YTD total revenue growth of 16%
Continued strong performance across markets,
re-affirming 2023 guidance
Provides preliminary 2024 Full-Year Adjusted
EBITDA guidance of +$20 million to +$40 million
Management to Host Conference Call and Webcast
November 8, 2023 at 4:30 PM ET
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 ended September 30, 2023.
“Our results for the third quarter show the continued
improvement of the business as providers and patients mature on our
platform. All key metrics are tracking as expected and net cash
used in operating activities has improved to negative $8 million
for the quarter. We are re-affirming our existing full-year 2023
guidance and providing preliminary 2024 full-year Adjusted EBITDA
guidance of $20 million to $40 million,” said Dr. Sherif Abdou, CEO
of P3.
Third-Quarter 2023 Financial Results
- Total revenue was $288.4 million, an increase of 16% compared
to $248.3 million in the third quarter of the prior year. Net loss
was $37.3 million, an increase of approximately 43% compared to a
net loss of $65.3 million in the third quarter of the prior year.
Net loss PMPM was $119 compared to a net loss PMPM of $218 the
third quarter of the prior year
- Adjusted EBITDA(1) loss was $22.3 million, compared to an
Adjusted EBITDA loss of $40.3 million in the third quarter of the
prior year. Adjusted EBITDA PMPM(1) was a loss of $71, compared to
an Adjusted EBITDA loss PMPM of $135 in the third quarter of the
prior year
- Gross profit was $9.1 million, as compared to negative $6.5
million in the prior year. Gross profit PMPM was $29, compared to a
loss of $22 PMPM in the prior year
- Medical margin(1) was $36.2 million, an increase of 306.1%
compared to $8.9 million in the third quarter of the prior year.
Medical margin PMPM(1) was $115, an increase of 286.3% compared to
a medical margin PMPM of $30 in the prior year
Key Financial and Operating Metrics as
Reported ($millions):
Three Months Ended September
30,
Change
2023
2022
%YOY
Capitated Revenue
$285
$244
17%
Total Revenues
$288
$248
16%
Gross Profit
$9
($7)
240%
Medical Margin
$36
$9
306%
Net Loss
($37)
($65)
43%
Adjusted EBITDA
($22)
($40)
45%
Year-to-Date 2023 Financial Results
- Total revenue was $919.5 million, an increase of 16% compared
to $791.3 million in the same period in the prior year. Net loss
was $117.3 million, compared to a net loss of $1,029.2 million in
the same period of the prior year. The year-to-date results of 2022
were negatively impacted by a goodwill impairment charge of $851
million. Net loss PMPM was $126 compared to a net loss PMPM of
$1,148 in the same period of the prior year
- Adjusted EBITDA(1) loss was $41.2 million, compared to an
Adjusted EBITDA loss of $87.9 million in the same period of the
prior year. Adjusted EBITDA PMPM(1) loss was $44, compared to an
Adjusted EBITDA loss of $98 PMPM in the same period of the prior
year
- Gross profit was $52.5 million, compared to $3.2 million in the
same period of the prior year. Gross profit PMPM was $56, compared
to $4 in the same period of the prior year
- Medical margin(1) was $126.0 million, an increase of 127.0%
compared to $55.5 million in the same period of the prior year.
Medical margin PMPM(1) was $135, an increase of 118.1% compared to
a medical margin PMPM of $62 in the same period of the prior
year
Key Financial and Operating Metrics as
Reported ($millions):
Nine Months Ended September
30,
Change
2023
2022
%YOY
Capitated Revenue
$909
$781
16%
Total Revenues
$920
$791
16%
Gross Profit
$52
$3
1533%
Medical Margin
$126
$56
127%
Net Loss
($117)
($1,029)
89%
Adjusted EBITDA
($41)
($88)
53%
Full-Year 2023 Guidance
Year Ending
December 31, 2023
Low
High
Medicare Advantage Members
115,000
120,000
Total Revenues (in millions)
$1,200
$1,250
Medical margin(2) (in millions)
$155
$175
Medical margin(2) PMPM
$120
$130
Adjusted EBITDA(2) Loss (in millions)
($50)
($30)
(1) Adjusted EBITDA, Adjusted EBITDA per member, per month
(“PMPM”), medical margin and medical margin 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” and the tables
at the end of this press release.
(2) The Company is not able to provide a quantitative
reconciliation of full-year 2023 or 2024 guidance for Adjusted
EBITDA loss to net income, or quantitative reconciliations for
full-year 2023 guidance for medical margin and medical margin PMPM
to net income (loss), gross profit and gross profit PMPM, the most
directly comparable GAAP measures, respectively, and has not
provided forward-looking guidance for net income (loss), gross
profit (loss) or gross profit (loss) PMPM because of the
uncertainty around certain items that may impact net income (loss),
gross profit (loss) or gross profit (loss) PMPM 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.
