Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | POS AM |
Amendment Flag | true |
Entity Registrant Name | P3 Health Partners Inc. |
Entity Central Index Key | 0001832511 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | This post-effective amendment is being filed to update the Registration Statement to include information contained in the registrant's Annual Report on Form 10 K and certain other information in such Registration Statement. No additional securities are being registered under this post-effective amendment. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 02, 2021 | Dec. 31, 2020 |
Current Assets | ||
Unrestricted | $ 100,935 | $ 179,512 |
Prepaid expenses | 355,188 | |
TOTAL CURRENT ASSETS | 456,123 | 179,512 |
Deferred offering costs | 215,448 | |
Cash and securities held in Trust Account | 316,267,136 | |
TOTAL ASSETS (1) | 316,723,259 | 394,960 |
Current liabilities | ||
Accrued expenses | 21,284,300 | 2,286 |
Accrued offering costs | 15,450 | 94,960 |
Advance from related parties | 150,000 | |
Promissory note - related party | 275,000 | |
TOTAL CURRENT LIABILITIES | 21,449,750 | 372,246 |
Warrant liabilities | 13,213,259 | |
TOTAL LIABILITIES (1) | 34,663,009 | 372,246 |
COMMITMENTS AND CONTINGENCIES (NOTE 23) | ||
Stockholders' (Deficit) Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | ||
Additional paid-in capital | 24,209 | |
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (34,190,624) | (2,286) |
Total Stockholders' (Deficit) Equity | (34,189,750) | 22,714 |
TOTAL LIABILITIES, MEZZANINE EQUITY & STOCKHOLDERS' EQUITY | 316,723,259 | 394,960 |
Common Class A | ||
Stockholders' (Deficit) Equity | ||
Common stock | 874 | |
Class A Common Stock subject to possible redemption | ||
Current liabilities | ||
Units Subject to Possible Redemption (Predecessor) | $ 316,250,000 | |
Common Class B | ||
Stockholders' (Deficit) Equity | ||
Common stock | $ 791 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock authorized | 1,000,000 | 1,000,000 | ||
Preferred stock issued | 0 | 0 | ||
Preferred stock outstanding | 0 | 0 | 0 | 0 |
Common Class A | ||||
Units Subject to Possible Redemption | 31,625,000 | 0 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 200,000,000 | 200,000,000 | ||
Common stock shares issued | 832,500 | 7,906,250 | ||
Common stock shares outstanding | 832,500 | 7,906,250 | ||
Class A Common Stock subject to possible redemption | ||||
Units Subject to Possible Redemption | 31,625,000 | 0 | ||
Class A common stock not subject to possible redemption | ||||
Common stock shares issued | 8,738,750 | 8,738,750 | ||
Common stock shares outstanding | 8,738,750 | 8,738,750 | ||
Common Class B | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 20,000,000 | 20,000,000 | ||
Common stock shares issued | 7,906,250 | 7,906,250 | ||
Common stock shares outstanding | 7,906,250 | 7,906,250 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS | 11 Months Ended |
Dec. 02, 2021 USD ($) $ / shares shares | |
General and administrative expenses | $ 22,747,817 |
OPERATING LOSS | (22,747,817) |
Other income (expense): | |
Interest income | 24 |
Interest earned on marketable securities held in Trust Account | 17,136 |
Change in fair value of warrant liabilities | (2,074,467) |
TOTAL OTHER INCOME (EXPENSE) | 2,057,307 |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | (24,805,124) |
Common Class A | |
Other income (expense): | |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ (24,805,124) |
Weighted Average Class A Common Shares Outstanding - Basic | shares | 29,692,013 |
Diluted weighted average shares outstanding | shares | 29,692,013 |
Basic net loss per share | $ / shares | $ (0.84) |
Diluted net loss per share | $ / shares | $ (0.84) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Class B Common Stock | Common Class B | Class A Common Stock subject to possible redemption Common Stock | Additional Paid-in Capital | Accumulated Deficit | Private Placement | Total |
Beginning balance at Aug. 19, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Aug. 19, 2020 | 0 | 0 | |||||
Issuance of Class B common stock to Sponsor | $ 791 | 24,209 | 25,000 | ||||
Issuance of Class B common stock to Sponsor (in shares) | 7,906,250 | ||||||
Net loss | $ (2,286) | (2,286) | (2,286) | ||||
Ending balance at Dec. 31, 2020 | $ 791 | 24,209 | (2,286) | 22,714 | |||
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Dec. 31, 2020 | 7,906,250 | ||||||
Accretion for Class A ordinary shares to redemption amount | (8,068,251) | (9,383,214) | (17,451,465) | ||||
Sale of 832,500 Private Placement Units,Net | $ 83 | 8,044,042 | 8,044,125 | ||||
Shares issued (in shares) | 832,500 | 832,500 | |||||
October 4, 2021 Class B conversion | $ (791) | $ 791 | |||||
October 4, 2021 Class B conversion (in shares) | (7,906,250) | 7,906,250 | |||||
Net loss | (24,805,124) | (24,805,124) | |||||
Ending balance at Dec. 02, 2021 | $ 874 | (34,190,624) | (34,189,750) | ||||
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Dec. 02, 2021 | 8,738,750 | ||||||
Beginning balance at Dec. 31, 2020 | $ 791 | $ 24,209 | (2,286) | 22,714 | |||
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Dec. 31, 2020 | 7,906,250 | ||||||
Beginning balance at Dec. 02, 2021 | $ 874 | (34,190,624) | (34,189,750) | ||||
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Dec. 02, 2021 | 8,738,750 | ||||||
Beginning balance at Dec. 02, 2021 | $ 874 | $ (34,190,624) | $ (34,189,750) | ||||
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Dec. 02, 2021 | 8,738,750 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) | 11 Months Ended |
Dec. 02, 2021 shares | |
Private Placement | |
Shares issued (in shares) | 832,500 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 4 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Dec. 02, 2021 | |
Cash Flows from Operating Activities: | ||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ (2,286) | $ (24,805,124) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (17,136) | |
Change in fair value of warrant liabilities | 2,074,467 | |
Transaction costs incurred in connection with IPO | 234,419 | |
Changes in Assets and Liabilities: | ||
Prepaid expenses | (355,188) | |
Accounts payable and accrued expenses | 2,286 | 21,282,014 |
Net Cash used in Operating Activities | (1,586,548) | |
Cash Flows from Investing activities | ||
Investment of cash into trust Account | (316,250,000) | |
Net Cash used in Investing Activities | (316,250,000) | |
Cash Flows From Financing activities | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 309,924,999 | |
Proceeds from sale of Private Placements Warrants | 8,325,000 | |
Proceeds from convertible promissory note - related party | 275,000 | |
Advances from related party | 150,000 | |
Repayment of convertible promissory note - related party | (275,000) | |
Payment of offering costs | (120,488) | (367,028) |
Net Cash used in (provided by) Financing Activities | 179,512 | 317,757,971 |
Net (Decrease) Increase in Cash | 179,512 | (78,577) |
Cash and Restricted Cash, Beginning of Period | 179,512 | |
Cash and Restricted Cash, End of Period | 179,512 | 100,935 |
Non-cash investing and financing activities: | ||
Offering costs included in accrued offering cost | $ 94,960 | 15,450 |
Initial classification of Class A common stock subject to possible redemption | $ 316,250,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 11 Months Ended |
Dec. 02, 2021 | |
Organization and Basis of Presentation | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS P3 Health Partners Inc. (f/k/a Foresight Acquisition Corp.) (the “Company”) was incorporated in Delaware on August 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has three non-operating, wholly-owned subsidiaries, which were formed to facilitate the merger with P3 Health Group Holdings (see below), FAC Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), FAC-A Merger Sub Corp., a Delaware corporation (“Merger Corp-A”), and FAC-B Merger Sub Corp., a Delaware corporation (“Merger Corp-B” and, together with Merger Corp-A, the “Merger Corps” and each, a “Merger Corp”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On December 3, 2021 (the “Closing Date”), the Company consummated the previously announced business combinations (the “Business Combinations”) pursuant to (1) the agreement and plan of merger, dated as of May 25, 2021 (as amended, the “Merger Agreement”), by and among P3 Health Group Holdings (“P3”), and FAC Merger Sub LLC, and (2) the transaction and combination agreement, dated as of May 25, 2021 (as amended, the “Transaction and Combination Agreement” and together with the Merger Agreement, the “Transaction Agreements”), by and among Foresight and the Merger Corps, CPF P3 Blocker-A, LLC, a Delaware limited liability company (“Blocker-A”), CPF P3 Blocker-B, LLC, a Delaware limited liability company (“Blocker-B” and, together with Blocker-A, the “Blockers” and each, a “Blocker”), CPF P3 Splitter, LLC, a Delaware limited liability company (“Splitter”), Chicago Pacific Founders Fund-A, L.P., a Delaware limited partnership (“Blocker A Seller”), and Chicago Pacific Founders Fund-B, L.P., a Delaware limited partnership (“Blocker B Seller” and, together with Blocker A Seller, the “Blocker Sellers” and each, a “Blocker Seller”), pursuant to which, among other things, P3 Health Group Holdings merged with and into Merger Sub (the “P3 Merger”), with Merger Sub as the surviving company, which was renamed P3 Health Group, LLC (“P3 LLC”), and the Merger Corps merged with and into the Blockers, with the Blockers as the surviving entities and wholly-owned subsidiaries of the Company (collectively, the “Business Combinations”). Upon completion of the Business Combinations (the “Closing”), the Company and P3 LLC were organized in an “Up-C” structure in which all of the P3 LLC operating subsidiaries are held directly or indirectly by P3 LLC, and the Company directly owned approximately 17.1% of P3 LLC and became the sole manager of P3 LLC. PIPE Investment On December 3, 2021, certain investors (the “Subscribers”) purchased from the Company an aggregate of 20,370,307 shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $203.7 million, pursuant to separate subscription agreements (the “Subscription Agreements”) entered into effective as of May 25, 2021, as amended by the Consent and Amendment to Subscription Agreement, entered into on November 19, 2021. Pursuant to the Subscription Agreements, the Company gave certain registration rights to the Subscribers with respect to the PIPE Shares. The sale of PIPE Shares was consummated concurrently with the Closing. In connection with the Closing, the Company also issued (i) 8,732,517 shares of Class A Common Stock to the Blocker Sellers (including 723,291 shares of Class A Common Stock held by the escrow agent) pursuant to the Transaction and Combination Agreement, and (ii) 202,024,923 shares of Class V Common Stock to the P3 Sellers other than the Blocker Sellers (including 17,923,782 shares of Class V Common Stock held by the escrow agent), pursuant to the Merger Agreement. Business Prior to the Business Combination As of December 2, 2021, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through December 2, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2021. On February 12, 2021, the Company consummated the Initial Public Offering of 31,625,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 4,125,000 Units, at $10.00 per Unit, generating gross proceeds of $316,250,000, which is described in Note 3. On October 4, 2021, all outstanding shares of Class B Common Stock were converted into shares of Class A Common Stock on a one-for-one basis at the direction of the holders. The transfer restrictions and agreement to waive redemption rights and rights to liquidating distributions apply to the shares of Class A Common Stock received upon conversion of the Class B Common Stock. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 832,500 units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Foresight Sponsor Group, LLC (the “Sponsor”) and FA Co-Investment LLC (an affiliate of one of the underwriters of the Initial Public Offering) ( “FA Co-Investment” and, together with the Sponsor, the “Sponsors”) generating gross proceeds of $8,325,000, which is described in Note 4. Transaction costs amounted to $6,827,967, consisting of $6,325,000 of underwriting fees, and $502,967 of other offering costs. Following the closing of the Initial Public Offering on February 12, 2021, an amount of $316,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. Liquidity and Going Concern As of December 2, 2021, the Company had $100,935 in its operating bank accounts, $316,267,136 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and a working capital deficit of $20,793,627, which excludes franchise taxes payable of $200,000. On August 19, 2021, the sponsor committed to provide up to $300,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The loans, if issued, will be non-interest bearing, unsecured and will be repaid upon the consummation of an initial business combination. If the Company had not consummated the initial business combination, all amounts loaned to the Company would have been forgiven except to the extent the Company had funds available outside of the Trust Account to repay such loans. On October 27, 2021, the sponsor committed to provide up to an additional $600,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The loans will follow the same structure as the $300,000 working capital loans as described above. The total commitment provided by the Sponsor will total $900,000, none of which had been borrowed as of December 2, 2021. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination, which was the Business Combination with P3. The Company completed its Business Combination with P3 on December 3, 2021. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that its future capital requirements will depend on many factors, including its rate of growth, ability to manage costs and its ability to raise additional capital when needed. There can be no assurance that such financing will be available on commercially acceptable terms. If the Company is unable to obtain additional funding when needed, it will have to curtail it activities and reduce costs. As a result of these matters, substantial doubt exists about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. The accompanying financial statements do not include any adjustment that might result from the outcome of these uncertainties. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 11 Months Ended |
Dec. 02, 2021 | |
Significant Accounting Policies | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the private warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 2, 2021 and December 31, 2020. Cash Held in Trust Account At December 2, 2021, substantially all of the assets held in the Trust Account were held cash. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 2, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice simulation approach (see Note 11). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using 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 that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 2, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception The effective tax rate differs from the statutory tax rate of 21% for the year ended December 2, 2021 due to the valuation allowance recorded on the Company’s net operating losses and permanent differences. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,819,167 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from For the Period from January 1, August 20, 2020 (Inception) 2021 through through December 2, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (24,805,124) $ — $ — $ (2,286) Denominator: Basic and diluted weighted average stock outstanding 29,692,013 — — 6,875,000 Basic and diluted net loss per common stock $ (0.84) $ — $ — $ (0.00) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 11 Months Ended |
Dec. 02, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3 —INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 31,625,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 4,125,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 10). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 11 Months Ended |
Dec. 02, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsors have agreed to purchase an aggregate of 832,500 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $8,325,000, in a private placement. Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third of one warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Units were added to the proceeds from the Initial Public Offering to be held in the Trust Account. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 11 Months Ended |
Dec. 02, 2021 | |
Related Parties | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In October 2020, the Sponsors purchased an aggregate of 7,906,250 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 1,031,250 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. On October 4, 2021, all outstanding shares of Class B Common Stock were converted into shares of Class A Common Stock on a one Promissory Notes—Related Parties On October 22, 2020 and October 27, 2020, the Sponsors issued unsecured promissory notes to the Company (the “Promissory Notes”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Notes are non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Notes of $275,000 as of December 31, 2020 was repaid at the closing of the Initial Public Offering on February 12, 2021. Borrowings under the Promissory Note are no longer available. On August 19, 2021, our Sponsor committed to provide us with an aggregate of $300,000 in loans. The loans, if issued, would have been non-interest bearing, unsecured and would be repaid upon the consummation of an initial business combination. If the Company had not consummated an initial business combination, all amounts loaned to the Company would have been forgiven except to the extent that the Company had funds available outside of the Trust Account to repay such loans. On October 27, 2021, the sponsor committed to provide up to an additional $600,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The total commitment provided by the sponsor will total $900,000, none of which had been borrowed as of December 2, 2021. Advances from Related Party and Due to Sponsor As of December 2, 2021, the Sponsor advanced the Company an aggregate of $150,000 in working capital loans to pay for certain operating costs. The advances are non-interest bearing and are due on demand. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 2, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans . Administrative Services Agreement The Company agreed, commencing on February 9, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, administrative and support services. For the year ended December 2, 2021, the Company incurred and paid $99,745 of such fees. As of December 2, 2021, $20,000 remained unpaid in the accrued expenses line item on the balance sheet. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 11 Months Ended |
Dec. 02, 2021 | |
Commitments and Contingencies. | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 9, 2021, the holders of the Founder Shares, Private Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or upon the exercise of any warrants included within units issued upon conversion of Working Capital Loans will be entitled to registration rights to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, FA Co-Investment may not exercise its demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which this prospectus forms a part and may not exercise its demand rights on more than one occasion. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company engaged the underwriters to act as advisors in connection with its Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist in obtaining stockholder approval for the Business Combination and assist with the Company’s press releases and public filings in connection with the Business Combination. The Company will pay the underwriters a fee for such services upon the consummation of its Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, including any proceeds from the full or partial exercise of the over-allotment option. As a result of the Business Combination, Cowen & Company, will be paid $8,500,000 million in relation to the work they performed as described in the aforementioned Business Combination Marketing Agreement. |
CLASS A COMMON STOCK SUBJECT TO
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | 11 Months Ended |
Dec. 02, 2021 | |
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | |
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | NOTE 7—CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Class A Common Stock issued outstanding Prior to the Company’s initial Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the Company’s board of directors for any reason. On any other matter submitted to a vote of the Company’s stockholders, holders of Class A common stock and holders of Class B common stock will vote together as a single class, except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of the Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 11 Months Ended |
Dec. 02, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock issued outstanding Class B Common Stock |
INCOME TAX
INCOME TAX | 11 Months Ended |
Dec. 02, 2021 | |
Income Taxes | |
INCOME TAX | NOTE 9 — INCOME TAX The Company’s net deferred tax assets at December 2, 2021 and 2020 is as follows: December 2, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 38,800 $ 480 Startup/Organization Expenses 4,728,629 — Total deferred tax assets, net 4,767,429 480 Valuation Allowance (4,767,429) (480) Deferred tax assets, net of valuation allowance $ — $ — The income tax provision (benefit) for the period from January 1, 2021 through December 2, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020 consists of the following: For the period from For the period from January 1, 2021 through August 20, 2020 (inception) December 2, through December 31, 2021 2020 Federal Current $ — $ — Deferred benefit (4,773,438) (480) State and Local Current — — Deferred — — Change in valuation allowance 4,773,438 480 Income tax provision $ — $ — As of December 2, 2021 and December 31, 2020, the Company had $182,476 and $2,286 of U.S. federal net operating loss carryovers available to offset future taxable income. These net operating loss carryovers do not expire and may offset up to 80% of taxable income in any given year. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 1, 2021 through December 2, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $4,773,438 and $480, respectively. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 2, December 31, 2021 2020 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrant liabilities (1.76) % 0.00 % Transaction costs incurred in connection with IPO 0.00 % 0.00 % Fair value of warrant liability in excess of proceeds from Private Placement 0.00 % 0.00 % Change in valuation allowance (19.24) % (21.00) % Income tax provision 0.00 % 0.00 % The Company files income tax returns in the U.S. federal jurisdiction. The Company’s tax returns since inception remain open to examination by the taxing authorities. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 11 Months Ended |
Dec. 02, 2021 | |
WARRANT LIABILITIES | |
WARRANT LIABILITIES | NOTE 10 — WARRANT LIABILITIES Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the fair market value of the Class A common stock; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30 - day period after written notice of redemption is given. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 11 Months Ended |
Dec. 02, 2021 | |
Fair Value Measurements and Hierarchy | |
FAIR VALUE MEASUREMENTS | NOTE 11 —FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 2, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 2, Description Level 2021 Liabilities: Warrant Liability - Public Warrants 1 12,860,834 Warrant Liability - Private Placement Warrants 3 288,925 Warrant Liability - Underwriter Warrants 3 63,500 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and remeasured on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Measurement The Company utilizes a Cox-Ross-Rubenstein lattice model to value the warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 3, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement and December 3, 2021 (Private Placement Warrants only): February 12, 2021 (Initial Measurement) December 3, 2021 Risk-free interest rate 0.56 % 1.13 % Trading days per year 252 252 Expected volatility 17.8 % 21.0 % Exercise price $ 11.50 $ 11.50 Stock Price $ 9.65 $ 9.48 On February 12, 2021, the fair value of the Private Placement Warrants and Public Warrants were determined to be $1.05 and $1.03 per warrant for aggregate values of $0.2 million and $10.8 million, respectively. On December 2, 2021, the fair value of the Private Placement Warrants and Public Warrants were determined to be $1.22 and $1.27 per warrant for aggregate values of $0.3 million and $12.8 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 12, 2021 (including over-allotment) 280,875 10,857,917 11,138,792 Change in valuation inputs or other assumptions $ 71,550 $ 2,002,917 $ 2,074,467 Fair value as of December 2, 2021 $ 352,425 $ 12,860,834 $ 13,213,259 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $12,860,834 during the period from February 12, 2021 through December 2, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 11 Months Ended |
Dec. 02, 2021 | |
Subsequent Events | |
SUBSEQUENT EVENTS | NOTE 12 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than as follows: On December 3, 2021, the Company consummated the previously announced business combinations pursuant to (1) the agreement and plan of merger, dated as of May 25, 2021, by and among P3 Health Group Holdings, and FAC Merger Sub LLC, and (2) the transaction and combination agreement, dated as of May 25, 2021, by and among Foresight and the Merger Corps, CPF P3 Blocker-A, LLC, , CPF P3 Blocker-B, LLC, , CPF P3 Splitter, LLC, , Chicago Pacific Founders Fund-A, L.P, and Chicago Pacific Founders Fund-B, L.P., , pursuant to which, among other things, P3 Health Group Holdings merged with and into Merger Sub, with Merger Sub as the surviving company, which was renamed P3 Health Group, LLC, and the Merger Corps merged with and into the Blockers, with the Blockers as the surviving entities and wholly-owned subsidiaries of the Company. Upon completion of the Business Combinations, the Company and P3 LLC were organized in an “Up-C” structure in which all of the P3 LLC operating subsidiaries are held directly or indirectly by P3 LLC, and the Company directly owned approximately 17.1% of P3 LLC and became the sole manager of P3 LLC. Following the Closing, substantially all of the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC. In connection with the Closing, the Company changed its name from “Foresight Acquisition Corp.” to “P3 Health Partners Inc.” |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 11 Months Ended |
Dec. 02, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the private warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 2, 2021 and December 31, 2020. |
Cash Held in Trust Account | Cash Held in Trust Account At December 2, 2021, substantially all of the assets held in the Trust Account were held cash. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 2, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice simulation approach (see Note 11). |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using 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 that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 2, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception The effective tax rate differs from the statutory tax rate of 21% for the year ended December 2, 2021 due to the valuation allowance recorded on the Company’s net operating losses and permanent differences. |
Net Loss per Common Share | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,819,167 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from For the Period from January 1, August 20, 2020 (Inception) 2021 through through December 2, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (24,805,124) $ — $ — $ (2,286) Denominator: Basic and diluted weighted average stock outstanding 29,692,013 — — 6,875,000 Basic and diluted net loss per common stock $ (0.84) $ — $ — $ (0.00) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 11 Months Ended |
Dec. 02, 2021 | |
Significant Accounting Policies | |
Schedule of computation of net loss per share and weighted average shares | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from For the Period from January 1, August 20, 2020 (Inception) 2021 through through December 2, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (24,805,124) $ — $ — $ (2,286) Denominator: Basic and diluted weighted average stock outstanding 29,692,013 — — 6,875,000 Basic and diluted net loss per common stock $ (0.84) $ — $ — $ (0.00) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 11 Months Ended |
Dec. 02, 2021 | |
Income Taxes | |
Schedule of net deferred tax assets | December 2, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 38,800 $ 480 Startup/Organization Expenses 4,728,629 — Total deferred tax assets, net 4,767,429 480 Valuation Allowance (4,767,429) (480) Deferred tax assets, net of valuation allowance $ — $ — |
Schedule of income tax provision (benefit) | For the period from For the period from January 1, 2021 through August 20, 2020 (inception) December 2, through December 31, 2021 2020 Federal Current $ — $ — Deferred benefit (4,773,438) (480) State and Local Current — — Deferred — — Change in valuation allowance 4,773,438 480 Income tax provision $ — $ — |
Schedule of reconciliation of federal statutory income tax rate | December 2, December 31, 2021 2020 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrant liabilities (1.76) % 0.00 % Transaction costs incurred in connection with IPO 0.00 % 0.00 % Fair value of warrant liability in excess of proceeds from Private Placement 0.00 % 0.00 % Change in valuation allowance (19.24) % (21.00) % Income tax provision 0.00 % 0.00 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 11 Months Ended |
Dec. 02, 2021 | |
Fair Value Measurements and Hierarchy | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | December 2, Description Level 2021 Liabilities: Warrant Liability - Public Warrants 1 12,860,834 Warrant Liability - Private Placement Warrants 3 288,925 Warrant Liability - Underwriter Warrants 3 63,500 |
Schedule of quantitative information regarding initial measurement | February 12, 2021 (Initial Measurement) December 3, 2021 Risk-free interest rate 0.56 % 1.13 % Trading days per year 252 252 Expected volatility 17.8 % 21.0 % Exercise price $ 11.50 $ 11.50 Stock Price $ 9.65 $ 9.48 |
Schedule of changes in the fair value | Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 12, 2021 (including over-allotment) 280,875 10,857,917 11,138,792 Change in valuation inputs or other assumptions $ 71,550 $ 2,002,917 $ 2,074,467 Fair value as of December 2, 2021 $ 352,425 $ 12,860,834 $ 13,213,259 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | 11 Months Ended | |||||
Dec. 03, 2021 | Feb. 12, 2021 | Dec. 02, 2021 | Oct. 27, 2021 | Aug. 19, 2021 | Dec. 31, 2020 | |
Entity incorporation, date of incorporation | Aug. 20, 2020 | |||||
Proceeds from issuance of IPO | $ 309,924,999 | |||||
Proceeds from issuance of Private Placement | 8,325,000 | |||||
Stock issuance costs | $ 6,827,967 | |||||
Underwriting fees | 6,325,000 | |||||
Other offering costs | $ 502,967 | |||||
Restricted investments term | 185 days | |||||
Aggregate purchase price | 8,044,125 | |||||
Cash | 100,935 | $ 179,512 | ||||
Assets held-in-trust, noncurrent | 316,267,136 | |||||
Net working capital | 20,793,627 | |||||
Franchise tax payable | 200,000 | |||||
P3 Health Group, LLC | ||||||
Business acquisition, percentage of voting interest acquired | 17.10% | |||||
Sponsor | Working capital loans | ||||||
Working capital initial commitment amount | $ 300,000 | |||||
Working capital loans additional commitment amount | $ 600,000 | |||||
Working capital loans commitment amount | $ 900,000 | |||||
Private Placement | ||||||
Shares issued in private placement | 832,500 | |||||
Private Placement | Sponsor | ||||||
Shares issued in private placement | 832,500 | |||||
Shares issued price per share | $ 10 | |||||
Proceeds from issuance of Private Placement | $ 8,325,000 | |||||
Common Class A | Blocker | Transaction and Combination Agreement | ||||||
Purchase consideration | 8,732,517 | |||||
Number of shares held by escrow agent | 723,291 | |||||
Common Class A | PIPE Investment | ||||||
Shares issued in private placement | 20,370,307 | |||||
Share price | $ 10 | |||||
Aggregate purchase price | $ 203,700,000 | |||||
Common Class A | IPO [Member] | ||||||
Shares issued in private placement | 31,625,000 | |||||
Shares issued price per share | $ 10 | |||||
Proceeds from issuance of IPO | $ 316,250,000 | |||||
Common Class A | Over-Allotment Option [Member] | ||||||
Shares issued in private placement | 4,125,000 | |||||
Common Class V | P3 Sellers | Merger Agreement | ||||||
Purchase consideration | 202,024,923 | |||||
Number of shares held by escrow agent | 17,923,782 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Basic and Diluted Net Income Per Share (Details) - USD ($) | 4 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Dec. 02, 2021 | |
Numerator: | ||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | $ (2,286) | $ (24,805,124) |
Common Class A | ||
Numerator: | ||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | $ (24,805,124) | |
Denominator: | ||
Weighted Average Class A Common Shares Outstanding - Basic | 29,692,013 | |
Diluted weighted average shares outstanding | 29,692,013 | |
Basic net loss per share | $ (0.84) | |
Diluted net loss per share | $ (0.84) | |
Class B common stock | ||
Numerator: | ||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | $ (2,286) | |
Denominator: | ||
Weighted Average Class A Common Shares Outstanding - Basic | 6,875,000 | |
Diluted weighted average shares outstanding | 6,875,000 | |
Basic net loss per share | $ 0 | |
Diluted net loss per share | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 4 Months Ended | 11 Months Ended | ||||
Dec. 31, 2020 | Dec. 02, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 31, 2020 | |
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 | 0 | 0 | 0 | 0 |
Accrued for interest and penalties | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Statutory federal income tax rate | 21% | 21% | ||||
Common Class A | ||||||
Class of warrant or right, number of securities called by warrants or rights | 10,819,167 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Feb. 12, 2021 | Dec. 02, 2021 |
Public Warrants | ||
Exercise price | $ 1.03 | $ 1.27 |
Common Class A | Public Warrants | ||
Stock conversion basis | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). | |
Shares issuable per warrant | 1 | |
Exercise price | $ 11.50 | |
IPO [Member] | Common Class A | ||
Shares issued in private placement | 31,625,000 | |
Shares issued price per share | $ 10 | |
Over-Allotment Option [Member] | Common Class A | ||
Shares issued in private placement | 4,125,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 11 Months Ended | |
Feb. 12, 2021 | Dec. 02, 2021 | |
Proceeds from issuance of Private Placement | $ 8,325,000 | |
Private Placement Warrants | ||
Exercise price | $ 1.05 | $ 1.22 |
Private Placement | ||
Shares issued in private placement | 832,500 | |
Sponsor | Private Placement | ||
Shares issued in private placement | 832,500 | |
Shares issued price per share | $ 10 | |
Proceeds from issuance of Private Placement | $ 8,325,000 | |
Common Class A | Private Placement Warrants | ||
Shares issuable per warrant | 1 | |
Exercise price | $ 11.50 | |
Common Class A | Private Placement | ||
Stock conversion basis | Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third of one warrant (each, a “Private Placement Warrant”). |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended | 4 Months Ended | 11 Months Ended | |||||||
Oct. 04, 2021 | Sep. 02, 2021 USD ($) | Oct. 31, 2020 USD ($) shares | Dec. 31, 2020 USD ($) shares | Dec. 02, 2021 USD ($) $ / shares shares | Oct. 27, 2021 USD ($) | Aug. 19, 2021 USD ($) | Aug. 02, 2021 USD ($) | Feb. 12, 2021 USD ($) | Oct. 27, 2020 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||||
Due to Related Parties | 275,000 | |||||||||
Advance from related party | 275,000 | |||||||||
Related party transaction expenses incurred | $ 99,745 | |||||||||
Promissory Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt face amount | $ | $ 300,000 | |||||||||
Debt Instrument Interest Rate | 0% | |||||||||
Debt Instrument Maturity Date Description | payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. | |||||||||
Due to Related Parties | $ 275,000 | |||||||||
Working capital loans | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to Related Parties | $ 0 | $ 0 | ||||||||
Debt Instrument Convertible Into Warrants | $ 1,500,000 | |||||||||
Debt Instrument Conversion Price | $ / shares | $ 10 | |||||||||
Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt face amount | $ | $ 300,000 | |||||||||
Sponsor | Working capital loans | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working Capital Loans Additional Commitment Amount | $ 600,000 | |||||||||
Working Capital Loans Commitment Amount | $ 900,000 | |||||||||
Advance from related party | 150,000 | |||||||||
Sponsor | Administrative Services Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to Related Parties | $ 20,000 | |||||||||
Related party transaction, amounts | $ 10,000 | |||||||||
Common Class A | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Units Subject to Possible Redemption | shares | 0 | 31,625,000 | ||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.01 | |||||||||
Common Class A | Sponsor | Share price equals or exceeds $12.00 | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of consecutive trading days for determining share price | 20 days | |||||||||
Number of trading days for determining share price | 30 days | |||||||||
Threshold Number Of Trading Days For Determining Share PriceFrom Date Of Business Combination | 150 days | |||||||||
Share transfer trigger price per share | $ / shares | $ 12 | |||||||||
Common Class A | Sponsor | Founder Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Units Subject to Possible Redemption | shares | 1,031,250 | 0 | ||||||||
Class B common stock | Founder Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, threshold percentage on conversion of shares | 20% | |||||||||
Class B common stock | Sponsor | Founder Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period for services Shares | shares | 7,906,250 | |||||||||
Stock shares issued during the period for services value | $ 25,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 11 Months Ended |
Dec. 02, 2021 USD ($) | |
Commitments and Contingencies. | |
Percentage of Underwriting Fee on IPO Proceeds | 3.50% |
Business combination costs | $ 8,500,000 |
CLASS A COMMON STOCK SUBJECT _2
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details) - Common Class A | Dec. 02, 2021 Vote $ / shares shares | Dec. 31, 2020 shares |
Temporary Equity [Line Items] | ||
Temporary Equity, Shares Authorized | 200,000,000 | |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |
Number of votes per share | Vote | 1 | |
Temporary equity, shares issued | 31,625,000 | 0 |
Units Subject to Possible Redemption | 31,625,000 | 0 |
Conversion of Class B To Class A Common Stock [Member] | ||
Temporary Equity [Line Items] | ||
Minimum threshold percentage of common stock outstanding on conversion from one class to another | 20% |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | Dec. 02, 2021 $ / shares shares | Oct. 04, 2021 | Jun. 30, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 $ / shares shares |
Class of Stock [Line Items] | |||||
Preferred stock authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock issued | 0 | 0 | |||
Preferred stock outstanding | 0 | 0 | 0 | 0 | |
Common Class A | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 200,000,000 | 200,000,000 | |||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common Stock Voting Rights | one vote for each share | ||||
Common stock shares issued | 832,500 | 7,906,250 | |||
Common stock shares outstanding | 832,500 | 7,906,250 | |||
Conversion ratio | 0.01 | ||||
Class B common stock | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 20,000,000 | 20,000,000 | |||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common Stock Voting Rights | one vote for each share | ||||
Common stock shares issued | 7,906,250 | 7,906,250 | |||
Common stock shares outstanding | 7,906,250 | 7,906,250 |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax assets (Details) - USD ($) | Dec. 02, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforward | $ 38,800 | $ 480 |
Startup/Organization Expenses | 4,728,629 | |
Total deferred tax assets | 4,767,429 | 480 |
Valuation Allowance | $ (4,767,429) | $ (480) |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (benefit) (Details) - USD ($) | 4 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Dec. 02, 2021 | |
Income Taxes | ||
Deferred benefit | $ (480) | $ (4,773,438) |
Change in valuation allowance | $ 480 | $ 4,773,438 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 4 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Dec. 02, 2021 | |
INCOME TAX | ||
Net operating loss carryovers maximum offset percentage | 80% | |
Change in valuation allowance | $ 480 | $ 4,773,438 |
U.S. federal | ||
INCOME TAX | ||
Net operating loss carryovers | $ 2,286 | $ 182,476 |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of federal statutory income tax rate (Details) | 4 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Dec. 02, 2021 | |
Income Taxes | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 0% | 0% |
Change in fair value of warrant liabilities | 0% | (1.76%) |
Transaction costs incurred in connection with IPO | 0% | 0% |
Fair value of warrant liability in excess of proceeds from Private Placement | 0% | 0% |
Change in valuation allowance | (21.00%) | (19.24%) |
Income tax provision | 0% | 0% |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) | 11 Months Ended |
Dec. 02, 2021 $ / shares | |
Event Triggering Warrant Redemption [Member] | |
Class of Warrant or Right [Line Items] | |
Share price | $ 9.20 |
Proceeds from equity proceeds from business combination as a percentage of total equity proceeds | 60% |
Number of trading days | 20 days |
Volume weighted average price per share | $ 9.20 |
Event Triggering Warrant Redemption [Member] | Trigger Price One [Member] | |
Class of Warrant or Right [Line Items] | |
Redemption trigger price as a percentage of newly issued price | 115% |
Class of warrants or rights redemption trigger price | $ 18 |
Event Triggering Warrant Redemption [Member] | Trigger Price Two [Member] | |
Class of Warrant or Right [Line Items] | |
Redemption trigger price as a percentage of newly issued price | 180% |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Number of days from which warrants become exercisable after the completion of business combination | 30 days |
Number of Months from which warrants become exercisable after the completion of Business Combination | 12 months |
Expected term of warrants | 5 years |
Number of business days after the closing of business combination made efforts for SEC registration statement | 20 days |
Number of business days within which registration statement shall be effective on closure of business combination | 60 days |
Private Placement Warrants | Share Price Equals Or Exceeds 18 Usd [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants or rights redemption per share | $ 0.01 |
Warrant redemption,minimum days for prior written notice of redemption | 30 days |
Share price | $ 18 |
Number of consecutive trading days to determine call of warrant redemption | 20 days |
Number of trading days to determine call of warrant redemption | 30 days |
Private Placement Warrants | Share Price Equals Or Exceeds 10 Usd [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants or rights redemption per share | $ 0.10 |
Warrant redemption,minimum days for prior written notice of redemption | 30 days |
Share price | $ 10 |
Threshold period common stock available during the redemption Period | 30 days |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Details) | Dec. 02, 2021 USD ($) |
Public Warrants | |
Liabilities: | |
Warrant Liability | $ 12,860,834 |
Private Placement Warrants | |
Liabilities: | |
Warrant Liability | 288,925 |
Underwriter Warrants [Member] | |
Liabilities: | |
Warrant Liability | $ 63,500 |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary of Fair Value Measurement Inputs and Valuation Techniques (Details) - Private Placement Warrants | Dec. 03, 2021 item $ / shares Y | Feb. 12, 2021 item $ / shares Y |
Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | item | 0.0113 | 0.0056 |
Trading days per year [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | Y | 252 | 252 |
Expected volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | item | 0.210 | 0.178 |
Exercise price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 11.50 | 11.50 |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 9.48 | 9.65 |
FAIR VALUE MEASUREMENTS - Sum_3
FAIR VALUE MEASUREMENTS - Summary of Change in the Fair Value of the Warrant Liabilities (Details) | 11 Months Ended |
Dec. 02, 2021 USD ($) | |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | |
Initial measurement on February 12, 2021 (including over-allotment) | $ 280,875 |
Change in valuation inputs or other assumptions | 71,550 |
Ending balance | 352,425 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | |
Initial measurement on February 12, 2021 (including over-allotment) | 10,857,917 |
Change in valuation inputs or other assumptions | 2,002,917 |
Ending balance | 12,860,834 |
Warrant Liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | |
Initial measurement on February 12, 2021 (including over-allotment) | 11,138,792 |
Change in valuation inputs or other assumptions | 2,074,467 |
Ending balance | $ 13,213,259 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) | 10 Months Ended | ||
Dec. 02, 2021 | Feb. 12, 2021 | Dec. 02, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Transfers out of Level 3 | $ 12,860,834 | ||
Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Exercise price (in $ per share) | $ 1.27 | $ 1.03 | $ 1.27 |
Aggregate value of warrants | $ 12,800,000 | $ 10,800,000 | |
Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Exercise price (in $ per share) | $ 1.22 | $ 1.05 | $ 1.22 |
Aggregate value of warrants | $ 300,000 | $ 200,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - P3 Health Group, LLC | Dec. 03, 2021 |
Subsequent Event [Line Items] | |
Business acquisition, percentage of voting interest acquired | 17.10% |
Subsequent Event | |
Subsequent Event [Line Items] | |
Business acquisition, percentage of voting interest acquired | 17.10% |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 03, 2021 | Dec. 02, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
CURRENT ASSETS: | ||||||||||||
Cash | $ 100,935 | $ 179,512 | ||||||||||
TOTAL CURRENT ASSETS | 456,123 | 179,512 | ||||||||||
LONG-TERM ASSETS: | ||||||||||||
TOTAL ASSETS (1) | 316,723,259 | 394,960 | ||||||||||
CURRENT LIABILITIES: | ||||||||||||
TOTAL CURRENT LIABILITIES | 21,449,750 | 372,246 | ||||||||||
LONG-TERM LIABILITIES: | ||||||||||||
TOTAL LIABILITIES (1) | 34,663,009 | 372,246 | ||||||||||
COMMITMENTS AND CONTINGENCIES (NOTE 23) | ||||||||||||
STOCKHOLDERS' EQUITY: | ||||||||||||
Additional Paid in Capital | 24,209 | |||||||||||
Accumulated Deficit | (34,190,624) | (2,286) | ||||||||||
TOTAL LIABILITIES, MEZZANINE EQUITY & STOCKHOLDERS' EQUITY | 316,723,259 | 394,960 | ||||||||||
P3 Health Partners Inc. | ||||||||||||
CURRENT ASSETS: | ||||||||||||
Cash | $ 63,145,379 | $ 140,477,586 | 5,300,842 | $ 16,322,893 | 36,261,104 | $ 32,592,496 | ||||||
Restricted Cash | 753,920 | 356,286 | 54,095 | 223,872 | 3,641,843 | 312,352 | ||||||
Health Plan Receivables, Net | 99,806,410 | 50,251,004 | 44,962,787 | |||||||||
Clinic Fees and Insurance Receivables, Net | 1,931,291 | 1,090,104 | 675,954 | |||||||||
Other Receivables | 261,935 | 726,903 | 146,117 | |||||||||
Prepaid Expenses and Other Current Assets | 5,080,149 | 6,959,067 | 5,192,782 | |||||||||
TOTAL CURRENT ASSETS | 170,979,084 | 199,860,950 | 90,880,587 | |||||||||
LONG-TERM ASSETS: | ||||||||||||
Property and Equipment, Net | 9,630,761 | 8,230,250 | 7,743,414 | |||||||||
Less: Accumulated Depreciation | (1,337,796) | (182,321) | (1,592,827) | |||||||||
Property, Plant and Equipment, Net | 8,292,965 | 8,047,929 | 6,150,587 | |||||||||
Goodwill | 458,294,462 | 1,309,750,216 | $ 1,278,452,778 | 3,805,628 | 871,128 | 741,128 | ||||||
Intangible Assets, Net | 793,553,591 | 835,838,605 | $ 835,400,000 | 2,011,208 | ||||||||
Notes Receivable, Net | 3,579,220 | 3,590,715 | 3,804,662 | |||||||||
Right of Use Asset | 9,510,518 | 7,020,045 | 4,728,242 | |||||||||
TOTAL LONG-TERM ASSETS | 1,273,230,756 | 2,164,247,510 | 15,554,619 | |||||||||
TOTAL ASSETS (1) | 1,444,209,840 | [1] | 2,364,108,460 | [1],[2] | 106,435,206 | [2] | ||||||
CURRENT LIABILITIES: | ||||||||||||
Accounts Payable and Accrued Expenses | 20,693,070 | 17,730,683 | 11,793,125 | |||||||||
Accrued Payroll | 3,263,338 | 6,304,362 | 4,003,373 | |||||||||
Health Plans Settlements Payable | 18,022,395 | 22,548,694 | 13,742,775 | |||||||||
Claims Payable | 139,322,367 | 101,958,324 | 56,934,400 | |||||||||
Premium Deficiency Reserve | 35,021,557 | 37,835,642 | 0 | |||||||||
Accrued Interest | 11,329,930 | 8,771,065 | 4,052,406 | |||||||||
Current Portion of Long-Term Debt | 46,101 | 89,988 | ||||||||||
Short-Term Debt | 1,178,229 | 3,578,561 | ||||||||||
TOTAL CURRENT LIABILITIES | 228,830,886 | 198,773,432 | 90,616,067 | |||||||||
LONG-TERM LIABILITIES: | ||||||||||||
Right of Use Liability | 10,575,753 | 6,296,883 | 3,634,429 | |||||||||
Warrant Liabilities | 5,429,009 | 11,382,826 | 6,316,605 | |||||||||
Contingent Consideration | 3,674,192 | 3,486,593 | ||||||||||
Long-Term Debt | 80,000,000 | 80,000,000 | 45,387,986 | |||||||||
TOTAL LONG-TERM LIABILITIES | 99,678,954 | 101,166,302 | 55,339,020 | |||||||||
TOTAL LIABILITIES (1) | 328,509,840 | [1] | 299,939,734 | [1],[2] | 145,955,087 | [2] | ||||||
COMMITMENTS AND CONTINGENCIES (NOTE 23) | ||||||||||||
Redeemable Non-Controlling Interest | 1,007,075,525 | 1,790,617,285 | ||||||||||
STOCKHOLDERS' EQUITY: | ||||||||||||
Additional Paid in Capital | 312,945,752 | 312,945,752 | ||||||||||
Accumulated Deficit | (204,345,577) | (39,418,124) | (130,485,179) | |||||||||
TOTAL STOCKHOLDERS' EQUITY | 108,624,475 | 273,551,441 | (272,916,391) | $ (183,308,520) | $ (154,407,902) | (130,217,705) | $ (99,073,637) | $ (55,684,119) | ||||
TOTAL LIABILITIES, MEZZANINE EQUITY & STOCKHOLDERS' EQUITY | 1,444,209,840 | 2,364,108,460 | $ 106,435,206 | |||||||||
Common Class A | ||||||||||||
STOCKHOLDERS' EQUITY: | ||||||||||||
Common stock | $ 874 | |||||||||||
Common Class A | P3 Health Partners Inc. | ||||||||||||
STOCKHOLDERS' EQUITY: | ||||||||||||
Common stock | 4,158 | 4,158 | ||||||||||
Common Class V | P3 Health Partners Inc. | ||||||||||||
STOCKHOLDERS' EQUITY: | ||||||||||||
Common stock | $ 20,142 | $ 19,655 | ||||||||||
[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 numbers 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 $9.2 million and $8.1 million as of June 30, 2022 and December 31, 2021, respectively, and total liabilities of the P# LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $7.8 million and $6.1 million as of June 30, 2022 and December 31, 2021, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates as of June 30, 2022 and December 31, 2021, and $28.6 million and $24.1 million of amounts due to affiliates as of June 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.” The Company’s consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 28: 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 numbers below refer only to VIEs held at the P3 LLC level. The consolidated balance sheets include total assets that can be used only to settle obligations of P3 LLC’s consolidated VIEs totaling $8.1 million and $0.8 million as of December 31, 2021 and December 31, 2020, respectively, and total liabilities of P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $6.1 million and $1.7 million as of December 31, 2021 and December 31, 2020, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates and $24.1 million of amounts due to affiliates as of December 31, 2021 and $19.4 million of amounts due to affiliates as of December 31, 2020 as these are eliminated in consolidation and not presented within the consolidated balance sheets. See Note 28 “Variable Interest Entities.” |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 03, 2021 | Dec. 02, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common Class A | ||||||||
Preferred Units [Line Items] | ||||||||
Units Subject to Possible Redemption | 31,625,000 | 0 | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares authorized | 200,000,000 | 200,000,000 | ||||||
Common stock shares issued | 832,500 | 7,906,250 | ||||||
Common stock shares outstanding | 832,500 | 7,906,250 | ||||||
P3 Health Partners Inc. | ||||||||
Preferred Units [Line Items] | ||||||||
Investment in affiliates | $ 6 | |||||||
Due to affiliates | 24.1 | $ 19.4 | ||||||
P3 Health Partners Inc. | VIE | ||||||||
Preferred Units [Line Items] | ||||||||
Assets to settle obligations | $ 9.2 | 8.1 | 0.8 | |||||
Liabilities without recourse to company assets | 7.8 | 6.1 | $ 1.7 | |||||
Investment in affiliates | 6 | 6 | ||||||
Due to affiliates | $ 28.6 | $ 24.1 | ||||||
P3 Health Partners Inc. | Common Class A | ||||||||
Preferred Units [Line Items] | ||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares authorized | 800,000,000 | 800,000,000 | ||||||
Common stock shares issued | 41,578,890 | 41,578,890 | ||||||
Common stock shares outstanding | 41,578,890 | 41,578,890 | 3,737,316 | |||||
P3 Health Partners Inc. | Common Class V | ||||||||
Preferred Units [Line Items] | ||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares authorized | 205,000,000 | 205,000,000 | ||||||
Common stock shares issued | 201,423,309 | 196,553,523 | ||||||
Common stock shares outstanding | 201,423,309 | 196,553,523 | ||||||
P3 Health Partners Inc. | Class D Preferred Units | ||||||||
Preferred Units [Line Items] | ||||||||
Units Subject to Possible Redemption | 16,130,034 | 16,130,034 | 16,130,034 | 16,130,034 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |||
P3 Health Partners Inc. | ||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor | Predecessor | ||
OPERATING REVENUE: | ||||||
TOTAL OPERATING REVENUE | $ 269,453,971 | $ 144,586,444 | $ 542,998,305 | $ 295,884,386 | ||
OPERATING EXPENSES: | ||||||
Medical Expenses | 267,448,368 | 150,380,517 | 533,269,170 | 297,005,022 | ||
Premium Deficiency Reserve | (1,489,571) | 1,000,000 | (2,814,084) | 3,000,000 | ||
Corporate, General and Administrative Expenses | 41,098,400 | 18,390,659 | 79,697,812 | 33,449,735 | ||
Sales and Marketing Expenses | 1,408,096 | 356,501 | 2,272,626 | 626,742 | ||
Goodwill impairment | 851,455,754 | 851,455,754 | 0 | |||
Depreciation and Amortization | 21,720,081 | 429,830 | 43,471,912 | 762,378 | ||
TOTAL OPERATING EXPENSES | 1,181,641,128 | 170,557,507 | 1,507,353,190 | 334,843,877 | ||
OPERATING LOSS | (912,187,157) | (25,971,063) | (964,354,885) | (38,959,491) | ||
OTHER INCOME (EXPENSES): | ||||||
Interest Expense, net | (2,733,875) | (2,369,764) | (5,495,125) | (4,494,049) | ||
Mark-to-Market of Stock Warrants | 11,815,093 | (1,123,583) | 5,953,817 | (10,661,579) | ||
TOTAL OTHER INCOME (EXPENSE) | 9,081,218 | (3,493,347) | 458,692 | (15,155,628) | ||
LOSS BEFORE INCOME TAXES | (903,105,939) | (29,464,410) | (963,896,193) | (54,115,119) | ||
PROVISION FOR INCOME TAXES | 0 | 0 | ||||
NET LOSS | (903,105,939) | (29,464,410) | (963,896,193) | (54,115,119) | ||
LESS NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (748,755,990) | (798,968,740) | ||||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ (154,349,949) | $ (29,464,410) | $ (164,927,453) | $ (54,115,119) | ||
NET LOSS PER SHARE (BASIC) | $ (3.71) | [1] | $ (3.97) | [1] | ||
NET LOSS PER SHARE (DILUTED) | $ (3.73) | [1] | $ (4.01) | [1] | ||
P3 Health Partners Inc. | Capitated Revenue | ||||||
OPERATING REVENUE: | ||||||
TOTAL OPERATING REVENUE | $ 267,102,466 | $ 141,560,867 | $ 536,787,281 | $ 290,525,057 | ||
P3 Health Partners Inc. | Other Patient Service Revenue | ||||||
OPERATING REVENUE: | ||||||
TOTAL OPERATING REVENUE | $ 2,351,505 | $ 3,025,577 | $ 6,211,024 | $ 5,359,329 | ||
[1] ) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY (DEFICIT) - P3 Health Partners Inc. - USD ($) | Accumulated Deficit | Class A Preferred Units | Class B-1 Preferred Units | Class C Preferred Units | Class D Preferred Units | Redemption of Profits Interest | Total |
