v3.26.1
Business Combination and Goodwill
 6 Months Ended
Jun. 30, 2026
Business Combination and Asset Acquisition [Abstract]  
Business Combination and Goodwill
3.
Business Combination and Goodwill

Certain Businesses and Assets of Prospect

On July 1, 2025, the Company, and its affiliates, acquired substantially all the assets of certain direct and indirect subsidiaries of PHP Holdings, LLC, such as Prospect Medical Group and Prospect Medical Systems, and all of the outstanding equity interests of Prospect Health Plan, Inc., and Foothill Regional Medical Center, pursuant to the Asset and Equity Purchase Agreement, dated November 8, 2024 (such assets and equity collectively, “Prospect”). The acquisition significantly expanded the Company’s provider network and enhanced its ability to offer increased access, quality, and value to its members. The purchase price for the acquisition was $674.9 million. To finance the acquisition, the Company borrowed $707.3 million from a five-year delayed draw term loan credit facility. See Note 8 — “Credit Facility and Bank Loans” for further information on the Company’s debt.

As of June 30, 2026, the Company finalized the purchase price allocation for Prospect. During the six months ended June 30, 2026, the Company recorded measurement period adjustments with corresponding changes to goodwill. These adjustments reflect additional information about facts and circumstances that existed as of the acquisition date, primarily related to a $20.2 million increase in assumed liabilities.

The following table summarizes the final purchase price allocation of the fair value of assets acquired and liabilities assumed at the acquisition date (in thousands):

 

Prospect

 

Purchase consideration

 

$

674,902

 

 

 

 

 

Assets

 

 

 

Cash and cash equivalents

 

$

124,834

 

Receivables

 

 

83,673

 

Other receivables

 

 

4,868

 

Prepaid expenses and other current assets

 

 

7,557

 

Loans receivable

 

 

794

 

Property and equipment

 

 

37,498

 

Intangible assets

 

 

193,500

 

Goodwill

 

 

462,145

 

Loans receivable, non-current

 

 

278

 

Operating lease right-of-use assets

 

 

4,535

 

Other assets

 

 

6,126

 

Total assets acquired

 

 

925,808

 

 

 

 

 

Liabilities

 

 

 

Accounts payable and accrued expenses

 

 

109,301

 

Income taxes payable

 

 

2,100

 

Medical liabilities

 

 

121,950

 

Operating lease liabilities

 

 

1,772

 

Other liabilities

 

 

4,250

 

Deferred tax liability

 

 

5,869

 

Operating lease liabilities, net of current portion

 

 

2,763

 

Other long-term liabilities

 

 

2,901

 

Total liabilities assumed

 

 

250,906

 

 

 

 

 

Total net assets acquired

 

$

674,902

 

The table below represents intangible assets acquired in the Prospect acquisition (dollars in thousands):

 

 

Useful Life
(Years)

 

Fair Value

 

License

 

Indefinite

 

$

1,900

 

Network relationships

 

15 years

 

 

53,800

 

Member relationships

 

12 years

 

 

123,500

 

Other (1)

 

3–10 years

 

 

14,300

 

 

 

 

 

 

Total intangible assets acquired

 

 

 

$

193,500

 
(1)
Other consists of management contracts and a trade name.

Goodwill

The Company accounts for acquisitions under the acquisition method of accounting. The fair value of consideration transferred was allocated to acquired tangible and intangible assets and liabilities based on their fair values. The excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The goodwill is primarily attributable to the scale, skill sets, operations, and synergies from the acquisition, which can be leveraged to expand the Company’s network and enhance the value and quality of care the Company provides to its members.

At the time of acquisition, the Company estimates the amount of assets, including identifiable intangible assets, and liabilities based on a valuation and the facts and circumstances available at the time. The Company determines the final value of assets, including identifiable intangible assets, and liabilities as soon as information is available, but no later than one year from the date of acquisition.

The Company had no impairment of its goodwill during the three and six months ended June 30, 2026 and 2025.

The change in the carrying value of goodwill for the six months ended June 30, 2026 was as follows (in thousands):

 

Amount

 

Balance at January 1, 2026

 

$

865,305

 

Acquisition

 

 

2,432

 

Adjustments

 

 

19,258

 

Balance at June 30, 2026

 

$

886,995

 

Unaudited Pro Forma Financial Information

The pro forma financial information in the table below presents the combined results of the Company and Prospect as if the acquisition had occurred on January 1, 2025. The pro forma financial information presented has been adjusted to exclude Prospect’s historical interest expense as all outstanding debt obligations were settled at closing and not assumed by the Company. The pro forma financial information presented has been adjusted to include the Company’s incremental interest expense, as if the borrowing from the delayed draw term loan credit facility had occurred on January 1, 2025, to finance the purchase of Prospect. The pro forma financial information presented is shown for illustrative purposes only and is not necessarily indicative of future results of operations of the Company, or results of operations of the Company that would have actually occurred had the transactions been in effect for the periods presented.

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

(in thousands, except per share amounts)

 

2025

 

 

2025

 

Total revenue

 

$

983,190

 

 

$

1,912,494

 

Net income attributable to Astrana Health, Inc.

 

$

10,193

 

 

$

12,000

 

 

 

 

 

 

 

 

Earnings per share – basic

 

$

0.21

 

 

$

0.25

 

Earnings per share – diluted

 

$

0.21

 

 

$

0.24