Marketable securities – equity securities 348 — — 348 Total assets $ 7,340 $ — $ — $ 7,340 Liabilities AAMG contingent consideration $ — $ — $ 5,475 $ 5,475 VOMG contingent consideration — — 17 17 DMG remaining equity interest purchase — — 8,542 8,542 Sun Labs remaining equity interest purchase — — 7,802 7,802 Interest rate collar — 252 — 252 Total liabilities $ — $ 252 $ 21,836 $ 22,088 * Included in cash and cash equivalents The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2022 are presented below (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 135,235 $ — $ — $ 135,235 Marketable securities – equity securities 5,567 — — 5,567 Contingent equity securities — — 1,900 1,900 Interest rate swaps — 3,164 — 3,164 Total assets $ 140,802 $ 3,164 $ 1,900 $ 145,866 Liabilities APCMG contingent consideration $ — $ — $ 1,000 $ 1,000 AAMG contingent consideration — — 5,851 5,851 VOMG contingent consideration — — 17 17 DMG remaining equity interest purchase — — 8,542 8,542 Sun Labs remaining equity interest purchase — — 5,849 5,849 Total liabilities $ — $ — $ 21,259 $ 21,259 * Included in cash and cash equivalents The change in the fair value of existing Level 3 liabilities is recognized in unrealized loss on investments and general and administrative expenses Amount Balance at January 1, 2023 $ 21,259 Change in fair value of existing Level 3 liabilities 1,577 APCMG contingent consideration paid (1,000) Balance at December 31, 2023 $ 21,836 Investments in Marketable Securities As of December 31, 2023 and 2022, certificates of deposit amounted to approximately $2.2 million and $0, respectively. Investments in certificates of deposit are classified as Level 1 investments in the fair value hierarchy. As of December 31, 2023, equity securities held by the Company are primarily comprised of common stock of Nutex Health, Inc. (formerly known as Clinigence Holdings, Inc.) (“Nutex”). In September 2021, Astrana and Nutex entered into a stock purchase agreement in which Astrana purchased shares of common stock, warrants, and potentially additional shares of common stock if certain metrics were not met (such additional shares “contingent equity securities”) for $3.0 million. The common stock is included in investments in marketable securities in the accompanying consolidated balance sheets. In May 2022, the Company exercised the warrants and subsequently recognized the shares within investments in marketable securities in the accompanying consolidated balance sheet. In March 2023, the contingent equity securities were settled and the Company received additional Nutex common stock. The additional common stock received from the contingent equity securities is included in investments in marketable securities in the accompanying consolidated balance sheets. As of December 31, 2023 and 2022, the equity securities were approximately $0.3 million and $5.6 million, respectively, in the accompanying consolidated balance sheets. In December 2023, APC sold all of its common stock in a payer partner. The components comprising total gains and losses on equity securities are as follows (in thousands) for the periods listed below: Twelve Months Ended 2023 2022 Total losses recognized on equity securities $ (6,629) $ (19,169) Less (loss) gains recognized on equity securities sold (4,052) 2,272 Unrealized losses recognized on equity securities held at end of period $ (2,577) $ (21,441) Derivative Financial Instruments Interest Rate Swap Agreements and Collar Agreements The Company is exposed to interest rate risk on its floating-rate debt. APC’s Excluded Assets entered into interest rate swap agreements to effectively convert its floating-rate debt to a fixed-rate basis. The principal objective of these contracts was to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. Refer to Note 10 - “Credit Facility, Bank Loans, and Lines of Credit,” for further information on the Company’s debt. Interest rate swap agreements are not designated as hedging instruments. Changes in the fair value on these contracts are recognized as unrealized gain or loss on investments in the accompanying consolidated statements of income and reflected in the accompanying consolidated statements of cash flows as unrealized gain or loss on interest rate swaps. The estimated fair value of the interest rate swap agreements was determined using Level 2 inputs. On December 1, 2023, APC’s Excluded Assets ended the interest rate swap agreements. As of December 31, 2022, the fair value was $3.2 million and was presented within other long-term assets in the accompanying consolidated balance sheets. For the years ended December 31, 2023 and 2022, APC recognized unrealized gains of $0.2 million and $4.2 million, respectively. The interest rate swaps were deemed Excluded Assets that were solely for the benefit of APC and its common shareholders. The Company’s collar agreement is designed to limit the interest rate risk associated with the Company’s Revolver Loan. The principal objective of the collar agreement is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. Refer to Note 10 - “Credit Facility, Bank Loans, and Lines of Credit,” for further information on the Company’s debt. Under the terms of the agreement, the ceiling is 5.0% and the floor is 2.34%. The collar agreement is not designated as a hedging instrument. Changes in the fair value on this contract is recognized as unrealized gain or loss on investments in the accompanying consolidated statements of income and reflected in the accompanying consolidated statements of cash flows as unrealized loss on investments. The estimated fair value of the collar was determined using Level 2 inputs. As of December 31, 2023 the fair value of the collar was $0.3 million and was presented within other long-term liabilities in the accompanying consolidated balance sheets. For the year ended December 31, 2023, the Company recognized an unrealized loss of $0.3 million. Contingent Equity Securities Astrana was entitled to additional common stock if Nutex did not pay AHM management fees exceeding a threshold by the end of December 31, 2022. The contingent equity securities are considered to be derivatives but are not designated as hedging instruments. Changes in the fair value on these contracts are recognized as unrealized gain or loss on investments in the accompanying consolidated statements of income and accompanying consolidated statements of cash flows. The Company determined the fair value of the contingent equity security using a probability-weighted model, which includes significant unobservable inputs (Level 3). Specifically, the Company considered various scenarios of recognizing management fees and assigned probabilities to each such scenario in determining fair value. During the year ended December 31, 2023, the metric was not achieved. Subsequently, the common stock received from the contingent equity securities were accounted for as investments in marketable securities (refer to the subsection above on investments in marketable securities and Note 2 - “Basis of Presentation and Summary of Significant Accounting Policies” for further information on the Company’s investments in marketable securities). As of December 31, 2022, the contingent equity securities were valued at $1.9 million and were presented within prepaid and other current assets in the accompanying consolidated balance sheets. For the year ended December 31, 2022, when the equity securities were still contingent, the Company recognized unrealized losses of $2.4 million. Remaining equity interest purchase In 2021, the Company entered into a financing obligation to purchase the remaining equity interest in Diagnostic Medical Group of Southern California (“DMG”) and Sun Clinical Laboratories (“Sun Labs”) within three years from the date the Company consolidated DMG and Sun Labs. The purchase of the remaining DMG equity value is considered a financing obligation with a carrying value of $8.5 million as of both December 31, 2023 and December 31, 2022. Changes in the fair value of the remaining equity purchase are presented in unrealized loss on investments in the accompanying consolidated statements of income. The purchase of the remaining Sun Labs equity value is considered a financing obligation with a carrying value of $7.8 million and $5.8 million as of December 31, 2023 and December 31, 2022, respectively. For the years ended December 31, 2023 and 2022, the change in the fair value of Sun Labs equity value obligation was $2.0 million and $1.7 million, respectively, and is presented in unrealized loss on investments in the accompanying consolidated statements of income. As the financing obligations are embedded in the non-controlling interest, the non-controlling interests are recognized in other liabilities as of December 31, 2023 and other long-term liabilities as of December 31, 2022 in the accompanying consolidated balance sheets. Contingent considerations VOMG Upon consolidating VOMG as a VIE, the purchase price consisted of cash funded upon the close of transaction and additional cash consideration (“VOMG contingent consideration”) contingent on VOMG meeting financial metrics for fiscal years 2023 and 2024. The Company determined the fair value of the contingent consideration using a probability-weighted model that includes significant unobservable inputs (Level 3). The contingent consideration is included within other long-term liabilities in the accompanying consolidated balance sheets. The contingent consideration was valued at $17,000 as of both December 31, 2023 and December 31, 2022. Changes in the VOMG contingent consideration are presented in general and administrative expenses in the accompanying consolidated statements of income. AAMG Upon acquiring 100% of the equity interest in AAMG, the purchase price consisted of cash funded upon close of the transaction and additional consideration (“AAMG contingent consideration”) and stock consideration (“AAMG stock contingent consideration”) contingent on AAMG meeting revenue and capitated member metrics for fiscal years 2023 (“2023 metric”) and 2024 (“2024 metric”). If the contingent considerations are met, the settlement will be paid in the Company’s common stock. The total amount of stock that can be issued for the 2023 and 2024 metrics is 157,048 and 184,361, respectively. The Company determined the fair value of the contingent considerations using a probability-weighted model that includes significant unobservable inputs (Level 3). Specifically, the Company considered various scenarios of revenue and assigned probabilities to each such scenario in determining fair value. The AAMG contingent consideration for the 2023 metric was valued at $2.6 million and presented within other liabilities in the accompanying consolidated balance sheets as of December 31, 2023. The AAMG contingent consideration for the 2024 metric was valued at $2.9 million and presented within other long-term liabilities in the accompanying consolidated balance sheets as of December 31, 2023. As of December 31, 2022, for capitated member metrics for fiscal years 2023 and 2024, the AAMG contingent consideration was valued at $5.9 million and was presented within other long-term liabilities in the accompanying consolidated balance sheets. Changes in the AAMG contingent consideration are presented in general and administrative expenses in the accompanying consolidated statements of income. The AAMG stock contingent consideration was valued at $5.6 million as of December 31, 2023 and 2022 and is included in additional paid-in capital in the accompanying consolidated balance sheets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Drawdown on Term Loan and Revolver Loan Subsequent to December 31, 2023, the Company drew down $20 million on its Term Loan and $90 million on its Revolver Loan. Closing of Acquiring Community Family Care Medical Group IPA, Inc. (“CFC”) Assets In November 2023, the Company entered into an Asset and Equity Purchase Agreement (the “Purchase Agreement”) to acquire the partnership interests of Advanced Health Management Systems, L.P. (“AHMS”) and certain assets of Community Family Care Medical Group IPA, Inc. (“CFC”), which acquisitions the Company expected would occur in two separate closings. In November 2023, AHM also entered into a Stock Purchase Agreement (the “I Health Purchase Agreement”) to purchase 25% of the outstanding shares of common stock of I Health, Inc. (“I Health”). On January 31, 2024, the first closing under the Purchase Agreement occurred, and the Company completed its acquisition of CFC’s assets. The Company expects to complete the second closing under the Purchase Agreement and acquire the outstanding general and limited partnership interests of AHMS during the first quarter of 2024, subject to obtaining required regulatory approvals. It is currently expected that the I Health Purchase Agreement closing will occur during the first quarter of 2024. The purchase price consisted of $93.8 million cash and 631,712 shares of common stock of the Company. In addition, the Purchase Agreement contains earnout payments of up to $15.0 million cash. The Company is in the process of finalizing its purchase price allocation of CFC. Bass Medical Group On January 29, 2024, the Company announced its strategic long-term partnership with BASS Medical Group, one of the largest multi-specialty medical groups in the Greater San Francisco Bay Area. Together, the two organizations will aim to bring high-quality care via value-based arrangements to patients of all insurance types, including Medicare, Medicaid, ACA Marketplace, and Commercial. Astrana has provided BASS Medical Group with a $20 million senior secured promissory note (“BASS secured promissory note”),which is intended to be used, in partnership with Astrana, to continue to grow their footprint and invest in high-quality, high-value, and accessible primary and multi-specialty care for communities across California. The BASS secured promissory note matures on January 11, 2031 and has an interest rate per annum equal to 2.9% plus the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator) compounded annually. Advanced Diagnostic and Surgical Center, Inc. On January 18, 2023, the Company acquired 95% of the equity interest of Advanced Diagnostic and Surgical Center, Inc. (“ADSC”). ADSC is a diagnostic and surgical center that also provides ambulatory surgery services. Certain Astrana board members previously owned ADSC. The transaction was funded with cash. In addition, the arrangement contains earnout payments. The Company is in the process of finalizing its purchase price allocation. Employee Stock Purchase Plan (“ESPP”) On January 1, 2024, the Company’s ESPP came into effect. The Company’s ESPP allows eligible employees to contribute a portion of their eligible earnings toward the semi-annual purchase of the Company’s common stock at a discounted price, subject to an annual maximum dollar amount. Medicare Shared Savings Program (“MSSP”) Beginning in 2024, in addition to participating in the ACO REACH Model, one of the Company’s ACOs will participate in the Medicare Shared Savings Program (“MSSP”). The MSSP was created to promote accountability and improve coordination of care for Medicare beneficiaries. The MSSP has multiple risk tracks, and the Company is currently participating in the ENHANCED risk track. Much like the ACO REACH Model, under the MSSP Model, the Company recruits a group of Participant and Preferred (in-network) Providers. Based on the Participant Providers that join the Company’s ACO, CMS grants the Company a pool of Traditional Medicare patients (beneficiaries) to manage (the “MSSP Aligned Beneficiaries”). MSSP Aligned Beneficiaries will receive services from physicians and other medical service providers that are both in-network and out-of-network. Unlike the ACO REACH Program, CMS continues to pay participant and preferred providers on a fee-for-service basis for Medicare covered services provided to MSSP Aligned Beneficiaries. However, the Company continues to bear risk on all Medicare expenditures (both in-network and out-of-network), excluding drug expenditures covered by Medicare Part D, based on a budgetary benchmark established with CMS. The Company’s shared savings or losses in managing its beneficiaries are generally determined on an annual basis after reconciliation with CMS. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 60,717 | $ 45,171 | $ 68,923 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated balance sheets as of December 31, 2023 and 2022 and consolidated statements of income for the years ended December 31, 2023, 2022 and 2021 include Astrana’s wholly owned subsidiaries and consolidated variable interest entities (“VIEs”). |
Reclassifications | Reclassifications Certain amounts disclosed in prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications were made between other assets and investments in privately held entities on the accompanying consolidated balance sheet as of December 31, 2022. The reclassification had no effect on net income, earnings per share, retained earnings, cash flows or total assets. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include collectability of receivables, recoverability of long-lived and intangible assets, business combinations and goodwill valuation and impairment, accrual of medical liabilities (incurred but not reported (“IBNR”) claims), determination of hospital shared-risk and health plan shared-risk revenue and receivables (including constraints, completion factors, and historical margins), income tax valuation allowance, share-based compensation, and right-of-use assets and lease liabilities. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. |