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||
Balance at the beginning at Dec. 31, 2018 | $ (56,131,171) | $ 380,000 | $ 67,052 | $ (55,684,119) | |||
Balance at the beginning (in shares) at Dec. 31, 2018 | 2,000,000 | 425,000 | |||||
Unit Based Compensation | $ 380,000 | $ 94,042 | 474,042 | ||||
Unit Based Compensation (in shares) | 2,000,000 | 633,333 | |||||
Net loss attributable to Class A common stockholders - Diluted | (41,971,558) | (41,971,558) | |||||
Balance at the end at Dec. 31, 2019 | (99,073,637) | (99,073,637) | |||||
Balance at the end (in shares) at Dec. 31, 2019 | 16,130,034 | ||||||
Balance at the end (in shares) at Dec. 31, 2019 | 4,000,000 | 1,058,333 | |||||
Balance at the beginning at Dec. 31, 2019 | (99,073,637) | (99,073,637) | |||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 16,130,034 | ||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 4,000,000 | 1,058,333 | |||||
Balance at the beginning at Dec. 31, 2019 | (99,073,637) | $ (99,073,637) | |||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 16,130,034 | ||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 4,000,000 | 1,058,333 | |||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||
Balance at the beginning at Dec. 31, 2019 | (99,073,637) | $ (99,073,637) | |||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 16,130,034 | ||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 4,000,000 | 1,058,333 | |||||
Unit Based Compensation | $ 380,000 | $ 67,474 | 447,474 | ||||
Unit Based Compensation (in shares) | 2,000,000 | 443,750 | |||||
Net loss attributable to Class A common stockholders - Diluted | (31,411,542) | (31,411,542) | |||||
Balance at the end at Dec. 31, 2020 | (130,485,179) | $ 380,000 | $ 67,474 | $ (180,000) | $ (130,217,705) | ||
Balance at the end (in shares) at Dec. 31, 2020 | 43,000,000 | 16,130,034 | |||||
Balance at the end at Dec. 31, 2020 | $ 43,656,270 | $ 47,041,554 | |||||
Balance at the end (in shares) at Dec. 31, 2020 | 6,000,000 | 1,302,083 | |||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||
Unit Based Compensation | $ 460,515 | $ 460,515 | |||||
Unit Based Compensation (in shares) | 333,750 | ||||||
Net loss attributable to Class A common stockholders - Diluted | (24,650,712) | (24,650,712) | |||||
Balance at the end at Mar. 31, 2021 | (155,135,891) | $ 380,000 | $ 527,989 | (180,000) | $ (154,407,902) | ||
Balance at the end (in shares) at Mar. 31, 2021 | 43,000,000 | 16,130,034 | |||||
Balance at the end at Mar. 31, 2021 | $ 43,656,270 | $ 47,041,554 | |||||
Balance at the end (in shares) at Mar. 31, 2021 | 6,000,000 | 1,635,833 | |||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||
Balance at the beginning at Dec. 31, 2020 | (130,485,179) | $ 380,000 | $ 67,474 | (180,000) | $ (130,217,705) | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 43,000,000 | 16,130,034 | |||||
Balance at the beginning at Dec. 31, 2020 | $ 43,656,270 | $ 47,041,554 | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,000,000 | 1,302,083 | |||||
Net loss attributable to Class A common stockholders - Diluted | (54,115,119) | ||||||
Balance at the end at Jun. 30, 2021 | (184,600,301) | $ 760,000 | $ 711,781 | (180,000) | (183,308,520) | ||
Balance at the end (in shares) at Jun. 30, 2021 | 43,000,000 | 16,130,034 | |||||
Balance at the end at Jun. 30, 2021 | $ 43,656,270 | $ 47,041,554 | |||||
Balance at the end (in shares) at Jun. 30, 2021 | 8,000,000 | 1,775,833 | |||||
Balance at the beginning at Dec. 31, 2020 | (130,485,179) | $ 380,000 | $ 67,474 | (180,000) | $ (130,217,705) | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 43,000,000 | 16,130,034 | |||||
Balance at the beginning at Dec. 31, 2020 | $ 43,656,270 | $ 47,041,554 | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,000,000 | 1,302,083 | |||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||
Balance at the beginning at Dec. 31, 2020 | (130,485,179) | $ 380,000 | $ 67,474 | (180,000) | $ (130,217,705) | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 43,000,000 | 16,130,034 | |||||
Balance at the beginning at Dec. 31, 2020 | $ 43,656,270 | $ 47,041,554 | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,000,000 | 1,302,083 | |||||
Unit Based Compensation | $ 380,000 | $ 901,574 | 1,281,574 | ||||
Unit Based Compensation (in shares) | 2,000,000 | 660,417 | |||||
Net loss attributable to Class A common stockholders - Diluted | (146,399,938) | (146,399,938) | |||||
Balance at the end at Dec. 02, 2021 | (276,885,117) | $ 897,555 | $ 3,251,171 | (180,000) | $ (272,916,391) | ||
Balance at the end (in shares) at Dec. 02, 2021 | 17,701,492 | 4,683,333 | |||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||
Balance at the beginning at Mar. 31, 2021 | (155,135,891) | $ 380,000 | $ 527,989 | (180,000) | $ (154,407,902) | ||
Balance at the beginning (in shares) at Mar. 31, 2021 | 43,000,000 | 16,130,034 | |||||
Balance at the beginning at Mar. 31, 2021 | $ 43,656,270 | $ 47,041,554 | |||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 6,000,000 | 1,635,833 | |||||
Unit Based Compensation | $ 380,000 | $ 183,792 | 563,792 | ||||
Unit Based Compensation (in shares) | 2,000,000 | 140,000 | |||||
Net loss attributable to Class A common stockholders - Diluted | (29,464,410) | (29,464,410) | |||||
Balance at the end at Jun. 30, 2021 | (184,600,301) | $ 760,000 | $ 711,781 | (180,000) | $ (183,308,520) | ||
Balance at the end (in shares) at Jun. 30, 2021 | 43,000,000 | 16,130,034 | |||||
Balance at the end at Jun. 30, 2021 | $ 43,656,270 | $ 47,041,554 | |||||
Balance at the end (in shares) at Jun. 30, 2021 | 8,000,000 | 1,775,833 | |||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||
Balance at the beginning at Dec. 02, 2021 | $ (276,885,117) | $ 897,555 | $ 3,251,171 | $ (180,000) | $ (272,916,391) | ||
Balance at the beginning (in shares) at Dec. 02, 2021 | 17,701,492 | 4,683,333 | |||||
Net loss attributable to Class A common stockholders - Diluted | (57,937,929) | ||||||
Balance at the end at Dec. 31, 2021 | $ 273,551,441 | ||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||
Net loss attributable to Class A common stockholders - Diluted | $ (963,896,193) | ||||||
Balance at the end at Jun. 30, 2022 | $ 108,624,475 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) AND MEZZANINE EQUITY - P3 Health Partners Inc. - USD ($) | Common Stock Common Class A | Common Stock Common Class V | Additional Paid-in Capital | Accumulated Deficit | Redeemable Non-Controlling Interests | Total | |
STOCKHOLDERS' EQUITY (DEFICIT) at Dec. 03, 2021 | $ 4,158 | $ 19,655 | $ 312,945,752 | [1] | $ (29,336,924) | $ 283,632,641 | |
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Dec. 03, 2021 | 41,578,890 | 196,553,523 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net Loss | (10,081,200) | (10,081,200) | |||||
STOCKHOLDERS' EQUITY (DEFICIT) at Dec. 31, 2021 | $ 4,158 | $ 19,655 | 312,945,752 | [1] | (39,418,124) | 273,551,441 | |
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Dec. 31, 2021 | 41,578,890 | 196,553,523 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Stock compensation | $ 4,635,142 | ||||||
Net Loss | (47,856,729) | ||||||
Ending Balance at Dec. 31, 2021 | 1,790,617,285 | 1,790,617,285 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Vesting of stock compensation awards | $ 55 | 55 | |||||
Vesting of stock compensation awards (in shares) | 549,822 | ||||||
Net Loss | (10,577,504) | (10,577,504) | |||||
STOCKHOLDERS' EQUITY (DEFICIT) at Mar. 31, 2022 | $ 4,158 | $ 19,710 | 312,945,752 | (49,995,628) | 262,973,992 | ||
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Mar. 31, 2022 | 41,578,890 | 197,103,345 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Stock compensation | 11,711,427 | ||||||
Net Loss | (50,212,750) | ||||||
Ending Balance at Mar. 31, 2022 | 1,752,115,962 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Vesting of stock compensation awards | $ 432 | 432 | |||||
Vesting of stock compensation awards (in shares) | 4,319,964 | ||||||
Net Loss | (154,349,949) | (154,349,949) | |||||
STOCKHOLDERS' EQUITY (DEFICIT) at Jun. 30, 2022 | $ 4,158 | $ 20,142 | $ 312,945,752 | $ (204,345,577) | 108,624,475 | ||
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Jun. 30, 2022 | 41,578,890 | 201,423,309 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Stock compensation | 3,715,553 | ||||||
Net Loss | (748,755,990) | ||||||
Ending Balance at Jun. 30, 2022 | $ 1,007,075,525 | $ 1,007,075,525 | |||||
[1] Included in the opening balance are transactions completed in connection with the Business Combinations, including the PIPE investment of $195.3 million (net of issuance costs), the equity consideration to P3 shareholders of $80.3 million, and the trust proceeds (net of redemptions) of $37.4 million. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows From Financing activities | ||
Cash and Restricted Cash, Beginning of Period | $ 179,512 | |
P3 Health Partners Inc. | ||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor |
Net loss attributable to Class A common stockholders - Diluted | $ (963,896,193) | $ (54,115,119) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation and Amortization | 43,471,912 | 762,378 |
Stock-Based Compensation | 15,426,980 | 1,024,307 |
Goodwill impairment | 851,455,754 | 0 |
Amortization of Debt Origination Fees | 349,324 | |
Amortization of Discount from Issuance of Debt | 621,305 | |
Mark-to-Market Adjustment of Stock Warrants | (5,953,817) | 10,661,579 |
Premium Deficiency Reserve | (2,814,084) | 3,000,000 |
Changes in Assets and Liabilities: | ||
Non-cash Interest Expense | 187,599 | |
Accounts Receivable | (376,219) | 92,491 |
Health Plan Receivables / Premiums | (49,555,406) | 1,212,093 |
Other Current Assets | 1,890,414 | (361,241) |
Net Change in ROU Assets and Liabilities | 3,556,272 | 75,337 |
Accounts Payable | 1,163,574 | (1,005,876) |
Accrued Payroll | (3,041,024) | (2,648,873) |
Accrued Interest | 2,558,865 | 1,807,007 |
Health Plan Payables / Premiums | (4,526,299) | (1,342,803) |
Claims Payable | 37,364,043 | 5,736,206 |
Net Cash used in Operating Activities | (73,087,629) | (34,131,885) |
Cash Flows from Investing activities | ||
Purchase of Property, Plant and Equipment | (1,400,511) | (1,883,226) |
Acquisitions | (82,000) | |
Increase in Notes Receivable, Net | 226,808 | |
Net Cash used in Investing Activities | (1,400,511) | (1,738,418) |
Cash Flows From Financing activities | ||
Issuance of Long-Term Debt | 12,750,000 | |
Repayment of Short-Term and Long-Term Debt | (2,446,433) | (44,629) |
Loan Origination and Closing Fees | (191,250) | |
Net Cash used in (provided by) Financing Activities | (2,446,433) | 12,514,121 |
Net Change in Cash and Restricted Cash | (76,934,573) | (23,356,182) |
Cash and Restricted Cash, Beginning of Period | 140,833,872 | 39,902,947 |
Cash and Restricted Cash, End of Period | $ 63,899,299 | $ 16,546,765 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Company Operations [Line Items] | ||
Organization and Basis of Presentation | Note 1: Organization and Basis of Presentation Description of Business and Business Combination P3 Health Partners Inc. (the “Company” or “P3”) is a patient-centered and physician-led population health management company and the successor to P3 Health Group Holdings, LLC P3 Health Group Holdings, LLC and Subsidiaries was founded on April 12, 2017 and began commercial operations on April 20, 2017 to provide population health management services on an at-risk basis to insurance plans offering medical coverage to Medicare beneficiaries under Medicare Advantage programs. Medicare Advantage programs are insurance products created solely for Medicare beneficiaries. Insurance plans contract directly with the Centers for Medicare and Medicaid Services (“CMS”) to offer Medicare beneficiaries benefits that replace traditional Medicare Fee for Service (“FFS”) coverage. On December 3, 2021, (the “Closing Date”), the Company consummated the transactions pursuant to which, among other things, P3 Health Group Holdings, LLC merged with and into FAC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Foresight Acquisition Corp. (“Foresight” or “Merger Sub”) (the “P3 Merger”), with Merger Sub as the surviving company, which was renamed P3 Health Group, LLC (“P3 LLC”), and FAC-A Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Foresight, FAC-B Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Foresight (together with FAC-A Merger Sub Corp., the “Merger Corps”) merged with and into CPF P3 Blocker-A, LLC, a Delaware limited liability company, CPF P3 Blocker-B, LLC a Delaware limited liability company (together with CPF P3 Blocker-A, LLC, the “Blockers”), with the Blockers as the surviving entities and wholly-owned subsidiaries of Foresight (collectively, the “Business Combinations”). Upon completion of the Business Combinations (the “Closing”), the Company and P3 LLC were organized in an “Up-C” structure in which all of the P3 LLC operating subsidiaries are held directly or indirectly by P3 LLC, and the Company directly owned approximately 17.1% of P3 LLC and became the sole manager of P3 LLC. Following Closing, substantially all of the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interest in P3 LLC. In connection with the closing of the transactions, the Company changed its name from Foresight Acquisition Corp. to P3 Health Partners Inc. The Company’s contracts with health plans are based on an at-risk shared savings model. Under this model, the Company is financially responsible for the cost of all contractually covered services provided to members assigned to the Company by health plans in exchange for a fixed monthly “capitation” payment, which is generally a percentage of the payment health plans receive from CMS. Under this arrangement, Medicare beneficiaries generally receive all their healthcare coverage through the Company’s network of employed and affiliated physicians and specialists (except for emergency situations). The services provided to health plans’ members vary by contract. These may include utilization management, care management, disease education, and maintenance of a quality improvement and quality management program for members assigned to the Company. The Company is also responsible for the credentialing of Company providers, processing and payment of claims and the establishment of a provider network for certain health plans. At June 30, 2022 and December 31, 2021, the Company had agreements with twenty and seventeen health plans, respectively. The Company has Management Services Agreements (“MSAs”) and deficit funding agreements with Kahan, Wakefield, Abdou, PLLC and Bacchus, Wakefield, Kahan, PC, P3 Health Partners Professional Services P.C., P3 Medical Group, P.C. and P3 Health Partners California, P.C. (collectively, the “Network”). As more fully described in Note 25 “Variable Interest Entities”, the entities in the Network are variable interest entities and the Company is the primary beneficiary of the Network. The MSAs provide that the Company or its subsidiaries will furnish administrative personnel, office supplies and equipment, general business services, contract negotiation and billing and collection services to the Network. Fees for these services are the excess of the Network’s revenue over expenses. Per the deficit funding agreements, the Company or its subsidiaries are obligated to lend amounts to the Network to the extent expenses exceed revenues. The loan will bear interest at prime plus 2%. In addition to the Company’s contracts with health plans, through its relationship with Kahan, Wakefield, Abdou, PLLC and Bacchus, Wakefield, Kahan, PC, the Company provides primary healthcare services through its employed physician clinic locations. These primary care clinics are reimbursed for services provided under FFS contracts with various payers and through capitated - per member, per month (“PMPM”) arrangements. Basis of Presentation These unaudited interim condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to SEC rules and regulations dealing with interim financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. For further information, refer to the consolidated financial statements and notes thereto included in our 2021 Form 10-K. There have been no significant changes to our accounting policies and estimates during the six months ended June 30, 2022 from those previously disclosed in the 2021 Form 10-K. As a result of the Business Combinations, for accounting purposes, Foresight is the acquirer and P3 Health Group Holdings, LLC is the accounting acquiree and predecessor. The financial statement presentation includes the financial statements of P3 Health Group Holdings, LLC as “Predecessor” for the periods prior to the Closing Date (the “Predecessor Period(s)”) and of the Company as “Successor” for the periods after the Closing Date (the “Successor Period(s)”), including the consolidation of P3 Health Group Holdings, LLC. As a result of the application of the acquisition method of accounting as of the Closing Date of the Business Combinations, the accompanying unaudited condensed consolidated financial statements include a black line division that indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore, not comparable. The Company qualifies as an Emerging Growth Company (“EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. The accounting pronouncements pending adoption as described in Note 6 “Recent Accounting Pronouncements Not Yet Adopted” reflect effective dates for the Company as an EGC with the extended transition period. Restatement of Prior Year Amounts As discussed in the Company's 2021 consolidated financial statements included in the 2021 Form 10-K, the Company restated the previously issued unaudited condensed consolidated financial statements for each interim period within the fiscal years ended December 31, 2021 and December 31, 2020. | Note 1: Company Operations P3 Health Partners Inc. (the “Company” or “P3”) is a patient-centered and physician-led population health management company and, for accounting purposes, is the successor to P3 Health Group Holdings, LLC (“P3 Health Group Holdings”). P3 Health Group Holdings and Subsidiaries was founded on April 12, 2017 and began commercial operations on April 20, 2017 to provide population health management services on an at-risk basis to insurance plans offering medical coverage to Medicare beneficiaries under Medicare Advantage programs. Medicare Advantage programs are insurance products created solely for Medicare beneficiaries. Insurance plans contract directly with the Centers for Medicare and Medicaid Services (“CMS”) to offer Medicare beneficiaries benefits that replace traditional Medicare Fee for Service (“FFS”) coverage. On December 3, 2021, (the “Closing Date”), Foresight Acquisition Corp (“Foresight”) and P3 Health Group Holdings consummated a series of business combinations pursuant to which, among other things, P3 Health Group Holdings merged with and into FAC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Foresight Acquisition Corp. (“Merger Sub”) (the “P3 Merger”), with Merger Sub as the surviving company, which was renamed P3 Health Group, LLC (“P3 LLC”), and FAC-A Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Foresight, FAC-B Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Foresight (together with FAC-A Merger Sub Corp., the “Merger Corps”) merged with and into CPF P3 Blocker-A, LLC, a Delaware limited liability company, CPF P3 Blocker-B, LLC a Delaware limited liability company (together with CPF P3 Blocker-A, LLC, the “Blockers”), with the Blockers as the surviving entities and wholly-owned subsidiaries of Foresight (collectively, the “Business Combinations”). Upon completion of the Business Combinations (the “Closing”), the Company and P3 LLC were organized in an “Up-C” structure in which all of the P3 LLC operating subsidiaries are held directly or indirectly by P3 LLC, and the Company directly owned approximately 17.1% of P3 LLC and became the sole manager of P3 LLC. Following Closing, substantially all of the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interest in P3 LLC. In connection with the closing of the transactions, the Company changed its name from Foresight Acquisition Corp. to P3 Health Partners Inc. The Company’s contracts with health plans are based on an at-risk shared savings model. Under this model, the Company is financially responsible for the cost of all contractually-covered services provided to members assigned to the Company by health plans in exchange for a fixed monthly “capitation” payment, which is generally a percentage of the payment health plans receive from CMS. Under this arrangement, Medicare beneficiaries generally receive all their healthcare coverage through the Company’s network of employed and affiliated physicians and specialists (except for emergency situations). The services provided to health plans’ members vary by contract. These may include utilization management, care management, disease education, and maintenance of a quality improvement and quality management program for members assigned to the Company. Effective January 1, 2019, the Company is also responsible for the credentialing of Company providers, processing and payment of claims and the establishment of a provider network for certain health plans. At December 31, 2021, 2020 and 2019, the Company had agreements with seventeen, twelve and seven health plans, respectively. The Company has Management Services Agreements (“MSAs”) and deficit funding agreements with Kahan, Wakefield, Abdou, PLLC and Bacchus, Wakefield, Kahan, PC, P3 Health Partners Professional Services P.C., P3 Medical Group, P.C. and P3 Health Partners California, P.C. (collectively, the “Network”). As more fully described in Note 28 “Variable Interest Entities,” the entities in the Network are variable interest entities and the Company is the primary beneficiary of the Network. The MSAs provide that the Company or its subsidiaries will furnish administrative personnel, office supplies and equipment, general business services, contract negotiation and billing and collection services to the Network. Fees for these services are the excess of the Network’s revenue over expenses. Per the deficit funding agreements, the Company or its subsidiaries are obligated to lend amounts to the Network to the extent expenses exceed revenues. The loan will bear interest at prime plus 2%. In addition to the Company’s contracts with health plans, through its relationship with Kahan, Wakefield, Abdou, PLLC and Bacchus, Wakefield, Kahan, PC, the Company provides primary healthcare services through its employed physician clinic locations. These primary care clinics are reimbursed for services provided under FFS contracts with various payers and through capitated – per member, per month (“PMPM”) arrangements. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Restatement of Previously Issued Financial Statements | Note 2: Restatement of Previously Issued Financial Statements The Company has restated the condensed consolidated financial statements for the three and six months ended June 30, 2021. Network Since 2017, P3 Health Group Holdings and P3 Health Partners, LLC (collectively with P3 Health Partners, Inc., “P3”) have entered into a collective of arrangements with the Network whereby P3 consolidates the Network under the Variable Interest Entity model in accordance with ASC Topic 810 , Consolidation Based on management’s evaluation, it was concluded that the Company’s accounting for non-controlling interests related to the Network is not attributed in the manner contemplated by ASC 810. As a result, the Company is reclassifying the loss attributable to non-controlling interest related to the Network to loss attributable to controlling interests on the Consolidated Balance Sheets, Consolidated Statements of Operations, and the Consolidated Statements of Changes in Stockholders’/Members’ Equity for the periods described above. The Company's accounting for the loss in controlling interests instead of non-controlling interests has no impact on the Company's current or previously reported cash position, revenue, operating expenses or total operating, investing or financing cash flows. Preferred Returns P3's capital structure consists of Class A Units, which represent commitments from the Company’s private equity sponsors, and Class D Units, which represents an additional investment from a private equity sponsor. Both the Class A and Class D Units have voting rights and, accrue a preferred return in the amount of 8.0% per annum. Historically, all of the accrued returns have been incorrectly recognized as interest expense on P3’s Statements of Operations and as equity on P3’s Balance Sheets. Based on the analysis of the Class A and Class D Units, the preferred returns should not be accrued until they are legally declared. As a result, the Company’s historical recording of preferred returns in equity and interest expense has been removed as no recognition is necessary until legally declared. Class A Units Historically, the Class A Preferred Units issued by P3 have been accounted for as permanent equity. Since the Class A Preferred Units are redeemable upon the occurrence of a Sale of the Company via the liquidation and distribution preferences that returns invested capital and the preferred return, management evaluated whether the occurrence of such an event is outside of the Company’s control. As the Class A preferred unit holders hold a majority vote, the redemption of Class A Preferred Units upon a Sale of the Company, irrespective of probability, is outside of the Company’s control. Based on management’s evaluation, the Class A Preferred Units should be reclassified from permanent to mezzanine equity. Additionally, the Company entered into the Second Amended and Restated Limited Liability Company Agreement in 2019, which provided the holders of Class A units an 8% per annum preferred return. The Company determined that the amendment should be accounted for as a modification. Therefore, the Company recorded the incremental increase in fair value as an adjustment to the carrying value of Class A units with an offset to APIC equivalent and accumulated deficit. Capitated Revenues Medicare pays capitation using a “risk adjustment model”, which compensates providers based on the health status (acuity) of each individual patient (via a Risk Adjustment Factor, “RAF”). The Company’s policy is to recognize the variable RAF component of capitation revenues, to the extent that it is probable a significant reversal will not occur. At the December 31, 2020 balance sheet date the Company determined its estimates of the RAF components of certain capitation revenues were constrained and therefore not estimable, as it was not probable a significant reversal would not occur. The Company subsequently collected the RAF components of capitation payments prior to the issuance of the 2020 financial statements, effectively relieving the constraints which previously existed at the December 31, 2020 balance sheet date. As a result, capitation revenues for 2020 were restated based on the results of management’s analysis of the RAF component of cash receipts collected prior to the issuance 2020 financial statements which were previously determined to not be estimable. The revenue now recognized in 2020 was previously recognized in June of 2021. The total amount of the RAF adjustment was $6,532,954. There were two other errors related to capitated revenue, other patient service revenue, and medical expenses which were corrected in the restatement. Firstly, the Company has reclassified capitated revenue streams attributable to the Network. These capitated revenues were previously classified as “other patient service revenue” and then have been reclassified into “capitated revenue”. Secondly, the Company has eliminated intercompany revenue and expense related to transactions between Bacchus and P3-NV that should have been eliminated in consolidation. Prior to the restatement noted above regarding capitated revenue, this adjustment was a decrease to other patient service revenue and a decrease to medical expenses. Disclosure Correction The disclosure of the condensed financial statement of the Company’s consolidated VIE has been corrected for accrued interest and interest expense relating to the advances made to the VIE for the three and six month periods ended June 30, 2021 (see Note 25). There is no impact to the condensed consolidated financial statements of the Company of this correction to the disclosures. The following tables summarize the restatement adjustments on each financial statement line item affected by the restatement as of the dates, and for the periods, indicated: As Previously Network Preferred Returns Class A Units Revenue Reported Adjustments Adjustments Adjustments Adjustment As Restated Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Capitated Revenue $ 294,860,130 $ — $ — $ — $ (4,335,073) $ 290,525,057 Other Patient Service Revenue 8,122,849 — — — (2,763,520) 5,359,329 Total Operating Revenue 302,982,979 — — — (7,098,593) 295,884,386 Medical Expenses 297,570,662 — — — (565,640) 297,005,022 Total Operating Expenses 335,409,517 — — — (565,640) 334,843,877 Operating Loss (32,426,538) — — — (6,532,953) (38,959,491) Interest Expense, net (8,487,374) — 3,993,325 — — (4,494,049) Total Other Expenses (19,148,953) — 3,993,325 — — (15,155,628) Net Loss Attributable to Non-Controlling Interests (5,241,713) 5,241,713 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (46,333,778) (5,241,713) 3,993,325 — (6,532,953) (54,115,119) Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Capitated Revenue $ 147,159,665 $ — $ — $ — $ (5,598,799) $ 141,560,866 Other Patient Service Revenue 4,258,933 — — — (1,233,356) 3,025,577 Total Operating Revenue 151,418,598 — — — (6,832,155) 144,586,443 Medical Expenses 150,679,717 — — — (299,200) 150,380,517 Total Operating Expenses 170,856,707 — — — (299,200) 170,557,507 Operating Loss (19,438,108) — — — (6,532,955) (25,971,063) Interest Expense, net (4,406,240) — 2,036,476 — — (2,369,764) Total Other Expenses (5,529,823) — 2,036,476 — — (3,493,347) Net Loss Attributable to Non-Controlling Interests (1,959,421) 1,959,421 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (23,008,510) (1,959,421) 2,036,476 — (6,532,955) (29,464,410) Condensed Consolidated Statement of Changes in Members' Deficit for the Six Months Ended June 30, 2021 Preferred Return at 8% for Class A Units $ 1,817,564 $ — $ (1,817,564) $ — $ — $ — Net Loss (51,575,491) — 3,993,325 — (6,532,953) (54,115,119) Balance as of June 30,2021 (146,395,455) — 6,743,106 (43,656,170) — (183,308,519) Condensed Consolidated Statement of Changes in Members' Deficit for the Three Months Ended June 30, 2021 Preferred Return at 8% for Class A Units $ 926,852 $ — $ (926,852) $ — $ — $ — Net Loss (24,967,931) — 2,036,476 — (6,532,955) (29,464,410) Balance as of June 30,2021 (146,395,455) — 6,743,106 (43,656,170) — (183,308,519) Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2021 Net Loss $ (51,575,491) $ — $ 3,993,325 $ — $ (6,532,953) $ (54,115,119) Health Plan Settlements Receivable/Premiums Receivable (5,320,861) — — — 6,532,953 1,212,092 Class A and Class D Preferred Returns 3,993,325 — (3,993,325) — — — Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended March 31, 2021 Preferred Return at 8% for Class A Units $ 890,612 $ — $ (890,612) $ — $ — $ — Net Loss (26,607,560) — 1,956,848 — — (24,650,712) Balance as of March 31,2021 (122,918,168) — 5,633,581 (43,656,269) 6,532,954 (154,407,902) Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2020 Balance as of December 31, 2020 $ (97,661,735) $ — $ 4,567,346 $ (43,656,270) $ 6,532,954 $ (130,217,705) *Rounding may cause variances | Note 2: Restatement of Previously Issued Financial Statements The Company has restated the consolidated financial statements for the years ended December 31, 2020 and 2019. Network Since 2017, P3 Health Group Holdings and P3 Health Partners, LLC (collectively with P3 Health Partners, Inc., “P3”) have entered into a collective of arrangements with the Network whereby P3 consolidates the Network under the Variable Interest Entity model in accordance with ASC Topic 810 , Consolidation Based on management’s evaluation, it was concluded that the Company’s accounting for non-controlling interests related to the Network is not attributed in the manner contemplated by ASC 810. As a result, the Company is reclassifying the loss attributable to non-controlling interest related to the Network to loss attributable to controlling interests on the Consolidated Balance Sheets, Consolidated Statements of Operations, and the Consolidated Statements of Changes in Stockholders’/Members’ Equity for the periods described above. The Company’s accounting for the loss in controlling interests instead of non-controlling interests has no impact on the Company’s current or previously reported cash position, revenue, operating expenses or total operating, investing or financing cash flows. Preferred Returns P3’s capital structure consists of Class A Units, which represent commitments from the Company’s private equity sponsors, and Class D Units, which represents an additional investment from a private equity sponsor. Both the Class A and Class D Units have voting rights and, accrue a preferred return in the amount of 8.0% per annum. Historically, all of the accrued returns have been incorrectly recognized as interest expense on P3’s Statements of Operations and as equity on P3’s Balance Sheets. Based on the analysis of the Class A and Class D Units, the preferred returns should not be accrued until they are legally declared. As a result, the Company’s historical recording of preferred returns in equity and interest expense has been removed as no recognition is necessary until legally declared. Class A Units Historically, the Class A Preferred Units issued by P3 have been accounted for as permanent equity. Since the Class A Preferred Units are redeemable upon the occurrence of a Sale of the Company via the liquidation and distribution preferences that returns invested capital and the preferred return, management evaluated whether the occurrence of such an event is outside of the Company’s control. As the Class A preferred unit holders hold a majority vote, the redemption of Class A Preferred Units upon a Sale of the Company, irrespective of probability, is outside of the Company’s control. Based on management’s evaluation, the Class A Preferred Units should be reclassified from permanent to mezzanine equity. Additionally, the Company entered into the Second Amended and Restated Limited Liability Company Agreement in 2019, which provided the holders of Class A units an 8% per annum preferred return. The Company determined that the amendment should be accounted for as a modification. Therefore, the Company recorded the incremental increase in fair value as an adjustment to the carrying value of Class A units with an offset to APIC equivalent and accumulated deficit. Capitated Revenues Medicare pays capitation using a “risk adjustment model”, which compensates providers based on the health status (acuity) of each individual patient (via a Risk Adjustment Factor, “RAF”). The Company’s policy is to recognize the variable RAF component of capitation revenues, to the extent that it is probable a significant reversal will not occur. At the December 31, 2020 balance sheet date the Company determined its estimates of the RAF components of certain capitation revenues were constrained and therefore not estimable, as it was not probable a significant reversal would not occur. The Company subsequently collected the RAF components of capitation payments prior to the issuance of the 2020 financial statements, effectively relieving the constraints which previously existed at the December 31, 2020 balance sheet date. Capitation revenues for 2020 are restated based on the results of management’s analysis of the RAF component of cash receipts collected prior to the issuance 2020 financial statements which were previously determined to not be estimable. The total amount of the RAF adjustment was $6,532,954. There were two other errors related to capitated revenue, other patient service revenue, and medical expenses which were corrected in the restatement. Firstly, the Company has reclassified capitated revenue streams attributable to the Network. These capitated revenues were previously classified as “other patient service revenue” and then have been reclassified into “capitated revenue”. Secondly, the Company has eliminated intercompany revenue and expense related to transactions between Bacchus and P3-NV that should have been eliminated in consolidation. Prior to the restatement noted above regarding capitated revenue, this adjustment was a decrease to other patient service revenue and a decrease to medical expenses. Disclosure Correction The amounts reported as intercompany accrued interest for advances made to the Company’s consolidated VIE were incorrectly disclosed for the year ended December 31, 2020 and has been reduced (see Note 27). The disclosure of the condensed financial statement of the VIE have also been corrected for accrued interest and interest expense relating to the advance (see Note 28). There is no impact to the consolidated financial statements of the Company as result of this correction to the disclosures. The following tables summarize the restatement adjustments on each financial statement line item affected by the restatement as of the dates, and for the periods, indicated: As Previously Network Preferred Returns Class A Units Revenue Reported Adjustments Adjustments Adjustments Adjustments As Restated Consolidated Balance Sheet as of December 31, 2020 Health Plan Settlement Receivable $ 38,429,833 $ — $ — $ — $ 6,532,954 $ 44,962,787 Total Current Assets 84,347,633 — — — 6,532,954 90,880,587 Total Assets 99,902,252 — — — 6,532,954 106,435,206 Class A Units Subject to Possible Redemption — — — 43,656,270 — 43,656,270 Class D Units Subject to Possible Redemption 51,608,900 — (4,567,346) — — 47,041,554 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 3,815,034 — (3,815,034) — — — Accumulated Equity-Based Compensation 1,368,567 — — (921,092) — 447,475 Retained Loss from Non-Controlling Interests (18,187,381) 18,187,381 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (126,242,225) (18,187,381) 8,382,381 (970,908) 6,532,954 (130,485,179) Total Member’s Deficit (97,661,735) — 4,567,346 (43,656,270) 6,532,954 (130,217,705) Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) 99,902,252 — — — 6,532,954 106,435,206 Consolidated Statement of Operations for the Year Ended December 31, 2020 Capitated Revenue $ 471,551,241 $ — $ — $ — $ 9,188,336 $ 480,739,577 Other Patient Service Revenue 13,990,050 — — — (3,666,102) 10,323,948 Total Operating Revenue 485,541,291 — — — 5,522,234 491,063,525 Medical Expenses 485,513,143 — — — (1,010,720) 484,502,423 Total Operating Expenses 520,661,923 — — — (1,010,720) 519,651,203 Operating Loss (35,120,632) — — — 6,532,954 (28,587,678) Interest Expense, net (9,970,260) — 7,437,080 — — (2,533,180) Total Other Income (Expense) (10,260,944) — 7,437,080 — — (2,823,864) Net Loss Attributable to Non-Controlling Interests (4,307,071) 4,307,071 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (41,074,505) (4,307,071) 7,437,080 — 6,532,954 (31,411,542) Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2020 Preferred Return(s) at 8% (Class A + Class D Units) $ 7,437,080 $ — $ (7,437,080) $ — $ — $ — Net Loss (45,381,576) — 7,437,080 — 6,532,954 (31,411,542) Balance as of December 31, 2020 (97,661,735) — 4,567,346 (43,656,270) 6,532,954 (130,217,705) Consolidated Statements of Cash Flows for the Year Ended December 31 2020 Net Loss $ (45,381,576) $ — $ 7,437,080 $ — $ 6,532,954 $ (31,411,542) Health Plan Settlements Receivable/Premiums Receivable (20,974,286) — — — (6,532,954) (27,507,240) Class A and Class D Preferred Returns 7,437,080 — (7,437,080) — — — Consolidated Balance Sheet as of December 31, 2019 Class A Units Subject to Possible Redemption $ — $ — $ — $ 43,656,270 $ — $ 43,656,270 Class D Units Subject to Possible Redemption 47,556,622 — (515,068) — — 47,041,554 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 430,230 — (430,230) — — — Accumulated Equity-Based Compensation 921,092 — — (921,092) — — Retained Loss from Non-Controlling Interests (13,880,310) 13,880,310 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (85,167,716) (13,880,310) 945,297 (970,908) — (99,073,637) Total Member’s Deficit (55,932,434) — 515,068 (43,656,271) — (99,073,637) Consolidated Statement of Operations for the Year Ended December 31, 2019 Capitated Revenue $ 138,727,943 $ — $ — $ — $ 604,764 $ 139,332,707 Other Patient Service Revenue 7,166,889 — — — (1,017,484) 6,149,405 Total Operating Revenue 145,894,832 — — — (412,720) 145,482,112 Medical Expenses 141,442,457 — — — (412,720) 141,029,737 Total Operating Expenses 185,430,503 — — — (412,720) 185,017,783 Interest Expense, net (3,479,139) — 945,297 — — $ (2,533,842) Total Other Income (Expense) (3,381,184) — 945,297 — — (2,435,887) Net Loss Attributable to Non-Controlling Interests (7,907,592) 7,907,592 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (35,009,263) (7,907,592) 945,297 — — (41,971,558) Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2019 Preferred Return(s) at 8% (Class A + Class D Units) $ 945,298 $ — $ (945,298) $ — $ — $ — Net Loss (42,916,855) — 945,297 — — (41,971,558) Conversion of Debt to Class A Units 3,764,025 — — (3,764,025) — — Class A Units Issued 11,184,468 — — (11,184,468) — — Redemption of Class A Units (15,000,000) — — 15,000,000 — — Modification of Class A — — — (1,892,002) — (1,892,002) Balance as of December 31, 2019 (55,932,434) — 515,068 (43,656,271) — (99,073,637) Consolidated Statements of Cash Flows for the Year Ended December 31 2019 Net Loss $ (42,916,855) $ — $ 945,297 $ — $ — $ (41,971,558) Class A and Class D Preferred Returns 945,297 — (945,297) — — — Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2018 Balance as of December 31, 2018 $ (13,868,589) $ — $ — $ (41,815,530) $ — $ (55,684,119) The restated unaudited interim financial information for the quarterly periods ended September 30, 2021, June 30, 2021, March 31, 2021, September 30, 2020, June 30, 2020 and March 31, 2020, is included in Note 30, “Quarterly Financial Information (Unaudited)”. |
Going Concern and Liquidity
Going Concern and Liquidity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Going Concern And Liquidity [Line Items] | ||
Going Concern and Liquidity | Note 3: Going Concern and Liquidity The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced losses since its inception and had losses of $ 903,105,939 for the three-month periods ended June 30, 2022 and $29,464,410 for the three-month periods ended June 30, 2021. Such losses were primarily the result of goodwill impairment loss, net increases in certain non-cash expenses including depreciation and amortization, stock-based compensation, mark-to-market adjustments for warrants and premium deficiency reserves as well as costs incurred in adding new members, building relationships with physician partners and payors, and developing new services. The Company anticipates operating losses and negative cash flows to continue for the foreseeable future as it continues to grow membership. As of June 30, 2022, and December 31, 2021, the Company had $63,145,379 and $140,477,586, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company’s capital requirements will depend on many factors, including the pace of our growth, ability to manage medical costs, the maturity of our members, and our ability to raise capital, and the Company will need to use available capital resources and/or raise additional capital earlier than currently anticipated. When the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities in order to reduce costs, which will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. As a result of these matters, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. | Note 3: Going Concern and Liquidity The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced losses since its inception and had losses of $ 57,937,929 for the 2021 Successor Period (See Note 4), $ 146,399,938 for the 2021 Predecessor Period (See Note 4), and $ 31,411,542 for the year ended December 31, 2020. Such losses were primarily the result of costs incurred in adding new members, building relationships with physician partners and payors, and developing new services. The Company anticipates operating losses and negative cash flows to continue for the foreseeable future as it continues to grow membership. As of December 31, 2021, and December 31, 2020, the Company had $140,477,586 and $36,261,104, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company’s capital requirements will depend on many factors, including the pace of our growth, ability to manage medical costs, the maturity of our members, and our ability to raise capital, and the Company will need to use available capital resources and/or raise additional capital earlier than currently anticipated. When the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities in order to reduce costs, which will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. As a result of these matters, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the private warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 2, 2021 and December 31, 2020. Cash Held in Trust Account At December 2, 2021, substantially all of the assets held in the Trust Account were held cash. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 2, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice simulation approach (see Note 11). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using 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 that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 2, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception The effective tax rate differs from the statutory tax rate of 21% for the year ended December 2, 2021 due to the valuation allowance recorded on the Company’s net operating losses and permanent differences. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,819,167 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from For the Period from January 1, August 20, 2020 (Inception) 2021 through through December 2, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (24,805,124) $ — $ — $ (2,286) Denominator: Basic and diluted weighted average stock outstanding 29,692,013 — — 6,875,000 Basic and diluted net loss per common stock $ (0.84) $ — $ — $ (0.00) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | ||
P3 Health Partners Inc. | |||
Significant Accounting Policies | Note 4: Significant Accounting Policies Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company, and its subsidiaries, all of which are controlled by the Company through majority voting control, and variable interest entities for which the Company is the primary beneficiary. As more fully described in Note 25 “Variable Interest Entities”, the Company is the primary beneficiary of the following physician practices (“Network”): ● Kahan, Wakefield, Abdou, PLLC (“KWA”) ● Bacchus, Wakefield, Kahan, PC (“BACC”) ● P3 Health Partners Professional Services PC ● P3 Medical Group, P.C. ● P3 Health Partners California, P.C. All intercompany accounts and transactions have been eliminated in consolidation. Variable Interest Entities (“VIE” or “VIEs”) Management analyzes whether the Company has any financial interests in VIEs. This analysis includes a qualitative review based on an evaluation of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. Accounting Standards Codification (“ASC”) Topic 810, Consolidation Segment Reporting The Company presents the financial statements by segment in accordance with ASC Topic No. 280, Segment Reporting and adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), as defined in the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company has one reportable segment, which reflects how the CODM manages the Company. Management’s Use of Estimates Preparation of these condensed consolidated financial statements and accompanying footnotes, in conformity with U.S. GAAP, requires Management to make estimates and assumptions that could affect amounts reported here. Management bases its estimates on the best information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID 19. See Note 23 “Commitments and Contingencies” for further discussion on the impact of COVID-19. The areas where significant estimates are used in these accompanying condensed consolidated financial statements include revenue recognition, the liability for unpaid claims, unit-based and share-based compensation, premium deficiency reserves (“PDR”), fair value and impairment recognition of long-lived assets (including intangibles and goodwill), fair value of acquired assets and liabilities in Business Combinations, fair value of liability classified instruments and judgments related to deferred income taxes. Actual results could differ from those estimates. Earnings (Loss) per Share and Member Unit Basic and diluted net loss per share attributable to common stockholders in the Successor Period is presented in conformity with the two-class method required for participating securities. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of Public Warrants, Private Placement Warrants, restricted shares and escrow shares. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company analyzed the calculation of net loss per member unit for the Predecessor Period and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, net loss per member unit information has not been presented for the Predecessor Periods. Cash and Restricted Cash Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at banks. Accounts at each institution are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”). At June 30, 2022 and December 31, 2021, the Company maintained its cash in bank deposit accounts that, at times, may have exceeded FDIC insured limits. Management does not expect any losses to occur on such accounts. At June 30, 2022 and December 31, 2021, the Company had unrestricted cash of $63,145,379 and $140,477,586, respectively, deposited at banking institutions which are subject to the FDIC insured limit. Successor June 30, 2022 December 31, 2021 Unrestricted $ 63,145,379 $ 140,477,586 Restricted 753,920 356,286 Total Cash Balances $ 63,899,299 $ 140,833,872 Restricted Cash is that which is held for a specific purpose (such as payment of partner distributions and legal settlements) and is thus not available to the Company for immediate or general business use. Restricted Cash appears as a separate line item on the Company’s condensed consolidated balance sheets. The following table provides a reconciliation of cash and restricted cash reported on the condensed consolidated balance sheet at June 30, 2021, that sum to the total of these items reported in the condensed consolidated statements of cash flows. Predecessor June 30, 2021 Unrestricted $ 16,322,893 Restricted 223,872 Total Cash Balances $ 16,546,765 Revenue Recognition and Revenue Sources The Company categorizes revenue based on various factors such as the nature of contracts and order to billing arrangements as follows: Successor Predecessor Three Months Ended Three Months Ended June 30, 2021 Revenue Type June 30, 2022 % of Total (As Restated) % of Total Capitated Revenue $ 267,102,466 99.1 % $ 141,560,867 97.9 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 264,624 0.1 % 1,286,863 0.9 % Shared Risk Revenue 55,154 0.0 % 202,011 0.1 % Care Coordination / Management Fees 762,067 0.3 % 971,605 0.7 % Incentive Fees 1,269,660 0.5 % 565,098 0.4 % Total Other Patient Service Revenue 2,351,505 0.9 % 3,025,577 2.1 % Total Revenue $ 269,453,971 100 % $ 144,586,444 100 % Successor Predecessor Six Months Ended Six Months Ended June 30, 2021 Revenue Type June 30, 2022 % of Total (As Restated) % of Total Capitated Revenue $ 536,787,281 98.9 % $ 290,525,057 98.2 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 2,146,877 0.4 % 2,108,627 0.7 % Shared Risk Revenue 55,154 0.0 % 202,011 0.1 % Care Coordination / Management Fees 2,683,173 0.5 % 1,848,400 0.6 % Incentive Fees 1,325,820 0.2 % 1,200,291 0.4 % Total Other Patient Service Revenue 6,211,024 1.1 % 5,359,329 1.8 % Total Revenue $ 542,998,305 100 % $ 295,884,386 100 % The following table depicts the health plans from which the Company has a concentration of revenue that is 10.0% or more: Successor Predecessor Three Months Ended Three Months Ended June 30, 2021 Plan Name June 30, 2022 % of Total (As Restated) % of Total Health Plan C $ 54,392,897 20.2 % $ 18,412,847 12.7 % Health Plan B 45,818,789 17.0 % 33,449,667 23.2 % Health Plan A 48,047,307 17.8 % 39,119,191 27.1 % Health Plan D 36,013,196 13.4 % 27,231,621 18.8 % All Other 85,181,782 31.6 % 26,373,118 18.2 % Total Revenue $ 269,453,971 100 % $ 144,586,444 100 % Successor Predecessor Six Months Ended Six Months Ended June 30, 2021 Plan Name June 30, 2022 % of Total (As Restated) % of Total Health Plan C $ 109,714,073 20.2 % $ 37,693,084 12.7 % Health Plan B 93,838,172 17.3 % 67,034,039 22.7 % Health Plan A 93,285,372 17.2 % 77,813,676 26.3 % Health Plan D 72,876,157 13.4 % 54,925,880 18.6 % All Other 173,284,531 31.9 % 58,417,707 19.7 % Total Revenue $ 542,998,305 100 % $ 295,884,386 100 % Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Capitated Revenue The Company contracts with health plans using an at-risk (shared savings) model. Under the at-risk model, the Company is responsible for the cost of all covered services provided to members assigned by the health plans to the Company in exchange for a fixed premium payment, which generally is a percentage of the payment based on health plans’ premiums received from CMS. Through this capitation arrangement, the Company stands ready to provide assigned Medicare Advantage beneficiaries all their medical care via the Company’s directly employed and affiliated physician/specialist network. The premiums health plans receive are determined via a competitive bidding process with CMS and are based on the costs of care in local markets and the average utilization of services by patients enrolled. Medicare pays capitation using a “risk adjustment model”, which compensates providers based on the health status (acuity) of each individual patient. Medicare Advantage plans with higher acuity patients receive higher premiums. Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after final data is compiled. The Company generally estimates transaction prices using the most likely methodology. Amounts are only included in the transaction price to the extent any significant uncertainty of reversal on cumulative revenue will not occur and is, furthermore, resolved. In certain contracts, PMPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. Capitated revenues are recognized based on an estimated PMPM transaction price to transfer the service for a distinct increment of the series (e.g. month) and is recognized net of projected acuity adjustments and performance incentives or penalties as Management cannot reasonably estimate the ultimate PMPM payment of those contracts. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. The capitation amount is subject to possible retroactive premium risk adjustments based on the member’s individual acuity. There were no premium risk adjustments recorded in 2021 or the first two quarters in 2022 as related to prior years. As the period between the time of service and time of payment is typically one year or less, Management elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company’s contracts with health plans may include core functions and services for managing assigned patients’ medical care. The combination of those services is offered as one “single solution” (“bundle”). Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patients-customers can change month over month. The Company does not offer nor price each individual function as a standalone a la carte service to health plans. However, the addition or exclusion of certain services may be negotiated and reflected in each health plan’s specific total percent of the premium (“POP”). At June 30, 2022 and December 31, 2021, the Company had POP contracts in effect with 20 health plans (across 5 states) and 17 health plans (across 4 states), respectively. Each month, in accordance with contractual obligations (for non-delegated health plans; e.g. - those for which the Company has not been delegated for claims processing), each plan funds a medical claims payment reserve equal to a defined percentage of premium attributable to members assigned to the Company. In turn, the Company administers and funds medical claims for contractually covered services, for assigned health plan members, from that health plan’s reserve. On a quarterly or monthly basis, health plans conduct a settlement of the reserve to determine any surplus or deficit amount. The reconciliation and distribution of the reserve occur within 120 days following the end of each quarter. An annual settlement reconciliation and distribution from all funds occurs within twenty-one At June 30, 2022, and December 31,2021, health plan receivables and health plan settlement payables , by health plan, by year, were as follows: Health Plan Receivables Successor June 30, 2022 December 31, 2021 Health Plan A $ 4,296,896 $ 4,695,712 Health Plan B 24,371,497 15,473,828 Health Plan C 32,543,742 1,380,752 Health Plan D 13,749,578 6,651,586 Health Plan E 517,654 2,439,046 Health Plan F 1,435,258 2,925,751 Health Plan G 19,890 239,375 Health Plan H 3,795,423 2,185,619 Health Plan I 1,504,353 1,134,750 Health Plan J 317,704 149,915 Health Plan K 666,312 2,705,147 Health Plan L 260,317 899,560 Health Plan M 3,310,581 1,747,116 Health Plan N 1,596,377 974,092 Health Plan O 2,696,375 666,291 Health Plan P 415,688 106,162 Health Plan Q 351,090 61,990 Health Plan R 4,426,655 3,578,682 Health Plan S 600,639 — Health Plan T 2,198,285 2,175,324 Health Plan U 723,797 60,306 Health Plan W 8,299 — Total Health Plan Receivables $ 99,806,410 $ 50,251,004 Health Plan Settlement Payables Successor June 30, 2022 December 31, 2021 Health Plan A $ 109,085 $ — Health Plan B 11,700,274 11,700,274 Health Plan D — 3,882,250 Health Plan F 5,144,469 6,085,425 Health Plan G 885,194 776,164 Health Plan I (147,868) (215,626) Health Plan O 16,552 (39,151) Health Plan U 226,209 226,209 Health Plan V 88,480 133,149 Total Health Plan Settlement Payables $ 18,022,395 $ 22,548,694 At June 30, 2022, and December 31, 2021, Management has deemed the Company’s settlement receivables to be fully collectible from those health plans where the Company is not delegated for claims processing. Accordingly, a constraint on the variable consideration associated with settlement receivables is not necessary. Other Patient Service Revenue(s) - Clinical Fees and Insurance Revenue Clinic fees and insurance revenues relate to net patient fees received from various payers and direct patients (“self-payers”) under contracts in which the Company’s sole performance obligation is to provide healthcare services through the operation of medical clinics. The Company recognizes clinic fees and insurance revenue in the period in which services are provided, on the date of service, under FFS payment arrangements, revenue is recognized on the date of service. The Company’s performance obligations are typically satisfied in the same day services are provided. All the Company’s contracts with its customers under these arrangements include a single performance obligation. The Company’s contractual relationships with patients, in most cases, also involve third-party payers (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through state-sponsored health insurance exchanges). Transaction prices for services provided are dependent upon specific rules in place with third party payers - specifically, Medicare/Medicaid and pre-negotiated rates with managed care health plans and commercial insurance companies. Contractual arrangements with third parties typically include payments at amounts which are less than standard charges. These charges generally have predetermined rates for diagnostic service codes or discounted FFS rates. Management perpetually reviews the Company’s contractual estimation processes to consider and incorporate updates to laws, regulations and frequent changes in the managed care system. Contractual terms are negotiated and updated accordingly upon renewal. The Company’s revenue is based upon the estimated amounts Management expects to receive from patients and third-party payers. Estimates of explicit price concessions under managed care and commercial insurance plans are tied to payment terms specified in related contractual agreements. Retroactively calculated explicit price concessions tied to reimbursement agreements with third-party payers are recognized on an estimated basis in the period related services are rendered and adjusted in future periods as final payments are received. Revenue related to uninsured patients, uninsured co-payments, and deductibles (for patients with healthcare coverage) may also be discounted. The Company records implicit price concessions (based on historical collection experience) related to uninsured accounts to recognize self-pay revenues at their most likely amounts to be collected. The Company deems FFS revenue to be variable consideration and that its estimates of associated transaction prices will not result in a significant revenue reversal in the future. Based on satisfaction of single performance obligations occurring on the dates of service, revenue is recognized as of the date services are provided. The Company, therefore, applies a portfolio approach to recognizing revenue from its FFS contracts. Management has elected two of the available practical expedients provided for by ASC 606. First, the Company did not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expensed all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. Other Patient Service Revenue(s) - Shared Risk Revenue P3 LLC (via one of its wholly owned subsidiaries - P3 Health Partners ACO, LLC “AzCC”) receives 30% of the shared risk savings from parties with whom it contracts under four separate arrangements. These arrangements are driven solely by medical cost containment year-over-year (“YoY”) expense reductions. This key performance indicator (“KPI”) is measured by the aggregate change in per member per year (“PMPY”) medical costs. If the sequential YoY PMPY aggregate change yields a reduction, the Company receives 30% of the associated total cost savings for that year. Conversely, if the sequential YoY PMPY aggregate change yields an increase in medical costs, no monies are due the Company that year. This KPI is compiled and reviewed on a calendar year basis. The Company recognizes shared risk revenue only upon the receipt of cash. Therefore, the likelihood of any significant revenue reversal in the future is non-existent. Other Patient Service Revenue(s) - Care Coordination Fees and Management Fees The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or Management Fee to the Company. CCFs and Management Fees are intended to fund the costs of delegated services provided to certain health plans. CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties. None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so. The Company uses a portfolio approach to account for CCFs and Management Fees. Based on similarities of the terms of the care coordination and administrative services, Management believes that revenue recognized by utilizing the portfolio approach approximates that which it would have realized if an individual contract approach were applied. Patient Fees Receivable Substantially, all client fees and insurance receivables are due under FFS contracts with third party payors, such as commercial insurance companies (“Commercial”), government-sponsored healthcare programs (“Medicare/ Medicaid”) or directly from patients (“Self-Pay”). Management continuously monitors activities from payors (including patients) and records an estimated price concession based on specific contracts and actual historical collection patterns. Patient fees receivable, where a third-party payor is responsible for the amount due, are carried at amounts determined by the original charges for services provided less implicit and explicit price concessions. Price concessions represent amounts made for contractual adjustments (discounts). Patient fees receivable is included in Clinic Fees and Insurance Receivables in the Company’s condensed consolidated balance sheets and are recorded net of contractual allowances. Patient fees receivable are recorded at the invoiced amount, net of any expected contractual adjustments and implicit price concessions, and do not bear interest. The Company has agreements with third-party payors that provide for payments at amounts different from the established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Patient service revenues are reported at the estimated net realizable amounts from patients, third-party payors, and others for services rendered. Contractual adjustments arising under reimbursement arrangements with third- party payors are accrued on an estimated basis in the period the related services are rendered and are adjusted in future periods as final settlements are determined. Implicit price concessions are taken based on historical collection experience and reflect the estimated amounts the Company expects to collect. Goodwill In accordance with ASC 350, Intangibles - Goodwill and Other Intangible Assets Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired asset, as well as its commitment to support these assets through continued investment and legal infringement protection. The Company reviews intangible assets, for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the asset exceeds its fair value and the impaired asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. Fair Value Measurements The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | Note 4: Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) . As a result of the Business Combinations, for accounting purposes, Foresight is the acquirer and P3 Health Group Holdings, LLC, which was renamed P3 Health Group, LLC (“P3 LLC”), is the accounting acquiree and predecessor. The financial statement presentation includes the financial statements of P3 LLC as “Predecessor” for the periods prior to the Closing Date (the “Predecessor Period(s)”) and of the Company as “Successor” for the periods after the Closing Date (the “Successor Period(s)”), including the consolidation of P3 LLC. The Successor Period includes the Company’s results of operations and cash flows for the period December 1 through December 2, 2021. As a result of the application of the acquisition method of accounting as of the Closing Date of the Business Combinations, the accompanying consolidated financial statements include a black line division that indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore, not comparable. The Company qualifies as an emerging growth company (“EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. The accounting pronouncements pending adoption as described in Note 6 “Recent Accounting Pronouncements Not Yet Adopted” reflect effective dates for the Company as an EGC with the extended transition period. Principles of Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company, and its subsidiaries, all of which are controlled by the Company through majority voting control and variable interest entities for which the Company is the primary beneficiary. As more fully described in Note 28 “Variable Interest Entities”, the Company is the primary beneficiary of the following physician practices (the “Network”): ● Kahan, Wakefield, Abdou, PLLC (“KWA”) ● Bacchus, Wakefield, Kahan, PC (“BACC”) ● P3 Health Partners Professional Services, P.C. ● P3 Medical Group, P.C. ● P3 Health Partners California, P.C. All intercompany accounts and transactions have been eliminated in consolidation. Variable Interest Entities (“VIE” or “VIEs”) Management analyzes whether the Company has any financial interests in VIEs. This analysis includes a qualitative review based on an evaluation of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. ASC 810 , Segment Reporting The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting Management’s Use of Estimates Preparation of these consolidated financial statements and accompanying footnotes, in conformity with GAAP, requires Management to make estimates and assumptions that could affect amounts reported here. Management bases its estimates on the best information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. See Note 26 “Commitments and Contingencies” for further discussion on the impact of COVID-19. The areas where significant estimates are used in these accompanying consolidated financial statements include revenue recognition, the liability for unpaid claims, unit-based compensation, premium deficiency reserves, fair value and impairment recognition of long-lived assets (including intangibles and goodwill), fair value of acquired assets and liabilities in business combinations, share-based compensation, fair value of liability classified instruments and judgments related to deferred income taxes. Actual results could differ from those estimates. Earnings (Loss) per Share and Member Unit Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of Public Warrants, Private Placement Warrants, restricted shares and escrow shares. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company analyzed the calculation of net loss per member unit for Predecessor Periods 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. Cash and Restricted Cash Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at banks. Accounts at each institution are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”). In 2021 and 2020, the Company maintained its cash in bank deposit accounts that, at times, may have exceeded FDIC insured limits. Management does not expect any losses to occur on such accounts. At December 31, 2021 and 2020, the Company had unrestricted cash of $140,477,586 and $36,261,104, respectively, deposited at banking institutions which are subject to the FDIC insured limit. Successor Predecessor December 31, December 31, 2021 2020 Checking $ 140,477,586 $ 36,261,104 Restricted 356,286 3,641,843 Total Cash Balances $ 140,833,872 $ 39,902,947 Restricted Cash is that which is held for a specific purpose (such as payment of partner distributions and legal settlements) and is thus not available to the Company for immediate or general business use. Restricted Cash appears as a separate line item on the Company’s consolidated balance sheets. The following table provides a reconciliation of cash and restricted cash on the balance sheet of the predecessor period at December 2, 2021, December 31, 2020, and December 31, 2019 that sum to the total of these items reported in the statement of cash flows. Predecessor December 2, December 31, December 31, 2021 2020 2019 Checking $ 5,300,842 $ 36,261,104 $ 32,592,496 Restricted 54,095 3,641,843 312,352 Total Cash Balances $ 5,354,937 $ 39,902,947 $ 32,904,848 Revenue Recognition and Revenue Sources The Company categorizes revenue based on various factors such as the nature of contracts and order to billing arrangements as follows: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, Revenue Type 2021 % of Total 2021 % of Total 2020 % of Total 2019 % of Total Capitated Revenue $ 57,224,539 97 % $ 567,735,297 98 % $ 480,739,577 98 % $ 139,332,707 96 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 750,675 2 % 4,318,074 1 % 3,364,504 1 % 3,312,107 2 % Shared Risk Revenue 180,558 0 % 601,509 0 % 1,111,466 0 % 932,301 1 % Care Coordination / Management Fees 600,175 1 % 5,880,397 1 % 5,614,539 1 % 1,893,553 1 % Incentive Fees 6,450 0 % 67,141 0 % 233,439 0 % 11,444 0 Total Other Patient Service Revenue 1,537,858 3 % 10,867,121 2 % 10,323,948 2 % 6,149,405 4 % Total Revenue $ 58,762,397 100 % $ 578,602,418 100 % $ 491,063,525 100 % $ 145,482,112 100 % The following table depicts the health plans from which the Company has a concentration of revenue that is 10.0% or more: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, Plan Name 2021 % of Total 2021 % of Total 2020 % of Total 2019 % of Total Health Plan A $ 11,664,112 20 % $ 139,289,079 24 % $ 147,906,495 30 % $ — — Health Plan B 12,757,714 22 % 126,460,232 22 % 112,384,330 23 % 13,557,771 9 % Health Plan C 6,156,558 10 % 71,061,602 12 % 66,237,074 13 % 27,788,287 19 % Health Plan D 10,337,160 18 % 114,496,751 20 % 62,683,829 13 % 6,106,544 4 % Health Plan E 1,820,518 3 % 22,249,245 4 % 28,880,247 6 % 39,265,322 27 % Health Plan F 2,446,094 4 % 26,670,388 5 % 24,521,349 5 % 26,703,364 18 % Health Plan G — — % 264,006 — % 22,646,251 5 % 20,157,166 14 % All Other 13,580,241 23 % 78,111,115 13 % 25,803,950 5 % 11,903,658 9 % Total Revenue $ 58,762,397 100 % $ 578,602,418 100 % $ 491,063,525 100 % $ 145,482,112 100 % Revenue Recognition The Company follows the accounting requirements of ASC 606, Revenue from Contracts with Customers The principles of ASC 606 are generally applied using the following five steps: 1. Identify the contract(s) with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) the entity satisfies a performance obligation. The guidance requires disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized. The Company initially applied the standard on January 1, 2019, using the modified retrospective adoption method, and elected to apply the modified retrospective method only to contracts that were not completed as of this date. Additionally, the Company utilized the portfolio approach to group contracts together with similar characteristics for the adoption analysis. Capitated Revenue The Company contracts with health plans using an at-risk (shared savings) model. Under the at-risk model, the Company is responsible for the cost of all covered services provided to members assigned by the health plans to the Company in exchange for a fixed premium payment, which generally is a percentage of the payment (“POP”) based on health plans’ premiums received from CMS. Through this capitation arrangement, the Company stands ready to provide assigned Medicare Advantage beneficiaries all their medical care via the Company’s directly employed and affiliated physician/specialist network. The premiums health plans receive are determined via a competitive bidding process with CMS and are based on the costs of care in local markets and the average utilization of services by patients enrolled. Medicare pays capitation using a “risk adjustment model”, which compensates providers based on the health status (acuity) of each individual patient. Medicare Advantage plans with higher acuity patients receive higher premiums. Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after final data is compiled. The Company generally estimates transaction prices using the most likely methodology. Amounts are only included in the transaction price to the extent any significant uncertainty of reversal on cumulative revenue will not occur and is, furthermore, resolved. In certain contracts, PMPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. Capitated revenues are recognized based on an estimated PMPM transaction price to transfer the service for a distinct increment of the series (e.g. month) and is recognized net of projected acuity adjustments and performance incentives or penalties as Management cannot reasonably estimate the ultimate PMPM payment of those contracts. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. The capitation amount is subject to possible retroactive premium risk adjustments based on the member’s individual acuity. In 2019, the Company recorded $150,681 of additional revenue related to prior year premium risk adjustments. There were no premium risk adjustments recorded in 2021 and 2020 as related to prior years. As the period between the time of service and time of payment is typically one year or less, Management elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company’s contracts with health plans may include core functions and services for managing assigned patients’ medical care. The combination of those services is offered as one “single solution” (“bundle”). Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patients-customers can change month over month The Company does not offer nor price each individual function as a standalone a la carte service to health plans. However, the addition or exclusion of certain services may be negotiated and reflected in each health plan’s specific total POP. At December 31, 2021, 2020 and 2019, the Company had POP contracts in effect with 17 health plans (across 4 states), 12 health plans (across 4 states) and 7 health plans (across 2 states), respectively. Each month, in accordance with contractual obligations (for non-delegated health plans; e.g. those for which the Company has not been delegated for claims processing), each plan funds a medical claims payment reserve equal to a defined percentage of premium attributable to members assigned to the Company. In turn, the Company administers and funds medical claims for contractually covered services, for assigned health plan members, from that health plan’s reserve. On a quarterly or monthly basis, health plans conduct a settlement of the reserve to determine any surplus or deficit amount. The reconciliation and distribution of the reserve occur within 120-days following the end of each quarter. An annual settlement reconciliation and distribution from all funds occurs within twenty-one months following each year-end. As of December 31, health plan receivables and health plan settlement payables, by health plan, by year, were as follows: Health Plan Receivables Successor Predecessor December 31, December 31, Health Plan Name 2021 2020 Health Plan A $ 4,695,712 $ 5,732,221 Health Plan B 15,473,828 15,316,696 Health Plan C 1,380,752 7,332,687 Health Plan D 6,651,586 6,863,270 Health Plan E 2,439,046 2,194,209 Health Plan F 2,925,751 3,222,247 Health Plan G 239,375 2,735,562 Health Plan H 2,185,619 878,866 Health Plan I 1,134,750 17,908 Health Plan J 149,915 285,730 Health Plan K 2,705,147 4,569 Health Plan L 899,560 378,822 Health Plan M 1,747,116 — Health Plan N 974,092 — Health Plan O 666,291 — Health Plan P 106,162 — Health Plan Q 61,990 — Health Plan R 3,578,682 — Health Plan T 2,175,324 — Health Plan U 60,306 — Total Health Plan Receivables $ 50,251,004 $ 44,962,787 Health Plan Settlement Payables Successor Predecessor December 31, December 31, Health Plan Name 2021 2020 Health Plan B $ 11,700,274 $ — Health Plan C — 1,928,414 Health Plan D 3,882,250 4,680,185 Health Plan F 6,085,425 6,125,681 Health Plan G 776,164 1,008,495 Health Plan I (215,626) — Health Plan O (39,151) — Health Plan U 226,209 — Health Plan V 133,149 — Total Health Plan Settlement Payables $ 22,548,694 $ 13,742,775 At December 31, 2021 and 2020, Management has deemed the Company’s settlement receivables to be fully collectible from those health plans where the Company is not delegated for claims processing. Accordingly, a constraint on the variable consideration associated with settlement receivables was not necessary. Other Patient Service Revenue(s) – Clinical Fees and Insurance Revenue Clinic fees and insurance revenues relate to net patient fees received from various payers and direct patients (“self-payers”) under contracts in which the Company’s sole performance obligation is to provide healthcare services through the operation of medical clinics. The Company recognizes clinic fees and insurance revenue in the period in which services are provided. Under FFS payment arrangements, revenue is recognized on the date of service. The Company’s performance obligations are typically satisfied in the same day services are provided. All the Company’s contracts with its customers under these arrangements include a single performance obligation. The Company’s contractual relationships with patients, in most cases, also involve third-party payers (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through state-sponsored health insurance exchanges). Transaction prices for services provided are dependent upon specific rules in place with third party payers – specifically, Medicare/Medicaid and pre-negotiated rates with managed care health plans and commercial insurance companies. Contractual arrangements with third parties typically include payments at amounts which are less than standard charges. These charges generally have predetermined rates for diagnostic service codes or discounted FFS rates. Management perpetually reviews the Company’s contractual estimation processes to consider and incorporate updates to laws, regulations and frequent changes in the managed care system. Contractual terms are negotiated and updated accordingly upon renewal. The Company’s revenue is based upon the estimated amounts Management expects to receive from patients and third-party payers. Estimates of explicit price concessions under managed care and commercial insurance plans are tied to payment terms specified in related contractual agreements. Retroactively calculated explicit price concessions tied to reimbursement agreements with third-party payers are recognized on an estimated basis in the period related services are rendered and adjusted in future periods as final payments are received. Revenue related to uninsured patients, uninsured co-payments, and deductibles (for patients with healthcare coverage) may also be discounted. The Company records implicit price concessions (based on historical collection experience) related to uninsured accounts to recognize self-pay revenues at their most likely amounts to be collected. The Company deems FFS revenue to be variable consideration and that its estimates of associated transaction prices will not result in a significant revenue reversal in the future. Based on satisfaction of single performance obligations occurring on the dates of service, revenue is recognized as of the date services are provided. The Company, therefore, applies a portfolio approach to recognizing revenue from its FFS contracts. Management has elected two of the available practical expedients provided for by ASC 606. First, the Company did not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expensed all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. Other Patient Service Revenue(s) – Shared Risk Revenue P3 LLC (via one of its wholly owned subsidiaries — P3 Health Partners ACO, LLC “AzCC”) receives 30% of the shared risk savings from parties with whom it contracts under four separate arrangements. These arrangements are driven solely by medical cost containment year-over-year (“YoY”) expense reductions. This key performance indicator (“KPI”) is measured by the aggregate change in PMPY (per member, per year medical costs). If the sequential YoY PMPY aggregate change yields a reduction, the Company receives 30% of the associated total cost savings for that year. Conversely, if the sequential YoY PMPY aggregate change yields an increase in medical costs, no monies are due the Company that year. This KPI is compiled and reviewed on a calendar year basis. The Company recognizes shared risk revenue only upon the receipt of cash. Therefore, the likelihood of any significant revenue reversal in the future is low. Other Patient Service Revenue(s) – Care Coordination Fees and Management Fees The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or Management Fee to the Company. CCFs and Management Fees are intended to fund the costs of delegated services provided to certain health plans. CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties. None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so. The Company uses a portfolio approach to account for CCFs and Management Fees. Based on similarities of the terms of the care coordination and administrative services, Management believes that revenue recognized by utilizing the portfolio approach approximates that which it would have realized if an individual contract approach were applied. Patient Fees Receivable Substantially, all client fees and insurance receivables are due under FFS contracts with third party payors, such as commercial insurance companies (“Commercial”), government-sponsored healthcare programs (“Medicare/ Medicaid”) or directly from patients (“Self-Pay”). Management continuously monitors activities from payors (including patients) and records an estimated price concession based on specific contracts and actual historical collection patterns. Patient fees receivable, where a third-party payor is responsible for the amount due, are carried at amounts determined by the original charges for services provided less implicit and explicit price concessions. Price concessions represent amounts made for contractual adjustments (discounts). Patient fees receivable is included in Clinic Fees and Insurance Receivables in the Company’s consolidated balance sheets and are recorded net of contractual allowances. Patient fees receivable are recorded at the invoiced amount, net of any expected contractual adjustments and implicit price concessions, and do not bear interest. The Company has agreements with third-party payors that provide for payments at amounts different from the established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Patient service revenues are reported at the estimated net realizable amounts from patients, third-party payors, and others for services rendered. Contractual adjustments arising under reimbursement arrangements with third- party payors are accrued on an estimated basis in the period the related services are rendered and are adjusted in future periods as final settlements are determined. Implicit price concessions are taken based on historical collection experience and reflect the estimated amounts the Company expects to collect. Property and Equipment Property and equipment is carried at acquisition cost, net of accumulated depreciation. Costs for repairs and maintenance of property and equipment, after such property and equipment has been placed in service, are expensed as incurred. Costs and related accumulated depreciation are eliminated when property and equipment is sold or otherwise disposed. Sales and disposals may result in asset- specific gains or losses. Any such gains or losses are included as a component of net income (loss). Management computes and records depreciation using the straight-line method. Lease terms range from one Classification Depreciation Cycle Leasehold Improvements (Cycle: Lease Term) 1 to 10 Years Furniture & Fixtures 7 Years Computer Equipment 3 Years Medical Equipment 7 Years Software 3 Years Software (Development in Process) N/A ASC 350-40, Internal Use Software Computer software is considered for internal use when it is developed or purchased for the internal usage and needs of the organization only. Beginning in 2018, the Company began the project build of its own proprietary technology to serve core functions of its business operations such as revenue and medical cost analysis, care management and various facets that promote impactful utilization. At December 31, 2021 and 2020, the Company has categorized $2,433,470 and $2,794,221, respectively to property and equipment for these software costs (specifically to work in progress). The Company’s internally-developed technology has been and is continuing to be designed to standardize the availability of quality data used across the enterprise. The technology requires several components of external input from health plans served by the Company, its provider network and member-patient populations. As internally developed technology is deemed “substantially complete”, it is placed into service and depreciated over three years. In 2021 and 2020, $2,087,022 and $534,931 of capitalized costs was placed into service. Any, and all, costs associated with internally developed technology, following deployment are expensed directly to the Company’s consolidated statements of operations, as incurred. Fair Value Measurements The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Impairment of Long-Lived Assets In accordance with ASC 360, Property, Plant, and Equipment Goodwill In accordance with ASC 350, Intangibles – Goodwill and Other , Management tests goodwill for impairment at the reporting unit level. The Company has one reporting unit for the goodwill impairment testing purposes. Goodwill is tested for impairment on an annual basis in the fourth quarter, or more frequently if events or changes in circumstances indicate the carrying value of goodwill may not be recoverable (a “triggering event”). On the occurrence of a triggering event, an entity has the option to first assess qualitative factors to determine whether a quantitative impairment test is necessary. If it is more likely than not that goodwill is impaired, the fair value of the reporting unit (the Company) is compared with its carrying value. An impairment charge is recognized for the amount by which the carrying amount exceeds the fair value, provided, the loss recognized cannot exceed the total amount of goodwill. No goodwill impairment charges were recorded in 2021, 2020 and 2019. See Note 11 “Goodwill.” Intangible Assets Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired asset, as well as its commitment to support these assets through continued investment and legal infringement protection. The Company reviews intangible assets, for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the asset exceeds its fair value and the impaired asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. Leases The Company accounts for leases in accordance with ASC 842, Leases Some of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company does not currently have any finance leases. The Company’s lease agreements contain variable payments for common area maintenance and utilities. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non-lease component charges. The Company does not have significant residual value guarantees or restrictive covenants in its lease portfolio. Business Combinations In accordance with ASC 805, Business Combinations Equity-Based Compensation Unit-Based Compensation Prior to the Business Combinations, P3 Health Group Holdings had granted unit-based awards to certain non-employee Board directors and officers of P3 Health Group Holdings, in the form of non-vested units (the “Incentive Units”). All awards of Incentive Units were equity-classified and measured on the fair value of the award on the date of grant. For equity awards that vest subject to the satisfaction of service-based conditions, compensation cost is measured at the grant date fair value and compensation cost is recognized on a straight-line basis over the requisite service period, which varies by award. For equity awards that vest subject to the satisfaction of performance-based conditions, compensation cost is measured based on the grant date fair value. The Company evaluates the probability of achieving each performance-based condition at each reporting date and recognizes compensation cost when it is deemed probable that the performance-based condition will be met on an accelerated basis over the requisite service period, which varies by award. There have been no issuances of grant awards under the legacy P3 Health Group Holdings incentive program since the Business Combinations. Any future grants will be made under the 2021 Incentive Award Plan. The Company accounts for forfeitures as they occur. As P3 LLC is a subsidiary of the Company, the Company consolidates compensation cost recognized by P3 LLC in its consolidated financial statements. Stock-based compensation is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. The Company estimates the fair value of equity grants using the Black-Sholes option pricing model. The assumptions used in estimating the fair value of these awards, such as expected term, expected dividend yield, volatility, and risk-free interest rate represent management’s best estimates and involve inherent uncertainties and the application of management’s |
Recent Accounting Pronouncement
Recent Accounting Pronouncements Adopted | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Recent Accounting Pronouncements Adopted | Note 5: Recent Accounting Pronouncements Adopted ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”) ASU 2021-04 requires issuers to account for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. The Company adopted ASU 2014-04 in the first quarter of 2022 on a prospective basis. The adoption of this standard did not have a material effect on the Company’s condensed consolidated financial statements and related disclosures. ASU 2021-10, Government Assistance (Topic 8352), Disclosures by Business Entities about Government Assistance (“ASU 2021-10”) In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-10. ASU 2021-10 requires annual disclosures about transactions with a government entity that are accounted for by applying a grant or contribution accounting model including (i) information about the nature of the transactions and the related accounting policy used to account for the transaction; (ii) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item; and (iii) significant terms and conditions of the transactions, including commitments and contingencies. ASU 2021-10 is effective for annual periods beginning after December 15, 2021. The Company adopted the ASU prospectively on January 1, 2022. The adoption of this standard did not have a material effect on the Company’s condensed consolidated financial statements and related disclosures. | Note 5: Recent Accounting Pronouncements Adopted ASU 2017-04, Intangible – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) In the fourth quarter of 2021, the Company adopted ASU 2017-04 on a prospective basis. The primary provision of ASU 2017-04 was to simplify the subsequent measurement of goodwill whereby the test for impairment of goodwill consists of comparing the fair value of the reporting unit to the carrying value of the reporting unit. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; provided, the loss recognized cannot exceed the total amount of goodwill allocated to the reporting unit. The income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss are considered. See Note 11 “Goodwill” for a summary of the Company’s 2021 assessment of goodwill. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements Not Yet Adopted | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Recent Accounting Pronouncements Not Yet Adopted | Note 6: Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | Note 6: Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt: Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call-Options In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Business Combinations
Business Combinations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Business Acquisition [Line Items] | ||
Business Combinations | Note 7: Business Combinations Foresight Business Combinations On December 3, 2021, the Company entered into the Business Combinations described in Note 1 “Organization and Basis of Presentation.” The Business Combinations represent a forward merger and is accounted for using the acquisition method of accounting under which P3 Health Group Holdings, LLC is treated as the acquired company for financial reporting purposes. This determination is based primarily on the following facts: (i) The Company is the sole managing member of P3 LLC subsequent to the consummation of the Business Combinations, and the managing member conducts, directs and exercises full control over all activities of P3 LLC. The non-managing members of P3 LLC do not have substantive kick-out or participating rights; and (ii) No one predecessor stakeholder of P3 had a controlling interest in P3 before or has a controlling interest in the combined company after the Business Combination. The Business Combination is not a transaction between entities under common control. These factors support the conclusion that the Company acquired a controlling interest in P3 LLC and is the accounting acquirer. For accounting purposes, the accounting acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or voting interest model pursuant to ASC 810. If the acquiree is a variable interest entity, the primary beneficiary would be the accounting acquirer. The Company is the primary beneficiary of P3 LLC, which is a variable interest entity, since it has the power to direct the activities of P3 LLC that most significantly impact P3 LLC’s economic performance through its role as the sole managing member. Therefore, the Company is the accounting acquirer of P3 LLC and the Business Combinations should be accounted for using the acquisition method. Under the acquisition method of accounting, Foresight’s assets and liabilities are recorded at carrying value and the assets and liabilities associated with P3 LLC are recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The acquisition method of accounting is based on ASC Topic 805, Business Combinations ASC 820 defines fair value, establishes a framework for measuring fair value, and sets forth a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to develop the fair value measurements. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for a non-financial asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective, and it is possible that other professionals applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. As a result of the Business Combinations, P3 LLC, which represents substantially all of the economic activity of the Company, is a subsidiary of the Company. Since the Company is the sole managing member of P3 LLC following the Business Combinations, the P3 LLC Units held by P3 Equity holders are classified as Redeemable Noncontrolling Interests in the Company’s financial statements for financial reporting purposes. An allocation of net income or loss representing the percentage of ownership of P3 LLC not controlled by the Company, will be attributed to the Redeemable Noncontrolling Interests in the Company’s statement of operations. Upon the completion of the Business Combinations, the Company entered into a Tax Receivable Agreement (“TRA”) with certain of the P3 Equity holders and P3 LLC. The TRA provides for the payment to the P3 Equity holders of 85% of the income tax benefits, if any, that are actually realized. At the completion of the Business Combinations, the Company did not record a TRA liability related to the tax savings it would realize from the utilization of such tax benefits after concluding it is not probable that such a liability would be paid based on its estimates of future taxable income, consistent with the Company’s conclusion that it is not more-likely-than-not to realize its deferred tax assets. See Note 16 “Income Taxes” for further information. The following summarizes the purchase price consideration: Successor December 31, Foresight 2021 Equity $ 80,300,733 Fair Value of Non-controlling Interest 1,807,427,576 Stock Compensation Pre-combination Services 26,313,476 Cash Consideration 18,405,083 Payment of P3 Health Group Holdings, LLC’s Transaction Costs 19,151,752 Total Purchase Consideration $ 1,951,598,620 The Company recorded the allocation of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the Closing Date. The allocation reflects the fair value of assets and liabilities associated with the Company’s other acquisitions in 2021 which occurred in the Predecessor period described below with the exception of Medcore Health Plan, Inc. (“Medcore HP”) and Omni IPA Medical Group, Inc. (“Omni”), which occurred in the Successor Period. The aggregate purchase price consideration for the P3 LLC acquisition has been allocated as follows: Purchase Price Allocation Amounts Assets Acquired: Cash $ 5,300,842 Restricted Cash 54,095 Health Plan Settlement Receivables 47,733,033 Clinic Fees and Insurance Receivables, Net 426,064 Other Receivables 1,880,939 Prepaid Expenses and Other Current Assets 938,413 Property and Equipment, Net 7,875,234 Intangible Assets, Net: Customer Relationships 684,000,000 Provider Network 3,700,000 Trademarks 147,700,000 Goodwill 1,278,452,778 Notes Receivable 3,734,012 Right of Use Assets 6,870,279 Total Assets Acquired $ 2,188,665,689 Liabilities Assumed: Accounts Payable and Accrued Expenses $ 25,819,091 Accrued Payroll 2,868,664 Health Plans Settlements Payable 25,007,542 Claims Payable 76,031,460 Premium Deficiency Reserve 11,559,067 Accrued Interest 9,268,846 Current Portion of Long-Term Debt 301,443 Lease Liability 6,210,956 Long-Term Debt, Net of Current Portion 80,000,000 Total Liabilities Assumed $ 237,067,069 Net Assets Acquired $ 1,951,598,620 Goodwill represents the excess of the purchase price over the fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and expected future market opportunities. $3.8 million of goodwill recognized in the Business Combinations is expected to be deductible for tax purposes. See Note 16 “Income Taxes”. The useful life of acquired definite lived intangible assets is 10 years. Other Acquisitions On December 27, and December 31, 2021, respectively, the Company acquired 100% of the outstanding equity of Medcore HP and the net assets of Omni The Company also purchased three other medical practices during the Predecessor Period of 2021 for a total net cash purchase price of $4,989,000. As referenced above, the assets acquired and liabilities assumed in these acquisitions was included in the purchase consideration and allocation for the Business Combinations. Goodwill represents the excess of the purchase price over the fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and expected future market opportunities. $8.1 million of goodwill recognized in the Business Combinations is expected to be deductible for tax purposes. The aggregate purchase price consideration of the other acquisitions in 2021 has been allocated as follows: Purchase Price Allocation Successor Period Predecessor Period Assets Acquired: Cash $ 20,547,337 $ 3,000 Restricted Cash 302,187 — Health Plan Settlement Receivables 5,754,006 — Clinic Fees and Insurance Receivables, Net 141,186 — Other Receivables 726,378 — Prepaid Expenses and Other Current Assets 1,189,575 — Property and Equipment, Net 113,436 5,896 Intangible Assets, Net: Customer Relationships — 2,045,604 Pay or Contracts 4,700,271 — Provider Network 1,100,000 — Trademarks 900,000 — Medical Licenses 700,000 — Goodwill 31,297,438 2,934,500 Total Assets Acquired $ 67,471,814 $ 4,989,000 Liabilities Assumed: Accounts Payable and Accrued Expenses $ 150,196 $ — Accrued Payroll 277,074 — Health Plans Settlements Payable 133,149 — Claims Payable 26,898,074 — Total Liabilities Assumed 27,458,493 — Net Assets Acquired $ 40,013,321 $ 4,989,000 Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisition of P3 Health Group Holdings, LLC and the Medcore Acquisition had occurred on January 1, 2021. The unaudited pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, transaction expenses, accelerated vesting of equity compensation and income attributable to non-controlling interest holders. Six Months Ended June 30, 2021 (Unaudited) Total Operating Revenue $ 369,698,137 Net Profit $ (173,796,294) Net Loss Attributable to Non-controlling Interest $ (143,555,739) Net Loss Attributable to Controlling Interest $ (30,240,555) The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical condensed consolidated financial statements of the Company, the Company's Predecessor Periods and the Company's Successor Period. The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the P3 Health Group Holdings, LLC acquisition, assuming the acquisition had occurred on January 1, 2021, including the following: 1) 2) | Note 7: Business Combinations Foresight Business Combinations On December 3, 2021, the Company entered into the Business Combinations described in Note 1 “Company Operations.” The Business Combinations represent a forward merger and is accounted for using the acquisition method of accounting under which P3 Health Group Holdings is treated as the acquired company for financial reporting purposes. This determination is based primarily on the following facts: (i) The Company is the sole managing member of P3 LLC subsequent to the consummation of the Business Combinations, and the managing member conducts, directs and exercises full control over all activities of P3 LLC. The non-managing members of P3 LLC do not have substantive kick-out or participating rights; and (ii) No one predecessor stakeholder of P3 had a controlling interest in P3 before or has a controlling interest in the combined company after the Business Combinations. The Business Combinations is not a transaction between entities under common control. These factors support the conclusion that the Company acquired a controlling interest in P3 LLC and is the accounting acquirer. For accounting purposes, the accounting acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or voting interest model pursuant to ASC 810. If the acquiree is a variable interest entity, the primary beneficiary would be the accounting acquirer. The Company is the primary beneficiary of P3 LLC, which is a variable interest entity, since it has the power to direct the activities of P3 LLC that most significantly impact P3 LLC’s economic performance through its role as the sole managing member. Therefore, the Company is the accounting acquirer of P3 LLC and the Business Combinations should be accounted for using the acquisition method. Under the acquisition method of accounting, Foresight’s assets and liabilities are recorded at carrying value and the assets and liabilities associated with P3 LLC are recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The acquisition method of accounting is based on ASC Topic 805 , Business Combinations Fair Value Measurements ASC 820 defines fair value, establishes a framework for measuring fair value, and sets forth a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to develop the fair value measurements. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for a non-financial asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective, and it is possible that other professionals applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. As a result of the Business Combinations, P3 LLC which represents substantially all of the economic activity of the Company became a subsidiary of the Company. Since the Company is the sole managing member of P3 LLC following the Business Combinations, the P3 LLC Units held by P3 Equityholders are classified as Redeemable Non-controlling Interests in the Company’s financial statements for financial reporting purposes. An allocation of net income or loss representing the percentage of ownership of P3 LLC not controlled by the Company will be attributed to the Redeemable Non-controlling Interests in the Company’s statement of operations. Upon the completion of the Business Combinations, the Company entered into a Tax Receivable Agreement with certain of the P3 Equityholders and P3 LLC. The Tax Receivable Agreement provides for the payment to the P3 Equityholders of 85% of the income tax benefits, if any, that are actually realized. At the completion of the Business Combinations, the Company did not record a Tax Receivable Agreement liability related to the tax savings it would realize from the utilization of such tax benefits after concluding it is not probable that such a liability would be paid based on its estimates of future taxable income, consistent with the Company’s conclusion that it is not more-likely-than-not to realize its deferred tax assets. See Note 14 “Tax Receivable Agreement” for further information. The following summarizes the purchase price consideration: Successor December 31, 2021 Foresight Equity $ 80,300,733 Fair Value of Non-controlling Interest 1,807,427,576 Stock Compensation Pre-combination Services 26,313,476 Cash Consideration 18,405,083 Payment of P3 Health Group Holdings, LLC’s Transaction Costs 19,151,752 Total Purchase Consideration $ 1,951,598,620 The Company recorded the allocation of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the Closing Date. The allocation reflects the fair value of assets and liabilities associated with the Company’s other acquisitions in 2021 Predecessor Period described below with the exception of Medcore Health Plan, Inc. and Omni IPA Medical Group, Inc., which occurred in the Successor Period. The aggregate purchase price consideration for the P3 LLC acquisition has been allocated as follows: Assets Acquired: Cash $ 5,300,842 Restricted Cash 54,095 Health Plan Settlement Receivables 47,733,033 Clinic Fees and Insurance Receivables, Net 426,064 Other Receivables 1,880,939 Prepaid Expenses and Other Current Assets 938,413 Property and Equipment, Net 7,875,234 Intangible Assets, Net: Customer Relationships 684,000,000 Provider Network 3,700,000 Trademarks 147,700,000 Goodwill 1,278,452,778 Notes Receivable, Net 3,734,012 Right of Use Assets 6,870,279 Total Assets Acquired 2,188,665,689 Liabilities Assumed: Accounts Payable and Accrued Expenses 25,819,091 Accrued Payroll 2,868,664 Health Plans Settlements Payable 25,007,542 Claims Payable 76,031,460 Premium Deficiency Reserve 11,559,067 Accrued Interest 9,268,846 Current Portion of Long-Term Debt 301,443 Lease Liability 6,210,956 Long-Term Debt, Net of Current Portion 80,000,000 Total Liabilities Assumed 237,067,069 Net Assets Acquired $ 1,951,598,620 Goodwill represents the excess of the purchase price over the fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and expected future market opportunities. $3.8 million of goodwill recognized in the Business Combinations is expected to be deductible for tax purposes. See Note 17 “Income Taxes.” The useful life of acquired definite lived intangible assets is 10 years. Other Acquisitions On December 31, and December 27, 2021, respectively, the Company acquired 100% of the outstanding equity of Medcore Health Plan, Inc. (“Medcore HP”) and the net assets of Omni IPA Medical Group, Inc The Company also purchased three other medical practices during the Predecessor Period of 2021 for a total net cash purchase price of $4,989,000. As referenced above, the assets acquired and liabilities assumed in these acquisitions was included in the purchase consideration and allocation for the Business Combinations. Goodwill represents the excess of the purchase price over the fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and expected future market opportunities. $8.1 million of goodwill recognized in the Business Combinations is expected to be deductible for tax purposes. The aggregate purchase price consideration of the other acquisitions in 2021 has been allocated as follows: Successor Predecessor Period Period Assets Acquired: Cash $ 20,547,337 $ 3,000 Restricted Cash 302,187 — Health Plan Settlement Receivables 5,754,006 — Clinic Fees and Insurance Receivables, Net 141,186 — Other Receivables 726,378 — Prepaid Expenses and Other Current Assets 1,189,575 — Property and Equipment, Net 113,436 5,896 Intangible Assets, Net: Customer Relationships — 2,045,604 Payor Contracts 4,700,271 — Provider Network 1,100,000 — Trademarks 900,000 — Medical Licenses 700,000 — Goodwill 31,297,438 2,934,500 Total Assets Acquired 67,471,814 4,989,000 Liabilities Assumed: Accounts Payable and Accrued Expenses 150,196 — Accrued Payroll 277,074 — Health Plans Settlements Payable 133,149 — Claims Payable 26,898,074 — Total Liabilities Assumed 27,458,493 — Net Assets Acquired $ 40,013,321 $ 4,989,000 Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Business Combinations, and the Medcore Acquisition had occurred on January 1, 2020. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. Year Ended Year Ended December 31, December 31, 2021 2020 (Unaudited) (Unaudited) Total Operating Revenue $ 793,447,211 $ 615,487,335 Net Loss $ (259,282,984) $ (198,926,617) Net Loss Attributable to Non-controlling Interest $ (214,167,745) $ (164,313,386) Net Loss Attributable to Controlling Interest $ (45,115,239) $ (34,613,231) The proforma financial information presented above has been derived from the historical consolidated financial statements of the Company, the Company’s Predecessor Periods and the Company’s Successor Period. The Successor and Predecessor Periods for the year ended December 31, 2021 have been combined. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, transaction expenses, accelerated vesting of equity compensation, debt discount amortization and income attributable to non-controlling interest holders. The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the P3 Health Group Holdings, LLC acquisition, assuming the acquisition had occurred on January 1, 2020, including the following: 1) Transaction costs of approximately $39.4 million are assumed to have occurred on January 1, 2020 and are recognized as if incurred on January 1, 2020. 2) The acceleration of certain stock-based awards of $2.4 million are assumed to have occurred on January 1, 2020 and are recognized as if incurred on January 1, 2020. |
Fair Value Measurements and Hie
Fair Value Measurements and Hierarchy | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value Measurements and Hierarchy | NOTE 11 —FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 2, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 2, Description Level 2021 Liabilities: Warrant Liability - Public Warrants 1 12,860,834 Warrant Liability - Private Placement Warrants 3 288,925 Warrant Liability - Underwriter Warrants 3 63,500 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and remeasured on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Measurement The Company utilizes a Cox-Ross-Rubenstein lattice model to value the warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 3, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement and December 3, 2021 (Private Placement Warrants only): February 12, 2021 (Initial Measurement) December 3, 2021 Risk-free interest rate 0.56 % 1.13 % Trading days per year 252 252 Expected volatility 17.8 % 21.0 % Exercise price $ 11.50 $ 11.50 Stock Price $ 9.65 $ 9.48 On February 12, 2021, the fair value of the Private Placement Warrants and Public Warrants were determined to be $1.05 and $1.03 per warrant for aggregate values of $0.2 million and $10.8 million, respectively. On December 2, 2021, the fair value of the Private Placement Warrants and Public Warrants were determined to be $1.22 and $1.27 per warrant for aggregate values of $0.3 million and $12.8 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 12, 2021 (including over-allotment) 280,875 10,857,917 11,138,792 Change in valuation inputs or other assumptions $ 71,550 $ 2,002,917 $ 2,074,467 Fair value as of December 2, 2021 $ 352,425 $ 12,860,834 $ 13,213,259 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $12,860,834 during the period from February 12, 2021 through December 2, 2021. | ||
