8-K
P3 Health Partners Inc. (PIII)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OFTHE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):November 14, 2022
P3 Health Partners Inc.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-40033 | 85-2992794 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 2370 Corporate Circle, Suite 300 | **** | |
| --- | --- | |
| Henderson, NV | 89074 | |
| (Address of principal executive offices) | (Zip Code) |
(702) 910-3950
(Registrant’s telephone number, includingarea code)
Not Applicable
(Former name or former address, if changed sincelast report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Trading | Name of each exchange | |
|---|---|---|
| Title of each class | Symbol(s) | on which registered |
| Class A Common Stock, par value $0.0001 per share | PIII | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50. | PIIIW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On November 14, 2022, P3 Health Group Inc. (the “Company” or “P3”) announced its financial results for the three and nine months ended September 30, 2022. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).
The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br><br> Number | Description |
|---|---|
| 99.1 | Press Release of the Company, dated November 14, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| P3 Health Partners Inc. | |||
|---|---|---|---|
| Date: | November 14, 2022 | By: | /s/ Jessica Puathasnanon |
| Jessica Puathasnanon<br><br> <br>Chief Legal Officer |
Exhibit 99.1
P3Health Partners Provides Third-Quarter and Year-to-Date 2022 Financial Results
| · | Strong Third-Quarter YTD 2022 revenue growth of 59% compared to the Third-Quarter YTD 2021 |
|---|---|
| · | At-risk Medicare Advantage members exceeded 101,000 at the end of the Third Quarter of 2022 |
| --- | --- |
| · | Third-Quarter YTD 2022 Net loss PMPM increased to $1,132 from $159 for Third-quarter YTD 2021, primarily due to an $851.5 million goodwill impairment charge recorded in the Second Quarter of 2022 |
| --- | --- |
| · | Adjusted EBITDA loss PMPM improved in first nine months of 2022 at a PMPM loss of $97 compared to a PMPM loss of $110 in the first nine months of 2021 |
| --- | --- |
| · | Providing Updated Full-Year 2023 Adjusted EBITDA guidance |
| --- | --- |
| · | Management to Host Conference Call and Webcast November 14, 2022, at 4:30 PM ET |
| --- | --- |
November 14, 2022 4:15 PM Eastern Standard Time
HENDERSON, Nev.--(BUSINESS WIRE)--P3 Health Partners, Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management company, today announced its financial results for the third quarter and nine months ended September 30, 2022.
“We are pleased to report another strong quarter of growth, with 75% revenue gains year-to-date compared to the prior year period,” said Dr. Sherif Abdou, CEO of P3 Health Partners. “This growth demonstrates the power of our healthcare model, as we enable the payors, patients, and providers to collaborate on the singular mission of better patient outcomes.”
Third-Quarter2022 Financial Results
| · | Revenue<br> was $248.3 million, an increase of 59% compared to $156.2 million in the third quarter of<br> the prior year |
|---|---|
| · | At-risk<br> Medicare Advantage members at September 30, 2022 were approximately 101,000, a 67% increase<br> compared to 60,300 at the end of the third quarter of the prior year^(1)^ |
| --- | --- |
| · | Net<br> loss was $65.3 million compared to a net loss of $32.1 million in the third quarter of the<br> prior year |
| --- | --- |
| · | Net<br> loss per member per month (PMPM) increased to $216 from a loss of $177 in the third quarter<br> of the prior year |
| --- | --- |
| · | Adjusted<br> EBITDA^(2)^loss was $40.3 million compared to an adjusted EBITDA loss of $25.7<br> million in the third quarter of the prior year |
| --- | --- |
| · | Adjusted<br> EBITDA^(2)^loss PMPM was $133, an improvement from a loss of $142 in the third<br> quarter of the prior year |
| --- | --- |
Third-QuarterYear-to-Date 2022 Financial Results
| · | Revenue<br> was $791.3 million, an increase of 75% compared to $452.1 million in the first nine months<br> of the prior year |
|---|---|
| · | Net<br> loss was $1.0 billion compared to a net loss of $86.2 million in the first nine months of<br> the prior year, primarily due to an $851.5 goodwill impairment charge |
| --- | --- |
| · | Net<br> loss PMPM was $1,132 compared to a net loss of $159 in the first nine months of the prior<br> year, primarily due to a goodwill impairment of $851.5 million |
| --- | --- |
| · | Adjusted<br> EBITDA^(2)^loss was $87.9 million compared to an adjusted EBITDA loss of $59.9<br> million in the first nine months of the prior year^(1)^as a result of increased<br> members in our care |
| --- | --- |
| · | Adjusted<br> EBITDA^(2)^loss PMPM improved to $97 from $110 compared to the first nine<br> months of the prior year |
| --- | --- |
^(1)^ See “Key Performance Metrics” for additional information on how the Company defines “at-risk Medicare Advantage members.”