Variable Interest Entities | Variable Interest Entities On an ongoing basis, as circumstances indicate the need for reconsideration, the Company evaluates each legal entity that is not wholly owned by the Company in accordance with the consolidation guidance. The evaluation considers all of the Company’s variable interests, including equity ownership, as well as management services agreements. To fall within the scope of the consolidation guidance, an entity must meet both of the following criteria: • The entity has a legal structure that has been established to conduct business activities and to hold assets; such entity can be in the form of a partnership, limited liability company, or corporation, among others; and • The Company has a variable interest in the legal entity; i.e., variable interests that are contractual, such as equity ownership, or other financial interests that change with changes in the fair value of the entity’s net assets. If an entity does not meet both criteria above, the Company applies other accounting guidance, such as the cost or equity method of accounting. If an entity does meet both criteria above, the Company evaluates such entity for consolidation under either the variable interest model if the legal entity meets any of the following characteristics to qualify as a VIE, or under the voting model for all other legal entities that are not VIEs. A legal entity is determined to be a VIE if it has any of the following three characteristics: • The entity does not have sufficient equity to finance its activities without additional subordinated financial support; • The entity is established with non-substantive voting rights (i.e., where the entity deprives the majority economic interest holder(s) of voting rights); or • The equity holders, as a group, lack the characteristics of a controlling financial interest. Equity holders meet this criterion if they lack any of the following: • The power, through voting rights or similar rights, to direct the activities of the entity that most significantly influence the entity’s economic performance, as evidenced by: • Substantive participating rights in day-to-day management of the entity’s activities; or • Substantive kick-out rights over the party responsible for significant decisions; • The obligation to absorb the entity’s expected losses; or • The right to receive the entity’s expected residual returns. If the Company determines that any of the three characteristics of a VIE are met, the Company will conclude that the entity is a VIE and evaluate it for consolidation under the variable interest model. Variable interest model If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company has: • The power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and • The obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (economics). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary. Refer to Note 18 – “Variable Interest Entities (VIEs)” to the consolidated financial statements for information on the Company’s consolidated VIEs. If there are variable interests in a VIE but the Company is not the primary beneficiary, the Company may account for the investment using the equity method of accounting, refer to Note 6 – “Investments in Other Entities” for entities that qualify as VIEs but the Company is not the primary beneficiary. |
Business Combinations | Business Combinations The Company uses the acquisition method of accounting for all business combinations, which requires assets and liabilities of the acquiree to be recorded at fair value, to measure the fair value of the consideration transferred, including contingent consideration, to be determined on the acquisition date, and to account for acquisition-related costs separately from the business combination. |
Reportable Segments | Reportable Segments The Company operates as three reportable segments: • Care Partners; • Care Delivery; and • Care Enablement. Refer to Note 1 — “Description of Business” and Note 20 — “Segments” to the consolidated financial statements for information on the Company’s segments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash and cash equivalents primarily consist of money market funds and certificates of deposit. The Company considers all highly liquid investments that are both readily convertible into known amounts of cash and mature within 90 days from their date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash |
Investments in Marketable Securities | Investments in Marketable Securities Investments in marketable securities consist of equity securities and certificates of deposit with various financial institutions. The appropriate classification of investments is determined at the time of purchase and such designation is reevaluated at each balance sheet date. Certificates of deposit in investments in marketable securities are reported at par value, plus accrued interest, with maturity dates greater than ninety days. Equity securities are reported at fair value. These securities are classified as Level 1 in the valuation hierarchy, where quoted market prices from reputable third-party brokers are available in an active market and unadjusted. Equity securities with low trading volume are determined to not have an active market with buyers and sellers ready to trade. Accordingly, the Company classifies such equity securities as Level 2 in the valuation hierarchy, and their valuation is based on weighted-average share prices from observable market data. Investments in Marketable Securities As of December 31, 2023 and 2022, certificates of deposit amounted to approximately $2.2 million and $0, respectively. Investments in certificates of deposit are classified as Level 1 investments in the fair value hierarchy. |
Receivables, Receivables – Related Parties, Other Receivables, Loan Receivable, and Loan Receivable - Related Party | Receivables, Receivables – Related Parties, Other Receivables, Loan Receivable, and Loan Receivable - Related Party The Company’s receivables are comprised of accounts receivable, capitation and claims receivable, risk pool settlements, incentive receivables, management fee income, and other receivables. Accounts receivables are recorded and stated at the amount expected to be collected. The Company’s receivables – related parties are comprised of risk pool settlements, management fee income, and other receivables. Receivables – related parties are recorded and stated at the amount expected to be collected. The Company’s loan receivable and loan receivable - related party consists of promissory notes that accrue interest per annum. As of December 31, 2023, promissory notes are expected to be collected by their maturity date. Capitation receivables relate to each health plan’s capitation and are received by the Company in the month following the month of service. Risk pool settlements and incentive receivables mainly consist of the Company’s hospital shared-risk pool receivable that is recorded quarterly based on reports received from the Company’s hospital partners and management’s estimate of the Company’s portion of the estimated risk pool surplus for open performance years. Settlement of risk pool surplus or deficits occurs approximately 18 months after the risk pool performance year is completed. Other receivables consist of receivables from fee-for-services (“FFS”) reimbursement for patient care, certain expense reimbursements, transportation reimbursements from the hospitals, and stop-loss insurance premium reimbursements. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyzes the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected and adjustments are recorded when necessary. Reserves are recorded primarily on a specific identification basis. |
Concentrations of Risks | Concentrations of Credit Risks |
Land, Property and Equipment, Net | Land, Property, and Equipment, Net Land is carried at cost and is not depreciated as it is considered to have an indefinite useful life. Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets ranging from three Maintenance and repairs are charged to expense as incurred. Upon sale or retirement, the asset cost and related accumulated depreciation and amortization are removed from the accounts, and any related gain or loss is included in the determination of consolidated net income. |
Fair Value Measurements of Financial Instruments | Fair Value Measurements of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, fiduciary cash, investment in marketable securities, receivables, loans receivable, accounts payable, certain accrued expenses, finance lease obligations, long-term debt, and certain other liabilities. The carrying values of the financial instruments classified as current in the accompanying consolidated balance sheets are considered to be at their fair values, due to the short maturity of these instruments. The carrying amounts of finance lease obligations and long-term debt approximate fair value as they bear interest at rates that approximate current market rates for debt with similar maturities and credit quality. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), applies to all financial assets and financial liabilities that are measured and reported on a fair value basis and requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. ASC 820 establishes a fair value hierarchy for disclosure of the inputs to valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 —Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date. Level 2 —Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates and yield curves), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 —Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including the Company’s own data. There have been no changes in Level 1, Level 2, or Level 3 classification and no changes in valuation techniques for these assets and liabilities for the years ended December 31, 2023 and 2022. |
Intangible Assets and Long-Lived Assets | Intangible Assets and Long-Lived Assets Intangible assets with finite lives include network-payer relationships, management contracts, member relationships, subscriber relationships, and developed technology and are stated at cost, less accumulated amortization, and impairment losses. These intangible assets are amortized using the accelerated method based on the discounted cash flow rate or using the straight-line method. Intangible assets with finite lives also include a patient management platform, as well as trade names and trademarks, whose valuations were determined using the cost to recreate method and the relief from royalty method, respectively. These assets are stated at cost, less accumulated amortization, and impairment losses, and are amortized using the straight-line method. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Under ASC 350, Intangibles – Goodwill and Other, goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment under a two step process. • Step 1— Under a qualitative assessment, determine if there are indicators of impairment. If so, proceed to Step 2. • Step 2 — Under a quantitative assessment, if the fair value of each reporting unit is less than its carrying value, there is an impairment. The Company may also elect to skip the qualitative testing and proceed directly to quantitative testing. The Company’s four reporting units consist of the following: • Care Partners – IPA; • Care Partners – ACO; • Care Delivery; and • Care Enablement. An impairment loss is recognized if the carrying value of a reporting unit exceeds its fair value. If this event arises, the impairment loss recorded is equal to the excess of the carrying value of the reporting unit over its fair value. At least annually, indefinite-lived intangible assets are tested for impairment. Impairment for intangible assets with indefinite lives exists if the carrying value of the intangible asset exceeds its fair value. The fair values of indefinite-lived intangible assets are determined using valuation techniques based on estimates, judgments, and assumptions management believes are appropriate in the circumstances. |
Investments in Other Entities - Equity Method and Investments in Privately Held Entities | Investments in Other Entities – Equity Method The Company accounts for certain investments using the equity method of accounting when it is determined that the investment provides the Company with the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investee and is recognized in the accompanying consolidated statements of income under “Income (loss) from equity method investments” and also is adjusted by contributions to and distributions from the investee. Investments in Privately Held Entities The Company accounts for certain investments using the cost method of accounting when it is determined that the investment provides the Company with little or no influence over the investee. Under the cost method of accounting, the investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. The investments in privately held entities that do not report net asset value are subject to qualitative assessment for indicators of impairments. |
Medical Liabilities | Medical Liabilities The Company’s Care Partners segment is responsible for integrated care that the associated physicians and contracted hospitals provide to their enrollees. The Company’s Care Partners segment provides integrated care to HMOs, Medicare, and Medi-Cal enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of services, excluding depreciation and amortization, in the accompanying consolidated statements of income. |
Fiduciary Cash and Payable | Fiduciary Cash and Payable |
Revenue Recognition | Revenue Recognition The Company receives payments from the following sources for services rendered: • Commercial insurers; • Federal government under the Medicare program administered by CMS; • State governments under Medicaid and other programs; • Other third-party payers (e.g., hospitals and IPAs); and • Individual patients and clients. Revenue primarily consists of the following: • Capitation revenue; • Risk pool settlements and incentives; • GPDC/ACO REACH capitation revenue; • Management fee income; and • FFS revenue. Revenue is recorded in the period in which services are rendered or the period in which the Company is obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the customer. Nature of Services and Revenue Streams Revenue primarily consists of capitation revenue, risk pool settlements and incentives, GPDC/ACO REACH capitation revenue, management fee income, and FFS revenue. Revenue is recorded in the period in which services are rendered or the period in which the Company is obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the customer. The following is a summary of the principal forms of the Company’s billing arrangements and how revenue is recognized for each. Capitation, Net Managed care revenues of the Company consist primarily of capitated fees for medical services provided by the Company under a capitated arrangement directly made with various managed care providers, including HMOs. Capitation revenue is typically prepaid monthly to the Company based on the number of enrollees selecting the Company as their healthcare provider. Capitation revenue is recognized in the month in which the Company is obligated to provide services to plan enrollees under contracts with various health plans. Minor ongoing adjustments to prior months’ capitation, primarily arising from contracted HMOs finalizing their monthly patient eligibility data for additions or subtractions of enrollees, are recognized in the month they are communicated to the Company. Additionally, Medicare pays capitation using a “Risk Adjustment” model, which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on a monthly basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or fewer healthcare services than assumed in the interim payments. Since the Company cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of Risk Adjustment are recognized when those changes are communicated by the health plans to the Company. Per member per month (“PMPM”) managed care contracts generally have a term of one year or longer. The Company assesses the profitability of its managed care contracts to identify contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future revenues, a premium deficiency reserve is recognized. No premium deficiency reserves were recorded as of December 31, 2023. All managed care contracts have a single performance obligation that constitutes a series for the provision of managed healthcare services for a population of enrolled members for the duration of the contract. The transaction price for PMPM contracts is variable as it primarily includes PMPM fees associated with unspecified membership that fluctuates throughout the contract. In certain contracts, PMPM fees also include adjustments for items such as performance incentives, performance guarantees, and risk sharing. The Company generally estimates the transaction price using the most likely amount methodology and amounts are only included in the net transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. The majority of the Company’s net PMPM transaction price relates specifically to the Company’s efforts to transfer the service for a distinct increment of the series (e.g., day or month) and is recognized as revenue in the month in which members are entitled to service. GPDC/ACO REACH Capitation Revenue CMS contracts with ACOs, which are composed of healthcare providers operating under a common legal structure and accept financial accountability for the overall quality and cost of medical care furnished to Medicare FFS beneficiaries aligned to the entity. The combination of the FFS model and the GPDC/ACO REACH model changes the distribution of responsibilities, risks, costs, and rewards among CMS, ACOs and providers. By entering into a contract with CMS, an ACO voluntarily takes on operational, financial, and legal responsibilities and risks that no party has, individually or collectively, under the existing FFS model. Each ACO bears the economic costs, and reaps the economic rewards, of fulfilling its responsibilities and managing its risks as an ACO. APAACO has participated in ACO REACH, and its predecessor model, Global and Professional Direct Contracting Model (“GPDC Model”), since January 1, 2022. For each performance year, CMS will pay a total benchmark amount, determined unilaterally by CMS in advance but subject to prospective adjustments throughout the year, for the totality of care provided to the ACO’s population of aligned beneficiaries over the course of that year. The benchmark is net of a quality withholding applied by CMS. At the end of each performance year, a portion, or all, of the quality withholding can be earned based on APAACO’s performance. ACO REACH capitation revenue is recognized based on the estimated transaction price to transfer the service for a distinct increment of the series (i.e., month) and is recognized net of quality incentives/penalties. ACO REACH capitation revenue is recognized