P3 Health Partners Inc. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value Measurements and Hierarchy | Note 8: Fair Value Measurements and Hierarchy See Note 4 “Significant Accounting Policies” for a summary of the Company’s policies relating to fair value measurements. The following table presents the carrying amounts of the Company’s financial instruments as of June 30, 2022 and December 31, 2021, respectively: Successor June 30, 2022 December 31, 2021 Financial assets: Cash $ 63,145,379 $ 140,477,586 Restricted cash 753,920 356,286 Clinics fees and insurance receivables, net 1,931,291 1,090,104 Other receivables 261,935 726,903 Financial liabilities: Accounts payable and accrued expenses 20,693,070 17,730,683 Warrants liabilities 5,429,009 11,382,826 The book value of cash, clinic fees and insurance receivables, net, other receivables, and accounts payable and accrued expenses approximate fair value because of the short maturity and high liquidity of these instruments. Liabilities for private placement warrants are measured at fair value using Level 3 inputs. The following table represents the Company’s fair value hierarchy for its financial liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021: Level 1 Level 2 Level 3 Total Warrant liability as of June 30, 2022 $ 5,270,834 $ — $ 158,175 $ 5,429,009 Warrant liability as of December 31, 2021 10,880,550 — 502,276 11,382,826 The key Level 3 inputs into the option pricing model as of June 30, 2022 relating to the Private Placement Warrants to purchase Class A Common Stock were as follows: Volatility 65.00 % Risk-Free Interest rate 3.00 % Exercise Price $ 11.50 Expected Term 4.4 Years The key Level 3 inputs into the option pricing model as of December 31, 2021 relating to the Private Placement Warrants to purchase Class A Common Stock were as follows: Volatility 60.00 % Risk-Free Interest rate 1.26 % Exercise Price $ 11.50 Expected Term 4.9 Years Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the warrants would each result in a directionally similar change in the estimated fair value of the Company’s warrant liabilities. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock and, as such, there is no change in the estimated fair value of the warrant liabilities due to the dividend assumption. The following tables set forth a summary of changes in the fair value of the Company’s Level 3 fair value measurements for the periods indicated: Successor Predecessor Six Months Ended June Six Months Ended June 30, 2022 30, 2021 Beginning Balance of Private Warrant Liability $ 502,276 $ 6,316,605 Mark-to-Market Adjustment for Stock Warrants (344,101) 10,661,579 Ending Balance of Private Warrant Liability $ 158,175 $ 16,978,184 | Note 8: Fair Value Measurements and Hierarchy See Note 4 “Significant Accounting Policies” for a summary of the Company’s policies relating to fair value measurements. The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2021 and 2020: Successor Predecessor December 31, December 31, 2021 2020 Financial Assets: Cash $ 140,477,586 $ 36,261,104 Restricted Cash $ 356,286 $ 3,641,843 Clinics Fees and Insurance Receivables, Net $ 1,090,104 $ 675,954 Other Receivables $ 726,903 $ 146,117 Financial Liabilities: Accounts Payable and Accrued Expenses $ 17,730,683 $ 11,793,125 Liability for Warrants $ 11,382,826 $ 6,316,605 The book value of cash, clinic fees and insurance receivables, net, other receivables, and accounts payable and accrued expenses approximate fair value because of the short maturity and high liquidity of these instruments. Liabilities for private placement warrants are measured at fair value using Level 3 inputs. The key Level 3 inputs into the option pricing model as of December 31, 2020 related to the Class D warrants to purchase Class D Shares were as follows: Volatility 65.0 % Risk-Free Interest rate 0.10 % Exercise Price $ 4.68 Expected Term 1.1 Years The key Level 3 inputs into the option pricing model as of December 31, 2021 relating to the Private Placement Warrants to purchase Class A Common Stock were as follows: Volatility 60.0 % Risk-Free Interest rate 1.26 % Exercise Price $ 11.50 Expected Term 4.9 Years Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the warrants would each result in a directionally similar change in the estimated fair value of the Company’s warrant liabilities. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock and, as such, there is no change in the estimated fair value of the warrant liabilities due to the dividend assumption. The following tables set forth a summary of changes in the fair value of the Company’s Level 3 fair value measurements for the periods indicated: Successor Predecessor December 3, 2021 through Year December 31, January 1, 2021 Ended 2021 through December (Private December 2, 2021 31, 2020 Placement (Class D (Class D Warrants) Warrants) Warrants) Beginning Balance $ 793,650 $ 6,316,605 $ N/A Issuance of Class D Warrants — — 6,316,605 Mark-to-Market Adjustment for Stock Warrants (291,374) 7,664,869 — Ending Balance $ 502,276 $ 13,981,474 $ 6,316,605 |
Patient Fees Receivable
Patient Fees Receivable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Patient Fees Receivable | Note 9: Patient Fees Receivable Patient fees receivable is included in Clinic Fees and Insurance Receivables in the Company’s condensed consolidated balance sheets and consisted of the following categories for each of the periods ending June 30, 2022 and December 31, 2021 presented below: Successor June 30, 2022 December 31, 2021 Total Receivables: Gross $ 2,698,072 $ 2,641,182 Less: Contractual Allowances (2,129,238) (1,968,750) Receivables Net of Contractual Allowances $ 568,834 $ 672,432 | |
P3 Health Partners Inc. | ||
Disaggregation of Revenue [Line Items] | ||
Patient Fees Receivable | Note 9: Patient Fees Receivable Patient fees receivable is included in Clinic Fees and Insurance Receivables in the Company’s consolidated balance sheets and consisted of the following categories for each of the years ending December 31, presented below: Successor Predecessor December 31, December 31, 2021 2020 Total Receivables: Gross $ 2,641,182 $ 1,041,300 Less: Contractual Allowances (1,968,750) (791,837) Receivables Net of Contractual Allowances $ 672,432 $ 249,463 Commercial $ 362,851 $ 85,504 Medicare / Medicaid 280,265 116,220 Self Pay 29,316 47,739 Receivables Net of Contractual Allowances $ 672,432 $ 249,463 |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | Note 10: Property and Equipment The Company’s property and equipment balances as of June 30, 2022 and December 31, 2021 consisted of the following: Successor June 30, 2022 December 31, 2021 Leasehold Improvements $ 1,582,725 $ 1,537,091 Furniture & Fixtures 1,360,095 1,108,184 Computer Equipment & Software 2,703,230 2,700,617 Medical Equipment 414,100 414,100 Software (Development in Process) 3,533,823 2,433,470 Other 36,788 36,788 9,630,761 8,230,250 Less: Accumulated Depreciation (1,337,796) (182,321) Property and Equipment, Net $ 8,292,965 $ 8,047,929 | Note 10: Property and Equipment The Company’s property and equipment balances as of December 31 consisted of the following: Successor Predecessor December 31, December 31, 2021 2020 Leasehold Improvements $ 1,537,091 $ 1,392,688 Furniture & Fixtures 1,108,184 1,150,789 Computer Equipment & Software 2,700,617 1,947,894 Medical Equipment 414,100 457,822 Software (Development in Process) 2,433,470 2,794,221 Other 36,788 — 8,230,250 7,743,414 Less: Accumulated Depreciation (182,321) (1,592,827) Property and Equipment, Net $ 8,047,929 $ 6,150,587 |
Goodwill
Goodwill | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Goodwill [Line Items] | ||
Goodwill | Note 11: Goodwill A summary of changes in the Company’s goodwill during the six months ended June 30, 2022 is as follows: June 30, 2022 Balance at December 31, 2021 $ 1,309,750,216 Impairment charges (851,455,754) Balance at June 30, 2022 $ 458,294,462 Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $458,294,462 and $1,309,750,216 as of June 30, 2022, and December 31, 2021. The Company did not make any new acquisitions during the six months ended June 30, 2022. However, in the second quarter of 2022, the overall market has significantly deteriorated and there’s a sustained decrease in the Company’s share price. As a result, and as required by ASC 350, the Company performed an updated interim goodwill impairment test as of June 30, 2022. The Company first assessed qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. Management noted that the steady decline in share price seen from April 1, 2022, through June 30, 2022, covers a period of 3 months. The stock is 63% lower than its opening price on December 2, 2021, and has not surpassed that price since December 15, 2021. Additionally, the Company’s share price kept declining in May 2022, which did not follow the overall rebound pattern in the healthcare industry. Thus, Management determined that it is not just market factors affecting the price and the share price performance covers a sustained period of time. In addition, the Company incurred higher than expected medical expenses due to the COVID-19 pandemic, which resulted in a decrease in adjusted EBITDA. Management concludes that, given the macroeconomic and financial market conditions, industry-specific considerations, the Company’s performance, and its sustained decrease in share price, it is more likely than not that the fair value of P3 is less than its carrying amount. As a result, Management performed an interim test of impairment using quantitative methods. When performing quantitative testing, the Company first estimates the fair values of its reporting units using a weighted combination of discounted cash flows and a market-based method. Taking into consideration the updated business outlook and current difficult market conditions, management updated the assumption for future cash flow estimation. In particular, management increased expected medical expense in cash flow projection for the goodwill impairment test, which lowered the forecast for adjusted EBITDA. Under the market approach, management estimated a fair value based on comparable companies' market multiples of revenues and EBITDA. Finally, management compared the weighted estimated fair value to the carrying amount. Based on Management’s quantitative analysis, $851.5 million goodwill impairment charges is recorded for the three-month periods ended June 30, 2022. No goodwill impairment was recorded for the six-month periods ended June 30, 2021. During the second half of the fiscal year 2022, as the Company’s goodwill impairment analysis is sensitive to market capitalization, projected revenues, and adjusted EBITDA, the Company will continue to monitor key assumptions and other factors utilized in the interim goodwill impairment analysis. | Note 11: Goodwill The following tables provide changes in goodwill for the periods indicated. Predecessor Balance at December 31, 2019 $ 741,128 Acquisitions 130,000 Balance at December 31, 2020 871,128 Acquisitions 2,934,500 Balance at December 2, 2021 $ 3,805,628 Successor Balance at December 3, 2021 (1) $ 1,278,452,778 Acquisitions 31,297,438 Balance at December 31, 2021 $ 1,309,750,216 (1) Represents the opening balance of goodwill as of December 3, 2021 due to the Business Combination Goodwill recorded in the Predecessor Period of 2021 was associated with the acquisition of three medical practices. The opening balance of goodwill at December 3, 2021 reflects the Business Combinations. Goodwill recorded in the Successor Period of 2021 was associated with the Medcore Acquisition. See Note 7 “Business Combinations.” Based on Management’s qualitative analysis, no goodwill impairment charges were recorded in the Successor Period of 2021 and the Predecessor Due to the decrease in the share price over the second quarter of 2022, the Company will record a goodwill impairment of $851.5 million as of June 30, 2022. The amount was not recorded at December 31, 2021 or March 31, 2022 as the decline in the share price was considered temporary under the ASC 350 guidance as of those dates. |
Intangible Assets
Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | Note 12: Intangible Assets The follow tables provide changes in other intangible assets for the six months ended June 30, 2022. Customer Provider Medical Relationships Trademarks Payor Contracts Network Licenses Total Balance at December 31, 2021 $ 678,300,000 $ 147,369,167 $ 4,700,271 $ 4,769,167 $ 700,000 $ 835,838,605 Amortization (34,200,000) (7,610,000) (235,014) (240,000) — (42,285,014) Balance at June 30, 2022 $ 644,100,000 139,759,167 4,465,257 4,529,167 700,000 793,553,591 Amortization of intangible assets is anticipated to be approximately $84 million in each of | Note 12: Intangible Assets The follow tables provide changes in intangible assets for the periods indicated. Predecessor Customer Relationships Total Balance at December 31, 2020 $ — $ — Acquisitions 2,045,604 2,045,604 Amortization (34,396) (34,396) Balance at December 2, 2021 $ 2,011,208 $ 2,011,208 Successor Customer Payor Provider Medical Relationships Trademarks Contracts Network Licenses Total Balance at December 3, 2021 (1) $ 684,000,000 $ 147,700,000 $ — $ 3,700,000 $ — $ 835,400,000 Acquisitions — 900,000 4,700,271 1,100,000 700,000 7,400,271 Amortization (5,700,000) (1,230,833) — (30,833) — (6,961,666) Balance at December 31, 2021 $ 678,300,000 $ 147,369,167 $ 4,700,271 $ 4,769,167 $ 700,000 $ 835,838,605 (1) Represents the opening balance of intangibles as of December 3, 2021 due to the Business Combination Customer relationships recorded in the Predecessor Period of 2021 were associated with the acquisition of two medical practices. The opening balance of intangible assets at December 3, 2021 reflects the Business Combinations. Intangible assets recorded in the Successor Period of 2021 was associated with the Medcore Acquisition. See Note 7 “Business Combinations.” Amortization of intangible assets is anticipated to be approximately $84.6 million in 2022 and 2023 2024 2026 Customer Payor Provider Relationships Trademarks Contracts Network Weighted average remaining useful life 9.9 years 9.9 years 10 years 9.9 years |
Notes Receivable, Net
Notes Receivable, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes Receivable, Net | Note 13: Notes Receivable, Net The Company entered into five Promissory Notes (the “Notes”) with three family medical practices (the “Practices”) to fund their working capital needs. The Company simultaneously entered into separate Provider Agreements with each Practice related to four of these five Notes. Each Provider Agreement establishes a preferred, predetermined reimbursement rate for services rendered to the Company’s members and requires that Practice to furnish healthcare services to the Company’s members. The Provider Agreements mature in concert with each practice’s loan. In accordance with each of these four Notes, so long as the corresponding Provider Agreement is in effect on the maturity date of each Note and has not been terminated by the borrower for any reason, the Company will forgive the entire principal, plus accrued interest due on the date of maturity. Likewise, if the Company terminates the Provider Agreement prior to maturity without cause, all principal plus accrued interest due from the borrower will be forgiven. Upon early termination of the Provider Agreement by borrower, all principal and accrued interest will become immediately payable and due the Company. Related to potential forgiveness, the Company records a valuation allowance on a straight-line basis following the early termination date through the date of maturity, due to the probable likelihood of needing to forgive the Notes at maturity, with a full valuation allowance set at the time of maturity. At June 30, 2022 and December 31, 2021, the Company has recorded notes receivable of $3,729,220 (including $150,000 current portion) and $3,590,715 including accrued interest receivable of $1,006,898 and $885,243, and net of valuation allowances of $659,958 and $526,808, respectively. The Notes carry maturity dates ranging from December 31, 2021 through December 31, 2028 with interest rates ranging from 5.0% to 10.0%. The short-term components as of June 30, 2022 and December 31, 2021, of these Notes is included in Other Receivables in the Company’s condensed consolidated balance sheets. | Note 13: Notes Receivable, Net The Company entered into five Promissory Notes (the “Notes”) with three family medical practices (the “Practices”) to fund their working capital needs. The Company simultaneously entered into separate Provider Agreements with each Practice related to four of these five Notes. Each Provider Agreement establishes a preferred, predetermined reimbursement rate for services rendered to the Company’s members and requires that Practice to furnish healthcare services to the Company’s members. The Provider Agreements mature in concert with each practice’s loan. In accordance with each of these four Notes, so long as the corresponding Provider Agreement is in effect on the maturity date of each Note and has not been terminated by the borrower for any reason, the Company will forgive the entire principal, plus accrued interest due on the date of maturity. Likewise, if the Company terminates the Provider Agreement prior to maturity without cause, all principal plus accrued interest due from the borrower will be forgiven. Upon early termination of the Provider Agreement by borrower, all principal and accrued interest will become immediately payable and due the Company. Related to potential forgiveness, the Company records a valuation allowance on a straight-line basis following the early termination date through the date of maturity, due to the probable likelihood of needing to forgive the notes at maturity, with a full valuation allowance set at the time of maturity. At December 31, 2021 and 2020, the Company has recorded notes receivable of $3,590,715 and $3,804,662, including accrued interest receivable of $885,243 and $572,382, and net of valuation allowances of $526,808 and $195,967, respectively. The Notes carry maturity dates ranging from December 31, 2021 through December 31, 2028 with interest rates ranging from 5.0% to 10.0%. Two of the Notes are included in Other Receivables in the Company’s consolidated balance sheet due to their short-term maturity dates of December 31, 2021. The Company forgave two of its notes receivable from one provider group on their maturity date of December 31, 2021. The combined principal and interest forgiven were $286,600 and $71,762, respectively, both of which were fully reserved. |
Claims Payable
Claims Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Claims Payable | Note 14: Claims Payable Claims payable includes claims reported as of the balance sheet date, including estimates for IBNR, due to third parties for health care services provided to members. IBNR was $139,322,367 and $101,958,324 at June 30, 2022 and December 31, 2021, respectively. Activity in the liability for claims payable and healthcare expenses for the six months ended June 30, 2022 and 2021, was as follows: Successor Six Months Ended June 30, 2022 Claims Unpaid, Beginning of Period $ 101,958,324 Incurred, Related to: Current Period 468,944,879 Prior Period(s) 7,097,685 Total Incurred 476,042,564 Paid, Related to: Current Period 340,629,168 Prior Period(s) 98,049,353 Total Paid 438,678,521 Claims Unpaid Assumed in Acquisitions Claims Unpaid, End of Period $ 139,322,367 Estimates for incurred claims are based on historical enrollment and cost trends while also taking into consideration operational changes. Future and actual results typically differ from estimates. Differences could result from an overall change in medical expenses per member, changes in member mix or simply due to the addition of new members. | Note 15: Claims Payable Claims payable includes claims reported as of the balance sheet date, including estimates for IBNR, due to third parties for health care services provided to members. IBNR was $101,958,324 and $56,934,400 at December 31, 2021 and 2020, respectively. Activity in the liability for claims payable and healthcare expenses for the Periods indicated, was as follows: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended through December 31, through December 2, December 31, 2021 2021 2020 Claims Unpaid, Beginning of Period $ 76,031,460 $ 56,934,400 $ 19,859,348 Incurred, Related to: Current Period 55,148,939 525,366,213 418,103,177 Prior Period(s) 174,408 3,313,744 — Total Incurred 55,323,347 528,679,957 418,103,177 Paid, Related to: Current Period 53,366,035 453,940,969 361,512,059 Prior Period(s) 2,928,522 55,641,928 19,516,066 Total Paid 56,294,557 509,582,897 381,028,125 Claims Unpaid Assumed in Acquisitions 26,898,074 — — Claims Unpaid, End of Period $ 101,958,324 $ 76,031,460 $ 56,934,400 Estimates for incurred claims are based on historical enrollment and cost trends while also taking into consideration operational changes. Future and actual results typically differ from estimates. Differences could result from an overall change in medical expenses per member, changes in member mix or simply due to the addition of new members. |
Long-Term Debt
Long-Term Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Debt Instrument [Line Items] | ||
Long-Term Debt | Note 15: Long-Term Debt On November 19, 2020, the Company entered a Term Loan and Security Agreement (the “Facility“ or “Term Loan”) with a commercial lender (“LTD-D”). The Facility was amended on December 21, 2021. The Facility provides funding up to $100,000,000, of which $65,000,000 has been drawn as of June 30, 2022. Access to additional borrowings under the Facility ended upon termination of the commitment period on February 28, 2022. Of the $65,000,000 drawn, $61,058,281 was received (net of $3,941,719 in financing costs). Upon closing of the Business Combinations on December 3, 2021, the unamortized financing costs were written off and the debt was recorded at fair value. The Facility may be used to pay certain indebtedness of the Company and for general working capital needs. Accrued interest was $3,619,054 and $2,259,588 at June 30, 2022 and December 31, 2021, respectively. The Facility includes certain restrictive covenants, including restrictions on the payment of cash dividends. Repayment of principal of all amounts drawn are due at maturity. The Company was required to meet a borrowing base milestone by demonstrating to the lenders that revenue for any three The Facility’s expected maturity date is December 31, 2025. This maturity date may be accelerated as a remedy under the certain default provisions in the agreement or in the event a mandatory prepayment trigger occurs. Interest is payable at 12.0% per annum on a quarterly cycle (in arrears) beginning March 31, 2021. Management may elect to pay the full 12.0% per annum in cash or 8.0% per annum interest in cash with the remaining 4.0% per annum being added to principal as “paid in kind” (“PIK”) for a period of three years (or twelve payments). The PIK is subject to acceleration in the event certain occurrences in the Facility’s agreement are triggered. The Facility’s Lenders also received ten-year warrants to purchase 858,351 shares of Series D Preferred Units at $4.68 per share. These warrants have been recorded as a liability in the Company’s consolidated balance sheets at fair market value and are marked to market on a quarterly basis until exercised. A discount was recorded on the debt issued for the same amount and written off upon closing of the Business Combinations. The Security Agreement provides the Lenders collateral in 100% of the Company’s pledged stock, its subsidiaries (including tangible and intangible personal property) and bank accounts. On June 7, 2020, the Company repurchased 200,000 Class C (Time-based) Units, at $0.90 per Unit from a former Executive through issuance of a long-term note (“LTD-E”). This repurchase was recognized in the Company’s consolidated balance sheets as a reduction to Members’ Deficit in the amount of $180,000 and a corresponding increase in long-term debt. LTD-E bore interest of 3.25% and fixed monthly payments of $7,757 through date of maturity. On June 7, 2022, the Company repaid all amounts outstanding under the long-term note. In 2019, the Company executed a share repurchase agreement with one of its investors (“LTD-C”) which was subsequently amended on November 19, 2020. The agreement, as amended stipulated $15.0 million originally contributed by the investor would be repaid by the earlier of June 30, 2026 or a change in control transaction. As part of this repurchase agreement, the investor exchanged its owned units back for a $15.0 million note receivable from the Company – thus, no longer holding its former equity position. The note carries interest of 11.0% per year. The principal balance, accrued interest and an exit fee of $600,000 is due at maturity. Accrued interest was $7,710,876 and $6,511,477 at June 30, 2022 and December 31, 2021, respectively. The total principal balance is included in Long-Term Debt on the Company’s consolidated balance sheets at June 30, 2022 and December 31, 2021. The following tables roll forward the long-term debt balances, including current portion, presented in the Company’s condensed consolidated balance sheets: Successor LTD-A LTD-C LTD-D LTD-E Total Balance at December 31, 2021 $ — $ 15,000,000 $ 65,000,000 $ 46,101 $ 80,046,101 Issued in 2022 — — — — — Principal Payments in 2022 — — — (46,101) (46,101) Balance at June 30, 2022 $ — $ 15,000,000 $ 65,000,000 $ — $ 80,000,000 As of June 30, 2022, for the periods presented below, the Company’s minimum payments due under debt obligations were as follows: Interest Total Cash Principal PIK Cash Interest Payments* July 1, 2022 to December 31, 2022 $ — $ 2,660,461 $ 2,788,374 $ 2,788,374 2023 — 5,624,513 5,675,461 5,675,461 2024 — 6,061,814 5,882,309 5,882,309 2025 65,000,000 6,274,526 19,518,225 84,518,225 2026 15,000,000 1,851,284 20,054,451 35,054,451 Total $ 80,000,000 $ 22,472,598 $ 53,918,820 $ 133,918,820 * Total Payments Cash and Non-Cash (PIK) Long-term debt was comprised of the following at June 30, 2022 and December 31, 2021: Successor June 30, 2022 December 31, 2021 Total Principal $ 80,000,000 $ 80,046,101 Less: Current Portion of Long-Term Debt — (46,101) Long Term Debt $ 80,000,000 $ 80,000,000 Short-Term Debt In 2021, the Company entered into short term financing agreements totaling $3,683,100 for the funding of certain insurance policies. The terms of the agreements ranged from nine ten months Third quarter 2022 $ 1,178,229 Total $ 1,178,229 | Note 16: Debt Long-Term Debt On November 19, 2020, the Company entered a Term Loan and Security Agreement (the “Facility”) with a commercial lender (“LTD-D”). The Facility was amended on December 21, 2021. The Facility provided funding up to $100,000,000, of which $65,000,000 has been drawn as of December 31, 2021. Of the $65,000,000 drawn, $61,058,281 was received (net of $3,941,719 in financing costs). Upon closing of the Business Combinations on December 3, 2021, the unamortized financing costs were written off and the debt was recorded at fair value. The Facility may be used to pay certain indebtedness of the Company and for general working capital needs. Accrued interest was $2,259,588 and $186,666 at December 31, 2021 and 2020, respectively. The Facility includes certain restrictive covenants, including restrictions on the payment of cash dividends. Repayment of principal of all amounts drawn are due at maturity. The Company’s access to additional borrowings under the Facility ended upon termination of the commitment period on February 28, 2022. The Company was required to meet a borrowing base milestone by demonstrating to the lenders that revenue for any three As of December 31, 2021, the Company was not in compliance with its Term Loan covenants related to issuance of the 2021 financial statements with an audit opinion free of a “going concern” qualification or timely filing of the 2021 financial statements. The Term Loan lenders granted (i) a waiver of the covenant under the Facility related to the existence of a “going concern” qualification in the audit opinion for our audited financial statements for the fiscal year ended December 31, 2021 and (ii) a consent to extend the deadline to provide audited financial statements for the year ended December 31, 2021 to October 21, 2022. We were in compliance with all other covenants under the Facility as of December 31, 2021. However, there can be no assurance that we will be able to maintain compliance with these covenants in the future or that the lenders under the Facility or the lenders of any future indebtedness we may incur will grant us any such waiver or forbearance in the future. The Facility’s expected maturity date is December 31, 2025. This maturity date may be accelerated as a remedy under the certain default provisions in the agreement or in the event a mandatory prepayment trigger occurs. Interest is payable at 12.0% per annum on a quarterly cycle (in arrears) beginning March 31, 2021. Management may elect to pay the full 12.0% per annum in cash or 8.0% per annum interest in cash with the remaining 4.0% per annum being added to principal as “paid in kind” (“PIK”) for a period of three years (or twelve payments). The PIK is subject to acceleration in the event certain occurrences in the Facility’s agreement are triggered. The Facility’s lenders also received ten-year warrants to purchase 858,351 shares of Series D Preferred Units at $4.68 per share. These warrants have been recorded as a liability in the Company’s consolidated balance sheets at fair market value and are marked to market on a quarterly basis until exercised. A discount was recorded on the debt issued for the same amount and written off upon closing of the Business Combinations. The Security Agreement provides the lenders collateral in 100% of the Company’s pledged stock, its subsidiaries (including tangible and intangible personal property) and bank accounts. On June 7, 2020, the Company repurchased 200,000 Class C (Time-based) Units, at $0.90 per Unit from a former Executive through issuance of a long-term note (“LTD-E”). This repurchase was recognized in the Company’s consolidated balance sheets as a reduction to Members’ Deficit in the amount of $180,000 and a corresponding increase In 2019, the Company received bridge loans (“LTD-A”) from some of its existing investors totaling $16,164,914. The bridge loans accrued interest at 12% and were scheduled to mature on November 12, 2019. All but one was repaid with proceeds raised from the issuance of Class D Units. The remaining and outstanding bridge loan balance was $1,516,598, plus accrued interest of $112,712, at December 31, 2019. This remaining and outstanding balance, plus accrued interest was fully paid in 2020. In 2019, the Company executed a share repurchase agreement with one of its investors (“LTD-C”), which was subsequently amended on November 19, 2020. The agreement, as amended stipulated $15.0 million originally contributed by the investor would be repaid by the earlier of June 30, 2026 or a change in control transaction. As part of this repurchase agreement, the investor exchanged its owned units back for a $15.0 million note receivable from the Company - thus, no longer holding its former equity position. The note carries interest of 11.0% per year. Its principal balance, accrued interest and an exit fee of $600,000 is due at maturity. Accrued interest was $6,511,477 and $3,865,740 at December 31, 2021 and 2020, respectively. The total principal balance is included in Long-Term Debt on the Company’s consolidated balance sheets at December 31, 2021 and 2020. The following tables roll forward the long-term debt balances presented in the Company’s consolidated balance sheets: Predecessor LTD-A LTD-C LTD-D LTD-E Totals Balance at December 31, 2019 $ 1,516,598 $ 15,000,000 $ — $ — $ 16,516,598 Issued in 2020 — — 40,000,000 180,000 40,180,000 Principal Payments in 2020 (1,516,598) — — (43,911) (1,560,509) Balance at December 31, 2020 — 15,000,000 40,000,000 136,089 55,136,089 Issued in 2021 — — 25,000,000 — 25,000,000 Principal Payments in 2021 — — — (82,563) (82,563) Balance at December 2, 2021 $ — $ 15,000,000 $ 65,000,000 $ 53,526 $ 80,053,526 Successor LTD-A LTD-C LTD-D LTD-E Totals Balance at December 3, 2021 (1) $ — $ 15,000,000 $ 65,000,000 $ 53,526 $ 80,053,526 Issued in 2021 — — — — — Principal Payments in 2021 — — — (7,425) (7,425) Balance at December 31, 2021 $ — $ 15,000,000 $ 65,000,000 $ 46,101 $ 80,046,101 1) Represents the opening balance of goodwill as of December 3, 2021 due to the Business Combination As of December 31, 2021 for the years presented below, the Company’s annual, minimum payments due under debt obligations are as follows: Interest Total Cash Principal PIK Cash Interest Payments* 2022 $ 46,101 $ 5,225,890 $ 5,479,398 $ 5,525,499 2023 — 5,624,513 5,675,461 5,675,461 2024 — 6,061,814 5,882,309 5,882,309 2025 65,000,000 6,274,526 19,518,225 84,518,225 2026 15,000,000 1,851,284 20,054,451 35,054,451 Total $ 80,046,101 $ 25,038,027 $ 56,609,844 $ 136,655,945 * Total Cash Payments consist of principal and cash interest. Long-term debt was comprised of the following at December 31, 2021 and 2020: Successor Predecessor December 31, 2021 December 31, 2020 Total Principal $ 80,046,101 $ 55,136,089 Less: Current Portion of Long-Term Debt (46,101) (89,988) Less: Loan Origination Fees — (3,566,718) Add: Accumulated Amortization of Loan Origination Fees — 80,237 Less: Discount for Issuance of Class D Warrants — (6,316,605) Add: Accumulated Amortization of Discount — 144,971 Long Term Debt $ 80,000,000 $ 45,387,986 Short-Term Debt In 2021, the Company entered into short term financing agreements totaling $3,683,100 for the funding of certain insurance policies. The terms of the agreements ranged from nine First quarter 2022 $ 1,178,344 Second quarter 2022 1,235,955 Third quarter 2022 1,164,262 Total $ 3,578,561 |
Income Taxes
Income Taxes | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Income Tax [Line Items] | |||
Income Taxes | NOTE 9 — INCOME TAX The Company’s net deferred tax assets at December 2, 2021 and 2020 is as follows: December 2, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 38,800 $ 480 Startup/Organization Expenses 4,728,629 — Total deferred tax assets, net 4,767,429 480 Valuation Allowance (4,767,429) (480) Deferred tax assets, net of valuation allowance $ — $ — The income tax provision (benefit) for the period from January 1, 2021 through December 2, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020 consists of the following: For the period from For the period from January 1, 2021 through August 20, 2020 (inception) December 2, through December 31, 2021 2020 Federal Current $ — $ — Deferred benefit (4,773,438) (480) State and Local Current — — Deferred — — Change in valuation allowance 4,773,438 480 Income tax provision $ — $ — As of December 2, 2021 and December 31, 2020, the Company had $182,476 and $2,286 of U.S. federal net operating loss carryovers available to offset future taxable income. These net operating loss carryovers do not expire and may offset up to 80% of taxable income in any given year. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 1, 2021 through December 2, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $4,773,438 and $480, respectively. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 2, December 31, 2021 2020 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrant liabilities (1.76) % 0.00 % Transaction costs incurred in connection with IPO 0.00 % 0.00 % Fair value of warrant liability in excess of proceeds from Private Placement 0.00 % 0.00 % Change in valuation allowance (19.24) % (21.00) % Income tax provision 0.00 % 0.00 % The Company files income tax returns in the U.S. federal jurisdiction. The Company’s tax returns since inception remain open to examination by the taxing authorities. | ||
P3 Health Partners Inc. | |||
Income Tax [Line Items] | |||
Income Taxes | Note 16: Income Taxes As a result of the Business Combinations, substantially all the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC. P3 LLC is treated as a partnership for U.S. federal and most applicable state and local income tax jurisdictions. As a partnership, P3 LLC is generally not subject to U.S. federal, state, and local income taxes. Any taxable income or loss generated by P3 LLC is passed through to and included within the taxable income or loss of its members in accordance with the terms of the P3 LLC A&R LLC Agreement. Prior to the Business Combinations, the income and losses of P3 LLC was passed through to its members and nontaxable to P3 LLC. The Company is taxed as a corporation and pays corporate federal, state, and local taxes on income allocated to it from P3 LLC based on the Company’s economic interest held in P3 LLC. While the Company consolidates P3 LLC for financial purposes, the Company will not be taxed on the earnings attributed to the non-controlling interests. As a result, the income tax burden on the earnings taxed on the non-controlling interests is not reported by the Company in its financial statements. To calculate the interim tax provision, at the end of each interim period, the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgements including, but not limited to, the expected operating income for the year, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. During the current quarter, the Company impaired goodwill related to the intangible asset recorded at P3 LLC in the amount of $851.5 million. The impairment reduced the book basis of the Company's investment in P3 LLC such that the recognition of a deferred tax asset on the outside book and tax basis investment difference resulted. The deferred tax asset related to the investment on P3 LLC has been simultaneously reduced fully by an increase to the recorded valuation allowance due to both cumulative losses in recent years of the Company, and the capital character for income tax purposes of the outside basis difference such that the Company would need sufficient capital character gains for income tax purposes to realize the tax over book outside basis difference. Prior to the impairment, the outside basis difference was an unrecognized deferred tax liability due to the amount of book goodwill more than tax goodwill for which a recognition exception applied. The amount of the deferred tax asset and offsetting valuation allowance related to the outside basis difference for the investment in P3 LLC is an estimated $0.6 million. No income tax expenses were incurred for the six months ended June 30, 2022 and 2021. The Company continues to be in a net operating loss and deferred tax asset position. As a result, and in accordance with accounting standards, the Company recorded a valuation allowance to reduce the value of the net deferred tax assets to zero. The Company’s effective tax rate for the six-months ended June 30, 2022 and 2021 was 0.00%. There was no uncertain tax provision nor contingencies as of June 30, 2022 and December 31, 2021. Tax Receivable Agreement Pursuant to our election under Section 754 of the Internal Revenue Code (the “Code”), we expect to obtain an increase in our share of the tax basis in the net assets of P3 LLC when its units are redeemed or exchanged. We intend to treat any redemptions and exchanges of P3 LLC units as direct purchases of the units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that we would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent the tax basis is allocated to those capital assets. The Company entered into a TRA with selling equity holders of P3 LLC that require the Company to pay 85% of the tax savings that are realized as a result of (i) the Company’s direct and indirect allocable share of existing tax basis acquired in the Business Combinations, (ii) increases in the tax basis in P3 LLC’s assets as a result of the sale and exchange of the P3 LLC units for the Company’s Class A Common Stock and cash, and (iii) the Company’s utilization of certain tax attributes and of certain other tax benefits, including those attributable to payments under the TRA. The Company will retain the benefit of the remaining 15% of these cash savings. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors. Actual tax benefits realized by the Company may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment obligation under the TRA is an obligation of the Company and not of P3 LLC. The payments that we will be required to make will generally reduce the amount of the overall cash flow that might have otherwise been available, but we expect the cash tax savings we will realize from the utilization of the related tax benefits will exceed the amount of any required payments. As a result of the Business Combinations, the potential future tax benefits are estimated to be $5.4 million, of which $4.6 million is estimated to be the associated TRA liability. As of June 30, 2022 and December 31, 2021, the Company did not record a TRA liability related to the tax savings it would realize from the utilization of such deferred tax assets because it is not probable that such a liability would be paid based on its estimates of future taxable income, consistent with the Company’s conclusion that it is not more-likely-than-not to realize its deferred tax assets. As non-controlling interest holders exercise their right to exchange their units in P3 LLC, a TRA liability may be recorded based on 85% of the estimated future tax benefits that the Company may realize as a result of increases in the tax basis of P3 LLC. The amount of the increase in the tax basis, the related estimated tax benefits, and the related TRA liability to be recorded will depend on the price of the Company’s Class A Common Stock at the time of the relevant redemption or exchange. | Note 17: Income Taxes As a result of the Business Combinations, substantially all the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC. P3 LLC is treated as a partnership for U.S. federal and most applicable state and local income tax jurisdictions. As a partnership, P3 LLC is generally not subject to U.S. federal, state, and local income taxes. Any taxable income or loss generated by P3 LLC is passed through to and included within the taxable income or loss of its members in accordance with the terms of the P3 LLC A&R LLC Agreement. Prior to the Business Combinations, the income and losses of P3 LLC were passed through to its members and nontaxable to P3 LLC. The Company is taxed as a corporation and pays corporate federal, state, and local taxes on income allocated to it from P3 LLC based on the Company’s economic interest held in P3 LLC. While the Company consolidates P3 LLC for financial purposes as a VIE, the Company will not be taxed on the earnings attributed to the non-controlling interests. As a result, the income tax burden on the earnings taxed on the non-controlling interests is not reported by the Company in its financial statements. Components of Loss Before Taxes The components of net loss before the provision for income taxes were as follows: Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 2019 Domestic $ (57,937,929) $ (146,399,938) $ (31,411,542) $ (41,971,558) Foreign — — — — Total $ (57,937,929) $ (146,399,938) $ (31,411,542) $ (41,971,558) Components of Income Tax Expense For the reasons described above, there was no provision for income taxes for the periods December 3, 2021, through December 31, 2021, January Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 2019 Tax at Federal statutory rate $ (12,166,545) $ (30,743,987) $ (6,596,424) $ (8,814,027) State taxes, net of Federal Benefit (98,755) — — — Allocable loss from investment in P3 LLC 1,550,420 — — — SPAC warrants change in fair-value (477,048) — — — Non-controlling interest and nontaxable income 8,359,391 30,743,987 6,596,424 8,814,027 Permanent book to tax differences 283 — — — Change in valuation allowance 2,832,254 — — — Total $ — $ — $ — $ — Effective tax rate — % — % — % — % Our tax rate is affected primarily by the recognition of a valuation allowance and the portion of income and expense allocated to the non-controlling interest. It is also affected by discrete items that may occur in any given year such as benefits from fair value changes in SPAC warrants. Deferred Income Taxes Deferred income taxes result from differences in the recognition of amounts for tax and financial reporting purposes, as well as operating loss and tax credit carryforwards. Significant components of our deferred income tax assets and liabilities are as follows: Successor Predecessor December 31, December 31, 2021 2020 Deferred tax assets: Investment in P3 LLC $ — $ — Net operating loss carryforwards 6,921,601 — Accrued liabilities 3,306,695 — Section 163j Interest Limitation 1,232,477 — Other deferred tax assets 3,970 — Total deferred tax assets 11,464,743 — Valuation allowance (9,621,431) — Net deferred tax assets 1,843,312 — Deferred tax liabilities: Other deferred tax liabilities (87,415) Goodwill and identifiable intangible assets (1,755,897) — Total deferred tax liabilities (1,843,312) — Net deferred tax asset $ — $ — We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. The realization of tax benefits of net deferred tax assets is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. Based on the available evidence during the year ended December 31, 2021, we believe that it is more likely than not that the tax benefits of the U.S. losses incurred will not be realized. Accordingly, we have recorded a valuation allowance against the tax benefits of the U.S. losses incurred. We intend to maintain the valuation allowance on the U.S. net deferred tax assets until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance. The valuation allowance recorded in 2021 was $9.6 million. We have recognized no deferred taxes in connection with the Medcore Acquisition. Because Medcore does not file a consolidated corporate income tax return with the Company, the deferred tax assets of Medcore are separately assessed for realizability. Based on the weight of all available evidence, including cumulative losses in recent years, we believe that it is more likely than not that the tax benefits of the deferred tax assets will not be realized. Accordingly, we have recorded a valuation allowance against the tax benefits of the acquired deferred tax assets. We have recognized no deferred taxes in connection with the Network VIEs. Because the Network VIEs do not file a consolidated corporate income tax return with the Company, the deferred tax assets are separately assessed for realizability. Based on the weight of all available evidence, including cumulative losses in recent years, we believe that it is more likely than not that the tax benefits of the deferred tax assets will not be realized. Accordingly, we have recorded a valuation allowance against the tax benefits of the related deferred tax assets. The Company has not recognized a deferred tax liability in connection with its investment in P3 LLC due to the deferred tax liability recognition exception contained within ASC 740, in circumstances where book goodwill exceeds tax-deductible of goodwill. As of December 31, 2021, we had net operating loss carryforwards of approximately $31.4 million for federal income tax purposes. Federal net operating losses have an unlimited carryforward period but utilization for a given tax year is limited to 80% of taxable income. The federal and state net operating loss carryforwards may be subject to limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986 and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. We have yet to complete a Section 382 review to determine if our tax attributes will be limited in the future. However, our federal operating loss carryforwards have an unlimited carryforward life and therefore do not expire. We will file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Generally, federal and state tax authorities provide that the statutes of limitations remain open for three or four years from the tax year in which net operating losses or tax credits are utilized. On March 11, 2021, the American Rescue Plan Act of 2021 (“American Rescue Plan Act”) was passed into law and amended portions of relevant tax laws. The American Rescue Plan Act did not have a significant impact on the provision for income taxes for the year ended December 31, 2021. Tax Receivable Agreement Pursuant to our election under Section 754 of the Internal Revenue Code (the “Code”), we expect to obtain an increase in our share of the tax basis in the net assets of P3 LLC when its units are redeemed or exchanged. We intend to treat any redemptions and exchanges of P3 LLC units as direct purchases of the units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that we would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent the tax basis is allocated to those capital assets. In connection with the Business Combinations, we entered into a TRA that provides for the payment by us of 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize, as a result of (i) increases in our share of the tax basis in the net assets of P3 LLC resulting from any redemptions or exchanges of P3 LLC, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the “TRA Payments”). We expect to benefit from the remaining 15% of any tax benefits that we may actually realize. The estimation of liability under the TRA is, by its nature, imprecise and subject to significant assumptions regarding a number of factors, including (but not limited to) the amount and timing of taxable income generated by the Company each year as well as the tax rate then applicable. As a result of the Business Combinations, the potential future tax benefits are estimated to be $5.4 million, of which $4.6 million is estimated to be the associated TRA liability. However, due to the full valuation allowance recorded by the Company, which results in no tax benefits that are to be realized related to the amortization of the step-up, no TRA liability is recorded within the Company’s Consolidated Financial Statements. As noted above, the Company has no recorded tax benefits associated with the increase in tax basis as a result of the Business Combinations. As a result, the Company determined that payments to TRA holders are not probable and no TRA liability has been recorded as of December 31, 2021. As non-controlling interest holders exercise their right to exchange their units in P3 LLC, a TRA liability may be recorded based on 85% of the estimated future tax benefits that the Company may realize as a result of increases in the tax basis of P3 LLC. The amount of the increase in the tax basis, the related estimated tax benefits, and the related TRA liability to be recorded will depend on the price of the Company’s Class A Common Stock at the time of the relevant redemption or exchange. |
Capitalization and Management I
Capitalization and Management Incentive Units | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Preferred Units [Line Items] | ||