Title & Webcast
P3 Health Third-Quarter Earnings
Conference Call
Date & Time
November 8, 2023, 4:30pm Eastern Time
Conference Call Details
Toll-Free 1-833-316-0546 (US)
International 1-412-317-0692
Ask to be joined into the P3 Health
Partners call
The conference call will also be webcast
live in the "Events & Presentations" section of the Investor
page of the P3 website (ir.p3hp.org). The Company’s press release
will be available on the Investor page of P3’s website in advance
of the conference call. An archived recording of the webcast will
be available on the Investor page of P3’s website for a period of
90 days following the conference call.
For supplemental financial information, including certain non-GAAP
financial measures, and the reconciliations thereof, please visit
the Company’s Investor Relations site (ir.p3hp.org).
About P3 Health 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 2,700
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 LinkedIn and Facebook.com/p3healthpartners.
Non-GAAP Financial Measures
In addition to the financial results prepared in accordance
accounting principles generally accepted in the U.S. ("GAAP"), this
press release contains certain non-GAAP financial measures as
defined by the SEC rules, including Adjusted EBITDA, Adjusted
EBITDA PMPM, medical margin and medical margin PMPM. EBITDA is
defined as GAAP net income (loss) before (i) interest, (ii) income
taxes and (iii) depreciation and amortization. Adjusted EBITDA is
defined as EBITDA, further adjusted to exclude the effect of
certain supplemental adjustments, such as (i) mark-to-market
warrant gain/loss, (ii) premium deficiency reserves, (iii)
equity-based compensation expense and (iv) certain other items that
we believe are not indicative of our core operating performances.
Adjusted EBITDA PMPM is defined as Adjusted EBITDA divided by the
number of 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. Medical margin
represents the amount earned from capitation revenue after medical
claims expenses are deducted and medical margin PMPM is defined as
medical margin divided by the number of Medicare Advantage members
each month divided by the number of months in the period. Medical
claims expenses represent costs incurred for medical services
provided to our members. As our platform grows and matures over
time, we expect medical margin to increase in absolute dollars;
however, medical margin PMPM may vary as the percentage of new
members brought onto our platform fluctuates. New membership added
to the platform is typically dilutive to medical margin PMPM. 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, and medical
margin to gross profit and medical margin PMPM to gross profit
PMPM, which are the most directly comparable financial measures
calculated in accordance with GAAP.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. We intend such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 27A
of the Securities Act of 1933, as amended, Section 21E of the
Securities Exchange Act of 1934, 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 Company’s current
cash position and outlook as to revenue, at-risk Medicare Advantage
membership, medical margin, medical margin PMPM, Adjusted EBITDA
loss for the full year 2023 outlook as to and Adjusted EBITDA for
the full-year 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, our
ability to continue as a going concern; our potential need to raise
additional capital to fund our existing operations or develop and
commercialize new services or expand our operations; our ability to
achieve or maintain profitability; our ability to maintain
compliance with our debt covenants in the future, or obtain
required waivers from our lenders if future operating performance
were to fall below current projections of if there are material
changes to management’s assumptions, we could be required to
recognize non-cash charges to operating earnings for goodwill
and/or other intangible asset impairment; our ability to identify
and develop successful new geographies, physician partners, payors
and patients; changes in market or industry conditions, regulatory
environment, competitive conditions, and receptivity to our
services; our ability to fund 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 year ended December 31, 2022
filed with the SEC on March 31, 2023, as updated by Part II, Item
1A. “Risk Factors” in the Company’s Quarterly Report on Form 10-Q
for the period ended September 30, 2023 to be filed with the SEC,
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
(in thousands, except per
share amounts)
(unaudited)
September 30, 2023
December 31, 2022
ASSETS
CURRENT ASSETS:
Cash
$
52,562
$
17,537
Restricted cash