in the accompanying consolidated statements of income under capitation, net. Risk Pool Settlements and Incentives Certain IPAs enter into hospital shared-risk capitation arrangements with certain health plans and local hospitals, where the hospital is responsible for providing, arranging and paying for institutional risk and the IPA is responsible for providing, arranging, and paying for professional risk. Under a hospital shared-risk pool-sharing agreement, the IPA generally receives a percentage of the net surplus from the affiliated hospital’s risk pools with HMOs after deductions for the affiliated hospital’s costs. Advance settlement payments are typically made quarterly in arrears if there is a surplus. The Company’s risk pool settlements under arrangements with health plans and hospitals are recognized using the most likely amount methodology and amounts are only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. The assumptions for historical margin, IBNR completion factors, and constraint percentages were used by management in applying the most likely amount methodology. Under capitated arrangements with certain HMOs, certain IPAs participate in one or more health plan shared-risk arrangements relating to the provision of institutional services to enrollees and thus can earn additional revenue or incur losses based upon the enrollee utilization of institutional services. Health plan shared-risk arrangements are entered into with certain health plans, which are administered by the health plan, where the IPA is responsible for rendering professional services, but the health plan does not enter into a capitation arrangement with a hospital and therefore the health plan retains the institutional risk. Health plan shared-risk deficits, if any, are not payable until and unless (and only to the extent) risk-sharing surpluses are generated. At the termination of the HMO contract, any accumulated deficit will be extinguished. The Company's risk pool settlements under arrangements with HMOs are recognized, using the most likely methodology, and only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur. Given the lack of access to the health plans’ data and control over the members assigned to the IPA, the adjustments and/or the withheld amounts are unpredictable and as such, the IPA’s risk-share revenues are deemed to be fully constrained until they are notified of the amount by the health plan. Final settlement of risk pools for prior contract years generally occur in the third or fourth quarter of the following year. In addition to risk-sharing revenues, the Company also receives incentives under “pay-for-performance” programs for quality medical care, based on various criteria. As an incentive to promote quality care, certain HMOs have designed quality incentive programs and commercial generic pharmacy incentive programs to compensate the Company for its efforts to improve the quality of services and efficient and effective use of pharmacy supplemental benefits provided to HMO members. The incentive programs track specific performance measures and calculate payments to the Company based on the performance measures. The Company’s incentives under “pay-for-performance” programs are recognized using the most likely methodology. However, as the Company does not have sufficient insight from the health plans on the amount and timing of the health plan shared-risk pool and incentive payments, these amounts are considered to be fully constrained and only recorded when such payments are known and/or received. Generally, for the foregoing arrangements, the final settlement is dependent on each distinct day’s performance within the annual measurement period but cannot be allocated to specific days until the full measurement period has occurred and performance can be assessed. As such, this is a form of variable consideration estimated at contract inception and updated through the measurement period (i.e., the contract year), to the extent the risk of reversal does not exist and the consideration is not constrained. NGACO AIPBP Revenue Under the NGACO Model, CMS aligned beneficiaries to the Company to manage direct care and pay providers based on a budgetary benchmark established with CMS. The Company was responsible for managing medical costs for these beneficiaries. The beneficiaries received services from physicians and other medical service providers that were both in-network and out-of-network. The Company received capitation-like All Inclusive Population Based Payment (“AIPBP”) payments from CMS on a monthly basis to pay claims from in-network providers. The Company recorded such AIPBPs received from CMS as revenue as the Company was primarily responsible and liable for managing the patient care and for satisfying provider obligations, was assuming the credit risk for the services provided by in-network providers through its arrangement with CMS, and had control of the funds, the services provided and the process by which the providers were ultimately paid. Claims from out-of-network providers were processed and paid by CMS, while claims from APAACO’s in-network contracted providers were paid by APAACO. The Company’s shared savings or losses in managing the services provided by out-of-network providers were generally determined on an annual basis after reconciliation with CMS. Pursuant to the Company’s risk share agreement with CMS, the Company was eligible to receive the savings or was liable for the deficit according to the budget established by CMS based on the Company’s efficiency in managing how the beneficiaries aligned to the Company by CMS were served by in-network and out-of-network providers. The Company’s savings or losses on providing such services were both capped by CMS, and were subject to significant estimation risk, whereby payments would vary significantly depending upon certain patient characteristics and other variable factors. Accordingly, the Company recognized such surplus or deficit upon substantial completion of reconciliation and determination of the amounts. The Company recorded NGACO AIPBP revenues monthly. Excess AIPBPs over claims paid, plus an estimate for the related IBNR claims were deferred and recorded as a liability until actual claims were paid or incurred. CMS determined if there were any excess AIPBPs for the performance year and the excess was refunded to CMS. For each performance year, CMS paid the Company in accordance with the alternative payment mechanism, if any, for which CMS had approved the Company; the risk arrangement for which the Company has been approved by CMS, and was otherwise provided in an NGACO Participation Agreement between APAACO and CMS (the “Participation Agreement”). Following the end of each performance year and at such other times as would be required under the Participation Agreement, CMS would issue a settlement report to the Company setting forth the amount of any shared savings or shared losses and the amount of other monies. If CMS owed the Company shared savings or other monies, CMS would pay the Company in full within 30 days after the date on which the relevant settlement report was deemed final, except as provided in the Participation Agreement. If the Company owed CMS shared losses or other monies owed as a result of a final settlement, the Company would pay CMS in full within 30 days after the relevant settlement report was deemed final. If the Company failed to pay the amounts due to CMS in full within 30 days after the date of a demand letter or settlement report, CMS would assess simple interest on the unpaid balance at the rate applicable to other Medicare debts under current provisions of law and applicable regulations. In addition, CMS and the U.S. Department of the Treasury would use any applicable debt collection tools available to collect any amounts owed by the Company. The Company participated in the AIPBP track of the NGACO Model. Under the AIPBP track, CMS estimated the total annual expenditures for APAACO’s assigned patients and paid that projected amount to the Company in monthly installments, and the Company was responsible for all Part A and Part B costs for in-network participating providers and preferred providers contracted by the Company to provide services to the assigned patients. As APAACO did not have sufficient insight into the financial performance of the shared risk pool with CMS because of unknown factors related to IBNR claims, risk adjustment factors, and stop-loss provisions, among other factors, an estimate couldn’t be developed. Due to these limitations, APAACO could not determine the amount of surplus or deficit that would likely be recognized in the future and therefore this shared risk pool revenue was considered fully constrained. With the ending of the NGACO Model on December 31, 2021, the Company no longer received AIPBPs but remained eligible to recognize any shared savings or loss for performance year 2021 upon issuance of the settlement report from CMS. Pursuant to the Participation Agreement, the Company recognized $48.8 million related to savings from the 2021 performance year as revenue in risk pool settlements and incentives in the accompanying consolidated statements of income for the year ended December 31, 2022. Management Fee Income Management fee income encompasses fees paid for management, physician advisory, healthcare staffing, administrative, and other non-medical services provided by the Company to IPAs, hospitals, and other healthcare providers. Such fees may be in the form of billings at agreed-upon hourly rates, percentages of gross revenue or fee collections, or amounts fixed on a monthly, quarterly, or annual basis. The revenue may include variable arrangements measuring factors, such as hours staffed, patient visits, or collections per visit, against benchmarks, and, in certain cases, may be subject to achieving quality metrics or fee collections. The Company recognizes such variable supplemental revenues in the period when such amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the applicable agreement. The Company provides a significant service of integrating the services selected by the Company’s clients into one overall output for which the client has contracted. Therefore, such management contracts generally contain a single performance obligation. The nature of the Company’s performance obligation is to stand ready to provide services over the contractual period. Also, the Company’s performance obligation forms a series of distinct periods of time over which the Company stands ready to perform. The Company’s performance obligation is satisfied as the Company completes each period’s obligations. Consideration from management contracts is variable in nature because the majority of the fees are generally based on revenue or collections, which can vary from period to period. The Company has control over pricing. Contractual fees are invoiced to the Company’s clients generally monthly and payment terms are typically due within 30 days. The variable consideration in the Company’s management contracts meets the criteria to be allocated to the distinct period of time to which it relates because (i) it is due to the activities performed to satisfy the performance obligation during that period and (ii) it represents the consideration to which the Company expects to be entitled. The Company’s management contracts generally have terms ranging from one Fee-for-Service Revenue FFS revenue represents revenue earned under contracts in which the professional component of charges for medical services rendered by the Company’s affiliated physician-owned medical groups are billed and collected from third-party payers, hospitals, and patients. FFS revenue related to patient care services is reported net of contractual allowances and policy discounts and is recognized in the period in which the services are rendered to specific patients. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the consolidated financial statements. The recognition of net revenue (gross charges, less contractual allowances) from such services is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to the Company’s billing center for medical coding and entering into the Company’s billing system and the verification of each patient’s submission or representation at the time services are rendered as to the payer(s) responsible for payment of such services. Revenue is recorded based on the information known at the time of entering such information into the Company’s billing systems, as well as an estimate of the revenue associated with medical services. The Company is responsible for confirming member eligibility, performing program utilization review, potentially directing payment to the provider and accepting the financial risk of loss associated with services rendered, as specified within the Company’s client contracts. The Company has the ability to adjust contractual fees with clients and possesses the financial risk of loss in certain contractual obligations. These factors indicate the Company is the principal and, as such, the Company records gross fees contracted with clients in revenues. Consideration from FFS arrangements is variable in nature because fees are based on patient encounters, credits due to clients, and reimbursement of provider costs, all of which can vary from period to period. Patient encounters and related episodes of care and procedures qualify as distinct goods and services, provided simultaneously together with other readily available resources, in a single instance of service, and thereby constitute a single performance obligation for each patient encounter and, in most instances, occur at readily determinable transaction prices. As a practical expedient, the Company adopted a portfolio approach for the FFS revenue stream to group together contracts with similar characteristics and analyze historical cash collection trends. The contracts within the portfolio share the characteristics conducive to ensuring that the results do not materially differ under the new standard if it were to be applied to individual patient contracts related to each patient encounter. Estimating net FFS revenue is a complex process, largely due to the volume of transactions, the number and complexity of contracts with payers, the limited availability at times of certain patient and payer information at the time services are provided, and the length of time it takes for collections to fully mature. These expected collections are based on fees and negotiated payment rates in the case of third-party payers, the specific benefits provided for under each patient’s healthcare plans, mandated payment rates in the case of Medicare and Medicaid programs, and historical cash collections (net of recoveries) in combination with expected collections from third-party payers. The relationship between gross charges and the transaction price recognized is significantly influenced by payer mix, as collections on gross charges may vary significantly, depending on whether the patients, to whom services are provided, in the period are insured and the contractual relationships with those payers. Payer mix is subject to change as additional patient and payer information is obtained after the period services are provided. The Company periodically assesses the estimates of unbilled revenue, contractual adjustments and discounts, and payer mix by analyzing actual results, including cash collections, against estimates. Changes in these estimates are charged or credited to the consolidated statements of income in the period that the assessment is made. Significant changes in payer mix, contractual arrangements with payers, specialty mix, acuity, general economic conditions, and healthcare coverage provided by federal or state governments or private insurers may have a significant impact on estimates and significantly affect the results of operations and cash flows. Contract Assets Revenues and receivables are recognized once the Company has satisfied its performance obligation. Accordingly, contract assets are comprised of receivables and receivables - related parties. The Company’s billing and accounting systems provide historical trends of cash collections and contractual write-offs, accounts receivable aging, and established fee adjustments from third-party payers. These estimates are recorded and monitored monthly as revenues are recognized. The principal exposure for uncollectible fees for service visits is from self-pay patients and, to a lesser extent, for co-payments and deductibles from patients with insurance. Contract Liabilities (Deferred Revenue) |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment. The Company records a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not. The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based on the merits of the position. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties incurred in relation to the unrecognized tax benefits. |
Share-Based Compensation | Share-Based Compensation The Company maintains a stock-based compensation program for employees, non-employees, directors, and consultants. From time to time, the Company issues shares of its common stock to its employees, directors, and consultants, which shares may be subject to the Company’s repurchase right (but not obligation), that vests based on time-based and/or performance-based vesting schedules. The value of share-based awards is recognized as compensation expense and adjusted for forfeitures as they occur. Compensation expenses for time-based awards are recognized on a cumulative straight-line basis over the vesting period of the awards. Share-based awards with performance conditions are recognized to the extent the performance conditions are probable of being achieved. Compensation expenses for performance-based awards are recognized on an accelerated attribution method. The grant date fair value of the restricted stock awards is the grant date’s closing market price of the Company’s common stock. The fair value of options granted is determined using the Black-Scholes option pricing model and includes several assumptions, including expected term, expected volatility, expected dividends, and risk-free rates. The expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The expected stock price volatility is determined based on an average of historical volatility. The expected dividend yield is based on the Company’s expected dividend payouts. The risk-free interest rate is based on the U.S. Constant Maturity curve over the expected term of the option at the time of grant. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income attributable to holders of the Company’s common stock by the weighted-average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed using the weighted-average number of shares of common stock outstanding, plus the effect of dilutive securities outstanding during the periods presented, using the treasury stock method. Refer to Note 17 — “Earnings Per Share” for a discussion of shares treated as treasury shares for accounting purposes. |