Capitalization and Management Incentive Units | Note 17: Capitalization and Management Incentive Units Successor Period Class A Common Stock The Company is authorized to issue 800,000,000 shares of Class A common stock with a par value of $0.0001 per share, of which 41,578,890 shares were issued and outstanding on June 30, 2022 and December 31, 2021. As discussed in the Note 7 “Business Combinations”, upon closing of the Foresight Business Combinations: ● 8,732,517 shares of Class A common stock were issued as part of the purchase consideration; ● 3,737,316 shares of Class A common stock (after redemptions) were no longer subject to redemption; ● 8,738,750 shares of Class A common stock were issued in a private placement to the Founder Holders; and ● 20,370,307 Class A common shares were issued in a private placement pursuant to subscription agreements entered into effective as of March 25, 2021 (the “PIPE Investment”). Class V Common Stock The Company is authorized to issue 205,000,000 shares of Class V common stock with a par value of $0.0001 per share. These shares have no economic value but entitle the holder to one vote per share. The holders of Common Units of P3 LLC subscribed for shares of Class V common stock on a one-for-one basis and may exchange their Common Units and Class V common stock together for Class A common stock on a one-for-one basis. All Class V common stock issued as of the Business Combinations date is subject to a 180 day lockup period. As of June 30, 2022 and December 31, 2021, there were 201,423,309 and 196,553,523 shares of Class V common stock issued outstanding Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share, of which zero shares were outstanding as of June 30, 2022 and December 31, 2021. P3 Health Group, LLC Common Units In connection with the Business Combinations, all outstanding Class A Units, Class B Units, Class C Units and Class D Units of P3 Health Group Holdings, LLC were converted into the right to receive the merger consideration, which consisted of cash and newly-issued Common Units of P3 LLC. The Common Units were issued in amounts determined in accordance with the Merger Agreement and the then-existing limited liability company agreement of P3 Health Group Holdings, LLC. Each holder of Common Units was issued shares of Class V common stock on a one-for-one basis. At June 30, 2022 and December 31, 2021, there were 243,603,813 Common Units outstanding at P3 LLC of which the Company held 41,578,890 Common Units and non-controlling interests held the remaining 202,024,923 Common Units outstanding, 601,614 and 5,471,400 of which are restricted as discussed above, respectively. Predecessor Period Prior to the Business Combinations, P3 Health Group Holdings, LLC’s capital structure consists of Class A Units, which represented commitments from the Company’s private equity sponsors; Class B Units, which represented founders common equity; Class C Units, which represented Management Incentive Units; and Class D Units, which represented an additional investment from a private equity sponsor. Class A and D Units are presented outside of permanent equity in accordance with ASC 480 due to the existence of a redemption provision that is not solely within the control of the P3 Health Group Holdings, LLC. At December 31, 2020 and June 30, 2021, there were 43,000,000 Class A Units authorized and outstanding; 6,000,000 and 8,000,000 Class B Units authorized outstanding authorized outstanding | Note 18: Capitalization and Management Incentive Units Successor Period Class A Common Stock The Company is authorized to issue 800,000,000 shares of Class A common stock with a par value of $0.0001 per share, of which 41,578,890 shares were issued ● 8,732,517 shares of Class A common stock were issued as part of the purchase consideration; ● 3,737,316 shares of Class A common stock (after redemptions) were no longer subject to redemption; ● 8,738,750 shares of Class A common stock held by the Founder Holders remained outstanding; and ● 20,370,307 shares of Class A common stock were issued in a private placement pursuant to subscription agreements entered into effective as of March 25, 2021 (the “PIPE Investment”). Class V Common Stock The Company is authorized to issue 205,000,000 shares of Class V common stock with a par value of $0.0001 per share. These shares have no economic value but entitle the holder to one vote per share. The holders of Common Units of P3 Health Group, LLC subscribed for shares of Class V common stock on a one-for-one basis and may exchange their Common Units and Class V common stock together for Class A common stock on a one-for-one basis. All Class V common stock issued as of the Business Combinations date is subject to a 180 day lockup period. As of December 31, 2021, there were 196,553,523 shares of Class V common stock issued and outstanding Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share, of which zero shares were outstanding as of December 31, 2021. P3 Health Group, LLC Common Units In connection with the Business Combinations, all outstanding Class A Units, Class B Units, Class C Units and Class D Units of P3 Health Group Holdings, LLC were converted into the right to receive the merger consideration, which consisted of cash and newly-issued Common Units of P3 Health Group, LLC. The Common Units were issued in amounts determined in accordance with the agreement and plan of merger, dated as of May 25, 2021 (as amended), by and among Foresight, P3 Health Group Holdings and FAC Merger Sub LLC, and the then-existing limited liability company agreement of P3 Health Group Holdings, LLC. Each holder of Common Units was issued shares of Class V common stock on a one-for-one basis. At December 31, 2021, there were 243,603,813 Common Units outstanding at P3 LLC of which the Company held 41,578,890 Common units and non-controlling interests held the remaining 202,024,923 Common Units outstanding, 5,471,400 of which are restricted as discussed above. Predecessor Period Prior to the Business Combinations, P3 Health Group Holdings, LLC’s capital structure consists of Class A Units, which represent commitments from the Company’s private equity sponsors, Class B Units, which represent founders common equity, Class C Units, which represented Management Incentive Units, and Class D Units, which represents an additional investment from a private equity sponsor. Class A Units At December 31, 2019, the Company had received total funding commitments from its Class A Unit holders totaling $43.0 million. Class A Units had voting rights and, whether, or not declared or approved by the Board, the holders of Class A Units were entitled to a preferred return in the amount of 8.0%, per annum (beginning on November 19, 2019). At December 31, 2020 and 2019, there were 43,000,000 Class A Units authorized and outstanding. The Class A Units were subject to possible redemption rights and have been classified in mezzanine equity. At December 31, 2021, there were zero Class A Units authorized and outstanding Class B Units Class B Units are those, that were issued to the Company’s Founders. At December 2, 2021 and December 31, 2020 and 2019, there were 19,701,492 Class B Units authorized. At December 31, 2021, there were zero Class B Units outstanding. At December 2, 2021 and December 31, 2020 and 2019, there were 19,701,492 Class B Units outstanding. Class B Units are subdivided among three tranches: Subclass B-1; Subclass B-2; and Subclass B-3. Each Subclass is described below: ● Subclass B-1 ( 10,000,000 Units): Subclass B-1 Units were entirely service based (Time-based). 20% of Subclass B-1 Units vested each year beginning on April 20, 2018 and annually thereafter until April 20, 2022. Subclass B-1 Units very closely resemble Class C Time-based Profits Interest(s) Units. ● Subclass B-2 ( 4,054,054 ): Subclass B-2 Units were entirely Performance-based. 100% of Subclass B-2 Units would vest immediately prior to and conditioned upon the occurrence of a Sale of the Company in which the Company’s EBITDA as of the date of such Sale of the Company is at least $20 million or net proceeds distributable among the Members from such Sale of the Company are at least $200 million. ● Subclass B-3 ( 5,647,438 ): Subclass B-3 Units were entirely performance-based. 100% of Subclass B-3 Units would vest immediately prior to and conditioned upon the occurrence of a Sale of the Company in which the Company’s EBITDA as of the date of such Sale of the Company is at least $30 million or net proceeds distributable among the members from such Sale of the Company are at least $300 million. Of this 19,701,492, there were 17,701,492, 6,000,000 and 4,000,000 Subclass B-1 Units vested as of December 2, 2021 and December 31, 2020 and 2019, respectively. Only vested units are presented in the consolidated statements of changes in members’ deficit. As of December 31, 2020, 4,000,000 Subclass B-1 Units remained unvested. In connection with the Business Combinations, all outstanding Class B Units were converted into the right to receive the merger consideration described above. See Note 19 “Share-Based Compensation.” Class C Units P3 Health Group Holdings, LLC maintained a Management Incentive Plan (the “Plan”), which provides for the grant of service-based and performance-based Class C Units to board managers and key employees. Subject to adjustment, a maximum aggregate of 6,845,297 Class C Units have been authorized for issuance under the Plan. Class C Units were governed by the terms of the Plan, the terms of the award agreement documenting the grant and the Limited Liability Company agreement of P3 Health Group Holdings, LLC (the “LLC Agreement”). Class C Units were intended to qualify as “Profits Interests” for Federal income tax purposes. Service-based Class C Units generally vested, except as otherwise approved by P3 Health Group Holdings, LLC’s Board, over a period of four Performance-based Class C Units would vest upon the Company’s attainment of certain Board-established milestones (thresholds). Board-established milestones were grant specific and set on the date of each Class C Unit grant. P3 Health Group Holdings, LLC Board had the right to accelerate the vesting of any Class C incentive units granted under the Plan at such times and upon such terms and conditions as may be deemed advisable, for which any determination could be made on a grant-specific basis. As of December 2, 2021 and December 31, 2020, and 2019, the number of Class C Units issued were 5,235,833 (of which 1,962,500 were vested), 5,420,833 (of which, 1,302,083 were vested) and 4,070,833 (of which 1,058,333 were vested), respectively, and only the vested units are presented in the consolidated statements of changes in members’ deficit. In connection with the Business Combinations, all outstanding Class C Units were converted into the right to receive the merger consideration described above. See Note 19 “Share-Based Compensation.” Class D Units Subject to Possible Redemption On November 14, 2019, P3 Health Group Holdings, LLC received $50.0 million in funding from Hudson Vegas Investment, SPV, LLC, an investment vehicle of The Straus Group (“Straus”) per the unit purchase agreement executed between the parties. P3 Health Group Holdings, LLC issued Straus 16,130,034 of Class D Units. Class D Units have voting rights and, accrue a preferred return in the amount of 8.0%, per annum. Of the $50.0 million received from Straus, the Company utilized $16,752,354 to settle outstanding bridge loans, plus accrued interest and $2,958,446 to settle transaction closing costs related to Class D Units. These transaction closing costs were netted against the $50.0 million in proceeds raised. There were 16,130,034 Class D Units authorized and outstanding as of December 31, 2020 and 2019. Class D units contained a provision whereby at any time after November 4, 2024, the holders of Class D Units could exercise a right that would require the Company to redeem their outstanding units for cash, if certain conditions related to a sale of the Company are not met. Upon exercise of this right, the Company would be required to redeem all the then outstanding Class D units at a price equal to the amount of proceeds that otherwise would have been received in a sale transaction. In accordance ASC 480-10-S99, Distinguishing Liabilities from Equity Prior to the Business Combinations, distributions to the unitholders of P3 Health Group Holdings, LLC were made according to the following priority: ● First, to Class D Unitholders in proportion to their unreturned contribution amounts and until each Class D Member’s unreturned contribution amount is reduced to zero. ● Second, to Class A Unitholders in proportion to their unreturned contribution amount and until each Class A Member’s unreturned contribution amount is reduced to zero. ● Third, to Class A and Class D Unitholders in proportion to their respective unpaid preferred return balances have been reduced to zero; and ● Thereafter, any remaining amounts to holders of all vested units, in proportion to their number of vested units. In connection with the Business Combinations, all outstanding Class D Units were converted into the right to receive the merger consideration described above. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-Based Compensation | Note 18: Share-Based Compensation Successor Company Successor Awards In connection with the Business Combinations, Foresight’s Board of Directors adopted, and its stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), in order to facilitate the grant of cash and equity incentives to employees, consultants, and directors of the Company and certain affiliates. The 2021 Plan became effective on December 3, 2021. The following table sets forth a summary of Class V share-based compensation activity of the Successor Company: Weighted Weighted Average Average Grant-Date Time Based Grant-Date Performance Fair Value Units Fair Value Based Units Outstanding and non-vested at December 31, 2021 $ 9.20 5,471,400 $ — — Granted during period — — — — Vested 9.20 4,869,786 — — Cancelled/forfeited — — — — Outstanding and non-vested at June 30, 2022 $ 9.20 601,614 $ — — Profit interest awards were issued as part of the Business Combination. Time-based units vest ratably over periods of between one month and two years, so long as the optionee stays employed. The time-based units have a weighted average remaining time to vest of 0.16 years at June 30, 2022. Stock-Based Compensation Expense The Company recorded $3,715,553 and $15,426,980 of stock-based compensation cost for the three months and six months ended June 30, 2022, respectively, which is classified in Corporate, General and Administrative Expenses. As of June 30, 2022, there was $9,037,319 of unrecognized equity-based compensation cost. The Company did not recognize any tax benefits related to stock-based compensation for the six months ended June 30, 2022. The Company accounts for forfeitures of awards as they occur. Stock Options The following table summarizes stock option activities for the six months ended June 30, 2022: Weighted Average Number of Weighted Remaining Options Average Contractual Outstanding Exercise Price Life (Years) Outstanding and non-vested at December 31, 2021 — — — Granted 2,034,279 6.43 3.10 Vested 66,667 5.02 — Cancelled/forfeited — — — Outstanding and non-vested at June 30, 2022 1,967,612 6.48 2.77 The majority of the stock options issued during the period follow a time-based vesting schedule. Most stock options vest ratably over a period between two | Note 19: Share-Based Compensation Successor Company Successor Awards In connection with the Business Combinations, Foresight’s Board of Directors adopted, and its stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), in order to facilitate the grant of cash and equity incentives to employees, consultants, and directors of the Company and certain affiliates. The 2021 Plan became effective on December 3, 2021. As of December 31, 2021, the Successor Company did not issue any awards under the 2021 Plan, as the only shares outstanding at year-end are the unvested awards which were replaced with the Class V shares and Common Units. The following table sets forth a summary of Class V share-based compensation activity of the Successor Company: Weighted Weighted Average Average Grant-Date Time Based Grant-Date Performance Fair Value Units Fair Value Based Units Outstanding and non-vested at December 3, 2021 $ — — $ — — Granted on December 3, 2021 (1) 9.20 5,471,400 — — Granted during period — — — — Vested — — — — Cancelled/forfeited — — — — Outstanding and non-vested at December 31, 2021 $ 9.20 5,471,400 $ — — (1) Predecessor Company Predecessor Awards In 2017, the Predecessor Company adopted the Management Incentive Plan (the “Predecessor Equity Plan”). Under the Predecessor Equity Plan, the Predecessor Company granted awards in the form of profits interests to employees, officers, and directors or in the form of common equity to founders. The Predecessor Plan was administered by the Board of Directors which had full power and authority to select the participants to whom awards were granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award, and to determine the specific terms and conditions of each award, subject to the provisions of the Predecessor Equity Plan. Following the Business Combinations and the effectiveness of the 2021 Plan, the Predecessor Equity Plan terminated and no further awards will be made under the Predecessor Equity Plan. Class C Units Under the Predecessor Equity Plan, 6,845,297 Class C units were authorized and 5,235,833 were issued to non-employee directors and officers as of December 2, 2021. Time-based Class C units generally vested over a period of four not recognize any compensation cost related to performance-based Class C units until the Business Combinations were completed. The following tables set forth a summary of Class C profits interest activity of the Predecessor Company: Weighted Weighted Average Average Grant-Date Time Based Grant-Date Performance Fair Value Units Fair Value Based Units Outstanding and non-vested at December 31, 2018 $ 0.16 1,550,000 $ 0.03 500,000 Granted 0.13 1,125,000 0.04 1,375,000 Vested 0.15 (633,333) — — Cancelled/forfeited 0.14 (654,167) 0.07 (250,000) Outstanding and non-vested at December 31, 2019 $ 0.13 1,387,500 0.04 1,625,000 Granted 0.49 600,000 0.04 950,000 Vested 0.30 (443,750) — — Cancelled/forfeited — — — — Outstanding and non-vested at December 31, 2020 $ 0.49 1,543,750 $ 0.04 2,575,000 Granted 4.74 985,000 0.38 60,000 Vested 1.12 (660,417) — — Cancelled/forfeited 0.49 (280,000) 0.04 (950,000) Outstanding and non-vested at December 2, 2021 $ 2.66 1,588,333 $ 0.04 1,685,000 Business Combination On December 3, 2021, in connection with the Business Combinations, each Incentive Unit that was outstanding immediately prior to the effective time of the Business Combinations and that was vested (after taking into account any accelerated vesting that occurred in connection with the Business Combinations) was canceled and converted into the right to receive a portion of the merger consideration, which consisted of Common Units of P3 LLC and cash. Each outstanding Incentive Unit that was subject to time-based vesting, but had not vested immediately prior to the effective time of the Business Combinations, was converted into the right to receive a portion of the merger consideration, which merger consideration remained subject to the original vesting conditions. Pursuant to action taken by the Board of Directors in connection with the closing of the Business Combinations, all of the time-vesting Incentive Units held by two executive officers that were not vested were accelerated such that all of the merger consideration received by these executive officers was not subject to any vesting restrictions, which resulted in an acceleration of compensation cost of $2,419,678 recognized by the Predecessor Company. In total, 5,471,400 Common Units were issued in respect of unvested time-based Incentive Units held by directors, executive officers or employees, which were paired with an equal number of unvested Class V shares and remained subject to the original vesting restrictions. Certain of the performance-based Incentive Units issued to directors, executive officers and employees vested on December 3, 2021 to the extent a qualifying event was consummated and the applicable performance hurdles were achieved upon consummation of the Business Combinations, and were converted into the right to receive a portion of the merger consideration. To the extent not vested upon the consummation of the Business Combinations on December 3, 2021, each unvested performance-based Incentive Unit was forfeited without consideration. Each P3 LLC Unit received as merger consideration was paired with a share of Class V common stock issued in the Successor Company. The acquisition date fair value of the unvested profits interests attributable to post-combination services was $23,999,330 which will be expensed over the relevant vesting period by the Successor Company. The acquisition date fair value of the unvested profits interest attributable to pre-combination services was $26,313,476 and was included in consideration transferred in connection with the Business Combinations. Valuation of Equity-Based Awards The Black-Scholes-Merton option pricing model was used in both the Successor Period and Predecessor Period to value equity-based awards and determine the related compensation cost. The following table illustrates assumptions used to value all classes of awards granted for the periods indicated: FMV / Unit Valuation Volatility RF Rate Time at Grant Date 03.31.2021 60 % 0.06 % 0.90 $ 4.74 12.31.2020 65 % 0.10 % 1.10 $ 0.49 06.11.2020 45 % 0.19 % 1.70 $ 0.15 11.04.2019 45 % 1.60 % 2.30 $ 0.13 12.31.2018 40 % 2.46 % 3.10 $ 0.15 The table above assumed the risk-free interest rate estimate was based on constant maturity, which is the theoretical value of a U.S. Treasury that is based on recent values of auctioned U.S. Treasuries. The expected dividend yield was based on our expectation of not paying dividends in the foreseeable future. We calculated the expected term primarily based upon the estimated time to a liquidation event. We used company-specific historical information, guideline company information, and implied volatility information to generate the volatility assumptions. Compensation Expense Compensation costs during the periods indicated below are as follows: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, 2021 2021 2020 2019 Grant date fair value of profits interests - time-based $ 23,999,330 $ 4,669,885 $ 317,958 $ 316,000 Profits interest compensation cost - time-based $ 4,635,142 $ 3,524,277 $ 447,475 $ 474,042 Grant date fair value of profits interests - performance-based $ — $ 103,000 $ 65,000 $ 15,000 Profits interest compensation cost - performance based $ — $ 176,975 $ — $ — The Company accounts for forfeitures of awards as they occur. As of December 31, 2021, and December 31, 2020, there was $19,364,188 and $1,198,550, respectively, of unrecognized equity-based compensation cost. The cost related to the time-based awards is expected to be recognized over a weighted-average period of 0.48 years. The Company did not recognize any tax benefits related to stock-based compensation for the Successor Period ended December 31, 2021, the Predecessor Period ended December 2, 2021, and the Predecessor years ended December 31, 2020 and 2019. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Earnings (Loss) per Share | Note 19: Earnings (Loss) per Share Loss per Share – Successor Period Basic earnings per share is calculated as net income divided by the average number of shares of common stock outstanding. Diluted earnings per share assumes, when dilutive, the issuance of the net incremental shares from restricted shares. The following is a reconciliation of the denominators of the basic and diluted per share computations for net income: Successor Three Months Ended June 30, Six Months Ended June 30, 2022 2022 Numerator - Basic: Net loss $ (903,105,939) $ (963,896,193) Less: Net loss attributable to Non-controlling interest (748,755,990) (798,968,740) Net loss attributable to Class A common stockholders - Basic (154,349,949) (164,927,453) Numerator - Diluted: Net loss attributable to Class A common stockholders - Basic $ (154,349,949) $ (164,927,453) Add: Net loss and tax effect attributable to Non-controlling interest (748,755,990) (798,968,740) Net loss attributable to Class A common stockholders - Diluted (903,105,939) (963,896,193) Denominator - Basic: Weighted average Class A common shares outstanding - Basic 41,578,890 41,578,890 Loss per share attributable to Class A common shareholders - Basic $ (3.71) $ (3.97) Denominator - Diluted: Weighted average Class A common shares outstanding - Basic 41,578,890 41,578,890 Weighted average effect of dilutive Class V shares 200,473,866 198,782,864 Weighted average Class A common shares outstanding - Diluted 242,052,756 240,361,754 Loss per share attributable to Class A common shareholders - Diluted $ (3.73) $ (4.01) The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive. The liability-classified Public and Private Warrants are out of the money and thus have no impact on diluted EPS: Successor As of June 30, 2022 Public Warrants 10,591,605 Private Warrants 227,500 Restricted Shares 601,614 Options 2,134,279 13,554,998 | Note 20: Earnings (Loss) per Share Loss per Share – Successor Period The following table provides the computation of net loss per share and weighted average shares of the Company’s common stock outstanding during the periods presented: Successor December 3, 2021 through December 31, 2021 Net Loss $ (57,937,929) Loss Attributable to Non-controlling Interest (47,856,729) Net Loss Attributable to Class A Common Stockholders - Basic and Diluted EPS $ (10,081,200) Weighted Average Class A Common Shares Outstanding - Basic and Diluted EPS 41,578,890 Loss per Share Attributable to Class A Common Shareholders - Basic and Diluted $ (0.24) The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive. The liability-classified Public and Private Warrants are out of the money and thus have no impact on diluted EPS. Additionally, the Company considered the potential conversion of the 196,553,523 shares Class V common stock as potentially dilutive securities. However, net loss has already been allocated to the non-controlling interests in P3 LLC who hold all of the Class V common stock. Therefore, the inclusion of the Class V common stock on an if-converted basis would not impact the diluted EPS calculation and these shares have been excluded from the table below. Successor December 3, 2021 through December 31, 2021 Public Warrants 10,541,667 Private Warrants 277,500 Restricted Shares 5,471,400 Total 16,290,567 |
Premium Deficiency Reserve
Premium Deficiency Reserve | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Premium Deficiency Reserve [Line Items] | ||
Premium Deficiency Reserve | Note 20: Premium Deficiency Reserve We assess the profitability of our at-risk share savings arrangements to identify contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future revenues, a PDR is recognized. No PDR was recorded as of December 31, 2020 given the maturing of these health plans. Management concluded a PDR of $35,021,557 and $37,835,642 existed at June 30, 2022 and December 31, 2021, which represented its estimate of probable contract losses expected to be generated by the Company’s contracts with its health plan partners. | Note 21: Premium Deficiency Reserve We assess the profitability of our at-risk share savings arrangements 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, 2020 given the maturing of these health plans. Management concluded a PDR of $37,835,642 existed at December 31, 2021, which represented its estimate of probable contract losses expected to be generated by the Company’s health plans. |
Leases
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Lessee, Lease, Description [Line Items] | ||
Leases | Note 21: Leases The Company leases real estate in the form of corporate office space and operating facilities. The Company additionally leases certain machinery in the form of office equipment. Generally, the term for real estate leases ranges from one one five The Company entered one new operating lease in the six months ended June 30, 2022. On June 9, 2022, the company entered into the first amendment to the lease agreement for its lease in Henderson NV. This lease amendment will expand the premises to includes three other suites in the same building and extend the term of the lease for 94 months commencing on October 1, 2022, after the original lease matured on September 30, 2022. As a result of the lease modification, ROU Asset and lease liabilities Operating lease costs are included within operating expenses on the condensed consolidated statements of operations. The Company does not have any finance leases, short-term lease costs, nor any sublease income. Successor Predecessor Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Lease costs $ 735,039 $ 563,651 Successor Predecessor Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 Lease costs $ 1,473,710 $ 1,051,963 Lease terms and discount rates consisted of the following at each of the periods presented below: Successor Predecessor Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 Weighted average remaining lease term (years) 4.91 3.31 Weighted average discount rate 11.2 % 10.4 % The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total operating and finance lease liabilities recognized on the condensed consolidated balance sheets as of the dates presented. June 30, 2022 July 1, 2022 to December 31, 2022 $ 419,351 2023 2,117,494 2024 2,716,584 2025 2,366,864 2026 1,762,184 Thereafter 3,973,507 Total Payments 13,355,984 Less: Interest (2,447,475) Present Value of Lease Liabilities $ 10,908,509 The current portions of ROU liabilities of $332,756 and $2,087,235 are included in Accounts Payable and Accrued Expenses in the Company’s condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021, respectively. | Note 22: Leases The Company leases real estate in the form of corporate office space and operating facilities. The Company additionally leases certain machinery in the form of office equipment. Generally, the term for real estate leases ranges from one one five Operating lease costs are included within operating expenses on the consolidated statements of operations. The Company does not have any finance leases, short-term lease costs nor any sublease income. Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 2019 Operating Lease Costs $ 262,395 $ 2,294,555 $ 2,018,210 $ 1,592,665 Lease terms and discount rates consisted of the following at each of the periods presented below: Successor Predecessor December 31, December 31, Year Ending December 31, 2021* 2020* Weighted Average Remaining Lease Term (Years) 5.01 3.74 Weighted Average Discount Rate 11.1 % 10.3 % * All Leases are Operating The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total operating lease liability recognized on the consolidated balance sheets as of the dates presented. Successor December 31, Year Ending December 31, 2021 2022 $ 2,882,304 2023 2,017,479 2024 1,804,823 2025 1,521,074 2026 976,170 Thereafter 1,927,098 Total Payments for Operating Leases 11,128,948 Less: Interest (2,744,830) Present Value of Operating Lease Liabilities $ 8,384,118 The current portions of ROU liabilities of $2,087,235 and $2,174,095 are included in Accounts Payable and Accrued Expenses in the Company’s consolidated balance sheets as of December 31, 2021 and December 31, 2020, respectively. Supplemental cash flows and other information related to leases for each of the periods ending December 31: Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 New Assets Obtained in Exchange for Operating Lease Liabilities $ 314,242 $ 4,073,448 $ 882,029 Operating Cash Flows Paid for Operating Leases 255,403 2,255,905 1,843,281 |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interests | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Noncontrolling Interest [Line Items] | ||
Redeemable Non-Controlling Interests | Note 22: Redeemable Non-Controlling Interests Non-controlling interests represents the portion of P3 LLC that the Company controls and consolidates but does not own (i.e., the P3 LLC Common Units held directly by the shareholders other than the Company). The non-controlling interests represent an approximately 83% ownership in P3 LLC as of June 30, 2022. Generally, P3 LLC Common Units participate in net income or loss allocations and distributions and entitle their holder to the right, subject to the terms set forth in the limited liability agreement, to require P3 to redeem all or a portion of the Common Units held by such participant, together with a corresponding number of shares of Class V Common Stock, in exchange for Class A Common Stock or at the Company’s option, and subject to certain limitations, in cash. As the noncontrolling interest holders have approximately an 83% voting interest in P3 LLC through their Class V Common Stock and can appoint most of the initial members to the Board of Directors, the ability to elect cash settlement upon redemption is outside of the control of the Company. The P3 LLC Common Units held by outside shareholders have been classified as redeemable noncontrolling interest in the Company. The cash redemption feature is considered outside of the control of the Company for the reason described above. Therefore, in accordance with ASC Topic 480, Distinguishing Liabilities from Equity The redeemable noncontrolling interest was initially measured at its fair value on December 3, 2021. Net income or loss is attributed to the redeemable noncontrolling interest during each reporting period based on its ownership percentage, as appropriate. Subsequent to that, the redeemable noncontrolling interest is measured at its fair value (i.e., based on the Class A stock price) at the end of each reporting period, with the remeasurement amount being no less than the initial value, as adjusted for the redeemable noncontrolling interest’s share of net income or loss. The offset of any fair value adjustment is recorded to equity, with no impact to net income or loss. As of June 30, 2022 and December 31, 2021, the fair value of redeemable noncontrolling interest is lower than the initial value, as such, there was no remeasurement adjustment recorded. In addition, pursuant to the Agreement and Plan of Merger, all non-controlling interest holders are subject to certain lock-up period and as a result, there was no exchange or redemption activity as of June 30, 2022 and December 31, 2021. | Note 24: Redeemable Non-Controlling Interests Non-controlling interests represents the portion of P3 LLC that the Company controls and consolidates but does not own (i.e., the P3 LLC Common Units held directly by the shareholders other than the Company). The non-controlling interests represent approximately 83% ownership in P3 LLC as of December 3, 2021. Generally, P3 LLC Common Units participate in net income or loss allocations and distributions and entitle their holder to the right, subject to the terms set forth in the limited liability agreement, to require P3 to redeem all or a portion of the Common Units held by such participant, together with a corresponding number of shares of Class V Common Stock, in exchange for Class A Common Stock or at the Company’s option, and subject to certain limitations, in cash. As the non-controlling interest holders have an approximately 83% voting interest in the Company through their Class V Common Stock and have appointed most of the initial members to the Board of Directors, the ability to elect cash settlement upon redemption is outside of the control of the Company. The P3 LLC Common Units held by outside shareholders have been classified as redeemable non-controlling interest in the Company. The cash redemption feature is considered outside of the control of the Company for the reason described above. Therefore, in accordance with ASC Topic 480, Distinguishing Liabilities from Equity The redeemable non-controlling interest was initially measured at its fair value on December 3, 2021. Net income or loss is attributed to the redeemable non-controlling interest during each reporting period based on its ownership percentage, as appropriate. Subsequent to that, the redeemable non-controlling interest is measured at its fair value (i.e., based on the Class A stock price) at the end of each reporting period, with the remeasurement amount being no less than the initial value, as adjusted for the redeemable non-controlling interest’s share of net income or loss. The offset of any fair value adjustment is recorded to equity, with no impact to net income or loss. As of December 31, 2021, the fair value of redeemable non-controlling interest is lower than the initial value, as such, there was no remeasurement adjustment recorded. In addition, pursuant to the Agreement and Plan of Merger, all non-controlling interest holders are subject to certain lock-up period and as a result, there was no exchange or redemption activity as of December 31, 2021. |
Commitments and Contingencies_2
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Loss Contingencies [Line Items] | ||
Commitments and Contingencies | Note 23: Commitments and Contingencies Commitments We have non-cancelable contractual agreements primarily related to leases. For additional discussion on leases, see Note 21 “Leases” to our condensed consolidated financial statements. Contingencies The Company is a party to various claims, legal and regulatory proceedings, lawsuits and administrative actions arising in the ordinary course of business and associated with the Business Combinations. The Company carries general and professional liability insurance coverage to mitigate the Company’s risk of potential loss in such cases. An accrual is established when a specific contingency is probable and estimable. The Company also faces contingencies that are reasonably possible to occur that cannot currently be estimated. The Company believes that disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, net loss or cash flows. It is the Company’s policy to expense costs associated with loss contingencies, including any related legal fees, as they are incurred. In 2021, a discrepancy was identified in the service agreement with one of the Company’s health plans resulting in a renegotiation of the agreement. As of the date of issuance of this Form 10-Q, the renegotiation was in process. The Company has determined it is reasonably possible that resolution of this discrepancy will result in a payment to the health plan of approximately $10.6 million. This contingent liability was reflected in the Company’s financial statements presented in the 2021 Form 10-K. In the fourth quarter of 2021 during the Predecessor Period, the Company recorded a $3.6 million reduction in operating revenue and a $7.0 million charge to operating expense to account for amounts not previously recorded Uncertainties The healthcare industry is subject to numerous laws and regulations of Federal, state, and local governments. These laws and regulations include, but are not limited to, matters of licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare / Medicaid Fraud, Waste and Abuse Prevention. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of Fraud, Waste and Abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties as well as significant repayment for patient services billed. Management believes the Company is compliant with Fraud, Waste and Abuse regulations as well as other applicable government laws. While no regulatory inquiries have been made, compliance with such laws and regulations is subject to government review and interpretation, as well as other regulatory actions which might be unknown at this time. Healthcare reform legislation at both the Federal and state levels continues to evolve. Changes continue to impact existing and future laws and rules. Such changes may impact the manner in which the Company conducts business, restrict the Company’s revenue growth in certain eligibility categories, slow down revenue growth rates for certain eligibility categories, increase certain medical, administrative and capital costs, and expose the Company to increased risk of loss or further liabilities. As a result, the Company’s consolidated financial position could be impacted by such changes. COVID-19 Pandemic On March 11, 2020, the World Health Organization designated COVID 19 a global pandemic. The rapid spread of COVID 19 around the world and throughout the U.S. has altered the behavior of businesses and people, with significant negative effects on Federal, state, and local economies, the duration of which continues to remain unknown. Various mandates were implemented by Federal, state, and local governments in response to the pandemic, which caused many people to remain at home along with forced closure of or limitations on certain businesses. This included suspension of elective procedures by healthcare facilities. While some of these restrictions have been eased across the U.S. and most states have lifted moratoriums on non-emergent procedures, some restrictions remain in place, and many state and local governments are re-imposing certain restrictions due to an increase in reported COVID 19 cases. COVID 19 disproportionately impacts older adults, especially those with chronic illnesses, which describes many of the Company’s patients. The COVID 19 pandemic did not have a material impact on the Company’s revenues as of the periods ended June 30, 2022 and December 31, 2021. Nearly 97% of the Company’s total revenues are recurring, consisting of fixed monthly PMPM capitation payments received from Medicare Advantage health plans. Based on claims paid to date, direct costs associated with COVID-19 claims was approximately $84.0 million for the period March 1, 2020 through June 30, 2022. Management instituted multiple safety measures for the Company’s employees including a work-from-home policy and access to free vaccinations and personal protective equipment. The full extent to which COVID 19 will directly or indirectly impact the Company, its future results of operations and financial condition will depend on factors which are highly uncertain and cannot be accurately predicted. This includes new and emerging information from the impact of new variants of the virus, the actions taken to contain it or treat its impact and the economic impact on the Company’s markets. Such factors include, but are not limited to, the scope and duration of stay-at-home practices and business closures and restrictions, government- imposed or recommended suspensions of elective procedures, and expenses required for supplies and personal protective equipment. Because of these and other uncertainties, Management cannot estimate the length or severity of the impact of the pandemic on the Company’s business. Furthermore, because of the Company’s business model, the full impact of COVID 19 may not be fully reflected in the Company’s results of operations and overall financial condition until future periods. However, Management will continue to closely evaluate and monitor the nature and extent of these potential impacts to the Company’s business, results of operations and liquidity. | Note 26: Commitments and Contingencies The Company is a party to various claims, legal and regulatory proceedings, lawsuits and administrative actions arising in the ordinary course of business and associated with the Business Combinations. The Company carries general and professional liability insurance coverage to mitigate the Company’s risk of potential loss in such cases. An accrual is established when a specific contingency is probable and estimable. The Company also faces contingencies that are reasonably possible to occur that cannot currently be estimated. The Company believes that disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, net loss or cash flows. It is the Company’s policy to expense costs associated with loss contingencies, including any related legal fees, as they are incurred. In the fourth quarter of 2021, a discrepancy was identified in the service agreement with one of the Company’s health plans resulting in a renegotiation of the agreement. As of the date of the filing of this Annual Report on Form 10-K, the renegotiation was in process. The Company has determined it is probable that resolution of this discrepancy will result in an additional payment to the health plan of approximately $10.6 million. This contingent liability is reflected in the Company’s financial statements presented in this Annual Report on Form 10-K. In the Predecessor Period of 2021, the Company recorded a $3.6 million reduction in operating revenue and a $7.0 million charge to operating expense to account for amounts not previously recorded. Uncertainties The healthcare industry is subject to numerous laws and regulations of Federal, state, and local governments. These laws and regulations include, but are not limited to, matters of licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare / Medicaid Fraud, Waste and Abuse Prevention. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of Fraud, Waste and Abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties as well as significant repayment for patient services billed. Management believes the Company is compliant with Fraud, Waste and Abuse regulations as well as other applicable government laws. While no regulatory inquiries have been made, compliance with such laws and regulations is subject to government review and interpretation, as well as other regulatory actions which might be unknown at this time. Healthcare reform legislation at both the Federal and state levels continues to evolve. Changes continue to impact existing and future laws and rules. Such changes may impact the manner in which the Company conducts business, restrict the Company’s revenue growth in certain eligibility categories, slow down revenue growth rates for certain eligibility categories, increase certain medical, administrative and capital costs, and expose the Company to increased risk of loss or further liabilities. As a result, the Company’s consolidated financial position could be impacted by such changes. COVID-19 Pandemic On March 11, 2020, the World Health Organization designated COVID-19 a global pandemic. The rapid spread of COVID-19 around the world and throughout the U.S. has altered the behavior of businesses and people, with significant negative effects on Federal, state, and local economies, the duration of which continues to remain unknown. Various mandates were implemented by Federal, state, and local governments in response to the pandemic, which caused many people to remain at home along with forced closure of or limitations on certain businesses. This included suspension of elective procedures by healthcare facilities. While some of these restrictions have been eased across the U.S. and most states have lifted moratoriums on non-emergent procedures, some restrictions remain in place, and many state and local governments are re-imposing certain restrictions due to an increase in reported COVID-19 cases. COVID-19 disproportionately impacts older adults, especially those with chronic illnesses, which describes many of the Company’s patients. The COVID-19 pandemic did not have a material impact on the Company’s revenues as of year ended December 31, 2021. Nearly 97% of the Company’s total revenues are recurring, consisting of fixed monthly PMPM capitation payments received from Medicare Advantage health plans. Based on claims paid to date, direct costs associated with COVID-19 claims was approximately $67.4 million for the period March 1, 2020 through December 31, 2021. Management instituted multiple safety measures for the Company’s employees including a work-from-home policy and access to free vaccinations and personal protective equipment. The full extent to which COVID-19 will directly or indirectly impact the Company, its future results of operations and financial condition will depend on factors which are highly uncertain and cannot be accurately predicted. This includes new and emerging information from the impact of new variants of the virus, the actions taken to contain it or treat its impact and the economic impact on the Company’s markets. Such factors include, but are not limited to, the scope and duration of stay-at-home practices and business closures and restrictions, government- imposed or recommended suspensions of elective procedures, and expenses required for supplies and personal protective equipment. Because of these and other uncertainties, Management cannot estimate the length or severity of the impact of the pandemic on the Company’s business. Furthermore, because of the Company’s business model, the full impact of COVID-19 may not be fully reflected in the Company’s results of operations and overall financial condition until future periods. However, Management will continue to closely evaluate and monitor the nature and extent of these potential impacts to the Company’s business, results of operations and liquidity. |
Related Parties
Related Parties | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Related Parties | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In October 2020, the Sponsors purchased an aggregate of 7,906,250 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 1,031,250 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. On October 4, 2021, all outstanding shares of Class B Common Stock were converted into shares of Class A Common Stock on a one Promissory Notes—Related Parties On October 22, 2020 and October 27, 2020, the Sponsors issued unsecured promissory notes to the Company (the “Promissory Notes”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Notes are non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Notes of $275,000 as of December 31, 2020 was repaid at the closing of the Initial Public Offering on February 12, 2021. Borrowings under the Promissory Note are no longer available. On August 19, 2021, our Sponsor committed to provide us with an aggregate of $300,000 in loans. The loans, if issued, would have been non-interest bearing, unsecured and would be repaid upon the consummation of an initial business combination. If the Company had not consummated an initial business combination, all amounts loaned to the Company would have been forgiven except to the extent that the Company had funds available outside of the Trust Account to repay such loans. On October 27, 2021, the sponsor committed to provide up to an additional $600,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The total commitment provided by the sponsor will total $900,000, none of which had been borrowed as of December 2, 2021. Advances from Related Party and Due to Sponsor As of December 2, 2021, the Sponsor advanced the Company an aggregate of $150,000 in working capital loans to pay for certain operating costs. The advances are non-interest bearing and are due on demand. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 2, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans . Administrative Services Agreement The Company agreed, commencing on February 9, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, administrative and support services. For the year ended December 2, 2021, the Company incurred and paid $99,745 of such fees. As of December 2, 2021, $20,000 remained unpaid in the accrued expenses line item on the balance sheet. | ||
P3 Health Partners Inc. | |||
Related Party Transaction [Line Items] | |||
Related Parties | Note 24: Related Parties Intercompany Transactions BACC entered an agreement (“Services Agreement”) with P3 NV, collectively the “Parties”, under which P3 NV provides BACC with certain management, administrative, and other non-medical support services in connection with BACC’s medical practice. The Company and its subsidiaries have “Deficit Funding Agreements” with the Network, whereby the Company or its subsidiaries provide loans (“Advances”) from time to time principally for the purpose of working capital support. Net Advances made to the Network and accrued interest expense were as follows: Successor June 30, 2022 Balance at Beginning of Period $ 25,882,296 Advanced During Period 2,223,912 Interest Accrued During period 437,236 Balance at End of Period $ 28,543,444 Advances, in most cases, have been constructively made by P3 Health Group Holdings, LLC on P3 NV’s behalf, and were therefore deemed Advances made by P3 NV. P3 NV’s Advances to BACC include all years prior, for which balances have, historically, not been settled periodically between the Parties and, thus have carried forward one year to the next. However, all transactions related to these Services and Deficit Funding Agreements (including accrued interest) have been eliminated in consolidation. There were no advances transacted between P3 NV and KWA during the periods ended June 30, 2022 or December 31, 2021. Atrio Health Plans Successor Three Months Ended June 30, 2022 Revenue Earned from Capitation $ 42,935,126 Management Fees 572,250 Claims Paid 50,247,316 Successor Six Months Ended June 30, 2022 (Unaudited) Revenue Earned from Capitation $ 87,599,807 Management Fees 1,145,634 Claims Paid 97,505,664 Atrio Health Plans was established in 2004 and has since grown to serve Medicare beneficiaries in numerous counties throughout Oregon. Atrio works closely with local providers to improve healthcare outcomes of the population(s) served. In 2019, Chicago Pacific Founders (“CPF”) made an equity investment in Atrio. CPF is also a principal holder of shares of Class V common stock and Common Units of P3 LLC. Beginning in 2020, the Company has a Full-Risk capitation agreement in place with Atrio whereby the Company is delegated to perform services on behalf of Atrio’s members assigned to the Company. These delegated services include but are not limited to provider network credentialing, patient authorizations and medical management (care management, quality management and utilization management). | Note 27: Related Parties Intercompany Transactions BACC entered an agreement (“Services Agreement”) with P3-NV, collectively the “Parties”, under which P3-NV provides BACC with certain management, administrative, and other non-medical support services in connection with BACC’s medical practice. The Company and its subsidiaries have “Deficit Funding Agreements” with the Network, whereby the Company or its subsidiaries provide loans (“Advances”) from time to time principally for the purpose of working capital support. Interest accrues monthly on each Advance from the date of disbursement. Net Advances made to the Network and accrued interest expense were as follows: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended through December 31, through December 2, December 31, 2020 2021 2021 (As Restated) Balance at Beginning of Period $ 23,639,987 $ 19,354,258 $ 14,400,045 Advanced During Period 470,165 2,862,350 3,772,573 Interest Accrued During period 679 1,423,379 1,181,640 Balance at End of Period $ 24,110,831 $ 23,639,987 $ 19,354,258 Advances, in most cases, have been constructively made by P3 Health Group Holdings, LLC on P3-NV’s behalf, and were therefore deemed Advances made by P3-NV. P3-NV’s Advances to BACC include all years prior, for which balances have, historically, not There were no advances transacted between P3-NV and KWA during 2021 or 2020. Atrio Health Plans Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, 2021 2021 2020 2019 Revenue Earned from Capitation $ 11,483,345 $ 142,904,723 $ 146,469,571 $ — Management Fees 180,768 2,022,076 2,230,984 — Claims Paid 14,684,345 146,216,160 148,905,784 — Atrio Health Plans was established in 2004 and has since grown to serve Medicare beneficiaries in numerous counties throughout Oregon. Atrio works closely with local providers to improve healthcare outcomes of the population(s) served. In 2019, Chicago Pacific Founders (“CPF”) made an equity investment in Atrio. CPF is also a principal holder of shares of Class V common stock and Common Units of P3 LLC. Beginning in 2020, the Company has a Full-Risk capitation agreement in place with Atrio whereby the Company is delegated to perform services on behalf of Atrio’s members assigned to the Company. These delegated services include but are not limited to provider network credentialing, patient authorizations and medical management (care management, quality management and utilization management). |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entities | Note 25: Variable Interest Entities The Company prepares its consolidated financial statements in accordance with ASC 810, Consolidation In connection with the Business Combinations further described in Note 1, the Company became the sole managing member of P3 LLC. The rights of the non-managing members of P3 LLC are limited and protective in nature and do not give substantive participation rights over the sole managing member. As a result, P3 LLC is considered a VIE. As the sole managing member, the Company has the right to direct the most significant activities of P3 LLC and the obligation to absorb losses and receive benefits and accordingly is considered the primary beneficiary. Additionally, P3 LLC is the primary beneficiary of the Network. P3, LLC entered Stock Transfer Restriction Agreements with the Practice Shareholders of the Network. The Stock Transfer Restriction Agreements, by way of a call option, unequivocally permit P3 LLC to appoint Successor Physicians if a Practice Shareholder vacates their ownership position. Pursuant to ASC 810, Consolidation Practice Shareholders, who are employees of the Company, retain equity ownership in the Network, which represents nominal noncontrolling interests. The noncontrolling interests do not participate in the profit or loss of the Network, however. P3 LLC, directly or indirectly via its wholly-owned subsidiaries, may not use or access any net assets of these VIEs to settle its obligations or the obligations of its wholly-owned subsidiaries. The following tables provide a summary of the VIE’s assets, liabilities and operating performance. Successor ASSETS June 30, 2022 December 31, 2021 Cash $ 8,589,392 $ 7,570,247 Client Fees and Insurance Receivable, net 22,025 60,815 Prepaid Expenses and Other Current Assets 513,781 406,372 Property, Plant and Equipment, net 45,134 36,416 Investment in Other P3 Entities 6,000,000 6,000,000 TOTAL ASSETS 15,170,332 14,073,850 LIABILITIES AND MEMBERS’ DEFICIT Accounts Payable and Accrued Expenses 6,677,891 4,804,704 Accrued Payroll 1,143,976 1,303,615 Due to Consolidated Entities of P3 28,601,805 24,110,831 TOTAL LIABILITIES 36,423,672 30,219,150 MEMBERS’ DEFICIT (21,253,340) (16,145,300) TOTAL LIABILITIES AND MEMBERS’ DEFICIT $ 15,170,332 $ 14,073,850 Successor Predecessor Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 (As Restated) Revenue $ 12,955,029 $ 2,081,167 Expenses 16,057,134 1,870,227 Net Loss $ (3,102,105) $ 210,940 Successor Predecessor Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 (As Restated) Revenue $ 25,868,574 $ 4,119,517 Expenses 30,976,614 7,190,869 Net Loss $ (5,108,040) $ (3,071,352) | Note 28: Variable Interest Entities The Company prepares its consolidated financial statements in accordance with ASC 810 which provides for the consolidation of VIEs of which an entity is the primary beneficiary. In connection with the Business Combinations further described in Note 1, the Company became the sole managing member of P3 LLC. The rights of the non-managing members of P3 LLC are limited and protective in nature and do not give substantive participation rights over the sole managing member. As a result, P3 LLC is considered a VIE. As the sole managing member, the Company has the right to direct the most significant activities of P3 LLC and the obligation to absorb losses and receive benefits and accordingly is considered the primary beneficiary. Since P3 LLC represents substantially all the assets and liabilities of the Company, the numbers and language below refer to only VIEs held at the P3 LLC level. Additionally, P3 LLC is the primary beneficiary of the Network. P3, LLC entered Stock Transfer Restriction Agreements with the Practice Shareholders of the Network. The Stock Transfer Restriction Agreements, by way of a call option, unequivocally permit P3 LLC to appoint Successor Physicians if a Practice Shareholder vacates their ownership position. Pursuant to ASC 810 both the “power of control” and “economics” criteria were reviewed for VIE consideration. P3 LLC’s ability to appoint Successor Physicians to the Network demonstrates “power of control”. Also, there are Deficit Funding Agreements in place between P3 LLC and the Network. The Deficit Funding Agreement between P3 LLC and the members of the Network states that P3 LLC will advance funds, as needed, to support working capital needs to the extent operating expenses exceed gross revenue. These funding arrangements further illustrate and fulfill the economic criteria for VIE consolidation. Practice Shareholders, who are employees of the Company, retain equity ownership in the Network, which represents nominal non-controlling interests. The non-controlling interests do not participate in the profit or loss of the Network, however. P3 LLC, directly or indirectly via its wholly-owned subsidiaries, may not use or access any net assets of these VIEs to settle its obligations or the obligations of its wholly-owned subsidiaries. Additionally, the creditors of the VIE do not have recourse to the credit of the Company. The following tables provide a summary of the VIE’s assets, liabilities and operating performance. Successor Predecessor 2020 2021 (As Restated) ASSETS Cash $ 7,570,247 $ 183,836 Client Fees and Insurance Receivable, net 60,815 335,358 Prepaid Expenses and Other Current Assets 406,372 285,363 Property and Equipment, net 36,416 22,309 Investment in Other P3 Entities 6,000,000 — TOTAL ASSETS $ 14,073,850 $ 826,866 LIABILITIES AND MEMBERS’ DEFICIT Accounts Payable and Accrued Expenses $ 4,804,704 $ 686,680 Accrued Payroll 1,303,615 1,019,940 Due to Consolidated Entities of P3 24,110,831 19,354,259 TOTAL LIABILITIES 30,219,150 21,060,879 MEMBERS’ DEFICIT (16,145,300) (20,234,013) TOTAL LIABILITIES AND MEMBERS’ DEFICIT $ 14,073,850 $ 826,866 Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, 2020 December 31, 2019 2021 2021 (As Restated) (As Restated) Revenue $ 843,747 $ 7,580,124 $ 7,611,427 $ 4,389,688 Expenses 1,202,951 12,293,365 13,100,138 13,035,788 Net Loss $ (359,204) $ (4,713,241) $ (5,488,711) $ (8,646,100) |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Class of Warrant or Right [Line Items] | ||