^(2)^Adjusted EBITDA and Adjusted EBITDA PMPM are non-GAAP financial measures. For reconciliations of these measures to the most directly comparable GAAP measures and more information regarding the Company’s use of non-GAAP financial measures, please see the section titled “Non-GAAP Financial Measures.”
Full-Year 2022Outlook
| · | The<br> Company still expects full-year 2022 revenue between $1.025 billion and $1.075 billion, representing<br> a 61% to 69% increase over the prior year and at-risk Medicare Advantage membership to be<br> greater than 100,000, at December 31, 2022 |
|---|---|
| · | The<br> Company now expects full-year 2022 Adjusted EBITDA^(2)^loss to range between<br> $118 million and $128 million, a change from the prior guidance range of between $55 million<br> and $90 million, primarily due to the return to normal timing of cash sweep recognition,<br> consistent with our existing revenue recognition policy, following the extended 2021 audit,<br> which resulted in approximately $15 to $20 million in sweeps that will be recognized in 2023<br> instead of 2022. The change also reflects $12 million in profits moved to 2021 due to the<br> length of its 2021 audit and non-recurring costs in the range of $7 million to $10 million<br> associated with the audit. |
| --- | --- |
| · | On<br> a PMPM basis, full-year 2022 Adjusted EBITDA^(2)^loss is now expected to fall<br> in the range of $97 PMPM to $107 PMPM, primarily due to the return to normal timing of cash<br> sweep recognition, consistent with our existing revenue recognition policy, following the<br> extended 2021 audit, which results in approximately $15 to $20 million in sweeps that will<br> be recognized in 2023 instead of 2022. The change also reflects $12 million in profits moved<br> to 2021 due to the length of its 2021 audit and non-recurring costs in the range of $7 million<br> to $10 million associated with the audit. The new range reflects an improvement of 11%-22%<br> compared to a loss of $119 PMPM in the prior year |
| --- | --- |
| · | The<br> company still anticipates Adjusted EBITDA profitability in 2024 |
| --- | --- |
While the Company expects COVID-19 to impact our future results to a lesser extent than our full-year 2021 results, P3 expects to incur additional COVID-19 related costs in full year 2022 given the volume of positive cases and “breakthrough” cases (positive cases in vaccinated patients) present in the Company’s markets. COVID-19 disproportionately impacts older adults, especially those with chronic illnesses, which describes many of P3’s patients. The full extent to which COVID-19 will directly or indirectly impact P3’s full year 2022 results of operations and financial condition will depend on multiple factors, including, but not limited to new and emerging information from the impact of new variants of the virus. Because of these factors, management may not be able to fully estimate the length or severity of the impact of the pandemic on P3’s business and results of operations.
The foregoing 2022 outlook statement represents management's current estimate as of the date of this release. Actual results may differ materially depending on a number of factors. Investors are urged to read the Cautionary Note Regarding Forward-Looking Statements included in this release. Management does not assume any obligation to update these estimates.
The Company is not able to provide a quantitative reconciliation of guidance for Adjusted EBITDA loss or Adjusted EBITDA loss PMPM to net income (loss) and net income (loss) PMPM, the most directly comparable GAAP measures, respectively, and has not provided forward-looking guidance for net income (loss) or net income (loss) PMPM, because of the uncertainty around certain items that may impact net income (loss) that are not within our control or cannot be reasonably predicted without unreasonable effort. For more information regarding the non-GAAP financial measures discussed in this press release, please see “Non-GAAP Financial Measures” below.