Noncontrolling Interests | Non-controlling Interests The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights, and VIEs in which the Company is the primary beneficiary. Non-controlling interests represent third-party equity ownership interests (including equity ownership interests held by certain VIEs) in the Company’s consolidated entities. Net income attributable to non-controlling interests is disclosed in the consolidated statements of income. |
Mezzanine Equity | Mezzanine Equity |
Leases | Leases The Company determines if an arrangement is a lease at its inception. The expected term of the lease used for computing the lease liability and right-of-use asset and determining the classification of the lease as operating or financing may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company elected practical expedients for ongoing accounting that is provided by the standard comprised of the following: • The election for classes of underlying assets to not separate non-lease components from lease components, and • The election for short-term lease recognition exemption for all leases under twelve-month terms. The present value of the lease payments is calculated using a rate implicit in the lease, when readily determinable. However, as most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to determine the present value of the lease payments for the majority of its leases. |
Beneficial Interest | Beneficial Interest In April 2020, APC received a beneficial interest as a result of selling one of its equity method investments, pursuant to the terms of the stock purchase agreement. The estimated fair value of such interest in April 2020 was $15.7 million. In 2021, the beneficial interest was determined to not be collectible and the $15.7 million was written off and expensed in other income (expense) in the accompanying consolidated statements of income for the year ended December 31, 2021. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company’s annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures. In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures. |
Derivative Financial Instruments | Derivative Financial Instruments Interest Rate Swap Agreements and Collar Agreements |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregated Revenue by Payor Type | The following table presents disaggregated revenue generated by each payer type (in thousands): Years Ended December 31, 2023 2022 2021 Commercial $ 167,048 $ 171,723 $ 138,333 Medicare 901,322 633,463 307,286 Medicaid 266,093 280,083 283,311 Other third parties 52,198 58,894 44,985 Revenue $ 1,386,661 $ 1,144,163 $ 773,915 |
Schedule of Revenue by Major Customers by Reporting Segments | The Company had major payers from its Care Partners segment that contributed the following percentages of net revenue: Years Ended December 31, 2023 2022 2021 Payer A *% *% 15.3 % Payer B 38.8 % 34.2% 11.9 % Payer C 10.1 % *% *% Payer D *% *% 12.5 % * Less than 10% of total net revenues The Company had major payers that contributed to the following percentages of net receivables and receivables - related parties: As of December 31, 2023 2022 Payer B 36.0 % 26.0 % Payer E 41.0 % 52.0 % |
Business Combinations, Asset _2
Business Combinations, Asset Acquisitions, and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Goodwill Activity | The change in the carrying value of goodwill for the years ended December 31, 2023 and 2022 was as follows (in thousands): Amount Balance at January 1, 2022 $ 246,416 Acquisitions 21,486 Adjustments 1,151 Balance at December 31, 2022 269,053 Acquisitions 7,866 Adjustments 1,912 Balance at December 31, 2023 $ 278,831 |
Land, Property and Equipment,_2
Land, Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Land, Property and Equipment, Net | Land, property, and equipment, net consisted of (in thousands): Useful Life (Years) December 31, 2023 December 31, 2022 Land* N/A $ — $ 32,288 Buildings* 5 - 39 — 58,451 Computer software 3 - 5 4,923 4,731 Furniture and equipment 3 - 7 18,854 17,161 Construction in progress* N/A 340 12,801 Leasehold improvements 3 - 39 5,930 7,151 30,047 132,583 Less accumulated depreciation and amortization (22,876) (24,047) Land, property, and equipment, net $ 7,171 $ 108,536 *Certain land, property, and equipment, net that were deemed Excluded Assets that are solely for the benefit of APC and its common shareholders were spun-off as part of the Spin-Off. Refer to Note 1 — “Description of Business” to the consolidated financial statements for information on the Spin-Off. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets, Net | At December 31, 2023, intangible assets, net consisted of the following (in thousands): Useful Gross Additions Impairment/ Gross Accumulated Net Indefinite lived assets: Trademarks N/A $ 2,150 $ — $ — $ 2,150 $ — $ 2,150 Amortized intangible assets: Network relationships 11-21 150,679 — — 150,679 (104,859) 45,820 Management contracts 15 22,832 — — 22,832 (16,662) 6,170 Member relationships 10-14 16,633 7,444 — 24,077 (7,345) 16,732 Patient management platform 5 2,060 — — 2,060 (2,060) — Tradename/trademarks 20 1,011 — — 1,011 (308) 703 Developed technology 6 107 — — 107 (34) 73 $ 195,472 $ 7,444 $ — $ 202,916 $ (131,268) $ 71,648 At December 31, 2022, intangible assets, net consisted of the following (in thousands): Useful Gross January 1, 2022 Additions Impairment/ Gross Accumulated Net Indefinite Lived Assets: Trademarks N/A $ 2,150 $ — $ — $ 2,150 $ — $ 2,150 Amortized intangible assets: Network relationships 11-21 150,679 — — 150,679 (95,451) 55,228 Management contracts 15 22,832 — — 22,832 (15,208) 7,624 Member relationships 12 8,997 7,636 — 16,633 (5,619) 11,014 Patient management platform 5 2,060 — — 2,060 (2,060) — Tradename/trademarks 20 1,011 — — 1,011 (257) 754 Developed technology 6 — 107 — 107 (16) 91 $ 187,729 $ 7,743 $ — $ 195,472 $ (118,611) $ 76,861 |
Schedule of Finite-Lived Intangible Assets, Net | At December 31, 2023, intangible assets, net consisted of the following (in thousands): Useful Gross Additions Impairment/ Gross Accumulated Net Indefinite lived assets: Trademarks N/A $ 2,150 $ — $ — $ 2,150 $ — $ 2,150 Amortized intangible assets: Network relationships 11-21 150,679 — — 150,679 (104,859) 45,820 Management contracts 15 22,832 — — 22,832 (16,662) 6,170 Member relationships 10-14 16,633 7,444 — 24,077 (7,345) 16,732 Patient management platform 5 2,060 — — 2,060 (2,060) — Tradename/trademarks 20 1,011 — — 1,011 (308) 703 Developed technology 6 107 — — 107 (34) 73 $ 195,472 $ 7,444 $ — $ 202,916 $ (131,268) $ 71,648 At December 31, 2022, intangible assets, net consisted of the following (in thousands): Useful Gross January 1, 2022 Additions Impairment/ Gross Accumulated Net Indefinite Lived Assets: Trademarks N/A $ 2,150 $ — $ — $ 2,150 $ — $ 2,150 Amortized intangible assets: Network relationships 11-21 150,679 — — 150,679 (95,451) 55,228 Management contracts 15 22,832 — — 22,832 (15,208) 7,624 Member relationships 12 8,997 7,636 — 16,633 (5,619) 11,014 Patient management platform 5 2,060 — — 2,060 (2,060) — Tradename/trademarks 20 1,011 — — 1,011 (257) 754 Developed technology 6 — 107 — 107 (16) 91 $ 187,729 $ 7,743 $ — $ 195,472 $ (118,611) $ 76,861 |
Schedule of Future Amortization Expense | Future amortization expense is estimated to be as follows for the years ending December 31 (in thousands): Amount 2024 $ 12,818 2025 11,661 2026 10,232 2027 8,794 2028 7,603 Thereafter 18,390 $ 69,498 |
Investments in Other Entities (
Investments in Other Entities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments, Financial Statement Information | For the twelve months ended December 31, 2023 and 2022, the Company’s equity method investment balance consisted of the following (in thousands): % of Ownership December 31, 2022 Initial Investment Allocation of Net Income (Loss) Funding Adjustment of Fair Value* Distribution December 31, 2023 LaSalle Medical Associates – IPA Line of Business 25% $ 5,684 $ — $ 4,182 $ — $ — $ — $ 9,866 Pacific Medical Imaging & Oncology Center, Inc. 40% 1,878 — (187) — — — 1,691 531 W. College, LLC * 50% 17,281 — (508) 700 91 (17,564) — One MSO, LLC * 50% 2,718 — 938 — 3,260 (6,916) — CAIPA MSO, LLC 30% 12,738 — 922 — — — 13,660 Other ** 25% — 325 232 — — — 557 $ 40,299 $ 325 $ 5,579 $ 700 $ 3,351 $ (24,480) $ 25,774 * Investments deemed Excluded Assets that are solely for the benefit of APC and its common shareholders. These Excluded Assets were spun-off on December 26, 2023 as part of the Spin-Off. On the date of distribution, the investments were recorded at fair value. The gain, representing the difference between the fair value and the carrying value of the investment, was $3.4 million and is presented within other income in the accompanying consolidated statement of net income. Refer to Note 1 — “Description of Business” to the consolidated financial statements for information on the Spin-Off. ** Other consists of smaller equity method investments. % of Ownership December 31, 2021 Allocation of Net Income (Loss) Funding Reclassified to Loan Receivable Funding Entity Consolidated Distribution December 31, 2022 LaSalle Medical Associates – IPA Line of Business 25% $ 3,034 $ 4,775 $ (2,125) $ — $ — $ — $ 5,684 Pacific Medical Imaging & Oncology Center, Inc. 40% 1,719 159 — — — — 1,878 531 W. College, LLC * 50% 17,230 (619) — 670 — — 17,281 One MSO, LLC * 50% 2,910 408 — — — (600) 2,718 Tag-6 Medical Investment Group, LLC* 100% 4,830 153 — 1,435 (6,418) — — CAIPA MSO, LLC 30% 11,992 746 — — — — 12,738 $ 41,715 $ 5,622 $ (2,125) $ 2,105 $ (6,418) $ (600) $ 40,299 * Investments deemed Excluded Assets that are solely for the benefit of APC and its common shareholders. These Excluded Assets were spun-off on December 26, 2023 as part of the Spin-off. Refer to Note 1 — “Description of Business” to the consolidated financial statements for information on the Spin-Off. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | The Company’s accounts payable and accrued expenses consisted of the following (in thousands): December 31, 2023 December 31, 2022 Accounts payable and other accruals $ 9,075 $ 10,473 Capitation payable 4,503 4,229 Subcontractor IPA payable 2,529 2,415 Professional fees 4,407 2,709 Due to related parties 9,271 3,304 Contract liabilities 744 531 Accrued compensation 20,098 15,301 Other provider payable 9,322 10,600 Total accounts payable and accrued expenses $ 59,949 $ 49,562 |
Medical Liabilities (Tables)
Medical Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract] | |
Schedule of Medical Liabilities | The Company’s medical liabilities consisted of the following (in thousands): December 31, 2023 December 31, 2022 Medical liabilities, beginning of year $ 81,255 $ 55,783 Acquired (see Note 3) 6,157 2,956 Components of medical care costs related to claims incurred: Current period 866,501 646,679 Prior periods (13,566) 5,152 Total medical care costs 852,935 651,831 Payments for medical care costs related to claims incurred: Current period (759,354) (559,751) Prior periods (76,696) (67,149) Total paid (836,050) (626,900) Adjustments 2,360 (2,415) Medical liabilities, end of year $ 106,657 $ 81,255 |
Credit Facility, Bank Loans, _2
Credit Facility, Bank Loans, and Lines of Credit (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Facility | The Company’s debt balance consists of the following (in thousands): December 31, 2023 December 31, 2022 Revolver Loan $ — $ 180,000 Term Loan 280,000 — Real Estate Loans* — 23,168 Construction Loan * — 4,159 Promissory Note Payable 2,000 — Total debt 282,000 207,327 Less: Current portion of debt (19,500) (619) Less: Unamortized financing costs (3,561) (3,319) Long-term debt $ 258,939 $ 203,389 |
Schedule of Future Commitments of Credit Facility | The following are the future commitments of the Company’s debt for the years ending December 31 (in thousands): Amount 2024 $ 19,500 2025 15,750 2026 21,000 2027 22,750 2028 203,000 Thereafter — Total $ 282,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | Provision for income taxes consisted of the following (in thousands): Years ended December 31, 2023 2022 2021 Current Federal $ 35,434 $ 35,365 $ 15,623 State 8,999 19,788 8,399 44,433 55,153 24,022 Deferred Federal (3,638) (11,552) 3,878 State (8,806) (2,726) 3,793 (12,444) (14,278) 7,671 Total provision for income taxes $ 31,989 $ 40,875 $ 31,693 |
Schedule of Effective Income Tax Rate Reconciliation for Provision for Income Taxes | The provision for income taxes differs from the amount computed by applying the federal income tax rate as follows: Years ended December 31, 2023 2022 2021 Tax provision at U.S. federal statutory rates 21.0 % 21.0 % 21.0 % State income taxes net of federal benefit 11.6 12.1 12.9 Non-deductible permanent items 2.5 0.9 4.0 Variable interest entities (2.1) (1.1) (1.3) Stock-based compensation 2.8 (0.3) (1.0) Change in valuation allowance (2.6) 4.4 — Gain on sale of investment 8.5 1.2 (2.1) NOL adjustment 0.2 0.5 (0.1) Undistributed dividend (11.5) 7.2 8.0 Spin-off transaction 3.0 — — Other 2.1 1.2 (0.3) Effective income tax rate 35.5 % 47.1 % 41.1 % |
Schedule of Components of Deferred Tax Assets (Liabilities) | Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2023 and 2022, are shown below (in thousands). 2023 2022 Deferred tax assets State taxes $ 2,831 $ 2,489 Accrued expenses 1,747 670 Allowance for bad debts 1,718 853 Investment in other entities 1,355 2,145 Net operating loss carryforward 7,551 9,383 Lease liability 10,897 6,470 Unrealized gain 1,284 8,971 Stock options 663 1,011 Other — 2 Deferred tax assets before valuation allowance 28,046 31,994 Valuation allowance (5,904) (8,292) Net deferred tax assets 22,142 23,702 Deferred tax liabilities Property and equipment (329) (1,840) Acquired intangible assets (15,301) (21,268) Right-of-use assets (9,936) (5,632) Debt issuance cost (648) (725) Undistributed dividend — (8,454) Deferred tax liabilities (26,214) (37,919) Net deferred tax liabilities $ (4,072) $ (14,217) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Expense | The following table summarizes the stock-based compensation expense recognized under all of the Company’s stock plans in 2023, 2022 and 2021, and associated with the issuance of restricted shares of common stock and vesting of stock options that are included in general and administrative expenses in the accompanying consolidated statements of income recognized (in thousands): Years ended December 31, 2023 2022 2021 Stock options $ 1,790 $ 3,792 $ 2,480 Restricted stock awards 20,250 12,309 4,265 Total share-based compensation expense $ 22,040 $ 16,101 $ 6,745 |
Schedule of Stock Option Transactions Under Stock Option Plans | The Company’s outstanding stock options consisted of the following: Shares Weighted-Average Weighted-Average Aggregate Options outstanding at January 1, 2023 859,850 $ 25.88 2.19 $ 10.3 Options granted — — — — Options exercised (140,000) 10.87 — 3.5 Options canceled, forfeited or expired (215,609) 16.56 — — Options outstanding at December 31, 2023 504,241 $ 34.03 2.10 $ 4.7 Options exercisable at December 31, 2023 466,411 $ 28.36 1.87 $ 4.7 |
Share-based Payment Arrangement, Restricted Stock Activity | The Company’s unvested restricted stock award activity for the year ended December 31, 2023 consisted of the following: Restricted Stock Awards Performance Based Restricted Stock Awards Number of Weighted Average Number of Weighted Average Unvested as of January 1, 2023 539,632 $72.58 289,635 $41.14 Granted 480,228 33.90 561,386 33.61 Vested (260,637) 39.39 (158,421) 37.94 Forfeited (45,939) 36.57 (65,267) 42.66 Unvested as of December 31, 2023 713,284 $60.98 627,333 $35.05 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Fees Incurred and Revenue Earned from Related Party Transactions | The following table sets forth fees incurred and income received related to AHMC, HSMSO, and Aurion (in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 AHMC HSMSO AURION AHMC HSMSO AURION Revenue $ 49,634 $ 1,242 $ — $ 56,397 $ 1,089 $ — Expenses 20,000 822 300 21,810 1,554 300 Net $ 29,634 $ 420 $ (300) $ 34,587 $ (465) $ (300) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Computations | Below is a summary of the earnings per share computations: Years ended December 31, 2023 2022 2021 Earnings per share – basic $ 1.30 $ 1.00 $ 1.57 Earnings per share – diluted $ 1.29 $ 0.99 $ 1.52 Weighted-average shares of common stock outstanding – basic 46,553,256 44,971,143 43,828,664 Weighted-average shares of common stock outstanding – diluted 46,943,140 45,602,415 45,403,085 |
Schedule of Shares Included in the Diluted Earnings Per Share Computations | Below is a summary of the shares included in the diluted earnings per share computations: Years ended December 31, 2023 2022 2021 Weighted-average shares of common stock outstanding – basic 46,553,256 44,971,143 43,828,664 Stock options 169,577 439,309 495,618 Warrants — — 819,151 Restricted stock awards 51,182 161,648 259,652 Contingently issuable shares 169,125 30,315 — Weighted-average shares of common stock outstanding – diluted 46,943,140 45,602,415 45,403,085 |
Variable Interest Entities (V_2