Warrants | Note 26: Warrants As of December 31, 2020, there were 858,351 Class D warrants outstanding for the predecessor entity. In conjunction with the Term Loan issued November 19, 2020, the predecessor entity issued 858,351 10-year As of June 30, 2022 and December 31, 2021, there were an aggregate of 10,819,167 warrants outstanding, which include the Public Warrants and Private Placement Warrants. Each warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share. The Public Warrants became exercisable 30 days after the completion of the Business Combination. The Public Warrants will expire five years after the completion of a Business Combinations. The Company has the right to redeem the Public Warrants when the price per Class A ordinary share equals or exceeds $18.00 for 20 days within a 30 The Public Warrants and Private Placement Warrants are recorded as a liability on the consolidated balance sheets with a balance of $5,429,009 and $11,382,826 as of June 30, 2022 and December 31, 2021. A gain of $11,815,093 and $5,953,817 was recognized in the three months and six months ended June 30, 2022, and a loss of $1,123,583 and $10,661,579 was recognized in the three months and six months ended June 30, 2021 from the change in fair value of the warrant liability in the consolidated statements of operations. During the period ended June 30, 2022 and the year ended December 31, 2021, zero Public Warrants and Private Placement Warrants were exercised. | Note 29: Warrants As of December 31, 2020, there were 858,351 Class D warrants outstanding for the predecessor entity. In conjunction with the Term Loan issued November 19, 2020, the predecessor entity issued 858,351 10-year As of December 31, 2021, there were an aggregate of 10,819,167 warrants outstanding, which include the Public Warrants and Private Placement Warrants. Each warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share. The Public Warrants became exercisable 30 days after the completion of the Business Combinations. The Public Warrants will expire five years after the completion of the Business Combinations. The Company has the right to redeem the Public Warrants when the price per Class A ordinary share equals or exceeds $18.00 for 20 days within a 30-day trading period. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants are subject to certain transfer restrictions, are not redeemable by the Company if they are held by Sponsors and are exercisable on a cashless basis. The Public Warrants and Private Placement Warrants are recorded as a liability on the consolidated balance sheets with a balance of $11,382,826 as of December 31, 2021. A gain of $2,271,659 was recognized in the Successor Period of 2021, and a loss of $7,664,869 was recognized in the Predecessor Period of 2021 from the change in fair value of the warrant liability in the consolidated statements of operations. During 2021, zero Public Warrants and Private Placement Warrants were exercised. |
Subsequent Events_2
Subsequent Events | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Subsequent Events | NOTE 12 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than as follows: On December 3, 2021, the Company consummated the previously announced business combinations pursuant to (1) the agreement and plan of merger, dated as of May 25, 2021, by and among P3 Health Group Holdings, and FAC Merger Sub LLC, and (2) the transaction and combination agreement, dated as of May 25, 2021, by and among Foresight and the Merger Corps, CPF P3 Blocker-A, LLC, , CPF P3 Blocker-B, LLC, , CPF P3 Splitter, LLC, , Chicago Pacific Founders Fund-A, L.P, and Chicago Pacific Founders Fund-B, L.P., , pursuant to which, among other things, P3 Health Group Holdings merged with and into Merger Sub, with Merger Sub as the surviving company, which was renamed P3 Health Group, LLC, and the Merger Corps merged with and into the Blockers, with the Blockers as the surviving entities and wholly-owned subsidiaries of the Company. Upon completion of the Business Combinations, the Company and P3 LLC were organized in an “Up-C” structure in which all of the P3 LLC operating subsidiaries are held directly or indirectly by P3 LLC, and the Company directly owned approximately 17.1% of P3 LLC and became the sole manager of P3 LLC. Following the Closing, substantially all of the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC. In connection with the Closing, the Company changed its name from “Foresight Acquisition Corp.” to “P3 Health Partners Inc.” | ||
P3 Health Partners Inc. | |||
Subsequent Events | Note 27: Subsequent Events On July 19, 2022, Nasdaq granted us a grace period of up to 180 calendar days from the due date of the 2021 Form 10-K, or until September 27, 2022, in which to regain compliance with the Listing Rule. On August 17, 2022, we received a deficiency notice from Nasdaq as a result of the delay in filing its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (the “Second Quarter Form 10-Q”), indicating that any additional Nasdaq exception to allow the Company to regain compliance with all delinquent filings, including the Second Quarter Form 10-Q, would be limited to September 27, 2022. Because the Company did not file the 2021 Form 10-K, the First Quarter Form 10-Q and the Second Quarter Form 10-Q with the SEC before September 27, 2022, Nasdaq notified the Company on September 28, 2022, that the Nasdaq Listing Qualifications Department has initiated a process to delist the Company’s securities from Nasdaq as a result of the Company not being in compliance with the Listing Rule. On October 5, 2022, the Company appealed Nasdaq’s delisting determination by requesting a hearing before the Nasdaq Hearing Panel (the “Panel”), which request automatically stays the suspension of the Company’s securities for a period of 15 days from the date of the request. In connection with its request for a hearing, the Company has requested that the suspension of the Company’s securities be further stayed pending the hearing process. The Company was granted a hearing by the Nasdaq Staff, which is scheduled for November 3, 2022. There can be no assurance that our appeal will be successful. | Note 31: Subsequent Events Events Subsequent to the July 2, 2021 Issuance of the December 31, 2020 Financial Statements (Unaudited) Subsequent to the July 2, 2021 issuance of the December 31, 2020 consolidated financial statements, events or conditions occurred that led to the conclusion that substantial doubt exists about the Company’s ability to continue as a going concern as further described in Note 3. Transaction Bonus Agreements As disclosed in the Form 8-K filed on May 18, 2022, the Company’s Board of Directors approved entering into employment agreements and transaction bonus agreements with the Company’s Chief Executive Officer and Chief Medical Officer. The transaction bonus agreements provide for aggregate payments by the Company of $10,000,000 in 2022, which will be charged to operating expense in 2022. Nasdaq Notification On May 18, 2022, the Company received a notification from the listing qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that as a result of the Company’s untimely filing of the its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”) and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (the “First Quarter Form 10-Q”), the Company was not in compliance with the requirements for continued listing under Listing Rule 5250(c)(1) (the “Listing Rule”), which requires listed companies to timely file all required periodic financial On July 19, 2022, Nasdaq granted us a grace period of up to 180 calendar days from the due date of the 2021 Form 10-K, or until September 27, 2022, in which to regain compliance with the Listing Rule. On August 17, 2022, we received a deficiency notice from Nasdaq as a result of the delay in filing its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (the “Second Quarter Form 10-Q”), indicating that any additional Nasdaq exception to allow the Company to regain compliance with all delinquent filings, including the Second Quarter Form 10-Q, would be limited to September 27, 2022. Because the Company did not file the 2021 Form 10-K, the First Quarter Form 10-Q and the Second Quarter Form 10-Q with the SEC before September 27, 2022, Nasdaq notified the Company on September 28, 2022, that the Nasdaq Listing Qualifications Department has initiated a process to delist the Company’s securities from Nasdaq as a result of the Company not being in compliance with the Listing Rule. On October 5, 2022, the Company appealed Nasdaq’s delisting determination by requesting a hearing before the Nasdaq Hearing Panel (the “Panel”), which request automatically stays the suspension of the Company’s securities for a period of 15 days from the date of the request. The Nasdaq Staff granted the Company’s request for a hearing, which is scheduled for November 3, 2022, and the Company’s request to extend the stay of any trading suspension pending the hearing and the issuance of a final Panel decision. There can be no assurance that our appeal will be successful. Goodwill Due to the decrease in the share price over the second quarter of 2022, the Company will record a goodwill impairment of $851.5 million as of June 30, 2022. The amount was not recorded at December 31, 2021 or March 31, 2022 as the decline in the share price was considered temporary under the ASC 350 guidance as of those dates. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Management's Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the private warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | ||
Earnings (Loss) per Share and Member Unit | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,819,167 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from For the Period from January 1, August 20, 2020 (Inception) 2021 through through December 2, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (24,805,124) $ — $ — $ (2,286) Denominator: Basic and diluted weighted average stock outstanding 29,692,013 — — 6,875,000 Basic and diluted net loss per common stock $ (0.84) $ — $ — $ (0.00) | ||
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | ||
P3 Health Partners Inc. | |||
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company, and its subsidiaries, all of which are controlled by the Company through majority voting control, and variable interest entities for which the Company is the primary beneficiary. As more fully described in Note 25 “Variable Interest Entities”, the Company is the primary beneficiary of the following physician practices (“Network”): ● Kahan, Wakefield, Abdou, PLLC (“KWA”) ● Bacchus, Wakefield, Kahan, PC (“BACC”) ● P3 Health Partners Professional Services PC ● P3 Medical Group, P.C. ● P3 Health Partners California, P.C. All intercompany accounts and transactions have been eliminated in consolidation. | Principles of Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company, and its subsidiaries, all of which are controlled by the Company through majority voting control and variable interest entities for which the Company is the primary beneficiary. As more fully described in Note 28 “Variable Interest Entities”, the Company is the primary beneficiary of the following physician practices (the “Network”): ● Kahan, Wakefield, Abdou, PLLC (“KWA”) ● Bacchus, Wakefield, Kahan, PC (“BACC”) ● P3 Health Partners Professional Services, P.C. ● P3 Medical Group, P.C. ● P3 Health Partners California, P.C. All intercompany accounts and transactions have been eliminated in consolidation. | |
Variable Interest Entities ("VIE" or "VIEs") | Variable Interest Entities (“VIE” or “VIEs”) Management analyzes whether the Company has any financial interests in VIEs. This analysis includes a qualitative review based on an evaluation of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. Accounting Standards Codification (“ASC”) Topic 810, Consolidation | Variable Interest Entities (“VIE” or “VIEs”) Management analyzes whether the Company has any financial interests in VIEs. This analysis includes a qualitative review based on an evaluation of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. ASC 810 , | |
Segment Reporting | Segment Reporting The Company presents the financial statements by segment in accordance with ASC Topic No. 280, Segment Reporting and adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), as defined in the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company has one reportable segment, which reflects how the CODM manages the Company. | Segment Reporting The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting | |
Management's Use of Estimates | Management’s Use of Estimates Preparation of these condensed consolidated financial statements and accompanying footnotes, in conformity with U.S. GAAP, requires Management to make estimates and assumptions that could affect amounts reported here. Management bases its estimates on the best information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID 19. See Note 23 “Commitments and Contingencies” for further discussion on the impact of COVID-19. The areas where significant estimates are used in these accompanying condensed consolidated financial statements include revenue recognition, the liability for unpaid claims, unit-based and share-based compensation, premium deficiency reserves (“PDR”), fair value and impairment recognition of long-lived assets (including intangibles and goodwill), fair value of acquired assets and liabilities in Business Combinations, fair value of liability classified instruments and judgments related to deferred income taxes. Actual results could differ from those estimates. | Management’s Use of Estimates Preparation of these consolidated financial statements and accompanying footnotes, in conformity with GAAP, requires Management to make estimates and assumptions that could affect amounts reported here. Management bases its estimates on the best information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. See Note 26 “Commitments and Contingencies” for further discussion on the impact of COVID-19. The areas where significant estimates are used in these accompanying consolidated financial statements include revenue recognition, the liability for unpaid claims, unit-based compensation, premium deficiency reserves, fair value and impairment recognition of long-lived assets (including intangibles and goodwill), fair value of acquired assets and liabilities in business combinations, share-based compensation, fair value of liability classified instruments and judgments related to deferred income taxes. Actual results could differ from those estimates. | |
Earnings (Loss) per Share and Member Unit | Earnings (Loss) per Share and Member Unit Basic and diluted net loss per share attributable to common stockholders in the Successor Period is presented in conformity with the two-class method required for participating securities. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of Public Warrants, Private Placement Warrants, restricted shares and escrow shares. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company analyzed the calculation of net loss per member unit for the Predecessor Period and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, net loss per member unit information has not been presented for the Predecessor Periods. | Earnings (Loss) per Share and Member Unit Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of Public Warrants, Private Placement Warrants, restricted shares and escrow shares. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company analyzed the calculation of net loss per member unit for Predecessor Periods 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. | |
Cash and Restricted Cash | Cash and Restricted Cash Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at banks. Accounts at each institution are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”). At June 30, 2022 and December 31, 2021, the Company maintained its cash in bank deposit accounts that, at times, may have exceeded FDIC insured limits. Management does not expect any losses to occur on such accounts. At June 30, 2022 and December 31, 2021, the Company had unrestricted cash of $63,145,379 and $140,477,586, respectively, deposited at banking institutions which are subject to the FDIC insured limit. Successor June 30, 2022 December 31, 2021 Unrestricted $ 63,145,379 $ 140,477,586 Restricted 753,920 356,286 Total Cash Balances $ 63,899,299 $ 140,833,872 Restricted Cash is that which is held for a specific purpose (such as payment of partner distributions and legal settlements) and is thus not available to the Company for immediate or general business use. Restricted Cash appears as a separate line item on the Company’s condensed consolidated balance sheets. The following table provides a reconciliation of cash and restricted cash reported on the condensed consolidated balance sheet at June 30, 2021, that sum to the total of these items reported in the condensed consolidated statements of cash flows. Predecessor June 30, 2021 Unrestricted $ 16,322,893 Restricted 223,872 Total Cash Balances $ 16,546,765 | Cash and Restricted Cash Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at banks. Accounts at each institution are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”). In 2021 and 2020, the Company maintained its cash in bank deposit accounts that, at times, may have exceeded FDIC insured limits. Management does not expect any losses to occur on such accounts. At December 31, 2021 and 2020, the Company had unrestricted cash of $140,477,586 and $36,261,104, respectively, deposited at banking institutions which are subject to the FDIC insured limit. Successor Predecessor December 31, December 31, 2021 2020 Checking $ 140,477,586 $ 36,261,104 Restricted 356,286 3,641,843 Total Cash Balances $ 140,833,872 $ 39,902,947 Restricted Cash is that which is held for a specific purpose (such as payment of partner distributions and legal settlements) and is thus not available to the Company for immediate or general business use. Restricted Cash appears as a separate line item on the Company’s consolidated balance sheets. The following table provides a reconciliation of cash and restricted cash on the balance sheet of the predecessor period at December 2, 2021, December 31, 2020, and December 31, 2019 that sum to the total of these items reported in the statement of cash flows. Predecessor December 2, December 31, December 31, 2021 2020 2019 Checking $ 5,300,842 $ 36,261,104 $ 32,592,496 Restricted 54,095 3,641,843 312,352 Total Cash Balances $ 5,354,937 $ 39,902,947 $ 32,904,848 | |
Revenue Recognition and Revenue Sources | Revenue Recognition and Revenue Sources The Company categorizes revenue based on various factors such as the nature of contracts and order to billing arrangements as follows: Successor Predecessor Three Months Ended Three Months Ended June 30, 2021 Revenue Type June 30, 2022 % of Total (As Restated) % of Total Capitated Revenue $ 267,102,466 99.1 % $ 141,560,867 97.9 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 264,624 0.1 % 1,286,863 0.9 % Shared Risk Revenue 55,154 0.0 % 202,011 0.1 % Care Coordination / Management Fees 762,067 0.3 % 971,605 0.7 % Incentive Fees 1,269,660 0.5 % 565,098 0.4 % Total Other Patient Service Revenue 2,351,505 0.9 % 3,025,577 2.1 % Total Revenue $ 269,453,971 100 % $ 144,586,444 100 % Successor Predecessor Six Months Ended Six Months Ended June 30, 2021 Revenue Type June 30, 2022 % of Total (As Restated) % of Total Capitated Revenue $ 536,787,281 98.9 % $ 290,525,057 98.2 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 2,146,877 0.4 % 2,108,627 0.7 % Shared Risk Revenue 55,154 0.0 % 202,011 0.1 % Care Coordination / Management Fees 2,683,173 0.5 % 1,848,400 0.6 % Incentive Fees 1,325,820 0.2 % 1,200,291 0.4 % Total Other Patient Service Revenue 6,211,024 1.1 % 5,359,329 1.8 % Total Revenue $ 542,998,305 100 % $ 295,884,386 100 % The following table depicts the health plans from which the Company has a concentration of revenue that is 10.0% or more: Successor Predecessor Three Months Ended Three Months Ended June 30, 2021 Plan Name June 30, 2022 % of Total (As Restated) % of Total Health Plan C $ 54,392,897 20.2 % $ 18,412,847 12.7 % Health Plan B 45,818,789 17.0 % 33,449,667 23.2 % Health Plan A 48,047,307 17.8 % 39,119,191 27.1 % Health Plan D 36,013,196 13.4 % 27,231,621 18.8 % All Other 85,181,782 31.6 % 26,373,118 18.2 % Total Revenue $ 269,453,971 100 % $ 144,586,444 100 % Successor Predecessor Six Months Ended Six Months Ended June 30, 2021 Plan Name June 30, 2022 % of Total (As Restated) % of Total Health Plan C $ 109,714,073 20.2 % $ 37,693,084 12.7 % Health Plan B 93,838,172 17.3 % 67,034,039 22.7 % Health Plan A 93,285,372 17.2 % 77,813,676 26.3 % Health Plan D 72,876,157 13.4 % 54,925,880 18.6 % All Other 173,284,531 31.9 % 58,417,707 19.7 % Total Revenue $ 542,998,305 100 % $ 295,884,386 100 % Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Capitated Revenue The Company contracts with health plans using an at-risk (shared savings) model. Under the at-risk model, the Company is responsible for the cost of all covered services provided to members assigned by the health plans to the Company in exchange for a fixed premium payment, which generally is a percentage of the payment based on health plans’ premiums received from CMS. Through this capitation arrangement, the Company stands ready to provide assigned Medicare Advantage beneficiaries all their medical care via the Company’s directly employed and affiliated physician/specialist network. The premiums health plans receive are determined via a competitive bidding process with CMS and are based on the costs of care in local markets and the average utilization of services by patients enrolled. Medicare pays capitation using a “risk adjustment model”, which compensates providers based on the health status (acuity) of each individual patient. Medicare Advantage plans with higher acuity patients receive higher premiums. Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after final data is compiled. The Company generally estimates transaction prices using the most likely methodology. Amounts are only included in the transaction price to the extent any significant uncertainty of reversal on cumulative revenue will not occur and is, furthermore, resolved. In certain contracts, PMPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. Capitated revenues are recognized based on an estimated PMPM transaction price to transfer the service for a distinct increment of the series (e.g. month) and is recognized net of projected acuity adjustments and performance incentives or penalties as Management cannot reasonably estimate the ultimate PMPM payment of those contracts. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. The capitation amount is subject to possible retroactive premium risk adjustments based on the member’s individual acuity. There were no premium risk adjustments recorded in 2021 or the first two quarters in 2022 as related to prior years. As the period between the time of service and time of payment is typically one year or less, Management elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company’s contracts with health plans may include core functions and services for managing assigned patients’ medical care. The combination of those services is offered as one “single solution” (“bundle”). Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patients-customers can change month over month. The Company does not offer nor price each individual function as a standalone a la carte service to health plans. However, the addition or exclusion of certain services may be negotiated and reflected in each health plan’s specific total percent of the premium (“POP”). At June 30, 2022 and December 31, 2021, the Company had POP contracts in effect with 20 health plans (across 5 states) and 17 health plans (across 4 states), respectively. Each month, in accordance with contractual obligations (for non-delegated health plans; e.g. - those for which the Company has not been delegated for claims processing), each plan funds a medical claims payment reserve equal to a defined percentage of premium attributable to members assigned to the Company. In turn, the Company administers and funds medical claims for contractually covered services, for assigned health plan members, from that health plan’s reserve. On a quarterly or monthly basis, health plans conduct a settlement of the reserve to determine any surplus or deficit amount. The reconciliation and distribution of the reserve occur within 120 days following the end of each quarter. An annual settlement reconciliation and distribution from all funds occurs within twenty-one At June 30, 2022, and December 31,2021, health plan receivables and health plan settlement payables , by health plan, by year, were as follows: Health Plan Receivables Successor June 30, 2022 December 31, 2021 Health Plan A $ 4,296,896 $ 4,695,712 Health Plan B 24,371,497 15,473,828 Health Plan C 32,543,742 1,380,752 Health Plan D 13,749,578 6,651,586 Health Plan E 517,654 2,439,046 Health Plan F 1,435,258 2,925,751 Health Plan G 19,890 239,375 Health Plan H 3,795,423 2,185,619 Health Plan I 1,504,353 1,134,750 Health Plan J 317,704 149,915 Health Plan K 666,312 2,705,147 Health Plan L 260,317 899,560 Health Plan M 3,310,581 1,747,116 Health Plan N 1,596,377 974,092 Health Plan O 2,696,375 666,291 Health Plan P 415,688 106,162 Health Plan Q 351,090 61,990 Health Plan R 4,426,655 3,578,682 Health Plan S 600,639 — Health Plan T 2,198,285 2,175,324 Health Plan U 723,797 60,306 Health Plan W 8,299 — Total Health Plan Receivables $ 99,806,410 $ 50,251,004 Health Plan Settlement Payables Successor June 30, 2022 December 31, 2021 Health Plan A $ 109,085 $ — Health Plan B 11,700,274 11,700,274 Health Plan D — 3,882,250 Health Plan F 5,144,469 6,085,425 Health Plan G 885,194 776,164 Health Plan I (147,868) (215,626) Health Plan O 16,552 (39,151) Health Plan U 226,209 226,209 Health Plan V 88,480 133,149 Total Health Plan Settlement Payables $ 18,022,395 $ 22,548,694 At June 30, 2022, and December 31, 2021, Management has deemed the Company’s settlement receivables to be fully collectible from those health plans where the Company is not delegated for claims processing. Accordingly, a constraint on the variable consideration associated with settlement receivables is not necessary. Other Patient Service Revenue(s) - Clinical Fees and Insurance Revenue Clinic fees and insurance revenues relate to net patient fees received from various payers and direct patients (“self-payers”) under contracts in which the Company’s sole performance obligation is to provide healthcare services through the operation of medical clinics. The Company recognizes clinic fees and insurance revenue in the period in which services are provided, on the date of service, under FFS payment arrangements, revenue is recognized on the date of service. The Company’s performance obligations are typically satisfied in the same day services are provided. All the Company’s contracts with its customers under these arrangements include a single performance obligation. The Company’s contractual relationships with patients, in most cases, also involve third-party payers (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through state-sponsored health insurance exchanges). Transaction prices for services provided are dependent upon specific rules in place with third party payers - specifically, Medicare/Medicaid and pre-negotiated rates with managed care health plans and commercial insurance companies. Contractual arrangements with third parties typically include payments at amounts which are less than standard charges. These charges generally have predetermined rates for diagnostic service codes or discounted FFS rates. Management perpetually reviews the Company’s contractual estimation processes to consider and incorporate updates to laws, regulations and frequent changes in the managed care system. Contractual terms are negotiated and updated accordingly upon renewal. The Company’s revenue is based upon the estimated amounts Management expects to receive from patients and third-party payers. Estimates of explicit price concessions under managed care and commercial insurance plans are tied to payment terms specified in related contractual agreements. Retroactively calculated explicit price concessions tied to reimbursement agreements with third-party payers are recognized on an estimated basis in the period related services are rendered and adjusted in future periods as final payments are received. Revenue related to uninsured patients, uninsured co-payments, and deductibles (for patients with healthcare coverage) may also be discounted. The Company records implicit price concessions (based on historical collection experience) related to uninsured accounts to recognize self-pay revenues at their most likely amounts to be collected. The Company deems FFS revenue to be variable consideration and that its estimates of associated transaction prices will not result in a significant revenue reversal in the future. Based on satisfaction of single performance obligations occurring on the dates of service, revenue is recognized as of the date services are provided. The Company, therefore, applies a portfolio approach to recognizing revenue from its FFS contracts. Management has elected two of the available practical expedients provided for by ASC 606. First, the Company did not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expensed all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. Other Patient Service Revenue(s) - Shared Risk Revenue P3 LLC (via one of its wholly owned subsidiaries - P3 Health Partners ACO, LLC “AzCC”) receives 30% of the shared risk savings from parties with whom it contracts under four separate arrangements. These arrangements are driven solely by medical cost containment year-over-year (“YoY”) expense reductions. This key performance indicator (“KPI”) is measured by the aggregate change in per member per year (“PMPY”) medical costs. If the sequential YoY PMPY aggregate change yields a reduction, the Company receives 30% of the associated total cost savings for that year. Conversely, if the sequential YoY PMPY aggregate change yields an increase in medical costs, no monies are due the Company that year. This KPI is compiled and reviewed on a calendar year basis. The Company recognizes shared risk revenue only upon the receipt of cash. Therefore, the likelihood of any significant revenue reversal in the future is non-existent. Other Patient Service Revenue(s) - Care Coordination Fees and Management Fees The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or Management Fee to the Company. CCFs and Management Fees are intended to fund the costs of delegated services provided to certain health plans. CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties. None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so. The Company uses a portfolio approach to account for CCFs and Management Fees. Based on similarities of the terms of the care coordination and administrative services, Management believes that revenue recognized by utilizing the portfolio approach approximates that which it would have realized if an individual contract approach were applied. Patient Fees Receivable Substantially, all client fees and insurance receivables are due under FFS contracts with third party payors, such as commercial insurance companies (“Commercial”), government-sponsored healthcare programs (“Medicare/ Medicaid”) or directly from patients (“Self-Pay”). Management continuously monitors activities from payors (including patients) and records an estimated price concession based on specific contracts and actual historical collection patterns. Patient fees receivable, where a third-party payor is responsible for the amount due, are carried at amounts determined by the original charges for services provided less implicit and explicit price concessions. Price concessions represent amounts made for contractual adjustments (discounts). Patient fees receivable is included in Clinic Fees and Insurance Receivables in the Company’s condensed consolidated balance sheets and are recorded net of contractual allowances. Patient fees receivable are recorded at the invoiced amount, net of any expected contractual adjustments and implicit price concessions, and do not bear interest. The Company has agreements with third-party payors that provide for payments at amounts different from the established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Patient service revenues are reported at the estimated net realizable amounts from patients, third-party payors, and others for services rendered. Contractual adjustments arising under reimbursement arrangements with third- party payors are accrued on an estimated basis in the period the related services are rendered and are adjusted in future periods as final settlements are determined. Implicit price concessions are taken based on historical collection experience and reflect the estimated amounts the Company expects to collect. | Revenue Recognition and Revenue Sources The Company categorizes revenue based on various factors such as the nature of contracts and order to billing arrangements as follows: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, Revenue Type 2021 % of Total 2021 % of Total 2020 % of Total 2019 % of Total Capitated Revenue $ 57,224,539 97 % $ 567,735,297 98 % $ 480,739,577 98 % $ 139,332,707 96 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 750,675 2 % 4,318,074 1 % 3,364,504 1 % 3,312,107 2 % Shared Risk Revenue 180,558 0 % 601,509 0 % 1,111,466 0 % 932,301 1 % Care Coordination / Management Fees 600,175 1 % 5,880,397 1 % 5,614,539 1 % 1,893,553 1 % Incentive Fees 6,450 0 % 67,141 0 % 233,439 0 % 11,444 0 Total Other Patient Service Revenue 1,537,858 3 % 10,867,121 2 % 10,323,948 2 % 6,149,405 4 % Total Revenue $ 58,762,397 100 % $ 578,602,418 100 % $ 491,063,525 100 % $ 145,482,112 100 % The following table depicts the health plans from which the Company has a concentration of revenue that is 10.0% or more: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, Plan Name 2021 % of Total 2021 % of Total 2020 % of Total 2019 % of Total Health Plan A $ 11,664,112 20 % $ 139,289,079 24 % $ 147,906,495 30 % $ — — Health Plan B 12,757,714 22 % 126,460,232 22 % 112,384,330 23 % 13,557,771 9 % Health Plan C 6,156,558 10 % 71,061,602 12 % 66,237,074 13 % 27,788,287 19 % Health Plan D 10,337,160 18 % 114,496,751 20 % 62,683,829 13 % 6,106,544 4 % Health Plan E 1,820,518 3 % 22,249,245 4 % 28,880,247 6 % 39,265,322 27 % Health Plan F 2,446,094 4 % 26,670,388 5 % 24,521,349 5 % 26,703,364 18 % Health Plan G — — % 264,006 — % 22,646,251 5 % 20,157,166 14 % All Other 13,580,241 23 % 78,111,115 13 % 25,803,950 5 % 11,903,658 9 % Total Revenue $ 58,762,397 100 % $ 578,602,418 100 % $ 491,063,525 100 % $ 145,482,112 100 % Revenue Recognition The Company follows the accounting requirements of ASC 606, Revenue from Contracts with Customers The principles of ASC 606 are generally applied using the following five steps: 1. Identify the contract(s) with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) the entity satisfies a performance obligation. The guidance requires disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized. The Company initially applied the standard on January 1, 2019, using the modified retrospective adoption method, and elected to apply the modified retrospective method only to contracts that were not completed as of this date. Additionally, the Company utilized the portfolio approach to group contracts together with similar characteristics for the adoption analysis. Capitated Revenue The Company contracts with health plans using an at-risk (shared savings) model. Under the at-risk model, the Company is responsible for the cost of all covered services provided to members assigned by the health plans to the Company in exchange for a fixed premium payment, which generally is a percentage of the payment (“POP”) based on health plans’ premiums received from CMS. Through this capitation arrangement, the Company stands ready to provide assigned Medicare Advantage beneficiaries all their medical care via the Company’s directly employed and affiliated physician/specialist network. The premiums health plans receive are determined via a competitive bidding process with CMS and are based on the costs of care in local markets and the average utilization of services by patients enrolled. Medicare pays capitation using a “risk adjustment model”, which compensates providers based on the health status (acuity) of each individual patient. Medicare Advantage plans with higher acuity patients receive higher premiums. Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after final data is compiled. The Company generally estimates transaction prices using the most likely methodology. Amounts are only included in the transaction price to the extent any significant uncertainty of reversal on cumulative revenue will not occur and is, furthermore, resolved. In certain contracts, PMPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. Capitated revenues are recognized based on an estimated PMPM transaction price to transfer the service for a distinct increment of the series (e.g. month) and is recognized net of projected acuity adjustments and performance incentives or penalties as Management cannot reasonably estimate the ultimate PMPM payment of those contracts. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. The capitation amount is subject to possible retroactive premium risk adjustments based on the member’s individual acuity. In 2019, the Company recorded $150,681 of additional revenue related to prior year premium risk adjustments. There were no premium risk adjustments recorded in 2021 and 2020 as related to prior years. As the period between the time of service and time of payment is typically one year or less, Management elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company’s contracts with health plans may include core functions and services for managing assigned patients’ medical care. The combination of those services is offered as one “single solution” (“bundle”). Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patients-customers can change month over month The Company does not offer nor price each individual function as a standalone a la carte service to health plans. However, the addition or exclusion of certain services may be negotiated and reflected in each health plan’s specific total POP. At December 31, 2021, 2020 and 2019, the Company had POP contracts in effect with 17 health plans (across 4 states), 12 health plans (across 4 states) and 7 health plans (across 2 states), respectively. Each month, in accordance with contractual obligations (for non-delegated health plans; e.g. those for which the Company has not been delegated for claims processing), each plan funds a medical claims payment reserve equal to a defined percentage of premium attributable to members assigned to the Company. In turn, the Company administers and funds medical claims for contractually covered services, for assigned health plan members, from that health plan’s reserve. On a quarterly or monthly basis, health plans conduct a settlement of the reserve to determine any surplus or deficit amount. The reconciliation and distribution of the reserve occur within 120-days following the end of each quarter. An annual settlement reconciliation and distribution from all funds occurs within twenty-one months following each year-end. As of December 31, health plan receivables and health plan settlement payables, by health plan, by year, were as follows: Health Plan Receivables Successor Predecessor December 31, December 31, Health Plan Name 2021 2020 Health Plan A $ 4,695,712 $ 5,732,221 Health Plan B 15,473,828 15,316,696 Health Plan C 1,380,752 7,332,687 Health Plan D 6,651,586 6,863,270 Health Plan E 2,439,046 2,194,209 Health Plan F 2,925,751 3,222,247 Health Plan G 239,375 2,735,562 Health Plan H 2,185,619 878,866 Health Plan I 1,134,750 17,908 Health Plan J 149,915 285,730 Health Plan K 2,705,147 4,569 Health Plan L 899,560 378,822 Health Plan M 1,747,116 — Health Plan N 974,092 — Health Plan O 666,291 — Health Plan P 106,162 — Health Plan Q 61,990 — Health Plan R 3,578,682 — Health Plan T 2,175,324 — Health Plan U 60,306 — Total Health Plan Receivables $ 50,251,004 $ 44,962,787 Health Plan Settlement Payables Successor Predecessor December 31, December 31, Health Plan Name 2021 2020 Health Plan B $ 11,700,274 $ — Health Plan C — 1,928,414 Health Plan D 3,882,250 4,680,185 Health Plan F 6,085,425 6,125,681 Health Plan G 776,164 1,008,495 Health Plan I (215,626) — Health Plan O (39,151) — Health Plan U 226,209 — Health Plan V 133,149 — Total Health Plan Settlement Payables $ 22,548,694 $ 13,742,775 At December 31, 2021 and 2020, Management has deemed the Company’s settlement receivables to be fully collectible from those health plans where the Company is not delegated for claims processing. Accordingly, a constraint on the variable consideration associated with settlement receivables was not necessary. Other Patient Service Revenue(s) – Clinical Fees and Insurance Revenue Clinic fees and insurance revenues relate to net patient fees received from various payers and direct patients (“self-payers”) under contracts in which the Company’s sole performance obligation is to provide healthcare services through the operation of medical clinics. The Company recognizes clinic fees and insurance revenue in the period in which services are provided. Under FFS payment arrangements, revenue is recognized on the date of service. The Company’s performance obligations are typically satisfied in the same day services are provided. All the Company’s contracts with its customers under these arrangements include a single performance obligation. The Company’s contractual relationships with patients, in most cases, also involve third-party payers (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through state-sponsored health insurance exchanges). Transaction prices for services provided are dependent upon specific rules in place with third party payers – specifically, Medicare/Medicaid and pre-negotiated rates with managed care health plans and commercial insurance companies. Contractual arrangements with third parties typically include payments at amounts which are less than standard charges. These charges generally have predetermined rates for diagnostic service codes or discounted FFS rates. Management perpetually reviews the Company’s contractual estimation processes to consider and incorporate updates to laws, regulations and frequent changes in the managed care system. Contractual terms are negotiated and updated accordingly upon renewal. The Company’s revenue is based upon the estimated amounts Management expects to receive from patients and third-party payers. Estimates of explicit price concessions under managed care and commercial insurance plans are tied to payment terms specified in related contractual agreements. Retroactively calculated explicit price concessions tied to reimbursement agreements with third-party payers are recognized on an estimated basis in the period related services are rendered and adjusted in future periods as final payments are received. Revenue related to uninsured patients, uninsured co-payments, and deductibles (for patients with healthcare coverage) may also be discounted. The Company records implicit price concessions (based on historical collection experience) related to uninsured accounts to recognize self-pay revenues at their most likely amounts to be collected. The Company deems FFS revenue to be variable consideration and that its estimates of associated transaction prices will not result in a significant revenue reversal in the future. Based on satisfaction of single performance obligations occurring on the dates of service, revenue is recognized as of the date services are provided. The Company, therefore, applies a portfolio approach to recognizing revenue from its FFS contracts. Management has elected two of the available practical expedients provided for by ASC 606. First, the Company did not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expensed all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. Other Patient Service Revenue(s) – Shared Risk Revenue P3 LLC (via one of its wholly owned subsidiaries — P3 Health Partners ACO, LLC “AzCC”) receives 30% of the shared risk savings from parties with whom it contracts under four separate arrangements. These arrangements are driven solely by medical cost containment year-over-year (“YoY”) expense reductions. This key performance indicator (“KPI”) is measured by the aggregate change in PMPY (per member, per year medical costs). If the sequential YoY PMPY aggregate change yields a reduction, the Company receives 30% of the associated total cost savings for that year. Conversely, if the sequential YoY PMPY aggregate change yields an increase in medical costs, no monies are due the Company that year. This KPI is compiled and reviewed on a calendar year basis. The Company recognizes shared risk revenue only upon the receipt of cash. Therefore, the likelihood of any significant revenue reversal in the future is low. Other Patient Service Revenue(s) – Care Coordination Fees and Management Fees The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or Management Fee to the Company. CCFs and Management Fees are intended to fund the costs of delegated services provided to certain health plans. CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties. None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so. The Company uses a portfolio approach to account for CCFs and Management Fees. Based on similarities of the terms of the care coordination and administrative services, Management believes that revenue recognized by utilizing the portfolio approach approximates that which it would have realized if an individual contract approach were applied. Patient Fees Receivable Substantially, all client fees and insurance receivables are due under FFS contracts with third party payors, such as commercial insurance companies (“Commercial”), government-sponsored healthcare programs (“Medicare/ Medicaid”) or directly from patients (“Self-Pay”). Management continuously monitors activities from payors (including patients) and records an estimated price concession based on specific contracts and actual historical collection patterns. Patient fees receivable, where a third-party payor is responsible for the amount due, are carried at amounts determined by the original charges for services provided less implicit and explicit price concessions. Price concessions represent amounts made for contractual adjustments (discounts). Patient fees receivable is included in Clinic Fees and Insurance Receivables in the Company’s consolidated balance sheets and are recorded net of contractual allowances. Patient fees receivable are recorded at the invoiced amount, net of any expected contractual adjustments and implicit price concessions, and do not bear interest. The Company has agreements with third-party payors that provide for payments at amounts different from the established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Patient service revenues are reported at the estimated net realizable amounts from patients, third-party payors, and others for services rendered. Contractual adjustments arising under reimbursement arrangements with third- party payors are accrued on an estimated basis in the period the related services are rendered and are adjusted in future periods as final settlements are determined. Implicit price concessions are taken based on historical collection experience and reflect the estimated amounts the Company expects to collect. | |
Goodwill | Goodwill In accordance with ASC 350, Intangibles - Goodwill and Other | Goodwill In accordance with ASC 350, Intangibles – Goodwill and Other , Management tests goodwill for impairment at the reporting unit level. The Company has one reporting unit for the goodwill impairment testing purposes. Goodwill is tested for impairment on an annual basis in the fourth quarter, or more frequently if events or changes in circumstances indicate the carrying value of goodwill may not be recoverable (a “triggering event”). On the occurrence of a triggering event, an entity has the option to first assess qualitative factors to determine whether a quantitative impairment test is necessary. If it is more likely than not that goodwill is impaired, the fair value of the reporting unit (the Company) is compared with its carrying value. An impairment charge is recognized for the amount by which the carrying amount exceeds the fair value, provided, the loss recognized cannot exceed the total amount of goodwill. No goodwill impairment charges were recorded in 2021, 2020 and 2019. See Note 11 “Goodwill.” | |
Intangible Assets | Intangible Assets Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired asset, as well as its commitment to support these assets through continued investment and legal infringement protection. The Company reviews intangible assets, for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the asset exceeds its fair value and the impaired asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. | Intangible Assets Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired asset, as well as its commitment to support these assets through continued investment and legal infringement protection. The Company reviews intangible assets, for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the asset exceeds its fair value and the impaired asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. | |
Fair Value Measurements | Fair Value Measurements The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | Fair Value Measurements The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Summary of the effects of the restatement on each financial statement line item affected by the restatement as of the dates, and for the periods | The following tables summarize the restatement adjustments on each financial statement line item affected by the restatement as of the dates, and for the periods, indicated: As Previously Network Preferred Returns Class A Units Revenue Reported Adjustments Adjustments Adjustments Adjustment As Restated Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Capitated Revenue $ 294,860,130 $ — $ — $ — $ (4,335,073) $ 290,525,057 Other Patient Service Revenue 8,122,849 — — — (2,763,520) 5,359,329 Total Operating Revenue 302,982,979 — — — (7,098,593) 295,884,386 Medical Expenses 297,570,662 — — — (565,640) 297,005,022 Total Operating Expenses 335,409,517 — — — (565,640) 334,843,877 Operating Loss (32,426,538) — — — (6,532,953) (38,959,491) Interest Expense, net (8,487,374) — 3,993,325 — — (4,494,049) Total Other Expenses (19,148,953) — 3,993,325 — — (15,155,628) Net Loss Attributable to Non-Controlling Interests (5,241,713) 5,241,713 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (46,333,778) (5,241,713) 3,993,325 — (6,532,953) (54,115,119) Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Capitated Revenue $ 147,159,665 $ — $ — $ — $ (5,598,799) $ 141,560,866 Other Patient Service Revenue 4,258,933 — — — (1,233,356) 3,025,577 Total Operating Revenue 151,418,598 — — — (6,832,155) 144,586,443 Medical Expenses 150,679,717 — — — (299,200) 150,380,517 Total Operating Expenses 170,856,707 — — — (299,200) 170,557,507 Operating Loss (19,438,108) — — — (6,532,955) (25,971,063) Interest Expense, net (4,406,240) — 2,036,476 — — (2,369,764) Total Other Expenses (5,529,823) — 2,036,476 — — (3,493,347) Net Loss Attributable to Non-Controlling Interests (1,959,421) 1,959,421 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (23,008,510) (1,959,421) 2,036,476 — (6,532,955) (29,464,410) Condensed Consolidated Statement of Changes in Members' Deficit for the Six Months Ended June 30, 2021 Preferred Return at 8% for Class A Units $ 1,817,564 $ — $ (1,817,564) $ — $ — $ — Net Loss (51,575,491) — 3,993,325 — (6,532,953) (54,115,119) Balance as of June 30,2021 (146,395,455) — 6,743,106 (43,656,170) — (183,308,519) Condensed Consolidated Statement of Changes in Members' Deficit for the Three Months Ended June 30, 2021 Preferred Return at 8% for Class A Units $ 926,852 $ — $ (926,852) $ — $ — $ — Net Loss (24,967,931) — 2,036,476 — (6,532,955) (29,464,410) Balance as of June 30,2021 (146,395,455) — 6,743,106 (43,656,170) — (183,308,519) Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2021 Net Loss $ (51,575,491) $ — $ 3,993,325 $ — $ (6,532,953) $ (54,115,119) Health Plan Settlements Receivable/Premiums Receivable (5,320,861) — — — 6,532,953 1,212,092 Class A and Class D Preferred Returns 3,993,325 — (3,993,325) — — — Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended March 31, 2021 Preferred Return at 8% for Class A Units $ 890,612 $ — $ (890,612) $ — $ — $ — Net Loss (26,607,560) — 1,956,848 — — (24,650,712) Balance as of March 31,2021 (122,918,168) — 5,633,581 (43,656,269) 6,532,954 (154,407,902) Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2020 Balance as of December 31, 2020 $ (97,661,735) $ — $ 4,567,346 $ (43,656,270) $ 6,532,954 $ (130,217,705) *Rounding may cause variances | As Previously Network Preferred Returns Class A Units Revenue Reported Adjustments Adjustments Adjustments Adjustments As Restated Consolidated Balance Sheet as of December 31, 2020 Health Plan Settlement Receivable $ 38,429,833 $ — $ — $ — $ 6,532,954 $ 44,962,787 Total Current Assets 84,347,633 — — — 6,532,954 90,880,587 Total Assets 99,902,252 — — — 6,532,954 106,435,206 Class A Units Subject to Possible Redemption — — — 43,656,270 — 43,656,270 Class D Units Subject to Possible Redemption 51,608,900 — (4,567,346) — — 47,041,554 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 3,815,034 — (3,815,034) — — — Accumulated Equity-Based Compensation 1,368,567 — — (921,092) — 447,475 Retained Loss from Non-Controlling Interests (18,187,381) 18,187,381 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (126,242,225) (18,187,381) 8,382,381 (970,908) 6,532,954 (130,485,179) Total Member’s Deficit (97,661,735) — 4,567,346 (43,656,270) 6,532,954 (130,217,705) Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) 99,902,252 — — — 6,532,954 106,435,206 Consolidated Statement of Operations for the Year Ended December 31, 2020 Capitated Revenue $ 471,551,241 $ — $ — $ — $ 9,188,336 $ 480,739,577 Other Patient Service Revenue 13,990,050 — — — (3,666,102) 10,323,948 Total Operating Revenue 485,541,291 — — — 5,522,234 491,063,525 Medical Expenses 485,513,143 — — — (1,010,720) 484,502,423 Total Operating Expenses 520,661,923 — — — (1,010,720) 519,651,203 Operating Loss (35,120,632) — — — 6,532,954 (28,587,678) Interest Expense, net (9,970,260) — 7,437,080 — — (2,533,180) Total Other Income (Expense) (10,260,944) — 7,437,080 — — (2,823,864) Net Loss Attributable to Non-Controlling Interests (4,307,071) 4,307,071 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (41,074,505) (4,307,071) 7,437,080 — 6,532,954 (31,411,542) Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2020 Preferred Return(s) at 8% (Class A + Class D Units) $ 7,437,080 $ — $ (7,437,080) $ — $ — $ — Net Loss (45,381,576) — 7,437,080 — 6,532,954 (31,411,542) Balance as of December 31, 2020 (97,661,735) — 4,567,346 (43,656,270) 6,532,954 (130,217,705) Consolidated Statements of Cash Flows for the Year Ended December 31 2020 Net Loss $ (45,381,576) $ — $ 7,437,080 $ — $ 6,532,954 $ (31,411,542) Health Plan Settlements Receivable/Premiums Receivable (20,974,286) — — — (6,532,954) (27,507,240) Class A and Class D Preferred Returns 7,437,080 — (7,437,080) — — — Consolidated Balance Sheet as of December 31, 2019 Class A Units Subject to Possible Redemption $ — $ — $ — $ 43,656,270 $ — $ 43,656,270 Class D Units Subject to Possible Redemption 47,556,622 — (515,068) — — 47,041,554 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 430,230 — (430,230) — — — Accumulated Equity-Based Compensation 921,092 — — (921,092) — — Retained Loss from Non-Controlling Interests (13,880,310) 13,880,310 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (85,167,716) (13,880,310) 945,297 (970,908) — (99,073,637) Total Member’s Deficit (55,932,434) — 515,068 (43,656,271) — (99,073,637) Consolidated Statement of Operations for the Year Ended December 31, 2019 Capitated Revenue $ 138,727,943 $ — $ — $ — $ 604,764 $ 139,332,707 Other Patient Service Revenue 7,166,889 — — — (1,017,484) 6,149,405 Total Operating Revenue 145,894,832 — — — (412,720) 145,482,112 Medical Expenses 141,442,457 — — — (412,720) 141,029,737 Total Operating Expenses 185,430,503 — — — (412,720) 185,017,783 Interest Expense, net (3,479,139) — 945,297 — — $ (2,533,842) Total Other Income (Expense) (3,381,184) — 945,297 — — (2,435,887) Net Loss Attributable to Non-Controlling Interests (7,907,592) 7,907,592 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (35,009,263) (7,907,592) 945,297 — — (41,971,558) Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2019 Preferred Return(s) at 8% (Class A + Class D Units) $ 945,298 $ — $ (945,298) $ — $ — $ — Net Loss (42,916,855) — 945,297 — — (41,971,558) Conversion of Debt to Class A Units 3,764,025 — — (3,764,025) — — Class A Units Issued 11,184,468 — — (11,184,468) — — Redemption of Class A Units (15,000,000) — — 15,000,000 — — Modification of Class A — — — (1,892,002) — (1,892,002) Balance as of December 31, 2019 (55,932,434) — 515,068 (43,656,271) — (99,073,637) Consolidated Statements of Cash Flows for the Year Ended December 31 2019 Net Loss $ (42,916,855) $ — $ 945,297 $ — $ — $ (41,971,558) Class A and Class D Preferred Returns 945,297 — (945,297) — — — Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2018 Balance as of December 31, 2018 $ (13,868,589) $ — $ — $ (41,815,530) $ — $ (55,684,119) |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Summary of total cash balances | Successor June 30, 2022 December 31, 2021 Unrestricted $ 63,145,379 $ 140,477,586 Restricted 753,920 356,286 Total Cash Balances $ 63,899,299 $ 140,833,872 Predecessor June 30, 2021 Unrestricted $ 16,322,893 Restricted 223,872 Total Cash Balances $ 16,546,765 | Successor Predecessor December 31, December 31, 2021 2020 Checking $ 140,477,586 $ 36,261,104 Restricted 356,286 3,641,843 Total Cash Balances $ 140,833,872 $ 39,902,947 Predecessor December 2, December 31, December 31, 2021 2020 2019 Checking $ 5,300,842 $ 36,261,104 $ 32,592,496 Restricted 54,095 3,641,843 312,352 Total Cash Balances $ 5,354,937 $ 39,902,947 $ 32,904,848 |