Restatementof the Company's Historical Financial Statements
As disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 25, 2022, the Company concluded that the previously issued audited consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 and unaudited condensed consolidated financial statements for the quarterly periods ended March 31, 2021, June 30, 2021, September 30, 2021, March 31, 2020, June 30, 2020 and September 30, 2020 required restatement. The restatement results from the Company's correction of its accounting for non-controlling interests related to certain medical practices accounted for as variable interest entities. In the Company’s judgment, the Company should not have historically presented the net losses of these medical practices as net loss attributable to non-controlling interests. The correction resulted in changes to net loss attributable to controlling interests, net loss attributable to non-controlling interests, retained loss from controlling interests and retained loss from non-controlling interests. The restatement did not impact the Company's EBITDA, cash from operations, or its cash position. The Company’s Annual Report on Form 10-K for the year ended December 31, 2021 includes restated financial statements for the years ended December 31, 2020 and 2019, and restated selected information for the quarterly periods ended March 31, 2021, June 30, 2021, September 30, 2021, March 31, 2020, June 30, 2020 and September 30, 2020.
ConferenceCall and Webcast
Management will host a conference call and webcast at 4:30 PM ET today to provide a corporate and financial update.
| Title &<br> Webcast | P3<br> Health Partners Third-Quarter 2022 Results Conference Call and Webcast |
|---|---|
| Date &<br> Time | Monday,<br> November 14, 2022, at 4:30 PM ET |
| Conference<br> Call Details | Toll-Free<br> 1-877-407-4018 (US)<br><br> <br>International 1-201-689-8471<br><br> <br>Conference ID: 13734101 |
| The<br> conference call will also be webcast live in the "Events & Presentations" section of the Investor page of<br> the P3 website (ir.p3hp.org). The Company’s press release will be available on<br> the Investor page of P3’s website in advance of the conference call. An archived recording of the webcast will be available<br> on the Investor page of P3’s website for a period of 90 days following the conference call. |
About P3Health Partners (NASDAQ: PIII):
P3 Health Partners Inc. is a leading population health management company committed to transforming healthcare by improving the lives of both patients and providers. Founded and led by physicians, P3 has an expansive network of more than 2,800 affiliated primary care providers across the country. Our local teams of health care professionals manage the care of thousands of patients in 18 counties across five states. P3 supports primary care providers with value-based care coordination and administrative services that improve patient outcomes and lower costs. Through partnerships with these local providers, the P3 care team creates an enhanced patient experience by navigating, coordinating, and integrating the patient’s care within the healthcare system. For more information, visit www.p3hp.org and follow us on @p3healthpartners and Facebook.com/p3healthpartners.
BusinessCombination and Presentation of Financial Results
As a result of the business combination consummated on December 3, 2021, the Company was deemed to be the acquirer and successor for accounting purposes, and P3 Health Group Holdings, LLC, which is the business conducted prior to the closing of the business combination, was deemed to be the acquiree and accounting predecessor. The Company’s financial results are distinguished between two distinct periods, the period prior to the business combination closing date (the “Predecessor” period) and the period after the closing date through December 31, 2022 (the “Successor” period), which reflects a new basis of accounting that is based on the fair value of net assets acquired. The financial results for the quarter and year ended December 31, 2021, presented in this release combine these two periods.
Non-GAAPFinancial Measures
In addition to the financial results prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), this press release contains certain non-GAAP financial measures as defined by the SEC rules, including Adjusted EBITDA and Adjusted EBITDA PMPM. EBITDA is defined as GAAP net income (loss) before (i) interest expense, (ii) income taxes and (iii) depreciation and amortization. Adjusted EBITDA is defined as EBITDA, further adjusted to add back the effect of certain expenses, such as (iv) mark-to-market warrant expense, (v) premium deficiency reserves, (vi) stock-based compensation and (vii) transaction expenses. Adjusted EBITDA PMPM is defined as Adjusted EBITDA divided by the number of at-risk Medicare Advantage members each month divided by the number of months in the period. We believe these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other similar companies. We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In addition, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. The tables at the end of this press release present a reconciliation of Adjusted EBITDA to net income (loss) and Adjusted EBITDA PMPM to net income (loss) PMPM, which are the most directly comparable financial measures calculated in accordance with GAAP.
Key PerformanceMetrics
In addition to our GAAP and non-GAAP financial information, the Company also monitors “at-risk members” to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. At-risk membership represents the approximate number of Medicare Advantage members for whom we receive a fixed per member per month fee under capitation arrangements as of the end of a particular period.
