Full Press Release Details
P3 Health Partners Announces Select Preliminary
Full Year 2021 Results, and Introduces 2022 Outlook
Strong revenue growth of 46% for the fourth
quarter and 32% for full year 2021
Full year 2022 revenue expected to be up to
$1 billion, a 56% increase vs. prior year
At-risk Medicare Advantage members expected
to be up 95,000 by end of full year 2022, a 42% increase vs. prior year
Significant improvements in full year 2022
Adjusted EBITDA PMPM, with
Adjusted EBITDA profitability expected in 2024
NV, March 9, 2022 - P3 Health Partners, Inc. ("P3" or the "Company") (NASDAQ: PIII),
a patient-centered and physician-led population health management company, today announced its select preliminary unaudited financial
results and business updates for the fourth quarter and full year ended December 31, 2021, along with its full year 2022 outlook
in advance of the Company's upcoming participation at several investor conferences in March.
"Our preliminary results for 2021 demonstrate continued progress
on our strategic objectives, which we believe provides a solid foundation for P3 Health Partners in 2022," said Dr. Sherif
Abdou, CEO of P3 Health Partners. "Our 2021 revenue is expected to be $642 million, an increase of 32% from the prior year, exceeding
our full-year guidance as we grew our at-risk Medicare Advantage members to 67,000 at year-end. We also continued our national expansion
with our entry into California announced earlier this year, and we're now operating in 5 states and 18 markets as of January 2022."
Dr. Abdou continued, "We anticipate 2022 revenue to reach
up to approximately $1 billion, a 56% increase over the prior year and well ahead of our previous estimate of $825 million, driven by
up to 95,000 at-risk Medicare Advantage members by year-end, representing a 42% increase over the prior year. On the bottom line, we expect
a 50% improvement in adjusted EBITDA per member per month (PMPM) at the midpoint of our guidance. Our balance sheet remains strong, with
approximately $140 million in cash at the end of December 2021, providing ample capital until we achieve profitable adjusted EBITDA
Select Preliminary Unaudited Financial Results
Fourth Quarter 2021:
Full Year 2021 vs. 2020:
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."
"Key Performance Metrics" for additional information on how the Company defines "at-risk Medicare Advantage members."
Full Year 2022 Outlook:
The Company expects full year 2022 revenue between $950 million and
$1.0 billion, representing a 48% to 56% increase over the prior year. The Company expects at-risk Medicare Advantage members between 90,000
and 95,000, at December 31, 2022, representing a 34% to 42% increase over the prior year. P3 also expects adjusted EBITDA loss to
range between $80 million and $50 million reflecting our expected high growth rate and the underlying improving operating performance,
offset by incremental labor expenses related to front line staff, such as nurses, and continued expenses related to COVID-19. On a PMPM
basis, full year 2022 adjusted EBITDA loss is expected to improve to $75 PMPM to $45 PMPM compared to an expected range of $120 PMPM to
$115 PMPM in the prior year, representing a 35% to 63% improvement versus the prior year.
While the Company expects the impact of COVID-19 on our future results
to be transitory, 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.
Dr. Abdou added, "In 2022, we will continue to focus on
operational excellence, delivering improved patient outcomes and executing on our disciplined, purposeful growth strategy. We believe
P3 is now in an excellent position to achieve our vision to lead the transformation of healthcare with our proven, capital-efficient,
The Company currently anticipates filing a Form 12b-25, Notification of Late Filing, no later than April 1, 2022, which will
provide the Company with a 15-calendar day extension to file its Form 10-K. The Company expects to report fourth quarter and audited
full year 2021 financial results on or before April 15, 2022, the expiration date of the extension period. The Company began publicly
trading on the Nasdaq on December 3, 2021, and the Company and its independent auditor, BDO LLP, anticipate needing additional time
to finalize the Company's initial Form 10-K filing. The Company does not expect future delays in subsequent regulatory filings.
About P3 Health Partners
is a patient-centered and physician-led population health management company. Founded and led by physicians, P3 is a team of doctors,
clinicians and support service professionals with a shared passion for delivering value-based care. We leverage our deeply integrated
and capital efficient care model, data and technology, physician leadership and community outreach tools to create enhanced patient outcomes
and experiences, greater satisfaction for providers and caregivers and lower care costs. For more information, visit p3hp.org.
Business Combination 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 (the "Successor" period), which reflects a new basis of accounting that is based
on the fair value of net assets acquired. The preliminary financial results for the quarter and year ended December 31, 2021, presented
in this release combine these two periods.