Summary of sources (by product type) from which the Company's revenues are derived | Successor Predecessor Three Months Ended Three Months Ended June 30, 2021 Revenue Type June 30, 2022 % of Total (As Restated) % of Total Capitated Revenue $ 267,102,466 99.1 % $ 141,560,867 97.9 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 264,624 0.1 % 1,286,863 0.9 % Shared Risk Revenue 55,154 0.0 % 202,011 0.1 % Care Coordination / Management Fees 762,067 0.3 % 971,605 0.7 % Incentive Fees 1,269,660 0.5 % 565,098 0.4 % Total Other Patient Service Revenue 2,351,505 0.9 % 3,025,577 2.1 % Total Revenue $ 269,453,971 100 % $ 144,586,444 100 % Successor Predecessor Six Months Ended Six Months Ended June 30, 2021 Revenue Type June 30, 2022 % of Total (As Restated) % of Total Capitated Revenue $ 536,787,281 98.9 % $ 290,525,057 98.2 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 2,146,877 0.4 % 2,108,627 0.7 % Shared Risk Revenue 55,154 0.0 % 202,011 0.1 % Care Coordination / Management Fees 2,683,173 0.5 % 1,848,400 0.6 % Incentive Fees 1,325,820 0.2 % 1,200,291 0.4 % Total Other Patient Service Revenue 6,211,024 1.1 % 5,359,329 1.8 % Total Revenue $ 542,998,305 100 % $ 295,884,386 100 % | |
Summary of health plans from which the Company has a concentration of revenue that is 10.0%, or more | Successor Predecessor Three Months Ended Three Months Ended June 30, 2021 Plan Name June 30, 2022 % of Total (As Restated) % of Total Health Plan C $ 54,392,897 20.2 % $ 18,412,847 12.7 % Health Plan B 45,818,789 17.0 % 33,449,667 23.2 % Health Plan A 48,047,307 17.8 % 39,119,191 27.1 % Health Plan D 36,013,196 13.4 % 27,231,621 18.8 % All Other 85,181,782 31.6 % 26,373,118 18.2 % Total Revenue $ 269,453,971 100 % $ 144,586,444 100 % Successor Predecessor Six Months Ended Six Months Ended June 30, 2021 Plan Name June 30, 2022 % of Total (As Restated) % of Total Health Plan C $ 109,714,073 20.2 % $ 37,693,084 12.7 % Health Plan B 93,838,172 17.3 % 67,034,039 22.7 % Health Plan A 93,285,372 17.2 % 77,813,676 26.3 % Health Plan D 72,876,157 13.4 % 54,925,880 18.6 % All Other 173,284,531 31.9 % 58,417,707 19.7 % Total Revenue $ 542,998,305 100 % $ 295,884,386 100 % | Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, Revenue Type 2021 % of Total 2021 % of Total 2020 % of Total 2019 % of Total Capitated Revenue $ 57,224,539 97 % $ 567,735,297 98 % $ 480,739,577 98 % $ 139,332,707 96 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 750,675 2 % 4,318,074 1 % 3,364,504 1 % 3,312,107 2 % Shared Risk Revenue 180,558 0 % 601,509 0 % 1,111,466 0 % 932,301 1 % Care Coordination / Management Fees 600,175 1 % 5,880,397 1 % 5,614,539 1 % 1,893,553 1 % Incentive Fees 6,450 0 % 67,141 0 % 233,439 0 % 11,444 0 Total Other Patient Service Revenue 1,537,858 3 % 10,867,121 2 % 10,323,948 2 % 6,149,405 4 % Total Revenue $ 58,762,397 100 % $ 578,602,418 100 % $ 491,063,525 100 % $ 145,482,112 100 % Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, Plan Name 2021 % of Total 2021 % of Total 2020 % of Total 2019 % of Total Health Plan A $ 11,664,112 20 % $ 139,289,079 24 % $ 147,906,495 30 % $ — — Health Plan B 12,757,714 22 % 126,460,232 22 % 112,384,330 23 % 13,557,771 9 % Health Plan C 6,156,558 10 % 71,061,602 12 % 66,237,074 13 % 27,788,287 19 % Health Plan D 10,337,160 18 % 114,496,751 20 % 62,683,829 13 % 6,106,544 4 % Health Plan E 1,820,518 3 % 22,249,245 4 % 28,880,247 6 % 39,265,322 27 % Health Plan F 2,446,094 4 % 26,670,388 5 % 24,521,349 5 % 26,703,364 18 % Health Plan G — — % 264,006 — % 22,646,251 5 % 20,157,166 14 % All Other 13,580,241 23 % 78,111,115 13 % 25,803,950 5 % 11,903,658 9 % Total Revenue $ 58,762,397 100 % $ 578,602,418 100 % $ 491,063,525 100 % $ 145,482,112 100 % |
Summary of settlement receivables (health plan surpluses) and settlement payables (health plan deficits), by health plan, by year | Health Plan Receivables Successor June 30, 2022 December 31, 2021 Health Plan A $ 4,296,896 $ 4,695,712 Health Plan B 24,371,497 15,473,828 Health Plan C 32,543,742 1,380,752 Health Plan D 13,749,578 6,651,586 Health Plan E 517,654 2,439,046 Health Plan F 1,435,258 2,925,751 Health Plan G 19,890 239,375 Health Plan H 3,795,423 2,185,619 Health Plan I 1,504,353 1,134,750 Health Plan J 317,704 149,915 Health Plan K 666,312 2,705,147 Health Plan L 260,317 899,560 Health Plan M 3,310,581 1,747,116 Health Plan N 1,596,377 974,092 Health Plan O 2,696,375 666,291 Health Plan P 415,688 106,162 Health Plan Q 351,090 61,990 Health Plan R 4,426,655 3,578,682 Health Plan S 600,639 — Health Plan T 2,198,285 2,175,324 Health Plan U 723,797 60,306 Health Plan W 8,299 — Total Health Plan Receivables $ 99,806,410 $ 50,251,004 Health Plan Settlement Payables Successor June 30, 2022 December 31, 2021 Health Plan A $ 109,085 $ — Health Plan B 11,700,274 11,700,274 Health Plan D — 3,882,250 Health Plan F 5,144,469 6,085,425 Health Plan G 885,194 776,164 Health Plan I (147,868) (215,626) Health Plan O 16,552 (39,151) Health Plan U 226,209 226,209 Health Plan V 88,480 133,149 Total Health Plan Settlement Payables $ 18,022,395 $ 22,548,694 | Health Plan Receivables Successor Predecessor December 31, December 31, Health Plan Name 2021 2020 Health Plan A $ 4,695,712 $ 5,732,221 Health Plan B 15,473,828 15,316,696 Health Plan C 1,380,752 7,332,687 Health Plan D 6,651,586 6,863,270 Health Plan E 2,439,046 2,194,209 Health Plan F 2,925,751 3,222,247 Health Plan G 239,375 2,735,562 Health Plan H 2,185,619 878,866 Health Plan I 1,134,750 17,908 Health Plan J 149,915 285,730 Health Plan K 2,705,147 4,569 Health Plan L 899,560 378,822 Health Plan M 1,747,116 — Health Plan N 974,092 — Health Plan O 666,291 — Health Plan P 106,162 — Health Plan Q 61,990 — Health Plan R 3,578,682 — Health Plan T 2,175,324 — Health Plan U 60,306 — Total Health Plan Receivables $ 50,251,004 $ 44,962,787 Health Plan Settlement Payables Successor Predecessor December 31, December 31, Health Plan Name 2021 2020 Health Plan B $ 11,700,274 $ — Health Plan C — 1,928,414 Health Plan D 3,882,250 4,680,185 Health Plan F 6,085,425 6,125,681 Health Plan G 776,164 1,008,495 Health Plan I (215,626) — Health Plan O (39,151) — Health Plan U 226,209 — Health Plan V 133,149 — Total Health Plan Settlement Payables $ 22,548,694 $ 13,742,775 |
Business Combinations (Tables)
Business Combinations (Tables) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Summary of future consolidated results of operations | Six Months Ended June 30, 2021 (Unaudited) Total Operating Revenue $ 369,698,137 Net Profit $ (173,796,294) Net Loss Attributable to Non-controlling Interest $ (143,555,739) Net Loss Attributable to Controlling Interest $ (30,240,555) | Year Ended Year Ended December 31, December 31, 2021 2020 (Unaudited) (Unaudited) Total Operating Revenue $ 793,447,211 $ 615,487,335 Net Loss $ (259,282,984) $ (198,926,617) Net Loss Attributable to Non-controlling Interest $ (214,167,745) $ (164,313,386) Net Loss Attributable to Controlling Interest $ (45,115,239) $ (34,613,231) |
P3 Llc | ||
Business Acquisition [Line Items] | ||
Summary of purchase consideration | Successor December 31, Foresight 2021 Equity $ 80,300,733 Fair Value of Non-controlling Interest 1,807,427,576 Stock Compensation Pre-combination Services 26,313,476 Cash Consideration 18,405,083 Payment of P3 Health Group Holdings, LLC’s Transaction Costs 19,151,752 Total Purchase Consideration $ 1,951,598,620 | Successor December 31, 2021 Foresight Equity $ 80,300,733 Fair Value of Non-controlling Interest 1,807,427,576 Stock Compensation Pre-combination Services 26,313,476 Cash Consideration 18,405,083 Payment of P3 Health Group Holdings, LLC’s Transaction Costs 19,151,752 Total Purchase Consideration $ 1,951,598,620 |
Summary of purchase price allocation to assets and liabilities | Purchase Price Allocation Amounts Assets Acquired: Cash $ 5,300,842 Restricted Cash 54,095 Health Plan Settlement Receivables 47,733,033 Clinic Fees and Insurance Receivables, Net 426,064 Other Receivables 1,880,939 Prepaid Expenses and Other Current Assets 938,413 Property and Equipment, Net 7,875,234 Intangible Assets, Net: Customer Relationships 684,000,000 Provider Network 3,700,000 Trademarks 147,700,000 Goodwill 1,278,452,778 Notes Receivable 3,734,012 Right of Use Assets 6,870,279 Total Assets Acquired $ 2,188,665,689 Liabilities Assumed: Accounts Payable and Accrued Expenses $ 25,819,091 Accrued Payroll 2,868,664 Health Plans Settlements Payable 25,007,542 Claims Payable 76,031,460 Premium Deficiency Reserve 11,559,067 Accrued Interest 9,268,846 Current Portion of Long-Term Debt 301,443 Lease Liability 6,210,956 Long-Term Debt, Net of Current Portion 80,000,000 Total Liabilities Assumed $ 237,067,069 Net Assets Acquired $ 1,951,598,620 | Assets Acquired: Cash $ 5,300,842 Restricted Cash 54,095 Health Plan Settlement Receivables 47,733,033 Clinic Fees and Insurance Receivables, Net 426,064 Other Receivables 1,880,939 Prepaid Expenses and Other Current Assets 938,413 Property and Equipment, Net 7,875,234 Intangible Assets, Net: Customer Relationships 684,000,000 Provider Network 3,700,000 Trademarks 147,700,000 Goodwill 1,278,452,778 Notes Receivable, Net 3,734,012 Right of Use Assets 6,870,279 Total Assets Acquired 2,188,665,689 Liabilities Assumed: Accounts Payable and Accrued Expenses 25,819,091 Accrued Payroll 2,868,664 Health Plans Settlements Payable 25,007,542 Claims Payable 76,031,460 Premium Deficiency Reserve 11,559,067 Accrued Interest 9,268,846 Current Portion of Long-Term Debt 301,443 Lease Liability 6,210,956 Long-Term Debt, Net of Current Portion 80,000,000 Total Liabilities Assumed 237,067,069 Net Assets Acquired $ 1,951,598,620 |
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | ||
Business Acquisition [Line Items] | ||
Summary of purchase price allocation to assets and liabilities | Purchase Price Allocation Successor Period Predecessor Period Assets Acquired: Cash $ 20,547,337 $ 3,000 Restricted Cash 302,187 — Health Plan Settlement Receivables 5,754,006 — Clinic Fees and Insurance Receivables, Net 141,186 — Other Receivables 726,378 — Prepaid Expenses and Other Current Assets 1,189,575 — Property and Equipment, Net 113,436 5,896 Intangible Assets, Net: Customer Relationships — 2,045,604 Pay or Contracts 4,700,271 — Provider Network 1,100,000 — Trademarks 900,000 — Medical Licenses 700,000 — Goodwill 31,297,438 2,934,500 Total Assets Acquired $ 67,471,814 $ 4,989,000 Liabilities Assumed: Accounts Payable and Accrued Expenses $ 150,196 $ — Accrued Payroll 277,074 — Health Plans Settlements Payable 133,149 — Claims Payable 26,898,074 — Total Liabilities Assumed 27,458,493 — Net Assets Acquired $ 40,013,321 $ 4,989,000 | Successor Predecessor Period Period Assets Acquired: Cash $ 20,547,337 $ 3,000 Restricted Cash 302,187 — Health Plan Settlement Receivables 5,754,006 — Clinic Fees and Insurance Receivables, Net 141,186 — Other Receivables 726,378 — Prepaid Expenses and Other Current Assets 1,189,575 — Property and Equipment, Net 113,436 5,896 Intangible Assets, Net: Customer Relationships — 2,045,604 Payor Contracts 4,700,271 — Provider Network 1,100,000 — Trademarks 900,000 — Medical Licenses 700,000 — Goodwill 31,297,438 2,934,500 Total Assets Acquired 67,471,814 4,989,000 Liabilities Assumed: Accounts Payable and Accrued Expenses 150,196 — Accrued Payroll 277,074 — Health Plans Settlements Payable 133,149 — Claims Payable 26,898,074 — Total Liabilities Assumed 27,458,493 — Net Assets Acquired $ 40,013,321 $ 4,989,000 |
Fair Value Measurements and H_2
Fair Value Measurements and Hierarchy (Tables) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Schedule of changes in the fair value | Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 12, 2021 (including over-allotment) 280,875 10,857,917 11,138,792 Change in valuation inputs or other assumptions $ 71,550 $ 2,002,917 $ 2,074,467 Fair value as of December 2, 2021 $ 352,425 $ 12,860,834 $ 13,213,259 | ||
P3 Health Partners Inc. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Schedule of carrying amounts of financial instruments | Successor June 30, 2022 December 31, 2021 Financial assets: Cash $ 63,145,379 $ 140,477,586 Restricted cash 753,920 356,286 Clinics fees and insurance receivables, net 1,931,291 1,090,104 Other receivables 261,935 726,903 Financial liabilities: Accounts payable and accrued expenses 20,693,070 17,730,683 Warrants liabilities 5,429,009 11,382,826 | Successor Predecessor December 31, December 31, 2021 2020 Financial Assets: Cash $ 140,477,586 $ 36,261,104 Restricted Cash $ 356,286 $ 3,641,843 Clinics Fees and Insurance Receivables, Net $ 1,090,104 $ 675,954 Other Receivables $ 726,903 $ 146,117 Financial Liabilities: Accounts Payable and Accrued Expenses $ 17,730,683 $ 11,793,125 Liability for Warrants $ 11,382,826 $ 6,316,605 | |
Schedule of fair value hierarchy for financial liabilities | Level 1 Level 2 Level 3 Total Warrant liability as of June 30, 2022 $ 5,270,834 $ — $ 158,175 $ 5,429,009 Warrant liability as of December 31, 2021 10,880,550 — 502,276 11,382,826 | ||
Summary of Level 3 inputs into option pricing model | The key Level 3 inputs into the option pricing model as of June 30, 2022 relating to the Private Placement Warrants to purchase Class A Common Stock were as follows: Volatility 65.00 % Risk-Free Interest rate 3.00 % Exercise Price $ 11.50 Expected Term 4.4 Years The key Level 3 inputs into the option pricing model as of December 31, 2021 relating to the Private Placement Warrants to purchase Class A Common Stock were as follows: Volatility 60.00 % Risk-Free Interest rate 1.26 % Exercise Price $ 11.50 Expected Term 4.9 Years | ||
Schedule of changes in the fair value | Successor Predecessor Six Months Ended June Six Months Ended June 30, 2022 30, 2021 Beginning Balance of Private Warrant Liability $ 502,276 $ 6,316,605 Mark-to-Market Adjustment for Stock Warrants (344,101) 10,661,579 Ending Balance of Private Warrant Liability $ 158,175 $ 16,978,184 | Successor Predecessor December 3, 2021 through Year December 31, January 1, 2021 Ended 2021 through December (Private December 2, 2021 31, 2020 Placement (Class D (Class D Warrants) Warrants) Warrants) Beginning Balance $ 793,650 $ 6,316,605 $ N/A Issuance of Class D Warrants — — 6,316,605 Mark-to-Market Adjustment for Stock Warrants (291,374) 7,664,869 — Ending Balance $ 502,276 $ 13,981,474 $ 6,316,605 |
Patient Fees Receivable (Tables
Patient Fees Receivable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Disaggregation of Revenue [Line Items] | ||
Schedule of patient fees receivable | Successor June 30, 2022 December 31, 2021 Total Receivables: Gross $ 2,698,072 $ 2,641,182 Less: Contractual Allowances (2,129,238) (1,968,750) Receivables Net of Contractual Allowances $ 568,834 $ 672,432 | Successor Predecessor December 31, December 31, 2021 2020 Total Receivables: Gross $ 2,641,182 $ 1,041,300 Less: Contractual Allowances (1,968,750) (791,837) Receivables Net of Contractual Allowances $ 672,432 $ 249,463 Commercial $ 362,851 $ 85,504 Medicare / Medicaid 280,265 116,220 Self Pay 29,316 47,739 Receivables Net of Contractual Allowances $ 672,432 $ 249,463 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Property, Plant and Equipment [Line Items] | ||
Summary of property and equipment balances | Successor June 30, 2022 December 31, 2021 Leasehold Improvements $ 1,582,725 $ 1,537,091 Furniture & Fixtures 1,360,095 1,108,184 Computer Equipment & Software 2,703,230 2,700,617 Medical Equipment 414,100 414,100 Software (Development in Process) 3,533,823 2,433,470 Other 36,788 36,788 9,630,761 8,230,250 Less: Accumulated Depreciation (1,337,796) (182,321) Property and Equipment, Net $ 8,292,965 $ 8,047,929 | Successor Predecessor December 31, December 31, 2021 2020 Leasehold Improvements $ 1,537,091 $ 1,392,688 Furniture & Fixtures 1,108,184 1,150,789 Computer Equipment & Software 2,700,617 1,947,894 Medical Equipment 414,100 457,822 Software (Development in Process) 2,433,470 2,794,221 Other 36,788 — 8,230,250 7,743,414 Less: Accumulated Depreciation (182,321) (1,592,827) Property and Equipment, Net $ 8,047,929 $ 6,150,587 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Goodwill [Line Items] | ||
Summary of changes in goodwill | June 30, 2022 Balance at December 31, 2021 $ 1,309,750,216 Impairment charges (851,455,754) Balance at June 30, 2022 $ 458,294,462 | Predecessor Balance at December 31, 2019 $ 741,128 Acquisitions 130,000 Balance at December 31, 2020 871,128 Acquisitions 2,934,500 Balance at December 2, 2021 $ 3,805,628 Successor Balance at December 3, 2021 (1) $ 1,278,452,778 Acquisitions 31,297,438 Balance at December 31, 2021 $ 1,309,750,216 (1) Represents the opening balance of goodwill as of December 3, 2021 due to the Business Combination |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Schedule of changes in other intangible assets | Customer Provider Medical Relationships Trademarks Payor Contracts Network Licenses Total Balance at December 31, 2021 $ 678,300,000 $ 147,369,167 $ 4,700,271 $ 4,769,167 $ 700,000 $ 835,838,605 Amortization (34,200,000) (7,610,000) (235,014) (240,000) — (42,285,014) Balance at June 30, 2022 $ 644,100,000 139,759,167 4,465,257 4,529,167 700,000 793,553,591 | Predecessor Customer Relationships Total Balance at December 31, 2020 $ — $ — Acquisitions 2,045,604 2,045,604 Amortization (34,396) (34,396) Balance at December 2, 2021 $ 2,011,208 $ 2,011,208 Successor Customer Payor Provider Medical Relationships Trademarks Contracts Network Licenses Total Balance at December 3, 2021 (1) $ 684,000,000 $ 147,700,000 $ — $ 3,700,000 $ — $ 835,400,000 Acquisitions — 900,000 4,700,271 1,100,000 700,000 7,400,271 Amortization (5,700,000) (1,230,833) — (30,833) — (6,961,666) Balance at December 31, 2021 $ 678,300,000 $ 147,369,167 $ 4,700,271 $ 4,769,167 $ 700,000 $ 835,838,605 (1) Represents the opening balance of intangibles as of December 3, 2021 due to the Business Combination |
Claims Payable (Tables)
Claims Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Summary of activity in the liability for claims payable and healthcare expenses | Successor Predecessor December 3, 2021 January 1, 2021 Year Ended through December 31, through December 2, December 31, 2021 2021 2020 Claims Unpaid, Beginning of Period $ 76,031,460 $ 56,934,400 $ 19,859,348 Incurred, Related to: Current Period 55,148,939 525,366,213 418,103,177 Prior Period(s) 174,408 3,313,744 — Total Incurred 55,323,347 528,679,957 418,103,177 Paid, Related to: Current Period 53,366,035 453,940,969 361,512,059 Prior Period(s) 2,928,522 55,641,928 19,516,066 Total Paid 56,294,557 509,582,897 381,028,125 Claims Unpaid Assumed in Acquisitions 26,898,074 — — Claims Unpaid, End of Period $ 101,958,324 $ 76,031,460 $ 56,934,400 | |
P3 Health Partners Inc. | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Summary of activity in the liability for claims payable and healthcare expenses | Successor Six Months Ended June 30, 2022 Claims Unpaid, Beginning of Period $ 101,958,324 Incurred, Related to: Current Period 468,944,879 Prior Period(s) 7,097,685 Total Incurred 476,042,564 Paid, Related to: Current Period 340,629,168 Prior Period(s) 98,049,353 Total Paid 438,678,521 Claims Unpaid Assumed in Acquisitions Claims Unpaid, End of Period $ 139,322,367 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Schedule of rollforward the long-term debt balances | Successor LTD-A LTD-C LTD-D LTD-E Total Balance at December 31, 2021 $ — $ 15,000,000 $ 65,000,000 $ 46,101 $ 80,046,101 Issued in 2022 — — — — — Principal Payments in 2022 — — — (46,101) (46,101) Balance at June 30, 2022 $ — $ 15,000,000 $ 65,000,000 $ — $ 80,000,000 | Predecessor LTD-A LTD-C LTD-D LTD-E Totals Balance at December 31, 2019 $ 1,516,598 $ 15,000,000 $ — $ — $ 16,516,598 Issued in 2020 — — 40,000,000 180,000 40,180,000 Principal Payments in 2020 (1,516,598) — — (43,911) (1,560,509) Balance at December 31, 2020 — 15,000,000 40,000,000 136,089 55,136,089 Issued in 2021 — — 25,000,000 — 25,000,000 Principal Payments in 2021 — — — (82,563) (82,563) Balance at December 2, 2021 $ — $ 15,000,000 $ 65,000,000 $ 53,526 $ 80,053,526 Successor LTD-A LTD-C LTD-D LTD-E Totals Balance at December 3, 2021 (1) $ — $ 15,000,000 $ 65,000,000 $ 53,526 $ 80,053,526 Issued in 2021 — — — — — Principal Payments in 2021 — — — (7,425) (7,425) Balance at December 31, 2021 $ — $ 15,000,000 $ 65,000,000 $ 46,101 $ 80,046,101 1) Represents the opening balance of goodwill as of December 3, 2021 due to the Business Combination |
Schedule of long tern debt fiscal maturity disclosures | Interest Total Cash Principal PIK Cash Interest Payments* July 1, 2022 to December 31, 2022 $ — $ 2,660,461 $ 2,788,374 $ 2,788,374 2023 — 5,624,513 5,675,461 5,675,461 2024 — 6,061,814 5,882,309 5,882,309 2025 65,000,000 6,274,526 19,518,225 84,518,225 2026 15,000,000 1,851,284 20,054,451 35,054,451 Total $ 80,000,000 $ 22,472,598 $ 53,918,820 $ 133,918,820 * Total Payments Cash and Non-Cash (PIK) | Interest Total Cash Principal PIK Cash Interest Payments* 2022 $ 46,101 $ 5,225,890 $ 5,479,398 $ 5,525,499 2023 — 5,624,513 5,675,461 5,675,461 2024 — 6,061,814 5,882,309 5,882,309 2025 65,000,000 6,274,526 19,518,225 84,518,225 2026 15,000,000 1,851,284 20,054,451 35,054,451 Total $ 80,046,101 $ 25,038,027 $ 56,609,844 $ 136,655,945 * Total Cash Payments consist of principal and cash interest. |
Schedule of total payments cash and non-Cash of interest | Successor June 30, 2022 December 31, 2021 Total Principal $ 80,000,000 $ 80,046,101 Less: Current Portion of Long-Term Debt — (46,101) Long Term Debt $ 80,000,000 $ 80,000,000 | Successor Predecessor December 31, 2021 December 31, 2020 Total Principal $ 80,046,101 $ 55,136,089 Less: Current Portion of Long-Term Debt (46,101) (89,988) Less: Loan Origination Fees — (3,566,718) Add: Accumulated Amortization of Loan Origination Fees — 80,237 Less: Discount for Issuance of Class D Warrants — (6,316,605) Add: Accumulated Amortization of Discount — 144,971 Long Term Debt $ 80,000,000 $ 45,387,986 |
Schedule of short term debt | Third quarter 2022 $ 1,178,229 Total $ 1,178,229 | First quarter 2022 $ 1,178,344 Second quarter 2022 1,235,955 Third quarter 2022 1,164,262 Total $ 3,578,561 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of number of Class V share-based compensation activity | Weighted Weighted Average Average Grant-Date Time Based Grant-Date Performance Fair Value Units Fair Value Based Units Outstanding and non-vested at December 31, 2021 $ 9.20 5,471,400 $ — — Granted during period — — — — Vested 9.20 4,869,786 — — Cancelled/forfeited — — — — Outstanding and non-vested at June 30, 2022 $ 9.20 601,614 $ — — | Weighted Weighted Average Average Grant-Date Time Based Grant-Date Performance Fair Value Units Fair Value Based Units Outstanding and non-vested at December 31, 2018 $ 0.16 1,550,000 $ 0.03 500,000 Granted 0.13 1,125,000 0.04 1,375,000 Vested 0.15 (633,333) — — Cancelled/forfeited 0.14 (654,167) 0.07 (250,000) Outstanding and non-vested at December 31, 2019 $ 0.13 1,387,500 0.04 1,625,000 Granted 0.49 600,000 0.04 950,000 Vested 0.30 (443,750) — — Cancelled/forfeited — — — — Outstanding and non-vested at December 31, 2020 $ 0.49 1,543,750 $ 0.04 2,575,000 Granted 4.74 985,000 0.38 60,000 Vested 1.12 (660,417) — — Cancelled/forfeited 0.49 (280,000) 0.04 (950,000) Outstanding and non-vested at December 2, 2021 $ 2.66 1,588,333 $ 0.04 1,685,000 |
Schedule of stock option activity | Weighted Average Number of Weighted Remaining Options Average Contractual Outstanding Exercise Price Life (Years) Outstanding and non-vested at December 31, 2021 — — — Granted 2,034,279 6.43 3.10 Vested 66,667 5.02 — Cancelled/forfeited — — — Outstanding and non-vested at June 30, 2022 1,967,612 6.48 2.77 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Schedule of computation of net loss per share and weighted average shares | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from For the Period from January 1, August 20, 2020 (Inception) 2021 through through December 2, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (24,805,124) $ — $ — $ (2,286) Denominator: Basic and diluted weighted average stock outstanding 29,692,013 — — 6,875,000 Basic and diluted net loss per common stock $ (0.84) $ — $ — $ (0.00) | ||
P3 Health Partners Inc. | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Schedule of computation of net loss per share and weighted average shares | Successor Three Months Ended June 30, Six Months Ended June 30, 2022 2022 Numerator - Basic: Net loss $ (903,105,939) $ (963,896,193) Less: Net loss attributable to Non-controlling interest (748,755,990) (798,968,740) Net loss attributable to Class A common stockholders - Basic (154,349,949) (164,927,453) Numerator - Diluted: Net loss attributable to Class A common stockholders - Basic $ (154,349,949) $ (164,927,453) Add: Net loss and tax effect attributable to Non-controlling interest (748,755,990) (798,968,740) Net loss attributable to Class A common stockholders - Diluted (903,105,939) (963,896,193) Denominator - Basic: Weighted average Class A common shares outstanding - Basic 41,578,890 41,578,890 Loss per share attributable to Class A common shareholders - Basic $ (3.71) $ (3.97) Denominator - Diluted: Weighted average Class A common shares outstanding - Basic 41,578,890 41,578,890 Weighted average effect of dilutive Class V shares 200,473,866 198,782,864 Weighted average Class A common shares outstanding - Diluted 242,052,756 240,361,754 Loss per share attributable to Class A common shareholders - Diluted $ (3.73) $ (4.01) | Successor December 3, 2021 through December 31, 2021 Net Loss $ (57,937,929) Loss Attributable to Non-controlling Interest (47,856,729) Net Loss Attributable to Class A Common Stockholders - Basic and Diluted EPS $ (10,081,200) Weighted Average Class A Common Shares Outstanding - Basic and Diluted EPS 41,578,890 Loss per Share Attributable to Class A Common Shareholders - Basic and Diluted $ (0.24) | |
Schedule of potentially dilutive securities excluded from the computation of diluted net loss per share | Successor As of June 30, 2022 Public Warrants 10,591,605 Private Warrants 227,500 Restricted Shares 601,614 Options 2,134,279 13,554,998 | Successor December 3, 2021 through December 31, 2021 Public Warrants 10,541,667 Private Warrants 277,500 Restricted Shares 5,471,400 Total 16,290,567 |
Leases (Tables)
Leases (Tables) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Summary of operating lease costs | Successor Predecessor Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Lease costs $ 735,039 $ 563,651 Successor Predecessor Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 Lease costs $ 1,473,710 $ 1,051,963 | Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 2019 Operating Lease Costs $ 262,395 $ 2,294,555 $ 2,018,210 $ 1,592,665 |
Summary of lease terms and discount rates | Successor Predecessor Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 Weighted average remaining lease term (years) 4.91 3.31 Weighted average discount rate 11.2 % 10.4 % | Successor Predecessor December 31, December 31, Year Ending December 31, 2021* 2020* Weighted Average Remaining Lease Term (Years) 5.01 3.74 Weighted Average Discount Rate 11.1 % 10.3 % * All Leases are Operating |
Schedule of reconciliation of undiscounted future minimum lease payments | June 30, 2022 July 1, 2022 to December 31, 2022 $ 419,351 2023 2,117,494 2024 2,716,584 2025 2,366,864 2026 1,762,184 Thereafter 3,973,507 Total Payments 13,355,984 Less: Interest (2,447,475) Present Value of Lease Liabilities $ 10,908,509 | Successor December 31, Year Ending December 31, 2021 2022 $ 2,882,304 2023 2,017,479 2024 1,804,823 2025 1,521,074 2026 976,170 Thereafter 1,927,098 Total Payments for Operating Leases 11,128,948 Less: Interest (2,744,830) Present Value of Operating Lease Liabilities $ 8,384,118 |
Related Parties (Tables)
Related Parties (Tables) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Schedule of related party transactions | Successor June 30, 2022 Balance at Beginning of Period $ 25,882,296 Advanced During Period 2,223,912 Interest Accrued During period 437,236 Balance at End of Period $ 28,543,444 | Successor Predecessor December 3, 2021 January 1, 2021 Year Ended through December 31, through December 2, December 31, 2020 2021 2021 (As Restated) Balance at Beginning of Period $ 23,639,987 $ 19,354,258 $ 14,400,045 Advanced During Period 470,165 2,862,350 3,772,573 Interest Accrued During period 679 1,423,379 1,181,640 Balance at End of Period $ 24,110,831 $ 23,639,987 $ 19,354,258 |
Atrio | ||
Related Party Transaction [Line Items] | ||
Schedule of related party transactions | Successor Three Months Ended June 30, 2022 Revenue Earned from Capitation $ 42,935,126 Management Fees 572,250 Claims Paid 50,247,316 Successor Six Months Ended June 30, 2022 (Unaudited) Revenue Earned from Capitation $ 87,599,807 Management Fees 1,145,634 Claims Paid 97,505,664 | Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, 2021 2021 2020 2019 Revenue Earned from Capitation $ 11,483,345 $ 142,904,723 $ 146,469,571 $ — Management Fees 180,768 2,022,076 2,230,984 — Claims Paid 14,684,345 146,216,160 148,905,784 — |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Variable Interest Entity [Line Items] | ||
Summary of balance sheet and income statement of VIEs | Successor ASSETS June 30, 2022 December 31, 2021 Cash $ 8,589,392 $ 7,570,247 Client Fees and Insurance Receivable, net 22,025 60,815 Prepaid Expenses and Other Current Assets 513,781 406,372 Property, Plant and Equipment, net 45,134 36,416 Investment in Other P3 Entities 6,000,000 6,000,000 TOTAL ASSETS 15,170,332 14,073,850 LIABILITIES AND MEMBERS’ DEFICIT Accounts Payable and Accrued Expenses 6,677,891 4,804,704 Accrued Payroll 1,143,976 1,303,615 Due to Consolidated Entities of P3 28,601,805 24,110,831 TOTAL LIABILITIES 36,423,672 30,219,150 MEMBERS’ DEFICIT (21,253,340) (16,145,300) TOTAL LIABILITIES AND MEMBERS’ DEFICIT $ 15,170,332 $ 14,073,850 Successor Predecessor Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 (As Restated) Revenue $ 12,955,029 $ 2,081,167 Expenses 16,057,134 1,870,227 Net Loss $ (3,102,105) $ 210,940 Successor Predecessor Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 (As Restated) Revenue $ 25,868,574 $ 4,119,517 Expenses 30,976,614 7,190,869 Net Loss $ (5,108,040) $ (3,071,352) | Successor Predecessor 2020 2021 (As Restated) ASSETS Cash $ 7,570,247 $ 183,836 Client Fees and Insurance Receivable, net 60,815 335,358 Prepaid Expenses and Other Current Assets 406,372 285,363 Property and Equipment, net 36,416 22,309 Investment in Other P3 Entities 6,000,000 — TOTAL ASSETS $ 14,073,850 $ 826,866 LIABILITIES AND MEMBERS’ DEFICIT Accounts Payable and Accrued Expenses $ 4,804,704 $ 686,680 Accrued Payroll 1,303,615 1,019,940 Due to Consolidated Entities of P3 24,110,831 19,354,259 TOTAL LIABILITIES 30,219,150 21,060,879 MEMBERS’ DEFICIT (16,145,300) (20,234,013) TOTAL LIABILITIES AND MEMBERS’ DEFICIT $ 14,073,850 $ 826,866 Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, 2020 December 31, 2019 2021 2021 (As Restated) (As Restated) Revenue $ 843,747 $ 7,580,124 $ 7,611,427 $ 4,389,688 Expenses 1,202,951 12,293,365 13,100,138 13,035,788 Net Loss $ (359,204) $ (4,713,241) $ (5,488,711) $ (8,646,100) |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | Jun. 30, 2022 plan | Dec. 31, 2021 | Dec. 31, 2021 plan | Dec. 31, 2021 agreement | Dec. 03, 2021 | Dec. 31, 2020 agreement | Dec. 31, 2019 agreement |
P3 Health Group, LLC | |||||||
Company Operations [Line Items] | |||||||
Ownership percentage | 17.10% | ||||||
P3 Health Partners Inc. | |||||||
Company Operations [Line Items] | |||||||
Number of health plans with agreements entered | 20 | 17 | 17 | 12 | 7 | ||
P3 Health Partners Inc. | P3 Health Group, LLC | |||||||
Company Operations [Line Items] | |||||||
Ownership percentage | 17.10% | ||||||
P3 Health Partners Inc. | Prime rate | |||||||
Company Operations [Line Items] | |||||||
Spread on variable interest rate | 2% | ||||||
P3 Health Partners Inc. | Network | Prime rate | |||||||
Company Operations [Line Items] | |||||||
Spread on variable interest rate | 2% |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Operating Loss | $ (2,286) | $ (22,747,817) | ||||||||||||||||
Total Other Expenses | 2,057,307 | |||||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (2,286) | (24,805,124) | ||||||||||||||||
P3 Health Partners Inc. | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Total Operating Revenue | $ 58,762,397 | $ 269,453,971 | $ 144,586,444 | $ 542,998,305 | $ 295,884,386 | 578,602,418 | $ 491,063,525 | $ 145,482,112 | ||||||||||
Medical Expenses | 66,877,005 | 267,448,368 | 150,380,517 | 533,269,170 | 297,005,022 | 592,465,049 | 484,502,423 | 141,029,737 | ||||||||||
Total Operating Expenses | 117,650,063 | 1,181,641,128 | 170,557,507 | 1,507,353,190 | 334,843,877 | 707,660,010 | 519,651,203 | 185,017,783 | ||||||||||
Operating Loss | (58,887,666) | (912,187,157) | (25,971,063) | (964,354,885) | (38,959,491) | (129,057,592) | (28,587,678) | (39,535,671) | ||||||||||
Interest Expense, net | (1,321,922) | (2,733,875) | (2,369,764) | (5,495,125) | (4,494,049) | (9,677,477) | (2,533,180) | (2,533,842) | ||||||||||
Total Other Expenses | 949,737 | 9,081,218 | (3,493,347) | 458,692 | (15,155,628) | (17,342,346) | (2,823,864) | (2,435,887) | ||||||||||
Net Loss Attributable to Non-Controlling Interests | (47,856,729) | (748,755,990) | (798,968,740) | |||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (10,081,200) | (154,349,949) | (29,464,410) | (164,927,453) | (54,115,119) | (146,399,938) | (31,411,542) | (41,971,558) | ||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||
Net Loss | 57,937,929 | 903,105,939 | 29,464,410 | $ 24,650,712 | 963,896,193 | 54,115,119 | 146,399,938 | 31,411,542 | 41,971,558 | |||||||||
Balance at the end | 273,551,441 | 108,624,475 | (183,308,520) | (154,407,902) | (130,217,705) | 108,624,475 | (183,308,520) | (272,916,391) | (130,217,705) | (99,073,637) | $ (55,684,119) | |||||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||
Net Loss | 57,937,929 | 903,105,939 | 29,464,410 | $ 24,650,712 | 963,896,193 | 54,115,119 | 146,399,938 | 31,411,542 | 41,971,558 | |||||||||
P3 Health Partners Inc. | Capitated Revenue | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Total Operating Revenue | 57,224,539 | 267,102,466 | 141,560,867 | 536,787,281 | 290,525,057 | 567,735,297 | 480,739,577 | 139,332,707 | ||||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||
Total RAF adjustments | 6,532,954 | 6,532,954 | ||||||||||||||||
P3 Health Partners Inc. | Other Patient Service Revenue | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Total Operating Revenue | $ 1,537,858 | $ 2,351,505 | $ 3,025,577 | $ 6,211,024 | $ 5,359,329 | $ 10,867,121 | $ 10,323,948 | $ 6,149,405 | ||||||||||
P3 Health Partners Inc. | Class A Preferred Units | ||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||
Preferred return | 8% | 8% | 8% | 8% | ||||||||||||||
P3 Health Partners Inc. | Class A and Class D Units | ||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||
Preferred return | 8% | 8% | 8% | |||||||||||||||
P3 Health Partners Inc. | As Previously Reported | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Total Operating Revenue | $ 156,520,255 | $ 151,418,598 | $ 151,564,380 | $ 128,840,991 | $ 116,864,492 | $ 114,958,796 | $ 302,982,979 | $ 231,823,288 | $ 459,503,232 | $ 360,664,280 | $ 485,541,291 | $ 145,894,832 | ||||||
Medical Expenses | 161,662,423 | 150,679,717 | 146,890,945 | 127,015,976 | 105,777,973 | 115,464,322 | 297,570,662 | 221,242,295 | 459,233,085 | 348,258,272 | 485,513,143 | 141,442,457 | ||||||
Total Operating Expenses | 170,856,707 | 335,409,517 | 520,661,923 | 185,430,503 | ||||||||||||||
Operating Loss | (19,438,108) | (32,426,538) | (60,550,077) | (35,120,632) | ||||||||||||||
Interest Expense, net | (4,406,240) | (8,487,374) | (9,970,260) | (3,479,139) | ||||||||||||||
Total Other Expenses | (5,529,823) | (19,148,953) | (10,260,944) | (3,381,184) | ||||||||||||||
Net Loss Attributable to Non-Controlling Interests | (2,801,965) | (1,959,421) | (3,282,292) | 875,560 | (2,774,562) | (1,550,953) | (5,241,713) | (4,325,515) | (8,043,678) | (3,449,955) | (4,307,071) | (7,907,592) | ||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (23,008,510) | (46,333,778) | (41,074,505) | (35,009,263) | ||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||
Net Loss | (24,967,931) | (26,607,560) | (51,575,491) | (45,381,576) | (42,916,855) | |||||||||||||
Balance at the end | (179,246,686) | (146,395,455) | (122,918,168) | (84,110,848) | (69,173,164) | 63,212,106 | (97,661,735) | (146,395,455) | (69,173,164) | (179,246,686) | (84,110,848) | (97,661,735) | (55,932,434) | (13,868,589) | ||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||
Net Loss | (24,967,931) | (26,607,560) | (51,575,491) | (45,381,576) | (42,916,855) | |||||||||||||
Health Plan Settlements Receivable/Premiums Receivable | (5,320,861) | (20,974,286) | ||||||||||||||||
Class A and Class D Preferred Returns | 1,956,848 | (1,859,271) | 3,993,325 | 3,718,542 | 6,107,441 | 5,577,812 | 7,437,080 | 945,297 | ||||||||||
P3 Health Partners Inc. | As Previously Reported | Capitated Revenue | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Total Operating Revenue | 152,276,992 | 147,159,665 | 147,700,465 | 124,461,275 | 114,042,681 | 112,514,334 | 294,860,130 | 226,557,015 | 447,137,121 | 351,018,290 | 471,551,241 | 138,727,943 | ||||||
P3 Health Partners Inc. | As Previously Reported | Other Patient Service Revenue | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Total Operating Revenue | 4,243,263 | 4,258,933 | 3,863,915 | 4,379,716 | 2,821,811 | 2,444,462 | 8,122,849 | 5,266,273 | 12,366,111 | 9,645,990 | 13,990,050 | 7,166,889 | ||||||
P3 Health Partners Inc. | As Previously Reported | Class A Preferred Units | ||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||
Preferred Return at 8% | 926,852 | 890,612 | 1,817,564 | |||||||||||||||
P3 Health Partners Inc. | As Previously Reported | Class A and Class D Units | ||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||
Preferred Return at 8% | 7,437,080 | 945,298 | ||||||||||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||
Class A and Class D Preferred Returns | 3,993,325 | |||||||||||||||||
P3 Health Partners Inc. | Network Adjustments | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Net Loss Attributable to Non-Controlling Interests | 2,801,965 | 1,959,421 | 3,282,292 | (875,560) | 2,774,562 | 1,550,953 | 5,241,713 | 4,325,515 | 8,043,678 | 3,449,955 | 4,307,071 | 7,907,592 | ||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (1,959,421) | (5,241,713) | (4,307,071) | (7,907,592) | ||||||||||||||
P3 Health Partners Inc. | Preferred Returns Adjustments | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Interest Expense, net | 2,036,476 | 3,993,325 | 7,437,080 | 945,297 | ||||||||||||||
Total Other Expenses | 2,036,476 | 3,993,325 | 7,437,080 | 945,297 | ||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | 2,036,476 | 3,993,325 | 7,437,080 | 945,297 | ||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||
Net Loss | 2,036,476 | 1,956,848 | 3,993,325 | 7,437,080 | 945,297 | |||||||||||||
Balance at the end | 7,895,167 | 6,743,106 | 5,633,581 | 3,558,027 | 2,539,562 | (1,527,340) | 4,567,346 | 6,743,106 | 2,539,562 | 7,895,167 | 3,558,027 | 4,567,346 | 515,068 | |||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||
Net Loss | 2,036,476 | 1,956,848 | 3,993,325 | 7,437,080 | 945,297 | |||||||||||||
Class A and Class D Preferred Returns | (1,956,848) | 1,859,271 | (3,993,325) | (3,718,542) | (6,107,441) | (5,577,812) | (7,437,080) | (945,297) | ||||||||||
P3 Health Partners Inc. | Preferred Returns Adjustments | Class A Preferred Units | ||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||
Preferred Return at 8% | (926,852) | (890,612) | (1,817,564) | |||||||||||||||
P3 Health Partners Inc. | Preferred Returns Adjustments | Class A and Class D Units | ||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||
Preferred Return at 8% | (7,437,080) | (945,298) | ||||||||||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||
Class A and Class D Preferred Returns | (3,993,325) | |||||||||||||||||
P3 Health Partners Inc. | Class A Units Adjustments. | ||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||
Balance at the end | (43,656,170) | (43,656,269) | (43,656,270) | (43,656,170) | (43,656,270) | |||||||||||||
P3 Health Partners Inc. | Revenue Adjustments | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Total Operating Revenue | (334,300) | (6,832,155) | (266,440) | (297,500) | (152,040) | (150,800) | (7,098,593) | (302,840) | (7,432,894) | (600,340) | 5,522,234 | (412,720) | ||||||
Medical Expenses | (334,300) | (299,200) | (266,440) | (297,500) | (152,040) | (150,800) | (565,640) | (302,840) | (899,940) | (600,340) | (1,010,720) | (412,720) | ||||||
Total Operating Expenses | (299,200) | (565,640) | (1,010,720) | (412,720) | ||||||||||||||
Operating Loss | (6,532,955) | (6,532,953) | (6,532,954) | 6,532,954 | ||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (6,532,955) | (6,532,953) | 6,532,954 | |||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||
Net Loss | (6,532,955) | (6,532,953) | 6,532,954 | |||||||||||||||
Balance at the end | 6,532,954 | 6,532,954 | 6,532,954 | |||||||||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||
Net Loss | (6,532,955) | (6,532,953) | 6,532,954 | |||||||||||||||
Health Plan Settlements Receivable/Premiums Receivable | 6,532,953 | (6,532,954) | ||||||||||||||||
P3 Health Partners Inc. | Revenue Adjustments | Capitated Revenue | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Total Operating Revenue | 796,003 | (5,598,799) | 1,263,725 | 721,351 | 472,742 | 436,017 | (4,335,073) | 908,759 | (3,539,071) | 1,630,111 | 9,188,336 | 604,764 | ||||||
P3 Health Partners Inc. | Revenue Adjustments | Other Patient Service Revenue | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Total Operating Revenue | (1,130,303) | (1,233,356) | (1,530,165) | (1,018,851) | (624,782) | (586,817) | (2,763,520) | (1,211,599) | (3,893,823) | (2,230,451) | (3,666,102) | (1,017,484) | ||||||
P3 Health Partners Inc. | As Restated | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Total Operating Revenue | 156,185,955 | 144,586,443 | 151,297,940 | 128,543,491 | 116,712,452 | 114,807,996 | 295,884,386 | 231,520,448 | 452,070,338 | 360,063,940 | 491,063,525 | 145,482,112 | ||||||
Medical Expenses | 161,328,123 | 150,380,517 | 146,624,505 | 126,718,476 | 105,625,933 | 115,313,522 | 297,005,022 | 220,939,455 | 458,333,145 | 347,657,932 | 484,502,423 | 141,029,737 | ||||||
Total Operating Expenses | 170,557,507 | 334,843,877 | 519,651,203 | 185,017,783 | ||||||||||||||
Operating Loss | (25,971,063) | (38,959,491) | (67,083,031) | (28,587,678) | ||||||||||||||
Interest Expense, net | (2,369,764) | (4,494,049) | (2,533,180) | (2,533,842) | ||||||||||||||
Total Other Expenses | (3,493,347) | (15,155,628) | (2,823,864) | (2,435,887) | ||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (29,464,410) | (54,115,119) | (31,411,542) | (41,971,558) | ||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||
Net Loss | (29,464,410) | (24,650,712) | (54,115,119) | (31,411,542) | (41,971,558) | |||||||||||||
Balance at the end | (215,007,850) | (183,308,519) | (154,407,902) | (124,209,092) | (110,289,874) | 105,341,038 | $ (130,217,705) | (183,308,519) | (110,289,874) | (215,007,850) | (124,209,092) | (130,217,705) | (99,073,637) | $ (55,684,119) | ||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||
Net Loss | (29,464,410) | (24,650,712) | (54,115,119) | (31,411,542) | (41,971,558) | |||||||||||||
Health Plan Settlements Receivable/Premiums Receivable | 1,212,092 | (27,507,240) | ||||||||||||||||
P3 Health Partners Inc. | As Restated | Capitated Revenue | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Total Operating Revenue | 153,072,995 | 141,560,866 | 148,964,190 | 125,182,626 | 114,515,423 | 112,950,351 | 290,525,057 | 227,465,774 | 443,598,050 | 352,648,401 | 480,739,577 | 139,332,707 | ||||||
P3 Health Partners Inc. | As Restated | Other Patient Service Revenue | ||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||
Total Operating Revenue | $ 3,112,960 | $ 3,025,577 | $ 2,333,750 | $ 3,360,865 | $ 2,197,029 | $ 1,857,645 | $ 5,359,329 | $ 4,054,674 | $ 8,472,288 | $ 7,415,539 | $ 10,323,948 | $ 6,149,405 |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Going Concern And Liquidity [Line Items] | ||||||||
Cash | $ 100,935 | $ 179,512 | ||||||
P3 Health Partners Inc. | ||||||||
Going Concern And Liquidity [Line Items] | ||||||||
LOSS BEFORE INCOME TAXES | $ (57,937,929) | $ (903,105,939) | $ (29,464,410) | $ (963,896,193) | $ (54,115,119) | (146,399,938) | (31,411,542) | $ (41,971,558) |
Cash | $ 140,477,586 | $ 63,145,379 | $ 16,322,893 | $ 63,145,379 | $ 16,322,893 | $ 5,300,842 | $ 36,261,104 | $ 32,592,496 |
Significant Accounting Polici_4
Significant Accounting Policies - Consolidation, Cash and Restricted Cash (Details) new | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 02, 2021 USD ($) | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||||||
Cash | $ 100,935 | $ 179,512 | ||||||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||||||||||
Unrestricted | 100,935 | 179,512 | ||||||||||
Total Cash Balances | $ 100,935 | $ 179,512 | ||||||||||
P3 Health Partners Inc. | ||||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||
Number of reportable segments | segment | 1 | 1 | ||||||||||
Amount insured by Federal Deposit Insurance Corporation | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | |||||||
Cash | 140,477,586 | 140,477,586 | 63,145,379 | $ 16,322,893 | 63,145,379 | $ 16,322,893 | $ 5,300,842 | 140,477,586 | $ 36,261,104 | $ 32,592,496 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||||||||||
Unrestricted | 140,477,586 | 140,477,586 | 63,145,379 | 16,322,893 | 63,145,379 | 16,322,893 | 5,300,842 | 140,477,586 | 36,261,104 | 32,592,496 | ||
Restricted | 356,286 | 356,286 | 753,920 | 223,872 | 753,920 | 223,872 | 54,095 | 356,286 | 3,641,843 | 312,352 | ||
Total Cash Balances | $ 140,833,872 | $ 140,833,872 | $ 63,899,299 | $ 16,546,765 | $ 63,899,299 | $ 16,546,765 | $ 5,354,937 | $ 140,833,872 | $ 39,902,947 | $ 32,904,848 | $ 1,428,504 |
Significant Accounting Polici_5
Significant Accounting Policies - Revenue Recognition (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Total Revenue by Year | $ 58,762,397 | $ 269,453,971 | $ 144,586,444 | $ 542,998,305 | $ 295,884,386 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 | ||
Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 58,762,397 | $ 269,453,971 | $ 144,586,444 | $ 542,998,305 | $ 295,884,386 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 | ||
Percentage of total revenue | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% | ||
Capitated Revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 57,224,539 | $ 267,102,466 | $ 141,560,867 | $ 536,787,281 | $ 290,525,057 | $ 567,735,297 | $ 480,739,577 | $ 139,332,707 | ||
Capitated Revenue | Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 57,224,539 | $ 267,102,466 | $ 141,560,867 | $ 536,787,281 | $ 290,525,057 | $ 567,735,297 | $ 480,739,577 | $ 139,332,707 | ||
Percentage of total revenue | 97% | 99.10% | 97.90% | 98.90% | 98.20% | 98% | 98% | 96% | ||
Clinical Fees & Insurance Revenue | Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 750,675 | $ 264,624 | $ 1,286,863 | $ 2,146,877 | $ 2,108,627 | $ 4,318,074 | $ 3,364,504 | $ 3,312,107 | ||
Percentage of total revenue | 2% | 0.10% | 0.90% | 0.40% | 0.70% | 1% | 1% | 2% | ||
Shared Risk Revenue | Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 180,558 | $ 55,154 | $ 202,011 | $ 55,154 | $ 202,011 | $ 601,509 | $ 1,111,466 | $ 932,301 | ||
Percentage of total revenue | 0% | 0% | 0.10% | 0% | 0.10% | 0% | 0% | 1% | ||
Care Coordination / Management Fees | Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 600,175 | $ 762,067 | $ 971,605 | $ 2,683,173 | $ 1,848,400 | $ 5,880,397 | $ 5,614,539 | $ 1,893,553 | ||
Percentage of total revenue | 1% | 0.30% | 0.70% | 0.50% | 0.60% | 1% | 1% | 1% | ||
Incentive Fees | Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 6,450 | $ 1,269,660 | $ 565,098 | $ 1,325,820 | $ 1,200,291 | $ 67,141 | $ 233,439 | $ 11,444 | ||
Percentage of total revenue | 0% | 0.50% | 0.40% | 0.20% | 0.40% | 0% | 0% | 0% | ||
Other Patient Service Revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 1,537,858 | $ 2,351,505 | $ 3,025,577 | $ 6,211,024 | $ 5,359,329 | $ 10,867,121 | $ 10,323,948 | $ 6,149,405 | ||
Other Patient Service Revenue | Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 1,537,858 | $ 2,351,505 | $ 3,025,577 | $ 6,211,024 | $ 5,359,329 | $ 10,867,121 | $ 10,323,948 | $ 6,149,405 | ||
Percentage of total revenue | 3% | 0.90% | 2.10% | 1.10% | 1.80% | 2% | 2% | 4% |
Significant Accounting Polici_6
Significant Accounting Policies - Concentration of revenue (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Total Revenue by Year | $ 58,762,397 | $ 269,453,971 | $ 144,586,444 | $ 542,998,305 | $ 295,884,386 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 | ||
Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 58,762,397 | $ 269,453,971 | $ 144,586,444 | $ 542,998,305 | $ 295,884,386 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 | ||
Percentage of total revenue | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% | ||
Health Plan A | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 11,664,112 | $ 48,047,307 | $ 39,119,191 | $ 93,285,372 | $ 77,813,676 | $ 139,289,079 | $ 147,906,495 | |||
Percentage of total revenue | 20% | 17.80% | 27.10% | 17.20% | 26.30% | 24% | 30% | |||
Health Plan B | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 12,757,714 | $ 45,818,789 | $ 33,449,667 | $ 93,838,172 | $ 67,034,039 | $ 126,460,232 | $ 112,384,330 | $ 13,557,771 | ||
Percentage of total revenue | 22% | 17% | 23.20% | 17.30% | 22.70% | 22% | 23% | 9% | ||
Health Plan C | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 6,156,558 | $ 54,392,897 | $ 18,412,847 | $ 109,714,073 | $ 37,693,084 | $ 71,061,602 | $ 66,237,074 | $ 27,788,287 | ||
Percentage of total revenue | 10% | 20.20% | 12.70% | 20.20% | 12.70% | 12% | 13% | 19% | ||
Health Plan D | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 10,337,160 | $ 36,013,196 | $ 27,231,621 | $ 72,876,157 | $ 54,925,880 | $ 114,496,751 | $ 62,683,829 | $ 6,106,544 | ||
Percentage of total revenue | 18% | 13.40% | 18.80% | 13.40% | 18.60% | 20% | 13% | 4% | ||
All Other | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 13,580,241 | $ 85,181,782 | $ 26,373,118 | $ 173,284,531 | $ 58,417,707 | $ 78,111,115 | $ 25,803,950 | $ 11,903,658 | ||
Percentage of total revenue | 23% | 31.60% | 18.20% | 31.90% | 19.70% | 13% | 5% | 9% |
Significant Accounting Polici_7
Significant Accounting Policies - Capitated Revenue (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 state plan | Dec. 31, 2021 plan state | Dec. 31, 2020 plan state | Dec. 31, 2019 plan state | |
Disaggregation of Revenue [Line Items] | ||||
Number of states | 4 | |||
P3 Health Partners Inc. | ||||
Disaggregation of Revenue [Line Items] | ||||
Term of contract | 1 month | |||
Number of health plans percentage of payment contracts entered | plan | 17 | 12 | 7 | |
Number of states | 4 | 4 | 2 | |
Term for reconciliation and distribution of the reserve following each year-end | 21 months | |||
P3 Health Partners Inc. | Capitated Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of health plans percentage of payment contracts entered | plan | 20 | 17 | ||
Number of states | 5 | 4 | ||
Practical expedient for not adjusting effects of a significant financing component | true | true | ||
Term for reconciliation and distribution of the reserve following end of each quarter | 120 days |
Significant Accounting Polici_8
Significant Accounting Policies - Health Plan Receivables (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Health Plan [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Health Plan Receivables, Net | $ 50,251,004 | $ 50,251,004 | $ 99,806,410 | $ 99,806,410 | $ 44,962,787 | |||||
Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 50,251,004 | 50,251,004 | 99,806,410 | 99,806,410 | 44,962,787 | |||||
Health Plan A | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 4,695,712 | 4,695,712 | 4,296,896 | 4,296,896 | 5,732,221 | |||||
Health Plan B | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 15,473,828 | 15,473,828 | 24,371,497 | 24,371,497 | 15,316,696 | |||||
Health Plan C | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 1,380,752 | 1,380,752 | 32,543,742 | 32,543,742 | 7,332,687 | |||||
Health Plan D | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 6,651,586 | 6,651,586 | 13,749,578 | 13,749,578 | 6,863,270 | |||||
Health Plan E | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 2,439,046 | 2,439,046 | 517,654 | 517,654 | 2,194,209 | |||||
Health Plan F | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 2,925,751 | 2,925,751 | 1,435,258 | 1,435,258 | 3,222,247 | |||||
Health Plan G | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 239,375 | 239,375 | 19,890 | 19,890 | 2,735,562 | |||||
Health Plan H | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 2,185,619 | 2,185,619 | 3,795,423 | 3,795,423 | 878,866 | |||||
Health Plan I | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 1,134,750 | 1,134,750 | 1,504,353 | 1,504,353 | 17,908 | |||||
Health Plan J | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 149,915 | 149,915 | 317,704 | 317,704 | 285,730 | |||||
Health Plan K | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 2,705,147 | 2,705,147 | 666,312 | 666,312 | 4,569 | |||||
Health Plan L | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 899,560 | 899,560 | 260,317 | 260,317 | $ 378,822 | |||||
Health Plan M | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 1,747,116 | 1,747,116 | 3,310,581 | 3,310,581 | ||||||
Health Plan N | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 974,092 | 974,092 | 1,596,377 | 1,596,377 | ||||||
Health Plan O | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 666,291 | 666,291 | 2,696,375 | 2,696,375 | ||||||
Health Plan P | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 106,162 | 106,162 | 415,688 | 415,688 | ||||||
Health Plan Q | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 61,990 | 61,990 | 351,090 | 351,090 | ||||||
Health Plan R | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 3,578,682 | 3,578,682 | 4,426,655 | 4,426,655 | ||||||
Health Plan S | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 600,639 | 600,639 | ||||||||
Health Plan T | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | 2,175,324 | 2,175,324 | 2,198,285 | 2,198,285 | ||||||
Health Plan U | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | $ 60,306 | $ 60,306 | 723,797 | 723,797 | ||||||
Health Plan W | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables, Net | $ 8,299 | $ 8,299 |
Significant Accounting Polici_9
Significant Accounting Policies - Health Plan Settlement Payables (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Health Plan [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Health Plans Settlements Payable | $ 22,548,694 | $ 22,548,694 | $ 18,022,395 | $ 18,022,395 | $ 13,742,775 | |||||
Health Plan A | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | 109,085 | 109,085 | ||||||||
Health Plan B | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | 11,700,274 | 11,700,274 | 11,700,274 | 11,700,274 | ||||||
Health Plan D | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | 3,882,250 | 3,882,250 | 4,680,185 | |||||||
Health Plan F | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | 6,085,425 | 6,085,425 | 5,144,469 | 5,144,469 | 6,125,681 | |||||
Health Plan G | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | 776,164 | 776,164 | 885,194 | 885,194 | $ 1,008,495 | |||||
Health Plan I | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | (215,626) | (215,626) | (147,868) | (147,868) | ||||||