CautionaryNote Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Words such as "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro-forma," "project," "seek," "should," "target," or "will," or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements address various matters, including the Company’s future expected growth strategy and operating performance; current expectations regarding the COVID-19 pandemic; the Company’s outlook as to revenue, at-risk Medicare Advantage membership, Adjusted EBITDA loss and Adjusted EBITDA loss PMPM for the full-year 2022; and our expectation to achieve Adjusted EBITDA profitability in 2024, all of which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to our services; our ability to continue our growth and expand our operations; changes in laws and regulations applicable to our business; our ability to maintain our relationships with health plans and other key payers; the impact of COVID-19, including the impact of new variants of the virus, or another pandemic, epidemic or outbreak of infectious disease on our business and results of operation; increased labor costs; our ability to recruit and retain qualified team members and independent physicians; and other factors discussed in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on October 21, 2022, and in the Company’s other filings with the SEC. All information in this press release is as of the date hereof, and we undertake no duty to update or revise this information unless required by law. You are cautioned not to place undue reliance on any forward-looking statements contained in this press release.
P3 HEALTH PARTNERS INC and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| As of December 31, 2021 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| CURRENT ASSETS: | |||||
| Cash | 34,357,237 | $ | 140,477,586 | ||
| Restricted Cash | 1,003,307 | 356,286 | |||
| Health Plan Receivables, Net | 81,497,703 | 50,251,004 | |||
| Clinic Fees and Insurance Receivables, Net | 1,049,253 | 1,090,104 | |||
| Other Receivables | 2,736,184 | 726,903 | |||
| Prepaid Expenses and Other Current Assets | 3,523,867 | 6,959,067 | |||
| TOTAL CURRENT ASSETS | 124,167,551 | 199,860,950 | |||
| LONG-TERM ASSETS: | |||||
| Property and Equipment | 11,509,656 | 8,230,250 | |||
| Less: Accumulated Depreciation | (1,994,380 | ) | (182,321 | ) | |
| Property and Equipment, Net | 9,515,276 | 8,047,929 | |||
| Goodwill | 463,496,191 | 1,309,750,216 | |||
| Intangible Assets, Net | 772,411,083 | 835,838,605 | |||
| Notes Receivable, Net | 3,563,462 | 3,590,715 | |||
| Right of Use Asset | 9,977,886 | 7,020,045 | |||
| TOTAL LONG-TERM ASSETS | 1,258,963,898 | 2,164,247,510 | |||
| TOTAL ASSETS (1) | 1,383,131,449 | $ | 2,364,108,460 | ||
| LIABILITIES, MEZZANINE EQUITY and STOCKHOLDERS' EQUITY | |||||
| CURRENT LIABILITIES: | |||||
| Accounts Payable and Accrued Expenses | 24,072,391 | $ | 17,730,683 | ||
| Accrued Payroll | 7,358,102 | 6,304,362 | |||
| Health Plans Settlements Payable | 20,626,836 | 22,548,694 | |||
| Claims Payable | 134,705,426 | 101,958,324 | |||
| Premium Deficiency Reserve | 27,719,928 | 37,835,642 | |||
| Accrued Interest | 12,655,918 | 8,771,065 | |||
| Current Portion of Long-Term Debt | — | 46,101 | |||
| Short-Term Debt | — | 3,578,561 | |||
| TOTAL CURRENT LIABILITIES | 227,138,601 | 198,773,432 | |||
| LONG-TERM LIABILITIES: | |||||
| Right of Use Liability | 11,156,949 | 6,296,883 | |||
| Warrant Liabilities | 7,996,432 | 11,382,826 | |||
| Contingent Consideration | 4,684,503 | 3,486,593 | |||
| Long-Term Debt | 80,000,000 | 80,000,000 | |||
| TOTAL LONG-TERM LIABILITIES | 103,837,884 | 101,166,302 | |||
| TOTAL LIABILITIES (1) | 330,976,485 | 299,939,734 | |||
| COMMITMENTS AND CONTINGENCIES (NOTE 23) | |||||
| MEZZANINE EQUITY | |||||
| Redeemable Non-Controlling Interest | 974,078,949 | 1,790,617,285 | |||
| STOCKHOLDERS’ EQUITY: | |||||
| Class A Common Stock, .0001 par value; 800,000,000 shares authorized; 41,578,890 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 4,158 | 4,158 | |||
| Class V Common Stock, .0001 par value; 205,000,000 shares authorized; 201,530,796 shares and 196,553,523 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 20,153 | 19,655 | |||
| Additional Paid in Capital | 293,570,464 | 312,945,752 | |||
| Accumulated Deficit | (215,518,760 | ) | (39,418,124 | ) | |
| TOTAL STOCKHOLDERS’ EQUITY | 78,076,015 | 273,551,441 | |||
| TOTAL LIABILITIES, MEZZANINE EQUITY & STOCKHOLDERS’ EQUITY | 1,383,131,449 | $ | 2,364,108,460 |
All values are in US Dollars.