Variable Interest Entities (VIEs) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Assets and Liabilities, Variable Interest Entities | 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. These assets and liabilities, with the exception of the investment in a privately held entity that does not report net asset value per share and amounts due to, or from, affiliates, which are eliminated upon consolidation, are included in the accompanying consolidated balance sheets (in thousands). December 31, 2023 2022 Assets Current assets Cash and cash equivalents $ 184,078 $ 113,080 Investment in marketable securities — 4,543 Receivables, net 21,120 14,562 Receivables, net – related party 58,707 62,420 Income taxes receivable 1,600 8,702 Other receivables 454 1,283 Prepaid expenses and other current assets 9,991 9,938 Loans receivable — 516 Loans receivable — related parties — 2,125 Amounts due from affiliates* — 11,609 Total current assets 275,950 228,778 Non-current assets Land, property and equipment, net 5,306 106,626 Intangible assets, net 60,906 62,951 Goodwill 140,157 133,448 Income taxes receivable, non-current 15,943 15,943 Investments in other entities – equity method 12,114 27,561 Investment in a privately held entity 405 405 Investment in affiliates* 273,182 304,755 Restricted cash 40 — Operating lease right-of-use assets 28,796 11,408 Other assets 1,149 4,320 Total non-current assets 537,998 667,417 Total assets $ 813,948 $ 896,195 Current liabilities Accounts payable and accrued expenses $ 32,707 $ 27,360 Fiduciary accounts payable 7,737 8,065 Medical liabilities 55,157 55,052 Dividend payable 638 638 Finance lease liabilities 646 594 Operating lease liabilities 3,305 2,198 Current portion of long-term debt 8,542 619 Amount due to affiliates* 107,340 — Total current liabilities 216,072 94,526 Non-current liabilities Deferred tax liability 7,284 6,540 Finance lease liabilities, net of current portion 1,033 1,275 Operating lease liabilities, net of current portion 28,675 12,035 Long-term debt, net of current portion — 26,645 Other long-term liabilities 230 8,542 Total non-current liabilities 37,222 55,037 Total liabilities $ 253,294 $ 149,563 * Investment in affiliates represents APC’s investment in Astrana, which is reflected as treasury shares and eliminated upon consolidation. Amounts due to, or from, affiliates are receivables with Astrana’s subsidiaries. As a result, these balances are eliminated upon consolidation and are not reflected on Astrana’s consolidated balance sheets as of December 31, 2023 and 2022. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Expense and Other Information Related to Lease Costs | The components of lease expense were as follows (in thousands): December 31, 2023 December 31, 2022 Operating lease cost $ 7,771 $ 6,622 Finance lease cost Amortization of lease expense 675 564 Interest on lease liabilities 103 70 Sublease income (1,025) (649) Total lease cost $ 7,524 $ 6,607 December 31, 2023 December 31, 2022 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,783 $ 6,781 Operating cash flows from finance leases 103 70 Financing cash flows from finance leases 675 564 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 25,124 — Finance leases 486 971 December 31, 2023 December 31, 2022 Weighted-Average Remaining Lease Term Operating leases 8.73 years 6.66 years Finance leases 3.00 years 3.41 years Weighted-Average Discount Rate Operating leases 6.02 % 5.50 % Finance leases 5.24 % 4.92 % |
Schedule of Operating Leases, Future Minimum Lease Payments After Adoption of 842 | Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows (in thousands): Years ending December 31, Operating Leases Finance Leases 2024 $ 6,927 $ 719 2025 6,749 556 2026 6,342 302 2027 6,038 243 2028 5,844 6 Thereafter 21,923 — Total future minimum lease payments 53,823 1,826 Less: imputed interest 12,927 147 Total lease obligations 40,896 1,679 Less: current portion 4,607 646 Long-term lease obligations $ 36,289 $ 1,033 |
Schedule of Finance Lease, Future Minimum Lease Payments After Adoption of 842 | Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows (in thousands): Years ending December 31, Operating Leases Finance Leases 2024 $ 6,927 $ 719 2025 6,749 556 2026 6,342 302 2027 6,038 243 2028 5,844 6 Thereafter 21,923 — Total future minimum lease payments 53,823 1,826 Less: imputed interest 12,927 147 Total lease obligations 40,896 1,679 Less: current portion 4,607 646 Long-term lease obligations $ 36,289 $ 1,033 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Information about our Segments | The following table presents information about our segments and prior periods have been recast to conform to the current presentation (in thousands): Year Ended December 31, 2023 Care Partners Care Delivery Care Enablement Other Intersegment Elimination Corporate Costs Consolidated Total Third Party $ 1,284,081 $ 61,600 $ 40,227 $ 753 $ — $ — $ 1,386,661 Intersegment 16,031 58,304 95,597 184 (170,116) — — Total revenues 1,300,112 119,904 135,824 937 (170,116) — 1,386,661 Cost of services 1,182,484 96,265 59,075 296 (166,417) — 1,171,703 General and administrative (1) 25,907 17,766 57,672 3,752 (7,923) 33,171 130,345 Total expenses 1,208,391 114,031 116,747 4,048 (174,340) 33,171 1,302,048 Income (loss) from operations $ 91,721 $ 5,873 $ 19,077 $ (3,111) $ 4,224 (2) $ (33,171) $ 84,613 Year Ended December 31, 2022 Care Partners Care Delivery Care Enablement Other Intersegment Elimination Corporate Costs Consolidated Total Third Party $ 1,051,464 $ 49,806 $ 42,023 $ 870 $ — $ — $ 1,144,163 Intersegment 57 46,326 78,177 115 (124,675) — — Total revenues 1,051,521 96,132 120,200 985 (124,675) — 1,144,163 Cost of services 944,792 73,927 51,531 258 (125,823) — 944,685 General and administrative (1) 21,507 13,234 41,628 2,681 (3,150) 19,313 95,213 Total expenses 966,299 87,161 93,159 2,939 (128,973) 19,313 1,039,898 Income (loss) from operations $ 85,222 $ 8,971 $ 27,041 $ (1,954) $ 4,298 (2) $ (19,313) $ 104,265 Year Ended December 31, 2021 Care Partners Care Delivery Care Enablement Other Intersegment Elimination Corporate Costs Consolidated Total Third Party $ 709,714 $ 28,064 $ 35,851 $ 286 $ — $ — $ 773,915 Intersegment — 18,627 71,842 74 (90,543) — — Total revenues 709,714 46,691 107,693 360 (90,543) — 773,915 Cost of services 607,081 37,537 41,557 (242) (89,791) — 596,142 General and administrative (1) 30,055 9,694 28,637 1,881 (3,097) 12,424 79,594 Total expenses 637,136 47,231 70,194 1,639 (92,888) 12,424 675,736 Income (loss) from operations $ 72,578 $ (540) $ 37,499 $ (1,279) $ 2,345 (2) $ (12,424) $ 98,179 (1) Balance includes general and administrative expenses and depreciation and amortization. (2) |
Fair Value Measurements of Fi_2
Fair Value Measurements of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Amounts and Fair Values of Financial Instruments | The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2023 are presented below (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 4,842 $ — $ — $ 4,842 Marketable securities – certificates of deposit 2,150 — — 2,150 Marketable securities – equity securities 348 — — 348 Total assets $ 7,340 $ — $ — $ 7,340 Liabilities AAMG contingent consideration $ — $ — $ 5,475 $ 5,475 VOMG contingent consideration — — 17 17 DMG remaining equity interest purchase — — 8,542 8,542 Sun Labs remaining equity interest purchase — — 7,802 7,802 Interest rate collar — 252 — 252 Total liabilities $ — $ 252 $ 21,836 $ 22,088 * Included in cash and cash equivalents The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2022 are presented below (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 135,235 $ — $ — $ 135,235 Marketable securities – equity securities 5,567 — — 5,567 Contingent equity securities — — 1,900 1,900 Interest rate swaps — 3,164 — 3,164 Total assets $ 140,802 $ 3,164 $ 1,900 $ 145,866 Liabilities APCMG contingent consideration $ — $ — $ 1,000 $ 1,000 AAMG contingent consideration — — 5,851 5,851 VOMG contingent consideration — — 17 17 DMG remaining equity interest purchase — — 8,542 8,542 Sun Labs remaining equity interest purchase — — 5,849 5,849 Total liabilities $ — $ — $ 21,259 $ 21,259 * Included in cash and cash equivalents |
Schedule of Change in Fair Value of Level 3 Liabilities | The change in the fair value of existing Level 3 liabilities is recognized in unrealized loss on investments and general and administrative expenses Amount Balance at January 1, 2023 $ 21,259 Change in fair value of existing Level 3 liabilities 1,577 APCMG contingent consideration paid (1,000) Balance at December 31, 2023 $ 21,836 |
Schedule of Gain (Loss) on Equity Securities | The components comprising total gains and losses on equity securities are as follows (in thousands) for the periods listed below: Twelve Months Ended 2023 2022 Total losses recognized on equity securities $ (6,629) $ (19,169) Less (loss) gains recognized on equity securities sold (4,052) 2,272 Unrealized losses recognized on equity securities held at end of period $ (2,577) $ (21,441) |
Description of Business (Detail
Description of Business (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 segment | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 segment | Dec. 26, 2023 USD ($) unit | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Number of reportable segments | segment | 3 | 3 | 1 | |
Spinoff transaction, ownership percentage | 100% | |||
Spinoff transaction, number of membership units per common share | unit | 1 | |||
Spinoff transaction, dividend, real estate operations portion | $ 190.3 | |||
Fair value, net asset | $ 5.3 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 USD ($) | Mar. 31, 2023 segment | Dec. 31, 2023 USD ($) unit segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of reportable segments | segment | 3 | 3 | 1 | ||
Number of operating segments | segment | 3 | ||||
Amount deposit accounts exceeded FDIC insured limit | $ 318,900,000 | $ 324,700,000 | |||
Risk pool surplus or deficits, settlement period after performance year | 18 months | ||||
Number of main reporting units | unit | 4 | ||||
Impairment of goodwill | $ 0 | 0 | $ 0 | ||
Impairment of intangible assets | 0 | 0 | 0 | ||
Fiduciary accounts payable | 7,737,000 | 8,065,000 | |||
Total revenue | 1,386,661,000 | 1,144,163,000 | 773,915,000 | ||
Contract liabilities | $ 744,000 | 531,000 | |||
Voting rights held (more than) | 50% | ||||
Universal Care Inc | APC | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Additional proceeds to be received from sale of equity method investments, if circumstances met | $ 15,700,000 | ||||
Accounts Payable and Accrued Expenses | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue recognized | $ 500,000 | ||||
CMS | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Expected period of payment upon termination of agreement | 30 days | ||||
PMPM | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Contract term | one year | ||||
Risk Pool Settlements and Incentives | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Total revenue | $ 48,800,000 | ||||
Management fee income | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Total revenue | $ 38,677,000 | $ 41,094,000 | $ 35,959,000 | ||
Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful Life (Years) | 3 years | ||||
Minimum | Management fee income | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue, payment terms | 1 year | ||||
Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful Life (Years) | 39 years | ||||
Maximum | Management fee income | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue, payment terms | 30 years | ||||
Certificates of Deposit | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Marketable securities, current, maturity period (greater than) | 90 days |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Disaggregation of Revenue by Payor Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,386,661 | $ 1,144,163 | $ 773,915 |
Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 167,048 | 171,723 | 138,333 |
Medicare | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 901,322 | 633,463 | 307,286 |
Medicaid | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 266,093 | 280,083 | 283,311 |
Other third parties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 52,198 | $ 58,894 | $ 44,985 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Contributions to Revenue and Receivables by Payor (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net revenue | Payer A | |||
Concentration Risk [Line Items] | |||
Concentration risk | 15.30% | ||
Net revenue | Payer B | |||
Concentration Risk [Line Items] | |||
Concentration risk | 38.80% | 34.20% | 11.90% |
Net revenue | Payer C | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10.10% | ||
Net revenue | Payer D | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12.50% | ||
Gross receivables | Payer B | |||
Concentration Risk [Line Items] | |||
Concentration risk | 36% | 26% | |
Gross receivables | Payer E | |||
Concentration Risk [Line Items] | |||
Concentration risk | 41% | 52% |
Business Combinations, Asset _3
Business Combinations, Asset Acquisitions, and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | May 01, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Oct. 14, 2022 | Apr. 19, 2022 | Jan. 27, 2022 |
For Your Benefit Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Interest acquired (percent) | 100% | ||||||
AAMG | |||||||
Business Acquisition [Line Items] | |||||||
Interest acquired (percent) | 100% | 100% | |||||
Business combination, contingent consideration, liability | $ 5,475 | $ 5,849 | $ 5,900 | ||||
Business combination, stock contingent consideration, liability | $ 5,600 | $ 5,600 | $ 5,600 | ||||
Valley Oaks Medical Group | |||||||
Business Acquisition [Line Items] | |||||||
Interest acquired (percent) | 100% | ||||||
Jade Health Care Medical Group, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Interest acquired (percent) | 100% | ||||||
Orma Health, Inc., and Provider Growth Solutions LLC | |||||||
Business Acquisition [Line Items] | |||||||
Interest acquired (percent) | 100% |
Business Combinations, Asset _4
Business Combinations, Asset Acquisitions, and Goodwill - Goodwill Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill | ||
Beginning Balance | $ 269,053 | $ 246,416 |
Acquisitions | 7,866 | 21,486 |
Adjustments | 1,912 | 1,151 |
Ending Balance | $ 278,831 | $ 269,053 |
Land, Property and Equipment,_3
Land, Property and Equipment, Net - Schedule of Land, Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 30,047 | $ 132,583 |
Less accumulated depreciation and amortization | (22,876) | (24,047) |
Land, property, and equipment, net | $ 7,171 | 108,536 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 39 years | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 0 | 32,288 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 0 | 58,451 |
Building | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 5 years | |
Building | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 39 years | |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 4,923 | 4,731 |
Computer software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 3 years | |
Computer software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 5 years | |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 18,854 | 17,161 |
Furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 3 years | |
Furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 7 years | |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 340 | 12,801 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 5,930 | $ 7,151 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 3 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 39 years |
Land, Property and Equipment,_4
Land, Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Assets recorded under finance leases | $ 1.7 | $ 1.8 | |
Depreciation expense | $ 5.1 | $ 3.7 | $ 2.1 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-lived Intangible Assets [Roll Forward] | |||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Amortized intangible assets: | |||
Accumulated Amortization | (131,268,000) | (118,611,000) | |
Total | 69,498,000 | ||
Intangible Assets, Gross | 202,916,000 | 195,472,000 | 187,729,000 |
Additions | 7,444,000 | 7,743,000 | |
Impairment/ Disposal | 0 | 0 | |
Intangible Assets, Net | 71,648,000 | 76,861,000 | |
Network relationships | |||
Amortized intangible assets: | |||
Beginning Balance, Gross | 150,679,000 | 150,679,000 | |
Additions | 0 | 0 | |
Impairment/ Disposal | 0 | 0 | |
Accumulated Amortization | (104,859,000) | (95,451,000) | |
Ending Balance, Gross | 150,679,000 | 150,679,000 | 150,679,000 |
Total | $ 45,820,000 | $ 55,228,000 | |
Network relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 11 years | 11 years | |
Network relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 21 years | 21 years | |
Management contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 15 years | 15 years | |
Amortized intangible assets: | |||
Beginning Balance, Gross | $ 22,832,000 | $ 22,832,000 | |
Additions | 0 | 0 | |
Impairment/ Disposal | 0 | 0 | |
Accumulated Amortization | (16,662,000) | (15,208,000) | |
Ending Balance, Gross | 22,832,000 | 22,832,000 | 22,832,000 |
Total | 6,170,000 | $ 7,624,000 | |
Member relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 12 years | ||
Amortized intangible assets: | |||
Beginning Balance, Gross | 16,633,000 | $ 8,997,000 | |
Additions | 7,444,000 | 7,636,000 | |
Impairment/ Disposal | 0 | 0 | |
Accumulated Amortization | (7,345,000) | (5,619,000) | |
Ending Balance, Gross | 24,077,000 | 16,633,000 | 8,997,000 |
Total | $ 16,732,000 | $ 11,014,000 | |
Member relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 10 years | ||
Member relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 14 years | ||
Patient management platform | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 5 years | 5 years | |
Amortized intangible assets: | |||
Beginning Balance, Gross | $ 2,060,000 | $ 2,060,000 | |
Additions | 0 | 0 | |
Impairment/ Disposal | 0 | 0 | |
Accumulated Amortization | (2,060,000) | (2,060,000) | |
Ending Balance, Gross | 2,060,000 | 2,060,000 | 2,060,000 |
Total | $ 0 | $ 0 | |
Tradename/trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 20 years | 20 years | |
Amortized intangible assets: | |||
Beginning Balance, Gross | $ 1,011,000 | $ 1,011,000 | |
Additions | 0 | 0 | |
Impairment/ Disposal | 0 | 0 | |
Accumulated Amortization | (308,000) | (257,000) | |
Ending Balance, Gross | 1,011,000 | 1,011,000 | 1,011,000 |
Total | $ 703,000 | $ 754,000 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 6 years | 6 years | |
Amortized intangible assets: | |||
Beginning Balance, Gross | $ 107,000 | $ 0 | |
Additions | 0 | 107,000 | |
Impairment/ Disposal | 0 | 0 | |
Accumulated Amortization | (34,000) | (16,000) | |
Ending Balance, Gross | 107,000 | 107,000 | 0 |
Total | 73,000 | 91,000 | |