4,878
920
Health plan receivable, net of allowance
for credit losses of $150 and $0, respectively
117,200
72,092
Clinic fees, insurance and other
receivable
2,225
7,500
Prepaid expenses and other current
assets
2,799
2,643
TOTAL CURRENT ASSETS
179,664
100,692
Property and equipment, net
9,360
8,839
Intangible assets, net
687,875
751,050
Other long-term assets
19,993
15,990
TOTAL ASSETS (1)
$
896,892
$
876,571
LIABILITIES,
MEZZANINE EQUITY and STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$
11,630
$
11,542
Accrued expenses and other current
liabilities
20,957
16,647
Accrued payroll
5,629
8,224
Health plan settlements payable
35,422
13,608
Claims payable
155,497
151,207
Premium deficiency reserve
17,014
26,375
Accrued interest
21,153
14,061
TOTAL CURRENT LIABILITIES
267,302
241,664
Operating lease liability
13,556
11,516
Warrant liabilities
1,844
1,517
Contingent consideration
4,907
4,794
Long-term debt, net
108,252
94,421
TOTAL LIABILITIES (1)
395,861
353,912
COMMITMENTS AND CONTINGENCIES (Note
12)
MEZZANINE EQUITY:
Redeemable non-controlling interest
313,088
516,805
STOCKHOLDERS’ EQUITY:
Class A common stock, $.0001 par value;
800,000 shares authorized; 114,249 shares and 41,579 shares issued
and outstanding, respectively
11
4
Class V common stock, $.0001 par value;
205,000 shares authorized; 198,354 shares and 201,592 shares issued
and outstanding, respectively
20
20
Additional paid in capital
529,794
315,375
Accumulated deficit
(341,882
)
(309,545
)
TOTAL STOCKHOLDERS’ EQUITY
187,943
5,854
TOTAL LIABILITIES, MEZZANINE EQUITY &
STOCKHOLDERS’ EQUITY
$
896,892
$
876,571
____________________
(1)
The Company’s condensed consolidated
balance sheets include the assets and liabilities of its
consolidated variable interest entities (“VIEs”). As discussed in
Note 13 “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 $11.1 million and $3.1
million as of September 30, 2023 and December 31, 2022,
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 $15.9 million and $9.9 million as of
September 30, 2023 and December 31, 2022, respectively. These VIE
assets and liabilities do not include $45.9 million and $33.0
million of net amounts due to affiliates as of September 30, 2023
and December 31, 2022, respectively, as these are eliminated in
consolidation and not presented within the condensed consolidated
balance sheets. See Note 13 “Variable Interest Entities.”
P3 HEALTH PARTNERS INC. and
SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
(in thousands, except per
share data)
(unaudited)
Three Months Ended September
30,
Nine Months Ended September
30,
2023
2022
2023
2022
OPERATING REVENUE:
Capitated revenue
$
285,153
$
243,988
$
909,473
$
780,775
Other patient service revenue
3,198
4,272
10,041
10,483
TOTAL OPERATING REVENUE
288,351
248,260
919,514
791,258
OPERATING EXPENSE:
Medical expense
279,220
254,777
867,061
788,046
Premium deficiency reserve
(12,489
)
(7,302
)
(9,361
)
(10,116
)
Corporate, general and administrative
expense
33,065
37,863
97,931
117,560
Sales and marketing expense
654
1,118
2,512
3,391
Depreciation and amortization
21,721
21,815
65,041
65,287
Goodwill impairment
—
—
—
851,456
TOTAL OPERATING EXPENSE
322,171
308,271
1,023,184
1,815,624
OPERATING LOSS
(33,820
)
(60,011
)
(103,670
)
(1,024,366
)
OTHER INCOME (EXPENSE):
Interest expense, net
(4,002
)
(2,963
)
(11,939
)
(8,418
)
Mark-to-market of stock warrants
755
(2,568
)
(327
)
3,386
Other
190
213
(455
)
173
TOTAL OTHER EXPENSE
(3,057
)
(5,318
)
(12,721
)
(4,859
)
LOSS BEFORE INCOME TAXES
(36,877
)
(65,329
)
(116,391
)
(1,029,225
)
PROVISION FOR INCOME TAXES
(412
)
—
(928
)
—
NET LOSS
(37,289
)
(65,329
)
(117,319
)
(1,029,225
)
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE
NON-CONTROLLING INTEREST
(23,993
)
(54,156
)
(85,008
)
(853,125
)
NET LOSS ATTRIBUTABLE TO CONTROLLING
INTEREST
$
(13,296
)
$
(11,173
)
$
(32,311
)
$
(176,100
)
NET LOSS PER SHARE (Note 9):
Basic
$
(0.12
)
$
(0.27
)
$
(0.37
)
$
(4.24
)
Diluted
$
(0.12
)
$
(0.27
)
$
(0.41
)
$
(4.27
)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(Note 9):
Basic
114,198
41,579
88,010
41,579
Diluted
312,679
243,036
288,379
241,263
P3 HEALTH PARTNERS INC. and
SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended September
30,
2023
2022
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss
$
(117,319
)
$
(1,029,225
)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization
65,041
65,287
Equity-based compensation
4,259
17,211
Goodwill impairment
—
851,456
Amortization of original issue discount
and debt issuance costs
405
—
Accretion of contingent consideration
113
291
Mark-to-market adjustment of stock
warrants
327
(3,386
)
Premium deficiency reserve
(9,361
)
(10,116
)
Changes in assets and liabilities:
Health plan receivable
(45,258
)
(31,247
)
Clinic fees, insurance, and other
receivable
5,275
(1,623
)
Prepaid expenses and other current
assets
(429
)
3,462
Other long-term assets
(1,214
)
—
Accounts payable, accrued expenses, and
other current liabilities
2,758
4,560
Accrued payroll
2,405
1,054
Health plan settlements payable
21,814
(1,922
)
Claims payable
4,290
32,747
Accrued interest
7,092
3,885
Operating lease liability
(348
)
3,501
Net cash used in operating activities
(60,150
)
(94,065
)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchases of property and equipment
(2,039
)
(2,283
)
Acquisitions, net of cash acquired
—
(5,500
)
Net cash used in investing activities
(2,039
)
(7,783
)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from long-term debt, net of
original issuance discount
14,101
—
Proceeds from private placement offering,
net of offering costs paid
87,244
—
Repayment of short-term and long-term
debt
—
(3,625
)
Payment of debt issuance costs
(173
)
—
Net cash provided by (used in) financing
activities
101,172
(3,625
)
Net change in cash and restricted cash
38,983
(105,473
)
Cash and restricted cash, beginning of
period
18,457
140,834
Cash and restricted cash, end of
period
$
57,440
$
35,361
RECONCILIATION OF NET LOSS TO
ADJUSTED EBITDA LOSS
(in thousands, except
PMPM)
(unaudited)
Three Months Ended September
30,
Nine Months Ended September
30,
2023
2022
2023
2022
(in thousands)
Net loss
$
(37,289
)
$
(65,329
)
$
(117,319
)
$
(1,029,225
)
Interest expense, net
4,002
2,963
11,939
8,418
Depreciation and amortization expense
21,721
21,815
65,041
65,287
Provision for income taxes
412
—
928
—
Mark-to-market of stock warrants
(755
)
2,568
327
(3,386
)
Premium deficiency reserve
(12,489
)
(7,302
)
(9,361
)
(10,116
)
Equity-based compensation
2,251
1,784
4,259
17,211
Transaction and other related costs(1)
—
1,844
70
10,956
Other(2)
(185
)
1,350
—
851,456
Goodwill impairment
—
—
2,868
1,499
Adjusted EBITDA loss
$
(22,332
)
$
(40,307
)
$
(41,248
)
$
(87,900
)
Adjusted EBITDA loss PMPM
$
(71
)
$
(135
)
$
(44
)
$
(98
)
_____________________
(1)
Transaction and other related costs during
the nine months ended September 30, 2023 consisted of legal fees
incurred related to acquisition-related litigation.
(2)
Other during the three and nine months
ended September 30, 2023 consisted of (i) interest income offset by
(ii) cybersecurity incident loss with respect to the nine months
ended September 30, 2023, (iii) restructuring and other charges,
including severance and benefits paid to employees pursuant to
workforce reduction plans with respect to the nine months ended
September 30, 2023, (iv) the disposition of our Pahrump operations,
(v) expenses for third-party consultants to assist us with the
development, implementation, and documentation of new and enhanced
internal controls and processes for compliance with Sarbanes-Oxley
Section 404(b) with respect to the nine months ended September 30,
2023, (vi) a legal settlement outside of the ordinary course of
business with respect to the nine months ended September 30, 2023,
and (vii) valuation allowance on our notes receivable.
MEDICAL MARGIN
(in thousands, except
PMPM)
(unaudited)
Three Months Ended September
30,
Nine Months Ended September
30,
2023
2022
2023
2022
(in thousands)
Capitated revenue
$
285,153
$
243,988
$
909,473
$
780,775
Less: medical claims expenses
(248,918
)
(235,065
)
(783,497
)
(725,267
)
Medical margin
$
36,235
$
8,923
$
125,976
$
55,508
Medical margin PMPM
$
115
$
30
$
135
$
62
RECONCILIATION OF GROSS PROFIT
TO MEDICAL MARGIN
(in thousands)
(unaudited)
Three Months Ended September
30,
Nine Months Ended September
30,
2023
2022
2023
2022
(in thousands)
Gross profit(1)
$
9,131
$
(6,517
)
$
52,453
$
3,212
Other patient service revenue
(3,198
)
(4,272
)
(10,041
)
(10,483
)
Other medical expense
30,302
19,712
83,564
62,779
Medical margin
$
36,235
$
8,923
$
125,976
$
55,508
_____________________
(1)
Effective for the quarter ended June 30,
2023, we modified the method by which we reconcile medical margin.
Previously, we reconciled medical margin to operating loss as the
most directly comparable measure calculated in accordance with
GAAP. In the current period and on a go-forward basis we will
reconcile to gross profit as we have determined that gross profit
is the most directly comparable GAAP measure.
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version on businesswire.com: https://www.businesswire.com/news/home/20231108788331/en/
Investor Relations Karen Blomquist Vice President,
Investor Relations P3 Health Partners kblomquist@p3hp.org
Kassi Belz Executive Vice President, Communications P3 Health
Partners (904) 415-2744 kbelz@p3hp.org
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