| (1) | The Company’s condensed consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 25 “Variable Interest Entities,” P3 LLC is itself a VIE. P3 LLC represents substantially all the assets and liabilities of the Company. As a result, the language and amounts below refer only to VIEs held at the P3 LLC level. The condensed consolidated balance sheets include total assets that can be used only to settle obligations of the P3 LLC’s VIEs totaling $6.8 million and $8.1 million as of September 30, 2022 and December 31, 2021, respectively, and total liabilities of the P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $9.9 million and $6.1 million as of September 30, 2022 and December 31, 2021, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates as of September 30, 2022 and December 31, 2021, and $27.0 million and $24.1 million of amounts due to affiliates as of September 30, 2022 and December 31, 2021, respectively, as these are eliminated in consolidation and not presented within the condensed consolidated balance sheets. See Note 25 “Variable Interest Entities.” |
|---|
P3 HEALTH PARTNERS INC and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Successor | Predecessor | Successor | Predecessor | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||
| September 30, 2022 | September 30, 2021 | September 30, 2022 | September 30, 2021 | |||||||||
| (As Restated) | (As Restated) | |||||||||||
| OPERATING REVENUE: | ||||||||||||
| Capitated Revenue | $ | 243,988,004 | $ | 153,072,995 | $ | 780,775,285 | $ | 443,598,050 | ||||
| Other Patient Service Revenue | 4,272,069 | 3,112,960 | 10,483,093 | 8,472,288 | ||||||||
| TOTAL OPERATING REVENUE | 248,260,073 | 156,185,955 | 791,258,378 | 452,070,338 | ||||||||
| OPERATING EXPENSES: | ||||||||||||
| Medical Expenses | 254,776,548 | 161,328,123 | 788,045,718 | 458,333,145 | ||||||||
| Premium Deficiency Reserve | (7,301,630 | ) | 1,600,000 | (10,115,714 | ) | 4,600,000 | ||||||
| Corporate, General and Administrative Expenses | 37,862,737 | 20,433,538 | 117,560,549 | 53,883,267 | ||||||||
| Sales and Marketing Expenses | 1,119,552 | 491,418 | 3,392,178 | 1,118,160 | ||||||||
| Goodwill Impairment | — | — | 851,455,754 | — | ||||||||
| Depreciation and Amortization | 21,814,803 | 456,418 | 65,286,715 | 1,218,797 | ||||||||
| TOTAL OPERATING EXPENSES | 308,272,010 | 184,309,497 | 1,815,625,200 | 519,153,369 | ||||||||
| OPERATING LOSS | (60,011,937 | ) | (28,123,542 | ) | (1,024,366,822 | ) | (67,083,031 | ) | ||||
| OTHER INCOME (EXPENSES): | ||||||||||||
| Interest Expense, net | (2,749,681 | ) | (2,529,133 | ) | (8,244,806 | ) | (7,023,187 | ) | ||||
| Mark-to-Market of Stock Warrants | (2,567,423 | ) | (1,401,686 | ) | 3,386,394 | (12,063,265 | ) | |||||
| TOTAL OTHER INCOME (EXPENSE) | (5,317,104 | ) | (3,930,819 | ) | (4,858,412 | ) | (19,086,452 | ) | ||||
| LOSS BEFORE INCOME TAXES | (65,329,041 | ) | (32,054,361 | ) | (1,029,225,234 | ) | (86,169,483 | ) | ||||
| PROVISION FOR INCOME TAXES | — | — | — | — | ||||||||
| NET LOSS | (65,329,041 | ) | (32,054,361 | ) | (1,029,225,234 | ) | (86,169,483 | ) | ||||
| LESS NET LOSS ATTRIBUTABLE TO REDEEMABLE NON-CONTROLLING INTERESTS | (54,155,858 | ) | — | (853,124,598 | ) | — | ||||||
| NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ | (11,173,183 | ) | $ | (32,054,361 | ) | $ | (176,100,636 | ) | $ | (86,169,483 | ) |
| NET LOSS PER SHARE (BASIC) | $ | (0.27 | ) | N/A | ^1^ | $ | (4.24 | ) | N/A | ^1^ | ||
| NET LOSS PER SHARE (DILUTED) | $ | (0.27 | ) | N/A | ^1^ | $ | (4.27 | ) | N/A | ^1^ |
Seeaccompanying notes to condensed consolidated financial statements.