Trademarks | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Beginning Balance | 2,150,000 | 2,150,000 | |
Additions | 0 | 0 | |
Impairment of intangible assets | 0 | 0 | |
Ending Balance | $ 2,150,000 | $ 2,150,000 | $ 2,150,000 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 12.7 | $ 13.7 | $ 15.4 |
Network relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 9 years 4 months 24 days | ||
Management contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 6 years 6 months | ||
Member relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 11 years 1 month 6 days | ||
Tradename/trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 13 years 10 months 24 days | ||
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 4 years 1 month 6 days | ||
Amortized Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 9 years 7 months 6 days |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 12,818 |
2025 | 11,661 |
2026 | 10,232 |
2027 | 8,794 |
2028 | 7,603 |
Thereafter | 18,390 |
Total | $ 69,498 |
Investments in Other Entities -
Investments in Other Entities - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Method Investments [Roll Forward] | |||
Beginning Balance | $ 40,299 | $ 41,715 | |
Initial Investment | 325 | ||
Allocation of Net Income (Loss) | 5,579 | 5,622 | $ (4,306) |
Funding Reclassified to Loan Receivable | (2,125) | ||
Funding | 700 | 2,105 | |
Adjustment to fair value | 3,351 | ||
Entity Consolidated | (6,418) | ||
Distribution | (24,480) | (600) | |
Ending Balance | $ 25,774 | $ 40,299 | 41,715 |
LaSalle Medical Associates – IPA Line of Business | |||
Schedule of Equity Method Investments [Line Items] | |||
% of Ownership | 25% | 25% | |
Equity Method Investments [Roll Forward] | |||
Beginning Balance | $ 5,684 | $ 3,034 | |
Initial Investment | 0 | ||
Allocation of Net Income (Loss) | 4,182 | 4,775 | |
Funding Reclassified to Loan Receivable | (2,125) | ||
Funding | 0 | 0 | |
Adjustment to fair value | 0 | ||
Entity Consolidated | 0 | ||
Distribution | 0 | 0 | |
Ending Balance | $ 9,866 | $ 5,684 | 3,034 |
Pacific Medical Imaging & Oncology Center, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
% of Ownership | 40% | 40% | |
Equity Method Investments [Roll Forward] | |||
Beginning Balance | $ 1,878 | $ 1,719 | |
Initial Investment | 0 | ||
Allocation of Net Income (Loss) | (187) | 159 | |
Funding Reclassified to Loan Receivable | 0 | ||
Funding | 0 | 0 | |
Adjustment to fair value | 0 | ||
Entity Consolidated | 0 | ||
Distribution | 0 | 0 | |
Ending Balance | $ 1,691 | $ 1,878 | 1,719 |
531 W. College, LLC * | |||
Schedule of Equity Method Investments [Line Items] | |||
% of Ownership | 50% | 50% | |
Equity Method Investments [Roll Forward] | |||
Beginning Balance | $ 17,281 | $ 17,230 | |
Initial Investment | 0 | ||
Allocation of Net Income (Loss) | (508) | (619) | |
Funding Reclassified to Loan Receivable | 0 | ||
Funding | 700 | 670 | |
Adjustment to fair value | 91 | ||
Entity Consolidated | 0 | ||
Distribution | (17,564) | 0 | |
Ending Balance | $ 0 | $ 17,281 | 17,230 |
One MSO, LLC * | |||
Schedule of Equity Method Investments [Line Items] | |||
% of Ownership | 50% | 50% | |
Equity Method Investments [Roll Forward] | |||
Beginning Balance | $ 2,718 | $ 2,910 | |
Initial Investment | 0 | ||
Allocation of Net Income (Loss) | 938 | 408 | |
Funding Reclassified to Loan Receivable | 0 | ||
Funding | 0 | 0 | |
Adjustment to fair value | 3,260 | ||
Entity Consolidated | 0 | ||
Distribution | (6,916) | (600) | |
Ending Balance | $ 0 | $ 2,718 | 2,910 |
CAIPA MSO, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
% of Ownership | 30% | 30% | |
Equity Method Investments [Roll Forward] | |||
Beginning Balance | $ 12,738 | $ 11,992 | |
Initial Investment | 0 | ||
Allocation of Net Income (Loss) | 922 | 746 | |
Funding Reclassified to Loan Receivable | 0 | ||
Funding | 0 | 0 | |
Adjustment to fair value | 0 | ||
Entity Consolidated | 0 | ||
Distribution | 0 | 0 | |
Ending Balance | 13,660 | $ 12,738 | 11,992 |
Tag-6 Medical Investment Group, LLC* | |||
Schedule of Equity Method Investments [Line Items] | |||
% of Ownership | 100% | ||
Equity Method Investments [Roll Forward] | |||
Beginning Balance | $ 0 | $ 4,830 | |
Allocation of Net Income (Loss) | 153 | ||
Funding Reclassified to Loan Receivable | 0 | ||
Funding | 1,435 | ||
Entity Consolidated | (6,418) | ||
Distribution | 0 | ||
Ending Balance | 0 | $ 4,830 | |
Other | |||
Schedule of Equity Method Investments [Line Items] | |||
% of Ownership | 25% | ||
Equity Method Investments [Roll Forward] | |||
Beginning Balance | $ 0 | ||
Initial Investment | 325 | ||
Allocation of Net Income (Loss) | 232 | ||
Funding | 0 | ||
Adjustment to fair value | 0 | ||
Distribution | 0 | ||
Ending Balance | $ 557 | $ 0 |
Investments in Other Entities_2
Investments in Other Entities - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Jul. 01, 2019 | May 31, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | |
MediPortal LLC | APC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Membership interests purchased (in shares) | 270,000 | |||
Payments to purchase membership interests | $ 0.4 | |||
Membership interests acquired (in dollars per share) | $ 1.50 | |||
Ownership percentage | 2.80% | |||
Term of warrant | 5 years | |||
Number of warrants (in shares) | 270,000 | |||
Term of option | 5 years | |||
Options to purchase additional membership interests (in shares) | 380,000 | |||
Number of warrants available to purchase, contingent upon the portal completion date (in shares) | 480,000 | |||
AchievaMed, Inc. | Network Medical Management, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 10% | |||
Percentage of voting common stock, within five years | 50% | |||
Duration of investment | 5 years | |||
Investment amount | $ 0.5 | $ 0.5 | ||
Third Way Health, Inc | Network Medical Management, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment amount | 3.5 | $ 1.5 | ||
Seen Health, Inc | Network Medical Management, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment amount | $ 2 |
Loan Receivable and Loan Rece_2
Loan Receivable and Loan Receivable – Related Parties (Details) - USD ($) $ in Thousands | Jul. 27, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2020 | Oct. 30, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Loans receivable, non-current | $ 26,473 | $ 0 | |||
IntraCare Convertible Promissory Note Receivable | Notes Receivable | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest rate on debt | 8.81% | ||||
Revolving credit facility term | 5 years | ||||
Face amount of debt | $ 25,000 | ||||
Loans receivable, non-current | $ 26,000 | ||||
NMM | LMA | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
% of Ownership | 25% | ||||
Notes Receivable | Pacific6 | NMM | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Amount of loan | $ 500 | ||||
Interest rate on debt | 5% | ||||
Notes Receivable | APC LSMA | LMA | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Amount of loan | $ 2,100 | ||||
Note receivable, interest rate | 1% |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable and other accruals | $ 9,075 | $ 10,473 |
Capitation payable | 4,503 | 4,229 |
Subcontractor IPA payable | 2,529 | 2,415 |
Professional fees | 4,407 | 2,709 |
Due to related parties | 9,271 | 3,304 |
Contract liabilities | 744 | 531 |
Accrued compensation | 20,098 | 15,301 |
Other provider payable | 9,322 | 10,600 |
Total accounts payable and accrued expenses | $ 59,949 | $ 49,562 |
Medical Liabilities (Details)
Medical Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Medical Liabilities [Roll Forward] | ||
Medical liabilities, beginning of year | $ 81,255 | $ 55,783 |
Acquired (see Note 3) | 6,157 | 2,956 |
Components of medical care costs related to claims incurred: | ||
Current period | 866,501 | 646,679 |
Prior periods | (13,566) | 5,152 |
Total medical care costs | 852,935 | 651,831 |
Payments for medical care costs related to claims incurred: | ||
Current period | (759,354) | (559,751) |
Prior periods | (76,696) | (67,149) |
Total paid | (836,050) | (626,900) |
Adjustments | 2,360 | (2,415) |
Medical liabilities, end of year | $ 106,657 | $ 81,255 |
Credit Facility, Bank Loans, _3
Credit Facility, Bank Loans, and Lines of Credit - Schedule of Credit Facility Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Total debt | $ 282,000 | $ 207,327 |
Less: Current portion of debt | (19,500) | (619) |
Less: Unamortized financing costs | (3,561) | (3,319) |
Long-term debt | 258,939 | 203,389 |
Term Loan | ||
Line of Credit Facility [Line Items] | ||
Total debt | 280,000 | 0 |
Real Estate Loans* | ||
Line of Credit Facility [Line Items] | ||
Total debt | 0 | 23,168 |
Construction Loan * | ||
Line of Credit Facility [Line Items] | ||
Total debt | 0 | 4,159 |
Promissory Note Payable | ||
Line of Credit Facility [Line Items] | ||
Total debt | 2,000 | 0 |
Revolver Loan | ||
Line of Credit Facility [Line Items] | ||
Total debt | $ 0 | $ 180,000 |
Credit Facility, Bank Loans, _4
Credit Facility, Bank Loans, and Lines of Credit - Schedule of Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 19,500 |
2025 | 15,750 |
2026 | 21,000 |
2027 | 22,750 |
2028 | 203,000 |
Thereafter | 0 |
Total | $ 282,000 |
Credit Facility, Bank Loans, _5
Credit Facility, Bank Loans, and Lines of Credit - Credit Facility (Details) - USD ($) | 12 Months Ended | |||||
Nov. 03, 2023 | Jun. 16, 2021 | Dec. 31, 2023 | Nov. 30, 2023 | Sep. 08, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | ||||||
Long-term line of credit | $ 282,000,000 | |||||
Deferred financing costs | 6,100,000 | $ 3,300,000 | ||||
Unamortized deferred financing costs | 3,561,000 | $ 3,319,000 | ||||
Line of Credit | Astrana Medical | ||||||
Line of Credit Facility [Line Items] | ||||||
Long-term line of credit | 545,000,000 | |||||
Revolver Loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee | $ 50,000 | |||||
Repayments of debt | $ 180,000,000 | |||||
Proceeds from (repayments of) bank overdrafts | $ 120,000,000 | |||||
New Term Loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Required annual facility fee | 0.375% | |||||
Unamortized deferred financing costs | $ 2,600,000 | |||||
Amended Credit Agreement | Revolver Loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate at end of period | 7.69% | |||||
Revolving credit facility term | 5 years | |||||
Amended Credit Agreement | Revolver Loan | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum loan availability | $ 400,000,000 | |||||
Amended Credit Agreement | Letter of Credit | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum loan availability | $ 25,000,000 | $ 50,000,000 | ||||
Credit Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum consolidated leverage ratio | 3.75 | |||||
Debt covenant, aggregate purchase price, maximum | $ 75,000,000 | |||||
Consolidated leverage ratio, annual change | 0.25 | |||||
Maximum adjusted consolidated leverage ratio | 4 | |||||
Minimum consolidated interest coverage ratio | 3.25 | |||||
Amended and Restated Credit Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Proceeds from issuance of debt | $ 280,000,000 | |||||
Amended and Restated Credit Agreement | Line of Credit | Truist Bank | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, amount funded at closing | $ 300,000,000 | |||||
Amended and Restated Credit Agreement | Secured Debt | Truist Bank | Debt Instrument, Redemption, Period One | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate on debt | 5% | |||||
Amended and Restated Credit Agreement | Secured Debt | Truist Bank | Debt Instrument, Redemption, Period Two | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate on debt | 7.50% | |||||
Amended and Restated Credit Agreement | Secured Debt | Truist Bank | Debt Instrument, Redemption, Period Three | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate on debt | 10% | |||||
Amended and Restated Credit Agreement | Revolver Loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Deferred financing costs | $ 3,900,000 | |||||
Minimum | Amended Credit Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Required annual facility fee | 0.175% | |||||
Minimum | Amended Credit Agreement | Standby Letters of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Required annual facility fee | 1.25% | |||||
Minimum | Amended Credit Agreement | Secured Overnight Financing Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.25% | 1.50% | ||||
Minimum | Amended Credit Agreement | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 0.25% | 0.50% | ||||
Maximum | Amended Credit Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Required annual facility fee | 0.35% | |||||
Maximum | Amended Credit Agreement | Standby Letters of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Required annual facility fee | 2.50% | |||||
Maximum | Amended Credit Agreement | Secured Overnight Financing Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 2.50% | 2.75% | ||||
Maximum | Amended Credit Agreement | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.50% | 1.75% |
Credit Facility, Bank Loans, _6
Credit Facility, Bank Loans, and Lines of Credit - Lines of Credit (Details) | 1 Months Ended | 12 Months Ended | ||||||
Jan. 25, 2022 USD ($) | May 31, 2021 USD ($) | Dec. 31, 2023 USD ($) loan | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 14, 2023 USD ($) | Apr. 30, 2021 USD ($) | Sep. 10, 2019 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||
Number of real estate loans | loan | 3 | |||||||
Interest expense | $ 16,102,000 | $ 7,920,000 | $ 5,394,000 | |||||
APC | Standby Letters of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum loan availability | $ 3,900,000 | |||||||
Term of facility | 1 year | |||||||
120 Hellman LLC | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt | $ 16,000,000 | $ 15,600,000 | ||||||
Face amount of debt | $ 16,300,000 | |||||||
120 Hellman LLC | Prime Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 2% | |||||||
Real Estate Loan One | APC | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt | $ 5,900,000 | |||||||
Real Estate Loan One | APC | Prime Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||||
Real Estate Loan Two | APC | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt | $ 600,000 | |||||||
Real Estate Loan Two | APC | Prime Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||||
Real Estate Loan Three | APC | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt | $ 600,000 | |||||||
Real Estate Loan Three | APC | Prime Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 0.30% | |||||||
Construction Loan * | Tag-8 Medical Investment Group, LLC — related party | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face amount of debt | $ 4,200,000 | $ 8,500,000 | $ 10,700,000 | |||||
Subordinated Loan Agreement | Subordinated Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face amount of debt | $ 2,000,000 | |||||||
Subordinated Loan Agreement | Prime Rate | Subordinated Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 1% | |||||||
Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate during period | 6.19% | 3.22% | 2.06% | |||||
Interest expense | $ 1,100,000 | $ 900,000 | $ 1,200,000 | |||||
APC Business Loan Agreement | APC | Line of Credit | Preferred Bank | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum loan availability | $ 4,100,000 | |||||||
APC Business Loan Agreement | APC | Standby Letters of Credit | Truist Bank | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum loan availability | $ 36,500,000 | |||||||
Amended Credit Agreement | Truist Bank | Standby Letters of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Term of facility | 1 year |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | |||
Federal | $ 35,434 | $ 35,365 | $ 15,623 |
State | 8,999 | 19,788 | 8,399 |
Current income tax expense (benefit) | 44,433 | 55,153 | 24,022 |
Deferred | |||
Federal | (3,638) | (11,552) | 3,878 |
State | (8,806) | (2,726) | 3,793 |
Deferred income tax expense (benefit) | (12,444) | (14,278) | 7,671 |
Total provision for income taxes | $ 31,989 | $ 40,875 | $ 31,693 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Tax provision at U.S. federal statutory rates | 21% | 21% | 21% |
State income taxes net of federal benefit | 11.60% | 12.10% | 12.90% |
Non-deductible permanent items | 2.50% | 0.90% | 4% |
Variable interest entities | (2.10%) | (1.10%) | (1.30%) |
Stock-based compensation | 2.80% | (0.30%) | (1.00%) |
Change in valuation allowance | (2.60%) | 4.40% | 0% |
Gain on sale of investment | 8.50% | 1.20% | (2.10%) |
NOL adjustment | 0.20% | 0.50% | (0.10%) |
Undistributed dividend | (11.50%) | 7.20% | 8% |
Spin-off transaction | 3% | 0% | 0% |
Other | 2.10% | 1.20% | (0.30%) |
Effective income tax rate | 35.50% | 47.10% | 41.10% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Federal corporate tax rate | 21% | 21% | 21% |
Valuation allowance | $ 5,904 | $ 8,292 | |
Valuation allowance, increase (decrease) | (2,400) | $ (4,300) | |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 21,000 | ||
Net operating loss carryforwards, not subject to expiration | 5,300 | ||
California | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 44,800 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
State taxes | $ 2,831 | $ 2,489 |
Accrued expenses | 1,747 | 670 |
Allowance for bad debts | 1,718 | 853 |
Investment in other entities | 1,355 | 2,145 |
Net operating loss carryforward | 7,551 | 9,383 |
Lease liability | 10,897 | 6,470 |
Unrealized gain | 1,284 | 8,971 |
Stock options | 663 | 1,011 |
Other | 0 | 2 |
Deferred tax assets before valuation allowance | 28,046 | 31,994 |
Valuation allowance | (5,904) | (8,292) |
Net deferred tax assets | 22,142 | 23,702 |
Deferred tax liabilities | ||
Property and equipment | (329) | (1,840) |
Acquired intangible assets | (15,301) | (21,268) |
Right-of-use assets | (9,936) | (5,632) |
Debt issuance cost | (648) | (725) |
Undistributed dividend | 0 | (8,454) |
Deferred tax liabilities | (26,214) | (37,919) |
Net deferred tax liabilities | $ (4,072) | $ (14,217) |
Mezzanine and Stockholders_ E_2
Mezzanine and Stockholders’ Equity (Deficit) - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 14, 2023 | Mar. 31, 2016 | Oct. 31, 2015 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Holdback shares not issued to former shareholders (in shares) | 41,048 | |||||
Payments of ordinary dividends common stock | $ 62,074 | $ 14,030 | $ 31,089 | |||