Non-GAAP Financial Measures
This press release contains certain non-GAAP
financial measures as defined by the SEC rules. Adjusted EBITDA has not been prepared in accordance with United States generally accepted
accounting principles ("GAAP"). 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 following tables 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
| In millions $ | Preliminary | |||||||||||
| For the three months ended | For the three months ended | |||||||||||
| December 31, 2021 | December 31, 2020 | |||||||||||
| Lower range | Upper range | |||||||||||
| Net income (loss) | $ | (94.6 | ) | $ | (89.6 | ) | $ | (14.2 | ) | |||
| Interest (income) expense, net | 4.2 | 4.2 | 3.1 | |||||||||
| Income tax expense (1) | -- | -- | 0.1 | |||||||||
| Depreciation expense | 0.5 | 0.5 | 0.2 | |||||||||
| Amortization expense | 7.3 | 7.3 | -- | |||||||||
| Mark-to-market warrant expense | (0.9 | ) | (0.9 | ) | -- | |||||||
| Premium deficiency reserve | 5.7 | 5.7 | (19.2 | ) | ||||||||
| Transaction expense, Business Combinations | 24.7 | 24.7 | -- | |||||||||
| Transaction related litigation fees | 7.9 | 7.9 | -- | |||||||||
| Stock-based compensation | 10.2 | 10.2 | (0.2 | ) | ||||||||
| Adjusted EBITDA | $ | (35.0 | ) | $ | (30.0 | ) | $ | (30.2 | ) |
| In millions $ | Preliminary Unaudited | |||||||||||
| For the year ended | For the year ended | |||||||||||
| December 31, 2021 | December 31, 2020 | |||||||||||
| Lower range | Upper range | |||||||||||
| Net income (loss) | $ | (180.9 | ) | $ | (175.9 | ) | $ | (45.4 | ) | |||
| Interest (income) expense, net | 17.4 | 17.4 | 10.0 | |||||||||
| Income tax expense (1) | -- | -- | 0.1 | |||||||||
| Depreciation expense | 1.7 | 1.7 | 0.8 | |||||||||
| Amortization expense | 7.3 | 7.3 | -- | |||||||||
| Mark-to-market warrant expense | 11.1 | 11.1 | -- | |||||||||
| Premium deficiency reserve | 10.3 | 10.3 | (20.5 | ) | ||||||||
| Transaction expense, Business Combinations | 25.6 | 25.6 | -- | |||||||||
| Transaction related litigation fees | 7.9 | 7.9 | -- | |||||||||
| Stock-based compensation | 11.6 | 11.6 | 0.4 | |||||||||
| Adjusted EBITDA | $ | (88.0 | ) | $ | (83.0 | ) | $ | (54.6 | ) |
| In PMPM $ | Preliminary Unaudited | |||||||
| For the year ended | ||||||||
| December 31, 2021 | ||||||||
| Lower range | Upper range | |||||||
| Net income (loss) PMPM | $ | (248 | ) | $ | (242 | ) | ||
| Interest (income) expense, net | 24 | 24 | ||||||
| Income tax expense (1) | -- | -- | ||||||
| Depreciation expense | 2 | 2 | ||||||
| Amortization expense | 10 | 10 | ||||||
| Mark-to-market warrant expense | 15 | 15 | ||||||
| Premium deficiency reserve | 14 | 14 | ||||||
| Transaction expense, Business Combinations | 35 | 35 | ||||||
| Transaction related litigation fees | 11 | 11 | ||||||
| Stock-based compensation | 16 | 16 | ||||||
| Adjusted EBITDA PMPM | $ | (120 | ) | $ | (115 | ) |
date of this release, the Company has not finalized its 2021 income tax provision.
We are not able to provide a reconciliation of guidance for Adjusted
EBITDA or Adjusted EBITDA PMPM to net income (loss) or net income (loss) PMPM, the most directly comparable GAAP measures, respectively,
and have not provided forward-looking guidance for net income (loss) or net income (loss) PMPM, because of the variability around select
items that may impact net income (loss), including stock-based compensation and mark-to-market warrant expense, that are not within our
control or cannot be reasonably predicted without unreasonable effort.
Key Performance Metrics
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.
Financial Disclosure Advisory
The Company reports its financial results in accordance with U.S. generally
accepted accounting principles ("GAAP"). The expected financial results discussed in this press release are preliminary and