^1^The Company analyzed the calculation of net loss per member unit for predecessor periods prior to the Business Combinations and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, net loss per member unit information has not been presented for predecessor periods prior to the Business Combinations on December 3, 2021.
P3 HEALTH PARTNERS INC and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Nine Months Ended | Nine Months Ended | |||||
| September 30, 2022 | September 30, 2021 | |||||
| (As Restated) | ||||||
| Cash Flows from Operating Activities | ||||||
| Net Loss | $ | (1,029,225,234 | ) | $ | (86,169,483 | ) |
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||||
| Depreciation and Amortization | 65,286,715 | 1,218,796 | ||||
| Stock-Based Compensation | 17,210,974 | 1,379,400 | ||||
| Goodwill Impairment | 851,455,754 | — | ||||
| Amortization of Debt Origination Fees | — | 525,783 | ||||
| Amortization of Discount from Issuance of Debt | — | 931,958 | ||||
| Mark-to-Market Adjustment of Stock Warrants | (3,386,394 | ) | 12,063,265 | |||
| Premium Deficiency Reserve | (10,115,714 | ) | 4,600,000 | |||
| Non-cash Interest Expense | 290,910 | — | ||||
| Changes in Assets and Liabilities: | ||||||
| Accounts Receivable | (1,623,188 | ) | 54,602 | |||
| Health Plan Receivables / Premiums | (31,246,699 | ) | (884,523 | ) | ||
| Other Current Assets | 3,462,453 | 2,667,427 | ||||
| Net Change in ROU Assets and Liabilities | 3,500,981 | 379,235 | ||||
| Accounts Payable | 4,560,474 | 3,606,729 | ||||
| Accrued Payroll | 1,053,740 | (1,842,877 | ) | |||
| Accrued Interest | 3,884,853 | 3,952,044 | ||||
| Health Plan Payables / Premiums | (1,921,858 | ) | (483,657 | ) | ||
| Claims Payable | 32,747,102 | 18,173,851 | ||||
| Net Cash used in Operating Activities | (94,065,131 | ) | (39,827,450 | ) | ||
| Cash Flows from Investing activities | ||||||
| Purchase of Property, Plant and Equipment | (2,283,404 | ) | (2,990,130 | ) | ||
| Acquisitions | (5,500,131 | ) | (5,014,500 | ) | ||
| Increase in Notes Receivable, Net | — | 120,463 | ||||
| Net Cash used in Investing Activities | (7,783,535 | ) | (7,884,167 | ) | ||
| Cash Flows from Financing activities | ||||||
| Issuance of Long-Term Debt | — | 12,750,000 | ||||
| Repayment of Short-Term and Long-Term Debt | (3,624,662 | ) | (67,216 | ) | ||
| Loan Origination and Closing Fees | — | (191,250 | ) | |||
| Net Cash (used in) provided by Financing Activities | (3,624,662 | ) | 12,491,534 | |||
| Net Change in Cash and Restricted Cash | (105,473,328 | ) | (35,220,083 | ) | ||
| Cash and Restricted Cash, Beginning of Period | 140,833,872 | 39,902,947 | ||||
| Cash and Restricted Cash, End of Period | $ | 35,360,544 | $ | 4,682,864 |
See accompanying notes to condensed consolidated financial statements.