Treasury stock, common, shares (in shares) | 10,584,340 | 10,299,259 | ||||
Purchase of treasury shares (in shares) | 3,451,642 | |||||
Repurchase of common stock | $ 10,192 | $ 9,250 | 5,739 | |||
APC | ||||||
Class of Stock [Line Items] | ||||||
Payments of ordinary dividends common stock | $ 210,900 | $ 37,900 | 29,900 | |||
Treasury stock, common, shares (in shares) | 7,132,698 | 10,299,259 | ||||
APC | AP-AMH | Affiliated Entity | ||||||
Class of Stock [Line Items] | ||||||
Distributions of preferred returns | $ 58,000 | $ 58,300 | 57,900 | |||
APC | ApolloMed | ||||||
Class of Stock [Line Items] | ||||||
% of Ownership | 13.22% | 18.12% | ||||
CDSC | ||||||
Class of Stock [Line Items] | ||||||
Payments of ordinary dividends common stock | $ 3,900 | $ 4,100 | $ 1,200 | |||
Company and APC | ||||||
Class of Stock [Line Items] | ||||||
Treasury stock, common, shares (in shares) | 10,584,340 | 10,299,259 | ||||
Astrana | ||||||
Class of Stock [Line Items] | ||||||
Treasury stock, common, shares (in shares) | 3,166,561 | |||||
Repurchase of common stock | $ 100,000 | |||||
Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, liquidation preference (in dollar per share) | $ 9 | |||||
Series B Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of shares purchased by related party (in shares) | 555,555 | |||||
Class of warrant, number of securities called by each warrant (in shares) | 1 | |||||
Exercise Price Per Share (in dollars per share) | $ 10 | |||||
Purchase of treasury shares | $ 5,000 | |||||
Preferred stock, liquidation preference (in dollar per share) | $ 9 | |||||
Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Number of shares purchased by related party (in shares) | 1,111,111 | |||||
Class of warrant, number of securities called by each warrant (in shares) | 1 | |||||
Exercise Price Per Share (in dollars per share) | $ 9 | |||||
Purchase of treasury shares | $ 10,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 15, 2023 | Dec. 08, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock, Shares (in shares) | 500,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Shares issued for exercise of options and warrants (in shares) | 140,000 | 41,603 | |||
Options exercised | $ 3.5 | $ 1 | $ 2.8 | ||
Weighted average grant date fair value granted (in dollars per share) | $ 22.32 | $ 32.63 | |||
Warrants outstanding (in shares) | 0 | 0 | |||
Warrants exercises in period (in shares) | 900,000 | ||||
Warrant issued during period value stock options exercised | $ 9 | ||||
APC | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants exercises in period (in shares) | 100,000 | ||||
Restricted stock awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock awards granted (in shares) | 561,386 | ||||
Contingent on performance (in shares) | 480,228 | ||||
Weighted average grant date fair value granted (in dollars per share) | $ 33.90 | ||||
Fair value of awards | $ 14.3 | $ 10.8 | $ 1.1 | ||
Performance Based Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant date fair value granted (in dollars per share) | $ 33.61 | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average exercise price (in dollars per share) | $ 10 | $ 15.35 | |||
Share-based compensation arrangement by share based payment award, warrant exercised, exercise price | 10 | ||||
Minimum | Restricted stock awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 month | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average exercise price (in dollars per share) | $ 18.11 | 23.24 | |||
Share-based compensation arrangement by share based payment award, warrant exercised, exercise price | $ 11 | ||||
Maximum | Restricted stock awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
APC Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds for exercise of options and warrants | $ 1.5 | $ 0.7 | |||
2013 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 0 | 500,000 | |||
Equity Incentive Plan Twenty Fifteen | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 3,500,000 | 1,500,000 | |||
Number of additional shares authorized (in shares) | 2,000,000 | ||||
Number of share available for grant (in shares) | 400,000 | 1,100,000 | 1,700,000 | 500,000 | |
Unrecognized compensation expense | $ 32.2 | ||||
Unrecognized compensation expense, weighted-average period | 2 years 1 month 6 days |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 22,040 | $ 16,101 | $ 6,745 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 1,790 | 3,792 | 2,480 |
Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 20,250 | $ 12,309 | $ 4,265 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | |||
Beginning balance (in shares) | 504,241 | 859,850 | |
Options granted (in shares) | 0 | ||
Options exercised (in shares) | (140,000) | (41,603) | |
Options canceled, forfeited or expired (in shares) | (215,609) | ||
Ending balance (in shares) | 504,241 | 859,850 | |
Options exercisable (in shares) | 466,411 | ||
Weighted-Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 25.88 | ||
Options granted (in dollars per share) | 0 | ||
Options exercised (in dollars per share) | 10.87 | ||
Options canceled, forfeited or expired (in dollars per share) | 16.56 | ||
Ending balance (in dollars per share) | 34.03 | $ 25.88 | |
Options exercisable (in dollars per share) | $ 28.36 | ||
Weighted-Average Remaining Contractual Term (Years) | |||
Options outstanding | 2 years 1 month 6 days | 2 years 2 months 8 days | |
Options exercisable | 1 year 10 months 13 days | ||
Aggregate Intrinsic Value (in millions) | |||
Options outstanding | $ 4.7 | $ 10.3 | |
Options exercised | 3.5 | $ 1 | $ 2.8 |
Options exercisable | $ 4.7 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Restricted Stock Awards | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 539,632 |
Restricted stock awards granted (in shares) | shares | 480,228 |
Vested (in shares) | shares | (260,637) |
Forfeited (in shares) | shares | (45,939) |
Unvested, ending balance (in shares) | shares | 713,284 |
Weighted Average Grant-Date Fair Value | |
Unvested (in dollars per share) | $ / shares | $ 72.58 |
Weighted average grant date fair value granted (in dollars per share) | $ / shares | 33.90 |
Vested (in dollars per share) | $ / shares | 39.39 |
Forfeited (in dollars per share) | $ / shares | 36.57 |
Unvested (in dollars per share) | $ / shares | $ 60.98 |
Performance Based Restricted Stock Awards | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 289,635 |
Restricted stock awards granted (in shares) | shares | 561,386 |
Vested (in shares) | shares | (158,421) |
Forfeited (in shares) | shares | (65,267) |
Unvested, ending balance (in shares) | shares | 627,333 |
Weighted Average Grant-Date Fair Value | |
Unvested (in dollars per share) | $ / shares | $ 41.14 |
Weighted average grant date fair value granted (in dollars per share) | $ / shares | 33.61 |
Vested (in dollars per share) | $ / shares | 37.94 |
Forfeited (in dollars per share) | $ / shares | 42.66 |
Unvested (in dollars per share) | $ / shares | $ 35.05 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Sep. 10, 2019 | |
Commitments And Contingencies [Line Items] | ||
Insurance liabilities | $ 1,000 | |
Claims based on occurrence an aggregate amount | 3,000 | |
Maximum | ||
Commitments And Contingencies [Line Items] | ||
Professional coverage | 90 | |
Minimum | ||
Commitments And Contingencies [Line Items] | ||
Professional coverage | 45 | |
Standby Letters of Credit | APC | ||
Commitments And Contingencies [Line Items] | ||
Maximum loan availability | $ 3,900 | |
Standby Letters of Credit | APC Business Loan Agreement | Truist Bank | APC | ||
Commitments And Contingencies [Line Items] | ||
Maximum loan availability | $ 36,500 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 14, 2023 | Nov. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Total revenue | $ 1,386,661 | $ 1,144,163 | $ 773,915 | ||
Operating lease right-of-use assets | 37,396 | 20,444 | |||
Operating lease liabilities | 40,896 | ||||
Repurchase of common stock | $ 10,192 | $ 9,250 | 5,739 | ||
Treasury stock, common, shares (in shares) | 10,584,340 | 10,299,259 | |||
Tag-2 Promissory Note | Notes Receivable | |||||
Related Party Transaction [Line Items] | |||||
Face amount of debt | $ 500 | ||||
Revolving credit facility term | 3 years | ||||
Spin-Off Transaction | Chief Executive Officer | |||||
Related Party Transaction [Line Items] | |||||
Operating lease right-of-use assets | $ 14,100 | ||||
Operating lease liabilities | 14,500 | ||||
Call Center Services | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount of transaction | $ 1,300 | ||||
LaSalle Medical Associates – IPA Line of Business | |||||
Related Party Transaction [Line Items] | |||||
% of Ownership | 25% | 25% | |||
Song PC | Provider Services | |||||
Related Party Transaction [Line Items] | |||||
% of Ownership | 25% | ||||
AHMC | LaSalle Medical Associates – IPA Line of Business | |||||
Related Party Transaction [Line Items] | |||||
% of Ownership | 25% | ||||
APC | |||||
Related Party Transaction [Line Items] | |||||
Treasury stock, common, shares (in shares) | 7,132,698 | 10,299,259 | |||
APC | PMIOC | |||||
Related Party Transaction [Line Items] | |||||
% of Ownership | 40% | ||||
NMM | Consulting Services | Director | |||||
Related Party Transaction [Line Items] | |||||
Payments to related party | 44 | ||||
Astrana | |||||
Related Party Transaction [Line Items] | |||||
Repurchase of common stock | $ 100,000 | ||||
Treasury stock, common, shares (in shares) | 3,166,561 | ||||
ApolloMed Officer | |||||
Related Party Transaction [Line Items] | |||||
Payments to related party | $ 9,800 | $ 9,300 | |||
AHMC | |||||
Related Party Transaction [Line Items] | |||||
Risk pool revenue recognized under agreement | 43,800 | 50,500 | 60,100 | ||
Remaining outstanding under agreement | 54,000 | 58,700 | |||
APC | APC | |||||
Related Party Transaction [Line Items] | |||||
Payments to related party | 23,100 | 34,500 | 32,500 | ||
APC | APC | Officer | |||||
Related Party Transaction [Line Items] | |||||
Payments to related party | 4,200 | 3,700 | 3,400 | ||
LMA | Related Party | AHMC | |||||
Related Party Transaction [Line Items] | |||||
Total revenue | 16,700 | 21,200 | 18,700 | ||
PMIOC | APC | Provider Services | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount of transaction | 2,700 | 2,700 | 2,400 | ||
Song PC | Provider Services | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount of transaction | 1,100 | ||||
Arroyo Vista | AHMC | Provider Services | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount of transaction | 300 | 300 | 400 | ||
Arroyo Vista | Related Party | AHMC | |||||
Related Party Transaction [Line Items] | |||||
Total revenue | 2,100 | 1,800 | 1,600 | ||
Advance Diagnostic Surgery Center | APC | Provider Services | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount of transaction | 300 | 600 | 700 | ||
Advance Diagnostic Surgery Center | MPP | Rent Payment | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount of transaction | 600 | 600 | 600 | ||
Fulgent Genetics, Inc. | APC | Provider Services | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount of transaction | 10 | 600 | 2,000 | ||
Sunny Village Care Center | APC | Provider Services | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount of transaction | 2,600 | 1,900 | $ 1,300 | ||
Sunny Village Care Center | Tag-6 Medical Investment Group, LLC* | Rent Payment | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount of transaction | 1,100 | $ 300 | |||
First Commonwealth Property, LLC | Professional Medical Corporation | Office Lease | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount of transaction | $ 100 |
Related-Party Transactions - Sc
Related-Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
AHMC | Related Party Transaction, Revenue Recognized | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount of transaction | $ 49,634 | $ 56,397 |
AHMC | Related Party Transaction, Expenses Incurred | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount of transaction | 20,000 | 21,810 |
AHMC | Related Party Transaction, Revenue (Expense), Net | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount of transaction | 29,634 | 34,587 |
HSMSO | Related Party Transaction, Revenue Recognized | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount of transaction | 1,242 | 1,089 |
HSMSO | Related Party Transaction, Expenses Incurred | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount of transaction | 822 | 1,554 |
HSMSO | Related Party Transaction, Revenue (Expense), Net | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount of transaction | 420 | (465) |
AURION | Related Party Transaction, Revenue Recognized | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount of transaction | 0 | 0 |
AURION | Related Party Transaction, Expenses Incurred | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount of transaction | 300 | 300 |
AURION | Related Party Transaction, Revenue (Expense), Net | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount of transaction | $ (300) | $ (300) |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, service period | 6 months | ||
Employee benefit vested estimated year | 6 years | ||
Employer discretionary contribution amount | $ 0.7 | $ 0.5 | $ 0.4 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock awards | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities (in shares) | 186,290 | 133,480 | 9,137 |
Performance Shares | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities (in shares) | 782,484 | 245,478 | |
APC | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities (in shares) | 7,132,698 | 10,299,259 | 10,925,702 |
Earnings Per Share - Basic Net
Earnings Per Share - Basic Net Income (loss) Per Share is Calculated Using Weighted Average Number of Shares (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Earnings per share – basic (in dollars per share) | $ 1.30 | $ 1 | $ 1.57 |
Earnings per share – diluted (in dollars per share) | $ 1.29 | $ 0.99 | $ 1.52 |
Weighted average shares of common stock outstanding – basic (in shares) | 46,553,256 | 44,971,143 | 43,828,664 |
Weighted average shares of common stock outstanding - diluted (in shares) | 46,943,140 | 45,602,415 | 45,403,085 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Shares Included in Diluted Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Weighted average shares of common stock outstanding – basic (in shares) | 46,553,256 | 44,971,143 | 43,828,664 |
Contingently issuable shares (in shares) | 169,125 | 30,315 | 0 |
Weighted average shares of common stock outstanding – diluted (in shares) | 46,943,140 | 45,602,415 | 45,403,085 |
Warrants | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Adjustments to weighted average shares of common stock (in shares) | 0 | 0 | 819,151 |
Stock options | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Adjustments to weighted average shares of common stock (in shares) | 169,577 | 439,309 | 495,618 |
Restricted stock awards | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Adjustments to weighted average shares of common stock (in shares) | 51,182 | 161,648 | 259,652 |
Variable Interest Entities (V_3
Variable Interest Entities (VIEs) - Eliminated Upon Consolidation Included In Accompanying Consolidated Balance Sheets (Details) $ in Thousands | 12 Months Ended | |||||
May 01, 2023 physician | Feb. 23, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | ||
Current assets | ||||||
Cash and cash equivalents | $ 293,807 | $ 288,027 | $ 233,097 | |||
Investment in marketable securities | 2,498 | 5,567 | ||||
Income taxes receivable | 10,657 | 0 | ||||
Other receivables | 1,335 | 1,834 | ||||
Prepaid expenses and other current assets | 17,450 | 14,798 | ||||
Total current assets | 461,507 | 428,125 | ||||
Non-current assets | ||||||
Intangible assets, net | 71,648 | 76,861 | ||||
Goodwill | 278,831 | 269,053 | 246,416 | |||
Income taxes receivable | 15,943 | 15,943 | ||||
Investments in other entities – equity method | 25,774 | 40,299 | 41,715 | |||
Operating lease right-of-use assets | 37,396 | 20,444 | ||||
Other assets | 1,877 | 4,556 | ||||
Total non-current assets | 471,854 | 538,088 | ||||
Total assets | [1] | 933,361 | 966,213 | |||
Current liabilities | ||||||
Accounts payable and accrued expenses | 59,949 | 49,562 | ||||
Fiduciary accounts payable | 7,737 | 8,065 | ||||
Medical liabilities | 106,657 | 81,255 | $ 55,783 | |||
Dividend payable | 638 | 664 | ||||
Finance lease liabilities | 646 | 594 | ||||
Operating lease liabilities | 4,607 | 3,572 | ||||
Current portion of long-term debt | 19,500 | 619 | ||||
Total current liabilities | 218,674 | 148,610 | ||||
Non-current liabilities | ||||||
Deferred tax liability | 4,072 | 14,217 | ||||
Finance lease liabilities, net of current portion | 1,033 | 1,275 | ||||
Operating lease liabilities, net of current portion | 36,289 | 19,915 | ||||
Long-term debt, net of current portion | 258,939 | 203,389 | ||||
Other long-term liabilities | 3,586 | 20,260 | ||||
Total non-current liabilities | 303,919 | 259,056 | ||||
Total liabilities | [1] | $ 522,593 | 407,666 | |||
Voting rights held (more than) | 50% | |||||
Nonrelated Party | ||||||
Current assets | ||||||
Receivables, net | $ 76,780 | 49,631 | ||||
Loans receivable, net | 0 | 996 | ||||
Related Party | ||||||
Current assets | ||||||
Receivables, net | 58,980 | 65,147 | ||||
Loans receivable, net | 0 | 2,125 | ||||
Variable Interest Entity, Primary Beneficiary | ||||||
Current assets | ||||||
Cash and cash equivalents | 184,078 | 113,080 | ||||
Investment in marketable securities | 0 | 4,543 | ||||
Income taxes receivable | 1,600 | 8,702 | ||||
Other receivables | 454 | 1,283 | ||||
Prepaid expenses and other current assets | 9,991 | 9,938 | ||||
Amounts due from affiliates | 0 | 11,609 | ||||
Total current assets | 275,950 | 228,778 | ||||
Non-current assets | ||||||
Land, property and equipment, net | 5,306 | 106,626 | ||||
Intangible assets, net | 60,906 | 62,951 | ||||
Goodwill | 140,157 | 133,448 | ||||
Income taxes receivable | 15,943 | 15,943 | ||||
Investments in other entities – equity method | 12,114 | 27,561 | ||||
Investment in a privately held entity | 405 | 405 | ||||
Investment in affiliates | 273,182 | 304,755 | ||||
Restricted cash | 40 | 0 | ||||
Operating lease right-of-use assets | 28,796 | 11,408 | ||||
Other assets | 1,149 | 4,320 | ||||
Total non-current assets | 537,998 | 667,417 | ||||