Reconciliation of Non-GAAP Adjusted EBITDA
(in millions)
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2022 | September 30, 2021 | September 30, 2022 | September 30, 2021 | |||||||||
| Net Loss | $ | (65.3 | ) | $ | (32.1 | ) | $ | (1,029.2 | ) | $ | (86.2 | ) |
| Interest Expense, Net | 2.8 | 2.5 | 8.2 | 7.0 | ||||||||
| Depreciation and Amortization Expense | 21.8 | 0.5 | 65.3 | 1.2 | ||||||||
| Goodwill Impairment | - | 0.0 | 851.5 | - | ||||||||
| Mark-To-Market Adjustment For Stock Warrants | 2.6 | 1.4 | (3.4 | ) | 12.1 | |||||||
| Premium Deficiency Reserve | (7.3 | ) | 1.6 | (10.1 | ) | 4.6 | ||||||
| Transaction Expense, Business Combinations | 0.1 | - | 2.2 | - | ||||||||
| Transaction Related Litigation Expense | 0.3 | - | 1.4 | - | ||||||||
| Transaction Bonuses | 1.4 | - | 7.3 | - | ||||||||
| Stock-Based Compensation | 1.8 | 0.4 | 17.2 | 1.4 | ||||||||
| Restatement related cost | 1.6 | - | 1.6 | - | ||||||||
| Other | - | - | 0.1 | - | ||||||||
| EBITDA, Adjusted | $ | (40.3 | ) | $ | (25.7 | ) | $ | (87.9 | ) | $ | (59.9 | ) |
Reconciliation of non-GAAP adjusted EBITDA / PMPM
(in PMPM $)
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2022 | September 30, 2021 | September 30, 2022 | September 30, 2021 | |||||||||
| Net Loss | $ | (216 | ) | $ | (177 | ) | $ | (1,132 | ) | $ | (159 | ) |
| Interest Expense, Net | $ | 9 | $ | 14 | $ | 9 | $ | 13 | ||||
| Depreciation and Amortization Expense | $ | 72 | $ | 3 | $ | 72 | $ | 2 | ||||
| Goodwill Impairment | $ | 0 | $ | 0 | $ | 937 | $ | 0 | ||||
| Mark-To-Market Adjustment For Stock Warrants | $ | 9 | $ | 8 | $ | (4 | ) | $ | 22 | |||
| Premium Deficiency Reserve | $ | (24 | ) | $ | 9 | $ | (11 | ) | $ | 9 | ||
| Transaction Expense, Business Combinations | $ | 0 | $ | 0 | $ | 3 | $ | 0 | ||||
| Transaction Related Litigation Expense | $ | 1 | $ | 0 | $ | 2 | $ | 0 | ||||
| Transaction Bonuses | $ | 5 | $ | 0 | $ | 8 | $ | 0 | ||||
| Stock-Based Compensation | $ | 6 | $ | 2 | $ | 19 | $ | 3 | ||||
| Restatement related cost | $ | 5 | $ | 0 | $ | 2 | $ | 0 | ||||
| Other | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||
| EBITDA, Adjusted | $ | (133 | ) | $ | (142 | ) | $ | (97 | ) | $ | (110 | ) |
Reconciliation of Non-GAAP Adjusted EBITDA
(in millions)
| For the Year Ended | |||
|---|---|---|---|
| December 31, 2021 | |||
| Net Loss | $ | (204,337.9 | ) |
| Interest Expense, Net | $ | 10,999.4 | |
| Depreciation and Amortization Expense | $ | 8,724.0 | |
| Goodwill Impairment | $ | 0.0 | |
| Mark-To-Market Adjustment For Stock Warrants | $ | 5,393.2 | |
| Premium Deficiency Reserve | $ | 37,835.6 | |
| Transaction Expense, Business Combinations | $ | 29,641.0 | |
| Transaction Related Litigation Expense | $ | 7,922.0 | |
| Transaction Bonuses | |||
| Stock-Based Compensation | $ | 8,336.0 | |
| Restatement related cost | $ | 0.0 | |
| Other | $ | 0.0 | |
| EBITDA, Adjusted | $ | (95,486.7 | ) |
Reconciliation of non-GAAP adjusted EBITDA / PMPM
(in PMPM $)
| For the Year Ended | |||
|---|---|---|---|
| December 31, 2021 | |||
| Net Loss | $ | (254 | ) |
| Interest Expense, Net | $ | 14 | |
| Depreciation and Amortization Expense | $ | 11 | |
| Goodwill Impairment | $ | 0 | |
| Mark-To-Market Adjustment For Stock Warrants | $ | 7 | |
| Premium Deficiency Reserve | $ | 47 | |
| Transaction Expense, Business Combinations | $ | 37 | |
| Transaction Related Litigation Expense | $ | 10 | |
| Transaction Bonuses | $ | 0 | |
| Stock-Based Compensation | $ | 10 | |
| Restatement related cost | $ | 0 | |
| Other | $ | 0 | |
| EBITDA, Adjusted | $ | (119 | ) |
Contacts
InvestorRelations
Karen Blomquist
Vice President, Investor Relations
P3 Health Partners
kblomquist@p3hp.org
Steve Halper
Managing Director
LifeSci Advisors
shalper@lifesciadvisors.com
Kassi Belz
Executive Vice President, Communications
P3 Health Partners
(904) 415-2744
kbelz@p3hp.org