Total assets | 813,948 | 896,195 | ||||
Current liabilities | ||||||
Accounts payable and accrued expenses | 32,707 | 27,360 | ||||
Fiduciary accounts payable | 7,737 | 8,065 | ||||
Medical liabilities | 55,157 | 55,052 | ||||
Dividend payable | 638 | 638 | ||||
Finance lease liabilities | 646 | 594 | ||||
Operating lease liabilities | 3,305 | 2,198 | ||||
Current portion of long-term debt | 8,542 | 619 | ||||
Amount due to affiliate | 107,340 | 0 | ||||
Total current liabilities | 216,072 | 94,526 | ||||
Non-current liabilities | ||||||
Deferred tax liability | 7,284 | 6,540 | ||||
Finance lease liabilities, net of current portion | 1,033 | 1,275 | ||||
Operating lease liabilities, net of current portion | 28,675 | 12,035 | ||||
Long-term debt, net of current portion | 0 | 26,645 | ||||
Other long-term liabilities | 230 | 8,542 | ||||
Total non-current liabilities | 37,222 | 55,037 | ||||
Total liabilities | $ 253,294 | 149,563 | ||||
Voting rights held (more than) | 25% | 100% | 75% | |||
Number of physicians | physician | 2 | |||||
Variable Interest Entity, Primary Beneficiary | Nonrelated Party | ||||||
Current assets | ||||||
Receivables, net | $ 21,120 | 14,562 | ||||
Loans receivable, net | 0 | 516 | ||||
Variable Interest Entity, Primary Beneficiary | Related Party | ||||||
Current assets | ||||||
Receivables, net | 58,707 | 62,420 | ||||
Loans receivable, net | $ 0 | $ 2,125 | ||||
[1]The Company’s consolidated balance sheets include the assets and liabilities of its consolidated VIEs. The consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated VIEs totaling $540.8 million and $579.8 million as of December 31, 2023 and December 31, 2022, 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 $146.0 million and $149.6 million as of December 31, 2023 and December 31, 2022, respectively. These VIE balances do not include $273.2 million of investment in affiliates and $107.3 million of amounts due to affiliates as of December 31, 2023 and $304.8 million of investment in affiliates and $11.6 million of amounts due from affiliates as of December 31, 2022 as these are eliminated upon consolidation and not presented within the consolidated balance sheets. See Note 18 – “Variable Interest Entities (VIEs)” for further detail. |
Leases - Additional information
Leases - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms, operating | 7 years | |
Operating lease option to extend (up to) | 10 years | |
Finance lease option to extend (up to) | 10 years | |
Operating lease, termination period, if applicable | 1 year | |
Finance lease, termination period, if applicable | 1 year | |
Assets recorded under finance leases | $ 1.7 | $ 1.8 |
Accumulated amortization associated with finance leases | $ 1.6 | $ 1 |
Option to extend, period | 5 years | |
Lease agreement | $ 2.3 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms, operating | 1 month | |
Remaining lease terms, financing | 1 month | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms, operating | 17 years | |
Remaining lease terms, financing | 17 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 7,771 | $ 6,622 |
Finance lease cost | ||
Amortization of lease expense | 675 | 564 |
Interest on lease liabilities | 103 | 70 |
Sublease income | (1,025) | (649) |
Total lease cost | $ 7,524 | $ 6,607 |
Leases - Other Information Rela
Leases - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 7,783 | $ 6,781 | |
Operating cash flows from finance leases | 103 | 70 | |
Financing cash flows from finance leases | 675 | 564 | |
Right-of-use assets obtained in exchange for lease liabilities: | |||
Operating leases | 25,124 | 0 | $ 0 |
Finance leases | $ 486 | $ 971 | |
Weighted-Average Remaining Lease Term | |||
Operating leases | 8 years 8 months 23 days | 6 years 7 months 28 days | |
Finance leases | 3 years | 3 years 4 months 28 days | |
Weighted-Average Discount Rate | |||
Operating leases | 6.02% | 5.50% | |
Finance leases | 5.24% | 4.92% |
Leases - Future Minimum Payment
Leases - Future Minimum Payments Under Non-cancelable Leases After Adoption of 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 6,927 | |
2025 | 6,749 | |
2026 | 6,342 | |
2027 | 6,038 | |
2028 | 5,844 | |
Thereafter | 21,923 | |
Total future minimum lease payments | 53,823 | |
Less: imputed interest | 12,927 | |
Total lease obligations | 40,896 | |
Less: current portion | 4,607 | $ 3,572 |
Long-term lease obligations | 36,289 | 19,915 |
Finance Leases | ||
2024 | 719 | |
2025 | 556 | |
2026 | 302 | |
2027 | 243 | |
2028 | 6 | |
Thereafter | 0 | |
Total future minimum lease payments | 1,826 | |
Less: imputed interest | 147 | |
Total lease obligations | 1,679 | |
Less: current portion | 646 | 594 |
Long-term lease obligations | $ 1,033 | $ 1,275 |
Segments - Narrative (Details)
Segments - Narrative (Details) - segment | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | |||
Number of reportable segments | 3 | 3 | 1 |
Number of operating segments | 3 | ||
Number of operating segments that share similar characteristics | 2 |
Segments - Schedule of Informat
Segments - Schedule of Information about our Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total revenue | $ 1,386,661 | $ 1,144,163 | $ 773,915 |
Cost of services | 1,171,703 | 944,685 | 596,142 |
General and administrative | 130,345 | 95,213 | 79,594 |
Costs and expenses | 1,302,048 | 1,039,898 | 675,736 |
Income (loss) from operations | 84,613 | 104,265 | 98,179 |
Third Party | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 1,386,661 | 1,144,163 | 773,915 |
Intersegment | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Intersegment Elimination | |||
Segment Reporting Information [Line Items] | |||
Total revenue | (170,116) | (124,675) | (90,543) |
Cost of services | (166,417) | (125,823) | (89,791) |
General and administrative | (7,923) | (3,150) | (3,097) |
Costs and expenses | (174,340) | (128,973) | (92,888) |
Income (loss) from operations | 4,224 | 4,298 | 2,345 |
Intersegment Elimination | Third Party | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Intersegment Elimination | Intersegment | |||
Segment Reporting Information [Line Items] | |||
Total revenue | (170,116) | (124,675) | (90,543) |
Corporate Costs | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Cost of services | 0 | 0 | 0 |
General and administrative | 33,171 | 19,313 | 12,424 |
Costs and expenses | 33,171 | 19,313 | 12,424 |
Income (loss) from operations | (33,171) | (19,313) | (12,424) |
Corporate Costs | Third Party | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Corporate Costs | Intersegment | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Care Enablement | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 135,824 | 120,200 | 107,693 |
Cost of services | 59,075 | 51,531 | 41,557 |
General and administrative | 57,672 | 41,628 | 28,637 |
Costs and expenses | 116,747 | 93,159 | 70,194 |
Income (loss) from operations | 19,077 | 27,041 | 37,499 |
Care Enablement | Operating Segments | Third Party | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 40,227 | 42,023 | 35,851 |
Care Enablement | Operating Segments | Intersegment | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 95,597 | 78,177 | 71,842 |
Care Partners | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 1,300,112 | 1,051,521 | 709,714 |
Cost of services | 1,182,484 | 944,792 | 607,081 |
General and administrative | 25,907 | 21,507 | 30,055 |
Costs and expenses | 1,208,391 | 966,299 | 637,136 |
Income (loss) from operations | 91,721 | 85,222 | 72,578 |
Care Partners | Operating Segments | Third Party | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 1,284,081 | 1,051,464 | 709,714 |
Care Partners | Operating Segments | Intersegment | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 16,031 | 57 | 0 |
Care Delivery | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 119,904 | 96,132 | 46,691 |
Cost of services | 96,265 | 73,927 | 37,537 |
General and administrative | 17,766 | 13,234 | 9,694 |
Costs and expenses | 114,031 | 87,161 | 47,231 |
Income (loss) from operations | 5,873 | 8,971 | (540) |
Care Delivery | Operating Segments | Third Party | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 61,600 | 49,806 | 28,064 |
Care Delivery | Operating Segments | Intersegment | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 58,304 | 46,326 | 18,627 |
Other | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 937 | 985 | 360 |
Cost of services | 296 | 258 | (242) |
General and administrative | 3,752 | 2,681 | 1,881 |
Costs and expenses | 4,048 | 2,939 | 1,639 |
Income (loss) from operations | (3,111) | (1,954) | (1,279) |
Other | Operating Segments | Third Party | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 753 | 870 | 286 |
Other | Operating Segments | Intersegment | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 184 | $ 115 | $ 74 |
Fair Value Measurements of Fi_3
Fair Value Measurements of Financial Instruments - Schedule of Carrying Amounts and Fair Values of Financial Instruments (Details) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market accounts | $ 4,842 | $ 135,235 | |
Marketable securities – certificates of deposit | 2,150 | ||
Marketable securities – equity securities | 348 | 5,567 | |
Assets | 7,340 | 145,866 | |
Liabilities | 22,088 | 21,259 | |
Interest Rate Collar | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 252 | ||
Contingent equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | 1,900 | $ 3,000 | |
Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | 3,164 | ||
AAMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 5,851 | ||
APCMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 1,000 | ||
VOMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 17 | 17 | |
DMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining equity interest purchase | 8,542 | ||
Apollo-Sun Labs Management, LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining equity interest purchase | 7,802 | ||
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market accounts | 4,842 | 135,235 | |
Marketable securities – certificates of deposit | 2,150 | ||
Marketable securities – equity securities | 348 | 5,567 | |
Assets | 7,340 | 140,802 | |
Liabilities | 0 | 0 | |
Level 1 | Interest Rate Collar | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 0 | ||
Level 1 | Contingent equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | 0 | ||
Level 1 | Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | 0 | ||
Level 1 | AAMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 0 | 0 | |
Level 1 | APCMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 0 | ||
Level 1 | VOMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 0 | 0 | |
Level 1 | DMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining equity interest purchase | 0 | 0 | |
Level 1 | Apollo-Sun Labs Management, LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining equity interest purchase | 0 | 0 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market accounts | 0 | 0 | |
Marketable securities – certificates of deposit | 0 | ||
Marketable securities – equity securities | 0 | 0 | |
Assets | 0 | 3,164 | |
Liabilities | 252 | 0 | |
Level 2 | Interest Rate Collar | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 252 | ||
Level 2 | Contingent equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | 0 | ||
Level 2 | Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | 3,164 | ||
Level 2 | AAMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 0 | 0 | |
Level 2 | APCMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 0 | ||
Level 2 | VOMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 0 | 0 | |
Level 2 | DMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining equity interest purchase | 0 | 0 | |
Level 2 | Apollo-Sun Labs Management, LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining equity interest purchase | 0 | 0 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market accounts | 0 | 0 | |
Marketable securities – certificates of deposit | 0 | ||
Marketable securities – equity securities | 0 | 0 | |
Assets | 0 | 1,900 | |
Liabilities | 21,836 | 21,259 | |
Level 3 | Interest Rate Collar | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 0 | ||
Level 3 | Contingent equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | 1,900 | ||
Level 3 | Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | 0 | ||
Level 3 | AAMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 5,475 | 5,851 | |
Level 3 | APCMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 1,000 | ||
Level 3 | VOMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 17 | 17 | |
Level 3 | DMG | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining equity interest purchase | 8,542 | 8,542 | |
Level 3 | Apollo-Sun Labs Management, LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining equity interest purchase | $ 7,802 | $ 5,849 |
Fair Value Measurements of Fi_4
Fair Value Measurements of Financial Instruments - Schedule of Change in Fair Value of Level 3 Liabilities (Details) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at January 1, 2023 | $ 21,259 |
Change in fair value of existing Level 3 liabilities | 1,577 |
APCMG contingent consideration paid | (1,000) |
Balance at December 31, 2023 | $ 21,836 |
Fair Value Measurements of Fi_5
Fair Value Measurements of Financial Instruments - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Marketable securities – certificates of deposit | $ 2,150,000 | ||||
Marketable securities – equity securities | 348,000 | $ 5,567,000 | |||
Equity securities, FV-NI, unrealized loss | 2,400,000 | ||||
Investments in other entities – equity method | 25,774,000 | 40,299,000 | $ 41,715,000 | ||
Common stock, par value $0.001; 100,000,000 shares authorized, 46,843,743 and 46,575,699 shares outstanding, excluding 10,584,340 and 10,299,259 treasury shares, at December 31, 2023 and 2022, respectively | $ 47,000 | 47,000 | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | General and Administrative Expense | ||||
Apollo-Sun Labs Management, LLC | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Remaining equity interest purchase | 5,800,000 | ||||
Business combination, change in fair value of equity interest purchase obligation | $ (2,000,000) | (1,700,000) | |||
AAMG | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest acquired (percent) | 100% | 100% | |||
Common stock, par value $0.001; 100,000,000 shares authorized, 46,843,743 and 46,575,699 shares outstanding, excluding 10,584,340 and 10,299,259 treasury shares, at December 31, 2023 and 2022, respectively | $ 157,048 | 184,361 | |||
Business combination, contingent consideration, liability | 5,475,000 | 5,849,000 | $ 5,900,000 | ||
Business combination, stock contingent consideration, liability | 5,600,000 | 5,600,000 | $ 5,600,000 | ||
Apollo-Sun Labs Management, LLC | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Remaining equity interest purchase | $ 7,802,000 | ||||
AAMG | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business combination, contingent consideration, liability | 5,851,000 | ||||
DMG And Sun Labs | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business combination, equity interest purchase obligation, period to purchase | 3 years | ||||
DMG | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments in other entities – equity method | 8,542,000 | ||||
Other Noncurrent Liabilities | AAMG | 2024 Metric | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business combination, contingent consideration, liability | $ 2,900,000 | ||||
Other Liabilities | AAMG | 2023 Metric | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business combination, contingent consideration, liability | 2,600,000 | ||||
Contingent equity securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 1,900,000 | $ 3,000,000 | |||
Interest Rate Swap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 3,164,000 | ||||
Interest Rate Swap | Cash Flow Hedging | Not Designated as Hedging Instrument | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Unrealized loss | (300,000) | ||||
Interest Rate Swap | Other Noncurrent Assets | Cash Flow Hedging | Designated as Hedging Instrument | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset, fair value | 3,200,000 | ||||
Interest Rate Swap | Other Noncurrent Assets | Cash Flow Hedging | Designated as Hedging Instrument | APC | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset, fair value | $ 200,000 | 4,200,000 | |||
Collar | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative ceiling interest rate | 5% | ||||
Derivative, floor interest rate | 2.34% | ||||
Fair value of the collar | $ 300,000 | ||||
Certificates of Deposit | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Marketable securities – certificates of deposit | $ 2,200,000 | $ 0 |
Fair Value Measurements of Fi_6
Fair Value Measurements of Financial Instruments - Schedule of Gain (Loss) on Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Total losses recognized on equity securities | $ (6,629) | $ (19,169) |
Less (loss) gains recognized on equity securities sold | (4,052) | 2,272 |
Unrealized losses recognized on equity securities held at end of period | $ (2,577) | $ (21,441) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 2 Months Ended | ||||
Jan. 31, 2024 | Jan. 29, 2024 | Feb. 29, 2024 | Nov. 30, 2023 | Jan. 18, 2023 | |
Community Family Care Medical Group | |||||
Subsequent Event [Line Items] | |||||
Interest acquired (percent) | 25% | ||||
Advanced Diagnostic and Surgical Center | |||||
Subsequent Event [Line Items] | |||||
Interest acquired (percent) | 95% | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Senior notes | $ 20 | ||||
Subsequent Event | Term Loan | |||||
Subsequent Event [Line Items] | |||||
Draws on lines of credit | $ 20 | ||||
Subsequent Event | Revolver Loan | |||||
Subsequent Event [Line Items] | |||||
Draws on lines of credit | $ 90 | ||||
Subsequent Event | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Subsequent Event [Line Items] | |||||
Basis spread on variable rate (as a percent) | 2.90% | ||||
Subsequent Event | Community Family Care Medical Group | |||||
Subsequent Event [Line Items] | |||||
Payments to acquire business | $ 93.8 | ||||
Number of shares of the combined company that would be owned by pre-Merger ApolloMed stockholders | 631,712 | ||||
Business combination, contingent consideration, liability | $ 15 |