Health Plan O | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | (39,151) | (39,151) | 16,552 | 16,552 | ||||||
Health Plan U | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | 226,209 | 226,209 | 226,209 | 226,209 | ||||||
Health Plan V | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | $ 133,149 | $ 133,149 | $ 88,480 | $ 88,480 |
Significant Accounting Polic_10
Significant Accounting Policies - Clinical Fees and Insurance Revenue (Details) - P3 Health Partners Inc. - item | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Number of Revenue, Practical Expedients, Elected | 2 | 2 |
Clinical Fees & Insurance Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Practical expedients, not adjust the transaction price for any financing components | true | true |
Practical expedients, expensed all incremental customer contract acquisition costs as incurred | true | true |
Significant Accounting Polic_11
Significant Accounting Policies - Shared Risk Revenue (Details) - P3 Health Partners Inc. - Shared Risk Revenue | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 agreement | Dec. 31, 2021 item | |
Disaggregation of Revenue [Line Items] | ||
Percentage of shared risk savings received | 30% | 30% |
Number of separate arrangements | 4 | 4 |
Percentage of total cost savings to be received, if the sequential YoY PMPY aggregate change yields a reduction | 30% | 30% |
Significant Accounting Polic_12
Significant Accounting Policies - Goodwill (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
P3 Health Partners Inc. | ||||||||
Goodwill [Line Items] | ||||||||
Impairment charges | $ 0 | $ 851,455,754 | $ 0 | $ 851,455,754 | $ 0 | $ 0 | $ 0 | $ 0 |
Business Combinations - Foresig
Business Combinations - Foresight (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 03, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Jan. 01, 2021 | Jan. 01, 2020 | |
Business Acquisition [Line Items] | ||||||||
Cash Consideration | $ 47,879,102 | $ 82,000 | $ 4,989,000 | $ 130,000 | ||||
Useful life of intangible assets (in years) | 10 years | 9 years 4 months 24 days | ||||||
P3 LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Income tax benefit paid, percentage | 85% | |||||||
Equity | $ 80,300,733 | |||||||
Fair Value of Noncontrolling Interest | 1,807,427,576 | |||||||
Stock Compensation Pre-combination Services | 26,313,476 | |||||||
Cash Consideration | 18,405,083 | |||||||
Payment of P3 Transaction Costs | 19,151,752 | $ 39,400,000 | $ 39,400,000 | |||||
Total Purchase Consideration | $ 1,951,598,620 | |||||||
Useful life of intangible assets (in years) | 10 years |
Business Combinations - Other (
Business Combinations - Other (Details) - P3 Health Partners Inc. | 1 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 USD ($) item | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Dec. 02, 2021 USD ($) | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) | Dec. 27, 2021 | Dec. 03, 2021 USD ($) | Dec. 31, 2019 USD ($) | |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 1,309,750,216 | $ 1,309,750,216 | $ 3,805,628 | $ 1,309,750,216 | $ 871,128 | $ 458,294,462 | $ 1,278,452,778 | $ 741,128 | ||
Contingent Consideration | $ 3,486,593 | 3,486,593 | $ 3,486,593 | $ 3,674,192 | ||||||
Cash Consideration | 47,879,102 | $ 82,000 | 4,989,000 | $ 130,000 | ||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of other medical practice acquired | item | 2 | 2 | ||||||||
Consideration for acquisition of equity interests | $ 40,013,321 | |||||||||
Goodwill | 31,297,438 | 31,297,438 | $ 2,934,500 | $ 31,297,438 | ||||||
Contingent Consideration | 3,486,593 | $ 3,486,593 | 3,486,593 | |||||||
Cash Consideration | $ 15,677,205 | $ 15,677,205 | ||||||||
Medcore HP | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 100% | 100% | 100% | 100% | ||||||
Omni IPA Medical Group, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 100% | 100% | 100% | 100% | ||||||
Other medical practices purchased | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of other medical practice acquired | item | 3 | |||||||||
Consideration for acquisition of equity interests | $ 4,989,000 | |||||||||
Goodwill | $ 2,934,500 |
Business Combinations - Purchas
Business Combinations - Purchase Price Allocation (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 | Dec. 03, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |||
Assets Acquired: | |||||||||||||
Goodwill | $ 1,309,750,216 | $ 1,278,452,778 | $ 1,309,750,216 | $ 458,294,462 | $ 458,294,462 | $ 3,805,628 | $ 1,309,750,216 | $ 871,128 | $ 741,128 | ||||
Liabilities Assumed: | |||||||||||||
Useful life of intangible assets (in years) | 10 years | 9 years 4 months 24 days | |||||||||||
Customer Relationships | |||||||||||||
Liabilities Assumed: | |||||||||||||
Useful life of intangible assets (in years) | 9 years 10 months 24 days | ||||||||||||
Provider Network | |||||||||||||
Liabilities Assumed: | |||||||||||||
Useful life of intangible assets (in years) | 9 years 10 months 24 days | ||||||||||||
Trademarks | |||||||||||||
Liabilities Assumed: | |||||||||||||
Useful life of intangible assets (in years) | 9 years 10 months 24 days | ||||||||||||
P3 LLC | |||||||||||||
Assets Acquired: | |||||||||||||
Cash | $ 5,300,842 | ||||||||||||
Restricted Cash | 54,095 | ||||||||||||
Health Plan Settlement Receivables | 47,733,033 | ||||||||||||
Clinic Fees and Insurance Receivables, Net | 426,064 | ||||||||||||
Other Receivables | 1,880,939 | ||||||||||||
Prepaid Expenses and Other Current Assets | 938,413 | ||||||||||||
Property and Equipment, Net | 7,875,234 | ||||||||||||
Goodwill | 1,278,452,778 | ||||||||||||
Notes Receivable | 3,734,012 | ||||||||||||
Right of Use Assets | 6,870,279 | ||||||||||||
Total Assets Acquired | 2,188,665,689 | ||||||||||||
Liabilities Assumed: | |||||||||||||
Accounts Payable and Accrued Expenses | 25,819,091 | ||||||||||||
Accrued Payroll | 2,868,664 | ||||||||||||
Health Plans Settlements Payable | 25,007,542 | ||||||||||||
Claims Payable | 76,031,460 | ||||||||||||
Premium Deficiency Reserve | 11,559,067 | ||||||||||||
Accrued Interest | 9,268,846 | ||||||||||||
Current Portion of Long-Term Debt | 301,443 | ||||||||||||
Lease Liability | 6,210,956 | ||||||||||||
Long-Term Debt, Net of Current Portion | 80,000,000 | ||||||||||||
Total Liabilities Assumed | 237,067,069 | ||||||||||||
Net Assets Acquired | 1,951,598,620 | ||||||||||||
Goodwill expected to be deductible for tax purposes | $ 3,800,000 | ||||||||||||
Useful life of intangible assets (in years) | 10 years | ||||||||||||
P3 LLC | Customer Relationships | |||||||||||||
Assets Acquired: | |||||||||||||
Intangible Assets, Net: | $ 684,000,000 | ||||||||||||
P3 LLC | Provider Network | |||||||||||||
Assets Acquired: | |||||||||||||
Intangible Assets, Net: | 3,700,000 | ||||||||||||
P3 LLC | Trademarks | |||||||||||||
Assets Acquired: | |||||||||||||
Intangible Assets, Net: | $ 147,700,000 | ||||||||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | |||||||||||||
Assets Acquired: | |||||||||||||
Cash | 20,547,337 | 20,547,337 | 3,000 | $ 20,547,337 | |||||||||
Restricted Cash | 302,187 | 302,187 | 302,187 | ||||||||||
Health Plan Settlement Receivables | 5,754,006 | 5,754,006 | 5,754,006 | ||||||||||
Clinic Fees and Insurance Receivables, Net | 141,186 | 141,186 | 141,186 | ||||||||||
Other Receivables | 726,378 | 726,378 | 726,378 | ||||||||||
Prepaid Expenses and Other Current Assets | 1,189,575 | 1,189,575 | 1,189,575 | ||||||||||
Property and Equipment, Net | 113,436 | 113,436 | 5,896 | 113,436 | |||||||||
Goodwill | 31,297,438 | 31,297,438 | 2,934,500 | 31,297,438 | |||||||||
Total Assets Acquired | 67,471,814 | 67,471,814 | 4,989,000 | 67,471,814 | |||||||||
Liabilities Assumed: | |||||||||||||
Accounts Payable and Accrued Expenses | 150,196 | 150,196 | 150,196 | ||||||||||
Accrued Payroll | 277,074 | 277,074 | 277,074 | ||||||||||
Health Plans Settlements Payable | 133,149 | 133,149 | 133,149 | ||||||||||
Claims Payable | 26,898,074 | 26,898,074 | 26,898,074 | ||||||||||
Total Liabilities Assumed | 27,458,493 | 27,458,493 | 27,458,493 | ||||||||||
Net Assets Acquired | 40,013,321 | 40,013,321 | 4,989,000 | 40,013,321 | |||||||||
Goodwill expected to be deductible for tax purposes | 8,100,000 | 8,100,000 | 8,100,000 | $ 8,100,000 | |||||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | Customer Relationships | |||||||||||||
Assets Acquired: | |||||||||||||
Intangible Assets, Net: | $ 2,045,604 | ||||||||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | Payor Contracts | |||||||||||||
Assets Acquired: | |||||||||||||
Intangible Assets, Net: | 4,700,271 | 4,700,271 | 4,700,271 | ||||||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | Provider Network | |||||||||||||
Assets Acquired: | |||||||||||||
Intangible Assets, Net: | 1,100,000 | 1,100,000 | 1,100,000 | ||||||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | Trademarks | |||||||||||||
Assets Acquired: | |||||||||||||
Intangible Assets, Net: | 900,000 | 900,000 | 900,000 | ||||||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | Other | |||||||||||||
Assets Acquired: | |||||||||||||
Intangible Assets, Net: | $ 700,000 | $ 700,000 | $ 700,000 | ||||||||||
Other medical practices purchased | |||||||||||||
Assets Acquired: | |||||||||||||
Cash | $ 3,000 | $ 3,000 | |||||||||||
Property and Equipment, Net | 5,896 | 5,896 | |||||||||||
Goodwill | 2,934,500 | 2,934,500 | |||||||||||
Total Assets Acquired | 4,989,000 | 4,989,000 | |||||||||||
Liabilities Assumed: | |||||||||||||
Net Assets Acquired | 4,989,000 | 4,989,000 | |||||||||||
Other medical practices purchased | Customer Relationships | |||||||||||||
Assets Acquired: | |||||||||||||
Intangible Assets, Net: | $ 2,045,604 | $ 2,045,604 |
Business Combinations - Pro For
Business Combinations - Pro Forma Financial Information (Details) - P3 Health Partners Inc. - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jan. 01, 2021 | Jan. 01, 2020 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 03, 2021 | |
Business Acquisition [Line Items] | ||||||
Total Operating Revenue | $ 369,698,137 | $ 793,447,211 | $ 615,487,335 | |||
Net Loss | (173,796,294) | (259,282,984) | (198,926,617) | |||
Net Loss Attributable to Noncontrolling Interest | (143,555,739) | (214,167,745) | (164,313,386) | |||
Net Loss Attributable to Controlling Interest | $ (30,240,555) | $ (45,115,239) | $ (34,613,231) | |||
P3 Llc | ||||||
Business Acquisition [Line Items] | ||||||
Transaction Costs | $ 39,400,000 | $ 39,400,000 | $ 19,151,752 | |||
Amortization expense adjustment | $ 2,400,000 | $ 2,400,000 |
Fair Value Measurements and H_3
Fair Value Measurements and Hierarchy - Carrying Value of Financial Instruments (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Cash | $ 100,935 | $ 179,512 | ||||||||
P3 Health Partners Inc. | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Cash | $ 140,477,586 | $ 140,477,586 | $ 63,145,379 | $ 16,322,893 | $ 63,145,379 | $ 16,322,893 | $ 5,300,842 | $ 36,261,104 | $ 32,592,496 | |
Restricted Cash | 356,286 | 356,286 | 753,920 | $ 223,872 | 753,920 | $ 223,872 | $ 54,095 | 3,641,843 | $ 312,352 | |
Clinic Fees and Insurance Receivables, Net | 1,090,104 | 1,090,104 | 1,931,291 | 1,931,291 | 675,954 | |||||
Other Receivables | 726,903 | 726,903 | 261,935 | 261,935 | 146,117 | |||||
Accounts Payable and Accrued Expenses | 17,730,683 | 17,730,683 | 20,693,070 | 20,693,070 | 11,793,125 | |||||
Liability for warrants | $ 11,382,826 | $ 11,382,826 | $ 5,429,009 | $ 5,429,009 | $ 6,316,605 |
Fair Value Measurements and H_4
Fair Value Measurements and Hierarchy - Summary of Fair value Hierarchy for Financial Liabilities (Details) - P3 Health Partners Inc. - Recurring - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 5,429,009 | $ 11,382,826 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 5,270,834 | 10,880,550 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 158,175 | $ 502,276 |
Fair Value Measurements and H_5
Fair Value Measurements and Hierarchy - Option Pricing (Details) | Jun. 30, 2022 $ / shares Y | Dec. 31, 2021 Y $ / shares | Dec. 03, 2021 item $ / shares | Feb. 12, 2021 item $ / shares |
Volatility | Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, measurement input | item | 0.210 | 0.178 | ||
Risk-Free Interest rate | Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, measurement input | item | 0.0113 | 0.0056 | ||
Exercise Price | Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, measurement input | 11.50 | 11.50 | ||
P3 Health Partners Inc. | Volatility | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, measurement input | 60 | |||
P3 Health Partners Inc. | Volatility | Private Placement Warrants | Level 3 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, measurement input | 65 | 60 | ||
P3 Health Partners Inc. | Risk-Free Interest rate | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, measurement input | 1.26 | |||
P3 Health Partners Inc. | Risk-Free Interest rate | Private Placement Warrants | Level 3 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, measurement input | 3 | 1.26 | ||
P3 Health Partners Inc. | Exercise Price | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, measurement input | 11.50 | |||
P3 Health Partners Inc. | Exercise Price | Private Placement Warrants | Level 3 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, measurement input | 11.50 | 11.50 | ||
P3 Health Partners Inc. | Expected Term | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, measurement input | 4.9 | |||
P3 Health Partners Inc. | Expected Term | Private Placement Warrants | Level 3 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, measurement input | Y | 4.4 | 4.9 |
Fair Value Measurements and H_6
Fair Value Measurements and Hierarchy - Summary of Changes in Fair Value (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |||
Beginning balance | $ 6,316,605 | $ 502,276 | $ 6,316,605 | $ 6,316,605 | $ 6,316,605 | ||||||||
Mark-to-Market Adjustment for Stock Warrants | $ (344,101) | 10,661,579 | |||||||||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Mark-to-Market Adjustment of Stock Warrants | Mark-to-Market Adjustment of Stock Warrants | Mark-to-Market Adjustment of Stock Warrants | Mark To Market Adjustment Of Foresight Stock Warrants | Mark-to-Market Adjustment of Stock Warrants | Mark-to-Market Adjustment of Stock Warrants | |||||||
Ending balance | $ 502,276 | $ 502,276 | $ 158,175 | $ 16,978,184 | $ 158,175 | $ 16,978,184 | $ 6,316,605 |
Patient Fees Receivable (Detail
Patient Fees Receivable (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Total Receivables: Gross | $ 2,641,182 | $ 2,641,182 | $ 2,698,072 | $ 2,698,072 | $ 1,041,300 | |||||
Less: Contractual Allowances | (1,968,750) | (1,968,750) | (2,129,238) | (2,129,238) | (791,837) | |||||
Receivables Net of Contractual Allowances | $ 672,432 | $ 672,432 | $ 568,834 | $ 568,834 | $ 249,463 |
Property and Equipment (Details
Property and Equipment (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Property and Equipment, Gross | $ 8,230,250 | $ 8,230,250 | $ 9,630,761 | $ 9,630,761 | $ 7,743,414 | |||||
Less: Accumulated Depreciation | (182,321) | (182,321) | (1,337,796) | (1,337,796) | (1,592,827) | |||||
Property and Equipment, Net | 8,047,929 | 8,047,929 | 8,292,965 | 8,292,965 | 6,150,587 | |||||
Leasehold Improvements (Cycle: Lease Term) | ||||||||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Property and Equipment, Gross | 1,537,091 | 1,537,091 | 1,582,725 | 1,582,725 | 1,392,688 | |||||
Furniture & Fixtures | ||||||||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Property and Equipment, Gross | 1,108,184 | 1,108,184 | 1,360,095 | 1,360,095 | 1,150,789 | |||||
Computer Equipment & Software | ||||||||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Property and Equipment, Gross | 2,700,617 | 2,700,617 | 2,703,230 | 2,703,230 | 1,947,894 | |||||
Medical Equipment | ||||||||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Property and Equipment, Gross | 414,100 | 414,100 | 414,100 | 414,100 | 457,822 | |||||
Software (Development in Process) | ||||||||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Property and Equipment, Gross | 2,433,470 | 2,433,470 | 3,533,823 | 3,533,823 | $ 2,794,221 | |||||
Other | ||||||||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Property and Equipment, Gross | $ 36,788 | $ 36,788 | $ 36,788 | $ 36,788 |
Goodwill (Details)
Goodwill (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||
Balance at the beginning | $ 1,278,452,778 | $ 3,805,628 | $ 1,309,750,216 | $ 871,128 | $ 1,309,750,216 | $ 871,128 | $ 871,128 | $ 741,128 | ||||
Impairment charges | 0 | $ 851,455,754 | $ 0 | 851,455,754 | $ 0 | 0 | 0 | $ 0 | ||||
Balance at the end | $ 1,309,750,216 | 1,309,750,216 | $ 1,309,750,216 | $ 458,294,462 | 458,294,462 | 3,805,628 | 871,128 | $ 741,128 | ||||
Acquisitions | $ 31,297,438 | $ 0 | $ 2,934,500 | $ 130,000 | ||||||||
Term of steady decline in share price | 3 months | |||||||||||
Percentage of stock lower than opening price | 63% |
Intangible Assets - Changes (De
Intangible Assets - Changes (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 6 Months Ended | 11 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Dec. 02, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at the beginning | $ 835,400,000 | $ 2,011,208 | $ 835,838,605 | |
Amortization | (6,961,666) | (6,961,666) | (42,285,014) | $ (34,396) |
Balance at the end | 835,838,605 | 835,838,605 | 793,553,591 | 2,011,208 |
Customer Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at the beginning | 684,000,000 | 2,011,208 | 678,300,000 | |
Amortization | (5,700,000) | (34,200,000) | (34,396) | |
Balance at the end | 678,300,000 | 678,300,000 | 644,100,000 | $ 2,011,208 |
Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at the beginning | 147,700,000 | 147,369,167 | ||
Amortization | (1,230,833) | (7,610,000) | ||
Balance at the end | 147,369,167 | 147,369,167 | 139,759,167 | |
Provider Contracts | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at the beginning | 4,700,271 | |||
Amortization | (235,014) | |||
Balance at the end | 4,700,271 | 4,700,271 | 4,465,257 | |
Provider Network | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at the beginning | 3,700,000 | 4,769,167 | ||
Amortization | (30,833) | (240,000) | ||
Balance at the end | 4,769,167 | 4,769,167 | 4,529,167 | |
Other | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at the beginning | 700,000 | |||
Balance at the end | $ 700,000 | $ 700,000 | $ 700,000 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - P3 Health Partners Inc. - USD ($) $ in Millions | 6 Months Ended | ||
Dec. 03, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Anticipated amortization of intangible assets | |||
2022 | $ 84 | ||
2023 | 84 | $ 84.6 | |
2024 | 84 | 84.6 | |
2025 | 84 | 84.1 | |
2026 | $ 84 | $ 84.1 | |
Useful life of intangible assets (in years) | 10 years | 9 years 4 months 24 days |
Notes Receivable, Net (Details)
Notes Receivable, Net (Details) - P3 Health Partners Inc. | Jun. 30, 2022 USD ($) item | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Number of promissory notes entered | item | 5 | 5 | |
Number of family medical practices with whom promissory notes are entered | item | 3 | 3 | |
Separate provider agreements with each practice related to number of promissory notes entered | item | 4 | 4 | |
Notes receivable including accrued interest net of valuation allowances | $ 3,729,220 | $ 3,590,715 | |
Notes receivable current portion | 150,000 | ||
Notes receivable accrued interest | 1,006,898 | 885,243 | $ 572,382 |
Notes receivable valuation allowances | $ 659,958 | $ 526,808 | $ 195,967 |
Minimum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest rates | 5% | 5% | |
Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest rates | 10% | 10% |
Claims Payable - Additional Inf
Claims Payable - Additional Information (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
P3 Health Partners Inc. | |||||
Liability for Claims and Claims Adjustment Expense [Line Items] | |||||
IBNR | $ 139,322,367 | $ 101,958,324 | $ 76,031,460 | $ 56,934,400 | $ 19,859,348 |
Claims Payable (Details)
Claims Payable (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Claims Unpaid, Beginning of Period | $ 76,031,460 | $ 56,934,400 | $ 101,958,324 | $ 56,934,400 | $ 56,934,400 | $ 19,859,348 | ||||
Incurred, Related to: | ||||||||||
Current Period | 55,148,939 | 468,944,879 | 525,366,213 | 418,103,177 | ||||||
Prior Period (s) | 174,408 | 7,097,685 | 3,313,744 | |||||||
Total Incurred | 55,323,347 | 476,042,564 | 528,679,957 | 418,103,177 | ||||||
Paid, Related to: | ||||||||||
Current Period | 53,366,035 | 340,629,168 | 453,940,969 | 361,512,059 | ||||||
Prior Period (s) | 2,928,522 | 98,049,353 | 55,641,928 | 19,516,066 | ||||||
Total Paid | 56,294,557 | 438,678,521 | 509,582,897 | 381,028,125 | ||||||
Claims Unpaid, End of Period | $ 101,958,324 | $ 101,958,324 | $ 139,322,367 | $ 139,322,367 | $ 76,031,460 | $ 56,934,400 | $ 19,859,348 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - P3 Health Partners Inc. | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Nov. 19, 2020 USD ($) shareholder payment | Jun. 07, 2020 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) payment $ / shares shares | Dec. 02, 2021 USD ($) | Dec. 31, 2025 USD ($) | Dec. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 03, 2021 USD ($) | Dec. 31, 2019 USD ($) shareholder | |
Debt Instrument [Line Items] | ||||||||||||
Debt outstanding | $ 80,000,000 | $ 80,053,526 | $ 80,046,101 | $ 55,136,089 | $ 80,053,526 | $ 16,516,598 | ||||||
Net proceeds from debt | 25,000,000 | 40,180,000 | ||||||||||
Percentage of pledged stock, Its subsidiaries and bank accounts | 100% | |||||||||||
Class C Preferred Units | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of share-purchase agreement | shareholder | 1 | |||||||||||
Share price | $ / shares | $ 0.90 | |||||||||||
Shares repurchased | shares | 200,000 | |||||||||||
Members deficit decrease | $ 180,000 | |||||||||||
LTD-C | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt outstanding | $ 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | $ 15,000,000 | ||||||
Net proceeds from debt | $ 15,000,000 | |||||||||||
Interest rate | 11% | |||||||||||
Number of share-purchase agreement | shareholder | 1 | |||||||||||
Amount exit fee due at maturity | $ 600,000 | |||||||||||
Debt instrument accrued interest | 7,710,876 | 6,511,477 | ||||||||||
Notes payable related parties | 15,000,000 | |||||||||||
LTD-D | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 100,000,000 | |||||||||||
Debt outstanding | 65,000,000 | 65,000,000 | 65,000,000 | 40,000,000 | 65,000,000 | |||||||
Net proceeds from debt | 61,058,281 | 25,000,000 | 61,058,281 | 40,000,000 | ||||||||
Debt issuance cost | 3,941,719 | 3,941,719 | ||||||||||
Accrued interest | $ 3,619,054 | 2,259,588 | ||||||||||
Period when revenue should greater than or equal to $125.0 million | 3 months | |||||||||||
Minimum revenue | $ 125,000,000 | $ 650,000,000 | $ 585,000,000 | $ 525,000,000 | $ 460,000,000 | 395,000,000 | ||||||
Minimum liquidity | $ 5,000,000 | |||||||||||
Paid in cash interest, percentage | 12% | 12% | ||||||||||
Partially paid in kind interest, percentage | 8% | 8% | ||||||||||
Gross proceeds from debt | $ 65,000,000 | 65,000,000 | ||||||||||
Paid in kind interest, percentage | 4% | 4% | ||||||||||
Interest payment term | 3 years | 3 years | ||||||||||
Number of payments | payment | 12 | 12 | ||||||||||
Warrant term | 10 years | |||||||||||
Warrant issued for securities | shares | 858,351 | |||||||||||
Share price | $ / shares | $ 4.68 | |||||||||||
Percentage of pledged stock, Its subsidiaries and bank accounts | 100% | |||||||||||
LTD-E | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt outstanding | $ 53,526 | $ 46,101 | 136,089 | $ 53,526 | ||||||||
Net proceeds from debt | $ 180,000 | |||||||||||
Interest rate | 3.25% | |||||||||||
Monthly payment | $ 7,757 | |||||||||||
LTD-E | Class C Preferred Units | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Members deficit decrease | 180,000 | |||||||||||
Monthly payment | $ 7,757 |
Long-Term Debt - Rollforward (D
Long-Term Debt - Rollforward (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Nov. 19, 2020 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||
Beginning Balance | $ 80,053,526 | $ 55,136,089 | $ 80,046,101 | $ 55,136,089 | $ 55,136,089 | $ 55,136,089 | $ 16,516,598 | |||||
Issued | 25,000,000 | 40,180,000 | ||||||||||
Principal Payments | (7,425) | (46,101) | (82,563) | (1,560,509) | ||||||||
Ending Balance | $ 80,046,101 | 80,046,101 | $ 80,000,000 | 80,000,000 | 80,053,526 | 80,046,101 | 55,136,089 | $ 16,516,598 | ||||
LTD-C | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Beginning Balance | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | |||||
Issued | $ 15,000,000 | |||||||||||
Ending Balance | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | $ 15,000,000 | ||||
LTD-D | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Beginning Balance | 65,000,000 | 40,000,000 | 65,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | ||||||
Issued | 61,058,281 | 25,000,000 | 61,058,281 | 40,000,000 | ||||||||
Ending Balance | 65,000,000 | 65,000,000 | $ 65,000,000 | 65,000,000 | 65,000,000 | 65,000,000 | 40,000,000 | |||||
LTD-E | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Beginning Balance | 53,526 | $ 136,089 | 46,101 | $ 136,089 | 136,089 | 136,089 | ||||||
Issued | 180,000 | |||||||||||
Principal Payments | (7,425) | $ (46,101) | (82,563) | (43,911) | ||||||||
Ending Balance | $ 46,101 | $ 46,101 | $ 53,526 | $ 46,101 | $ 136,089 |
Long-Term Debt - Maturity (Deta
Long-Term Debt - Maturity (Details) - P3 Health Partners Inc. - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Principal | |||
Principal- 2025 | $ 65,000,000 | ||
Principal- 2026 | 15,000,000 | $ 65,000,000 | |
Principal- Total | 80,000,000 | 80,046,101 | $ 55,136,089 |
PIK | |||
PIK - July 1, 2022 to December 31, 2022 | 2,660,461 | ||
PIK- 2023 | 5,624,513 | 5,225,890 | |
PIK- 2024 | 6,061,814 | 5,624,513 | |
PIK- 2025 | 6,274,526 | 6,061,814 | |
PIK- 2026 | 1,851,284 | 6,274,526 | |
PIK- Total | 22,472,598 | 25,038,027 | |
Cash Interest | |||
Cash Interest - July 1, 2022 to December 31, 2022 | 2,788,374 | ||
Cash Interest - 2023 | 5,675,461 | 5,479,398 | |
Cash Interest - 2024 | 5,882,309 | 5,675,461 | |
Cash Interest - 2025 | 19,518,225 | 5,882,309 | |
Cash Interest - 2026 | 20,054,451 | 19,518,225 | |
Cash Interest | 53,918,820 | 56,609,844 | |
Total Payments | |||
Total Cash Payments - July 1, 2022 to December 31, 2022 | 2,788,374 | ||
Total Cash Payments - 2023 | 5,675,461 | 5,525,499 | |
Total Cash Payments - 2024 | 5,882,309 | 5,675,461 | |
Total Cash Payments - 2025 | 84,518,225 | 5,882,309 | |
Total Cash Payments - 2026 | 35,054,451 | 84,518,225 | |
Total Cash Payments - Total | $ 133,918,820 | $ 136,655,945 |
Long-Term Debt - Current and Lo
Long-Term Debt - Current and Long Term (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Total Principal | $ 80,046,101 | $ 80,046,101 | $ 80,000,000 | $ 80,000,000 | $ 55,136,089 | |||||
Less: Current Portion of Long-Term Debt | (46,101) | (46,101) | (89,988) | |||||||
Long Term Debt | $ 80,000,000 | $ 80,000,000 | $ 80,000,000 | $ 80,000,000 | $ 45,387,986 |
Long-Term Debt - Short-Term (De
Long-Term Debt - Short-Term (Details) - P3 Health Partners Inc. - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | |
Short-term Debt [Line Items] | ||
Third quarter 2022 | $ 1,164,262 | |
Total | 3,578,561 | $ 1,178,229 |
Short term financing agreements | ||
Short-term Debt [Line Items] | ||
Borrowing capacity | $ 3,683,100 | |
Weighted average interest rate | 2.60% | |
Third quarter 2022 | 1,178,229 | |
Total | $ 1,178,229 | |
Short term financing agreements | Maximum | ||
Short-term Debt [Line Items] | ||
Debt instrument term | 10 months | |
Short term financing agreements | Minimum | ||
Short-term Debt [Line Items] | ||
Debt instrument term | 9 months |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Dec. 03, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 31, 2020 | |
Income Tax [Line Items] | |||||||||||||||
Effective tax rate | 0% | 0% | |||||||||||||
Uncertain tax provision | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||
P3 Health Partners Inc. | |||||||||||||||
Income Tax [Line Items] | |||||||||||||||
Impairment charges | $ 0 | $ 851,455,754 | $ 0 | $ 851,455,754 | $ 0 | 0 | 0 | $ 0 | |||||||
Tax benefit | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Effective tax rate | 0% | 0% | |||||||||||||
Uncertain tax provision | 0 | 0 | $ 0 | $ 0 | |||||||||||
P3 Health Partners Inc. | Tax Receivable Agreement with Selling Equity Holders of P3 LLC | |||||||||||||||
Income Tax [Line Items] | |||||||||||||||
Percentage of payment of tax savings realized | 85% | 85% | |||||||||||||
Retained percentage of cash savings | 15% | 15% | |||||||||||||
P3 Health Partners Inc. | P3 Llc | |||||||||||||||
Income Tax [Line Items] | |||||||||||||||
Investment in P3 LLC | 600,000 | $ 600,000 | |||||||||||||
Tax benefit | $ 0 | ||||||||||||||
TRA liability | 0 | 0 | |||||||||||||
P3 Health Partners Inc. | P3 Llc | Tax Receivable Agreement with Selling Equity Holders of P3 LLC | |||||||||||||||
Income Tax [Line Items] | |||||||||||||||
Tax benefit | 0 | ||||||||||||||
Estimated potential future tax benefits | $ 5,400,000 | ||||||||||||||
TRA liability | $ 4,600,000 | $ 0 | $ 0 | $ 0 | $ 0 |
Capitalization and Management_2
Capitalization and Management Incentive Units (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 $ / shares shares | Dec. 03, 2021 shares | Oct. 04, 2021 | Dec. 31, 2021 $ / shares shares | Jun. 30, 2022 $ / shares shares | Jun. 30, 2021 shares | Mar. 31, 2021 | Jun. 30, 2022 Vote $ / shares shares | Jun. 30, 2021 shares | Dec. 02, 2021 $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2019 shares | |
Preferred Units [Line Items] | |||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Private Placement | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Shares issued (in shares) | 832,500 | ||||||||||||
Common Class A [Member] | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Common stock shares authorized | 200,000,000 | 200,000,000 | |||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock shares issued | 832,500 | 7,906,250 | |||||||||||
Common stock shares outstanding | 832,500 | 7,906,250 | |||||||||||
Exchange ratio | 0.01 | ||||||||||||
Common Class A [Member] | PIPE Investment | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Shares issued (in shares) | 20,370,307 | ||||||||||||
P3 Health Partners Inc. | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||
Common unit outstanding | 243,603,813 | 243,603,813 | 243,603,813 | 243,603,813 | 243,603,813 | ||||||||
P3 Health Partners Inc. | Redeemable Non-Controlling Interests | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Common unit outstanding | 202,024,923 | 202,024,923 | 202,024,923 | 202,024,923 | 202,024,923 | ||||||||
P3 Health Partners Inc. | Restricted Shares | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Common unit outstanding | 5,471,400 | 5,471,400 | 601,614 | 601,614 | 5,471,400 | ||||||||
Shares issued | 5,471,400 | ||||||||||||
P3 Health Partners Inc. | Common Class A [Member] | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Common stock shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | 800,000,000 | 800,000,000 | ||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock shares issued | 41,578,890 | 41,578,890 | 41,578,890 | 41,578,890 | 41,578,890 | ||||||||
Common stock shares outstanding | 41,578,890 | 3,737,316 | 41,578,890 | 41,578,890 | 41,578,890 | 41,578,890 | |||||||
Purchase consideration | 8,732,517 | 8,732,517 | |||||||||||
Units authorized | 43,000,000 | 43,000,000 | 43,000,000 | ||||||||||
Units outstanding | 43,000,000 | 43,000,000 | 43,000,000 | ||||||||||
Common unit outstanding | 41,578,890 | 41,578,890 | 41,578,890 | 41,578,890 | 41,578,890 | ||||||||
P3 Health Partners Inc. | Common Class A [Member] | PIPE Investment | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Shares issued (in shares) | 20,370,307 | 20,370,307 | |||||||||||
P3 Health Partners Inc. | Common Class V | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Common stock shares authorized | 205,000,000 | 205,000,000 | 205,000,000 | 205,000,000 | 205,000,000 | ||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock shares issued | 196,553,523 | 196,553,523 | 201,423,309 | 201,423,309 | 196,553,523 | ||||||||
Common stock shares outstanding | 196,553,523 | 196,553,523 | 201,423,309 | 201,423,309 | 196,553,523 | ||||||||
Number of voting rights per share | Vote | 1 | 1 | |||||||||||
Exchange ratio | 1 | 1 | |||||||||||
Lockup period | 180 days | ||||||||||||
P3 Health Partners Inc. | Common Class V | Restricted Shares | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Shares issued | 601,614 | 5,471,400 | |||||||||||
P3 Health Partners Inc. | Class A Foresight Founder Shares [Member] | Private Placement | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Shares issued (in shares) | 8,738,750 | ||||||||||||
P3 Health Partners Inc. | Class C Preferred Units | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Units authorized | 1,775,833 | 1,775,833 | 1,302,083 | ||||||||||
Units outstanding | 1,775,833 | 1,775,833 | 1,302,083 | ||||||||||
P3 Health Partners Inc. | Class D Preferred Units | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Units authorized | 16,130,034 | 16,130,034 | 16,130,034 | ||||||||||
Units outstanding | 16,130,034 | 16,130,034 | 16,130,034 | ||||||||||
P3 Health Partners Inc. | Class A Preferred Units | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Preferred return | 8% | 8% | 8% | 8% | |||||||||
Units authorized | 0 | 0 | 0 | 43,000,000 | 43,000,000 | ||||||||
Units outstanding | 0 | 0 | 0 | 43,000,000 | 43,000,000 | ||||||||
P3 Health Partners Inc. | Class B Preferred Units | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Units authorized | 8,000,000 | 8,000,000 | 6,000,000 | ||||||||||
Units outstanding | 0 | 0 | 8,000,000 | 8,000,000 | 0 | 6,000,000 |
Share-Based Compensation - Clas
Share-Based Compensation - Class V Activity (Details) - P3 Health Partners Inc. - $ / shares | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-Based Compensation | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Other disclosures | |||||||||||
Weighted-average remaining time to vest | 5 months 23 days | ||||||||||
Time-Based Unit | |||||||||||
Weighted Average Grant-Date Fair Value | |||||||||||
Beginning balance (in dollar per share) | $ 9.20 | ||||||||||
Vested (in dollar per share) | 9.20 | ||||||||||
Ending balance (in dollar per share) | $ 9.20 | $ 9.20 | $ 9.20 | $ 9.20 | $ 9.20 | ||||||
Units | |||||||||||
Beginning balance | 5,471,400 | ||||||||||
Vested | 4,869,786 | ||||||||||
Ending balance | 5,471,400 | 5,471,400 | 601,614 | 601,614 | 5,471,400 | ||||||
Other disclosures | |||||||||||
Weighted-average remaining time to vest | 1 month 28 days | ||||||||||
Time-Based Unit | Maximum | |||||||||||
Other disclosures | |||||||||||
Vesting period | 2 years | ||||||||||
Time-Based Unit | Minimum | |||||||||||
Other disclosures | |||||||||||
Vesting period | 1 month |
Share-Based Compensation - Expe
Share-Based Compensation - Expense (Details) - P3 Health Partners Inc. - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation | ||||
Unrecognized compensation expense | $ 9,037,319 | $ 9,037,319 | $ 19,364,188 | $ 1,198,550 |
Corporate, General and Administrative Expenses | ||||
Share-Based Compensation | ||||
Compensation expense | $ 3,715,553 | $ 15,426,980 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock options activities (Details) - P3 Health Partners Inc. | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Number of Options Outstanding | |
Granted (in shares) | shares | 2,034,279 |
Vested (in shares) | shares | 66,667 |
Outstanding and non-vested, end (in shares) | shares | 1,967,612 |
Weighted Average Exercise Price | |
Granted (in dollar per share) | $ / shares | $ 6.43 |
Vested (in dollar per share) | $ / shares | 5.02 |
Outstanding and non-vested, end (in dollar per share) | $ / shares | $ 6.48 |
Weighted Average Remaining Contractual Life (Years) | |
Granted | 3 years 1 month 6 days |
Outstanding and non-vested, end | 2 years 9 months 7 days |
Time-based options | Minimum | |
Other disclosures | |
Vesting period | 2 years |
Time-based options | Maximum | |
Other disclosures | |
Vesting period | 5 years |
Performance-based options | |
Number of Options Outstanding | |
Granted (in shares) | shares | 100,000 |
Weighted Average Exercise Price | |
Granted (in dollar per share) | $ / shares | $ 5.02 |
Other disclosures | |
Compensation expense | $ | $ 0 |
Earnings (Loss) per Share - Com
Earnings (Loss) per Share - Computation (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||
Numerator - Basic: | ||||||||||||
Net loss | $ (57,937,929) | $ (903,105,939) | $ (29,464,410) | $ (24,650,712) | $ (963,896,193) | $ (54,115,119) | $ (146,399,938) | $ (31,411,542) | $ (41,971,558) | |||
LESS NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (47,856,729) | (748,755,990) | (798,968,740) | |||||||||
Net loss attributable to Class A common stockholders - Basic | (10,081,200) | (154,349,949) | (164,927,453) | |||||||||
Numerator - Diluted: | ||||||||||||
Net loss attributable to Class A common stockholders - Basic | (10,081,200) | (154,349,949) | (164,927,453) | |||||||||
Add: Net loss and tax effect attributable to Non-controlling interest | (47,856,729) | (748,755,990) | (798,968,740) | |||||||||
Net loss attributable to Class A common stockholders - Diluted | $ (10,081,200) | $ (903,105,939) | $ (963,896,193) | |||||||||
Denominator - Basic: | ||||||||||||
Weighted average Class A common shares outstanding - Basic | 41,578,890 | 41,578,890 | 41,578,890 | |||||||||
Loss per share attributable to Class A common shareholders - Basic | $ (0.24) | $ (3.71) | [1] | $ (3.97) | [1] | |||||||
Denominator - Diluted: | ||||||||||||
Weighted average Class A common shares outstanding - Basic | 41,578,890 | 41,578,890 | 41,578,890 | |||||||||
Weighted average effect of dilutive Class V shares | 200,473,866 | 198,782,864 | ||||||||||
Weighted average Class A common shares outstanding - Diluted | 41,578,890 | 242,052,756 | 240,361,754 | |||||||||
Loss per share attributable to Class A common shareholders - Diluted | $ (0.24) | $ (3.73) | [1] | $ (4.01) | [1] | |||||||
[1] ) |
Earnings (Loss) per Share - Ant
Earnings (Loss) per Share - Anti-dilutive securities (Details) - P3 Health Partners Inc. - shares | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Potentially dilutive securities excluded from the computation of diluted net loss per share | 16,290,567 | 13,554,998 | ||||||||
Public Warrants | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||
Potentially dilutive securities excluded from the computation of diluted net loss per share | 10,541,667 | 10,591,605 | ||||||||
Private Warrants | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||
Potentially dilutive securities excluded from the computation of diluted net loss per share | 277,500 | 227,500 | ||||||||
Restricted Shares | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||
Potentially dilutive securities excluded from the computation of diluted net loss per share | 5,471,400 | 601,614 | ||||||||
Time-based options | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||
Potentially dilutive securities excluded from the computation of diluted net loss per share | 2,134,279 |
Premium Deficiency Reserve (Det
Premium Deficiency Reserve (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
P3 Health Partners Inc. | |||
Premium Deficiency Reserve [Line Items] | |||
Premium Deficiency Reserve | $ 35,021,557 | $ 37,835,642 | $ 0 |
Leases (Details)
Leases (Details) - P3 Health Partners Inc. $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 USD ($) Option agreement | Dec. 31, 2021 Option | Jun. 09, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Number Of Operating Lease | agreement | 1 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 10 years | ||
Real estate on lease | NEVADA | |||
Lessee, Lease, Description [Line Items] | |||
Extension term of lease | 94 months | ||
Increase in ROU Asset | $ | $ 3.1 | ||
Increase in lease liabilities | $ | $ 3.1 | ||
Real estate on lease | Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 1 year | 1 year | |
Number of options to renew | Option | 1 | 1 | |
Extension term of lease | 5 years | 5 years | |
Real estate on lease | Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 8 years | 8 years | |
Number of options to renew | Option | 2 | 2 | |
Extension term of lease | 10 years | 10 years | |
Equipment on lease | Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 1 year | 1 year | |
Equipment on lease | Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 3 years | 3 years |
Leases - Operating Lease Costs
Leases - Operating Lease Costs (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Lease costs | $ 262,395 | $ 735,039 | $ 563,651 | $ 1,473,710 | $ 1,051,963 | $ 2,294,555 | $ 2,018,210 | $ 1,592,665 |
Leases - Lease Terms And Discou
Leases - Lease Terms And Discount Rates (Details) - P3 Health Partners Inc. | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Weighted average remaining lease term (years) | 5 years 3 days | 5 years 3 days | 4 years 10 months 28 days | 3 years 3 months 21 days | 4 years 10 months 28 days | 3 years 3 months 21 days | 3 years 8 months 26 days | |||
Weighted average discount rate | 11.10% | 11.10% | 11.20% | 10.40% | 11.20% | 10.40% | 10.30% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - P3 Health Partners Inc. - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
July 1, 2022 to December 31, 2022 | $ 419,351 | |
2023 | 2,117,494 | $ 2,882,304 |
2024 | 2,716,584 | 2,017,479 |
2025 | 2,366,864 | 1,804,823 |
2026 | 1,762,184 | 1,521,074 |
Thereafter | 3,973,507 | |
Total Payments | 13,355,984 | 11,128,948 |
Less: Interest | (2,447,475) | (2,744,830) |
Present Value of Lease Liabilities | $ 10,908,509 | $ 8,384,118 |
Leases - Current Portions Of RO
Leases - Current Portions Of ROU Liabilities (Details) - P3 Health Partners Inc. - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | |||
ROU liabilities, current | $ 332,756 | $ 2,087,235 | $ 2,174,095 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts Payable and Accrued Liabilities, Current | Accounts Payable and Accrued Liabilities, Current | Accounts Payable and Accrued Liabilities, Current |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interests (Details) - P3 Health Partners Inc. - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 03, 2021 | |
Noncontrolling Interest [Line Items] | |||
Re-measurement adjustment recorded against fair value of redeemable noncontrolling interest | $ 0 | $ 0 | |
P3 Health Group, LLC | |||
Noncontrolling Interest [Line Items] | |||
Non-controlling interests, ownership percentage by noncontrolling owners | 83% | 83% | 83% |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - P3 Health Partners Inc. | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | 22 Months Ended | 28 Months Ended | |||||||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) plan | Jun. 30, 2021 USD ($) | Mar. 31, 2021 | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 02, 2021 USD ($) | Dec. 31, 2021 USD ($) plan | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | |
Loss Contingencies [Line Items] | ||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||||
Number of health plans results in renegotiation | plan | 1 | 1 | ||||||||||||
Additional payment to health plan | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | ||||||
Operating Expenses. | 117,650,063 | $ 1,181,641,128 | $ 170,557,507 | $ 1,507,353,190 | $ 334,843,877 | $ 707,660,010 | $ 519,651,203 | $ 185,017,783 | ||||||
Agreed claim settlement amount | $ 67,400,000 | $ 84,000,000 | ||||||||||||
Percentage of total revenues recurring | 97% | 97% | ||||||||||||
Renegotiation of Health Plan Agreement Due to Discrepancy [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Reduction in operating revenue | 3,600,000 | 3,600,000 | ||||||||||||
Operating Expenses. | $ 7,000,000 | $ 7,000,000 |
Related Parties (Details)
Related Parties (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Balance at Beginning of Year | $ 23,639,987 | $ 19,354,258 | $ 25,882,296 | $ 19,354,258 | $ 19,354,258 | $ 19,354,258 | $ 14,400,045 | ||||
Advanced During Period | 470,165 | 2,223,912 | 2,862,350 | 3,772,573 | |||||||
Interest Accrued During period | 679 | 437,236 | 1,423,379 | 1,181,640 | |||||||
Balance at End of Year | $ 25,882,296 | 25,882,296 | $ 28,543,444 | 28,543,444 | 23,639,987 | 25,882,296 | 19,354,258 | $ 14,400,045 | |||
Atrio | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue Earned from Capitation | 11,483,345 | 42,935,126 | 87,599,807 | 142,904,723 | 146,469,571 | ||||||
Management Fees | 180,768 | 572,250 | 1,145,634 | 2,022,076 | 2,230,984 | ||||||
Claims Paid | $ 14,684,345 | $ 50,247,316 | 97,505,664 | $ 146,216,160 | $ 148,905,784 | ||||||
KWA | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Advanced During Period | $ 0 | $ 0 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
ASSETS | ||||||||||||||||
Cash | $ 100,935 | $ 179,512 | ||||||||||||||
TOTAL ASSETS | 316,723,259 | 394,960 | ||||||||||||||
LIABILITIES AND MEMBERS' DEFICIT | ||||||||||||||||
TOTAL LIABILITIES | 34,663,009 | 372,246 | ||||||||||||||
TOTAL LIABILITIES AND MEMBERS' DEFICIT | $ 316,723,259 | $ 394,960 | ||||||||||||||
P3 Health Partners Inc. | ||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||||||
ASSETS | ||||||||||||||||
Cash | $ 140,477,586 | $ 140,477,586 | $ 63,145,379 | $ 16,322,893 | $ 63,145,379 | $ 16,322,893 | $ 5,300,842 | $ 36,261,104 | $ 32,592,496 | |||||||
Client Fees and Insurance Receivable, net | 1,090,104 | 1,090,104 | 1,931,291 | 1,931,291 | 675,954 | |||||||||||
Prepaid Expenses and Other Current Assets | 6,959,067 | 6,959,067 | 5,080,149 | 5,080,149 | 5,192,782 | |||||||||||
Property, Plant and Equipment, net | 8,047,929 | 8,047,929 | 8,292,965 | 8,292,965 | 6,150,587 | |||||||||||
TOTAL ASSETS | 2,364,108,460 | [1],[2] | 2,364,108,460 | [1],[2] | 1,444,209,840 | [1] | 1,444,209,840 | [1] | 106,435,206 | [2] | ||||||
LIABILITIES AND MEMBERS' DEFICIT | ||||||||||||||||
Accounts Payable and Accrued Expenses | 17,730,683 | 17,730,683 | 20,693,070 | 20,693,070 | 11,793,125 | |||||||||||
Accrued Payroll | 6,304,362 | 6,304,362 | 3,263,338 | 3,263,338 | 4,003,373 | |||||||||||
TOTAL LIABILITIES | 299,939,734 | [1],[2] | 299,939,734 | [1],[2] | 328,509,840 | [1] | 328,509,840 | [1] | 145,955,087 | [2] | ||||||
MEMBERS' DEFICIT | 273,551,441 | 273,551,441 | 108,624,475 | (183,308,520) | $ (154,407,902) | 108,624,475 | (183,308,520) | (272,916,391) | (130,217,705) | (99,073,637) | $ (55,684,119) | |||||
TOTAL LIABILITIES AND MEMBERS' DEFICIT | 2,364,108,460 | 2,364,108,460 | 1,444,209,840 | 1,444,209,840 | 106,435,206 | |||||||||||
Total Operating Revenue | 58,762,397 | 269,453,971 | 144,586,444 | 542,998,305 | 295,884,386 | 578,602,418 | 491,063,525 | 145,482,112 | ||||||||
Expenses | 117,650,063 | 1,181,641,128 | 170,557,507 | 1,507,353,190 | 334,843,877 | 707,660,010 | 519,651,203 | 185,017,783 | ||||||||
Net loss attributable to Class A common stockholders - Diluted | (57,937,929) | (903,105,939) | (29,464,410) | $ (24,650,712) | (963,896,193) | (54,115,119) | (146,399,938) | (31,411,542) | (41,971,558) | |||||||
P3 Health Partners Inc. | VIE | ||||||||||||||||
ASSETS | ||||||||||||||||
Cash | 7,570,247 | 7,570,247 | 8,589,392 | 8,589,392 | 183,836 | |||||||||||
Client Fees and Insurance Receivable, net | 60,815 | 60,815 | 22,025 | 22,025 | 335,358 | |||||||||||
Prepaid Expenses and Other Current Assets | 406,372 | 406,372 | 513,781 | 513,781 | 285,363 | |||||||||||
Property, Plant and Equipment, net | 36,416 | 36,416 | 45,134 | 45,134 | 22,309 | |||||||||||
Investment in Other P3 Entities | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | ||||||||||||
TOTAL ASSETS | 14,073,850 | 14,073,850 | 15,170,332 | 15,170,332 | 826,866 | |||||||||||
LIABILITIES AND MEMBERS' DEFICIT | ||||||||||||||||
Accounts Payable and Accrued Expenses | 4,804,704 | 4,804,704 | 6,677,891 | 6,677,891 | 686,680 | |||||||||||
Accrued Payroll | 1,303,615 | 1,303,615 | 1,143,976 | 1,143,976 | 1,019,940 | |||||||||||
Due to Consolidated Entities of P3 | 24,110,831 | 24,110,831 | 28,601,805 | 28,601,805 | 19,354,259 | |||||||||||
TOTAL LIABILITIES | 30,219,150 | 30,219,150 | 36,423,672 | 36,423,672 | 21,060,879 | |||||||||||
MEMBERS' DEFICIT | (16,145,300) | (16,145,300) | (21,253,340) | (21,253,340) | (20,234,013) | |||||||||||
TOTAL LIABILITIES AND MEMBERS' DEFICIT | $ 14,073,850 | 14,073,850 | 15,170,332 | 15,170,332 | 826,866 | |||||||||||
Total Operating Revenue | 843,747 | 12,955,029 | 2,081,167 | 25,868,574 | 4,119,517 | 7,580,124 | 7,611,427 | 4,389,688 | ||||||||
Expenses | 1,202,951 | 16,057,134 | 1,870,227 | 30,976,614 | 7,190,869 | 12,293,365 | 13,100,138 | 13,035,788 | ||||||||
Net loss attributable to Class A common stockholders - Diluted | $ (359,204) | $ (3,102,105) | $ 210,940 | $ (5,108,040) | $ (3,071,352) | $ (4,713,241) | $ (5,488,711) | $ (8,646,100) | ||||||||
[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 numbers 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 $9.2 million and $8.1 million as of June 30, 2022 and December 31, 2021, respectively, and total liabilities of the P# LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $7.8 million and $6.1 million as of June 30, 2022 and December 31, 2021, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates as of June 30, 2022 and December 31, 2021, and $28.6 million and $24.1 million of amounts due to affiliates as of June 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.” The Company’s consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 28: 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 numbers below refer only to VIEs held at the P3 LLC level. The consolidated balance sheets include total assets that can be used only to settle obligations of P3 LLC’s consolidated VIEs totaling $8.1 million and $0.8 million as of December 31, 2021 and December 31, 2020, respectively, and total liabilities of P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $6.1 million and $1.7 million as of December 31, 2021 and December 31, 2020, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates and $24.1 million of amounts due to affiliates as of December 31, 2021 and $19.4 million of amounts due to affiliates as of December 31, 2020 as these are eliminated in consolidation and not presented within the consolidated balance sheets. See Note 28 “Variable Interest Entities.” |
Warrants (Details)
Warrants (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 USD ($) D $ / shares shares | Nov. 19, 2020 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Mar. 31, 2021 | Jun. 30, 2022 USD ($) D $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 02, 2021 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 | |
Warrants | ||||||||||||
Gain (loss) from change in fair value of warrant liability | $ | $ 2,074,467 | |||||||||||
Common Class A [Member] | ||||||||||||
Warrants | ||||||||||||
Warrant issued for securities | 10,819,167 | |||||||||||
P3 Health Partners Inc. | ||||||||||||
Warrants | ||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||
P3 Health Partners Inc. | Common Class A [Member] | ||||||||||||
Warrants | ||||||||||||
Warrants outstanding (shares) | 10,819,167 | 10,819,167 | 10,819,167 | 10,819,167 | 10,819,167 | |||||||
Warrant issued for securities | 0 | 0 | 0 | |||||||||
Expected term of warrants | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||
Exercise price | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
Warrants outstanding | $ | $ 11,382,826 | $ 11,382,826 | $ 5,429,009 | $ 5,429,009 | $ 11,382,826 | |||||||
Gain (loss) from change in fair value of warrant liability | $ | $ 2,271,659 | $ 11,815,093 | $ 1,123,583 | $ 5,953,817 | $ 10,661,579 | $ 7,664,869 | ||||||
Warrants exercised (in shares) | 0 | 0 | ||||||||||
Period after completion of business combination warrants become exercisable | 30 days | 30 days | ||||||||||
Threshold share price | $ / shares | $ 18 | $ 18 | ||||||||||
Threshold trading days | D | 20 | 20 | ||||||||||
Trading period | 30 days | |||||||||||
Warrant to purchase | 1 | 1 | 1 | 1 | 1 | |||||||
P3 Health Partners Inc. | Class D Warrants | ||||||||||||
Warrants | ||||||||||||
Warrants outstanding (shares) | 0 | 0 | 0 | 0 | 0 | 858,351 | ||||||
Warrants issued | 858,351 | |||||||||||
Warrant issued for securities | 858,351 | 858,351 | 858,351 | |||||||||
Expected term of warrants | 10 years | |||||||||||
Exercise price | $ / shares | $ 4.68 | $ 4.68 | $ 4.68 | $ 4.68 | ||||||||
Warrants outstanding | $ | $ 6,316,605 | |||||||||||
Gain (loss) from change in fair value of warrant liability | $ | $ 0 | |||||||||||
Warrants exercised (in shares) | 858,351 |
CONSOLIDATED BALANCE SHEETS_2
CONSOLIDATED BALANCE SHEETS - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 03, 2021 | Dec. 31, 2018 | ||||||
CURRENT ASSETS: | |||||||||||||||||
Cash | $ 100,935 | $ 179,512 | |||||||||||||||
TOTAL CURRENT ASSETS | 456,123 | 179,512 | |||||||||||||||
LONG-TERM ASSETS: | |||||||||||||||||
TOTAL ASSETS (1) | 316,723,259 | 394,960 | |||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
TOTAL CURRENT LIABILITIES | 21,449,750 | 372,246 | |||||||||||||||
LONG-TERM LIABILITIES: | |||||||||||||||||
TOTAL LIABILITIES (1) | 34,663,009 | 372,246 | |||||||||||||||
COMMITMENTS AND CONTINGENCIES (NOTE 26) | |||||||||||||||||
STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT): | |||||||||||||||||
Additional Paid in Capital | 24,209 | ||||||||||||||||
Accumulated Deficit | (34,190,624) | (2,286) | |||||||||||||||
TOTAL LIABILITIES, MEZZANINE EQUITY & STOCKHOLDERS' EQUITY | $ 316,723,259 | $ 394,960 | |||||||||||||||
P3 Health Partners Inc. | |||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |||||||
CURRENT ASSETS: | |||||||||||||||||
Cash | $ 140,477,586 | $ 140,477,586 | $ 63,145,379 | $ 16,322,893 | $ 63,145,379 | $ 16,322,893 | $ 5,300,842 | $ 36,261,104 | $ 32,592,496 | ||||||||
Restricted Cash | 356,286 | 356,286 | 753,920 | 223,872 | 753,920 | 223,872 | 54,095 | 3,641,843 | 312,352 | ||||||||
Health Plan Receivables | 50,251,004 | 50,251,004 | 99,806,410 | 99,806,410 | 44,962,787 | ||||||||||||
Clinic Fees and Insurance Receivables, Net | 1,090,104 | 1,090,104 | 1,931,291 | 1,931,291 | 675,954 | ||||||||||||
Other Receivables | 726,903 | 726,903 | 261,935 | 261,935 | 146,117 | ||||||||||||
Prepaid Expenses and Other Current Assets | 6,959,067 | 6,959,067 | 5,080,149 | 5,080,149 | 5,192,782 | ||||||||||||
TOTAL CURRENT ASSETS | 199,860,950 | 199,860,950 | 170,979,084 | 170,979,084 | 90,880,587 | ||||||||||||
LONG-TERM ASSETS: | |||||||||||||||||
Property and Equipment, Net | 8,230,250 | 8,230,250 | 9,630,761 | 9,630,761 | 7,743,414 | ||||||||||||
Less: Accumulated Depreciation | (182,321) | (182,321) | (1,337,796) | (1,337,796) | (1,592,827) | ||||||||||||
Property and Equipment, Net | 8,047,929 | 8,047,929 | 8,292,965 | 8,292,965 | 6,150,587 | ||||||||||||
Goodwill | 1,309,750,216 | 1,309,750,216 | 458,294,462 | 458,294,462 | 3,805,628 | 871,128 | 741,128 | $ 1,278,452,778 | |||||||||
Intangible Assets, Net | 835,838,605 | 835,838,605 | 793,553,591 | 793,553,591 | 2,011,208 | $ 835,400,000 | |||||||||||
Notes Receivable, Net | 3,590,715 | 3,590,715 | 3,579,220 | 3,579,220 | 3,804,662 | ||||||||||||
Right of Use Asset | 7,020,045 | 7,020,045 | 9,510,518 | 9,510,518 | 4,728,242 | ||||||||||||
TOTAL LONG-TERM ASSETS | 2,164,247,510 | 2,164,247,510 | 1,273,230,756 | 1,273,230,756 | 15,554,619 | ||||||||||||
TOTAL ASSETS (1) | 2,364,108,460 | [1],[2] | 2,364,108,460 | [1],[2] | 1,444,209,840 | [1] | 1,444,209,840 | [1] | 106,435,206 | [2] | |||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts Payable and Accrued Expenses | 17,730,683 | 17,730,683 | 20,693,070 | 20,693,070 | 11,793,125 | ||||||||||||
Accrued Payroll | 6,304,362 | 6,304,362 | 3,263,338 | 3,263,338 | 4,003,373 | ||||||||||||
Health Plans Settlements Payable | 22,548,694 | 22,548,694 | 18,022,395 | 18,022,395 | 13,742,775 | ||||||||||||
Claims Payable | 101,958,324 | 101,958,324 | 139,322,367 | 139,322,367 | 56,934,400 | ||||||||||||
Premium Deficiency Reserve | 37,835,642 | 37,835,642 | 35,021,557 | 35,021,557 | 0 | ||||||||||||
Accrued Interest | 8,771,065 | 8,771,065 | 11,329,930 | 11,329,930 | 4,052,406 | ||||||||||||
Current Portion of Long-Term Debt | 46,101 | 46,101 | 89,988 | ||||||||||||||
Short-Term Debt | 3,578,561 | 3,578,561 | 1,178,229 | 1,178,229 | |||||||||||||
TOTAL CURRENT LIABILITIES | 198,773,432 | 198,773,432 | 228,830,886 | 228,830,886 | 90,616,067 | ||||||||||||
LONG-TERM LIABILITIES: | |||||||||||||||||
Right of Use Liability | 6,296,883 | 6,296,883 | 10,575,753 | 10,575,753 | 3,634,429 | ||||||||||||
Warrant Liabilities | 11,382,826 | 11,382,826 | 5,429,009 | 5,429,009 | 6,316,605 | ||||||||||||
Contingent Consideration | 3,486,593 | 3,486,593 | 3,674,192 | 3,674,192 | |||||||||||||
Long-Term Debt | 80,000,000 | 80,000,000 | 80,000,000 | 80,000,000 | 45,387,986 | ||||||||||||
TOTAL LONG-TERM LIABILITIES | 101,166,302 | 101,166,302 | 99,678,954 | 99,678,954 | 55,339,020 | ||||||||||||
TOTAL LIABILITIES (1) | 299,939,734 | [1],[2] | 299,939,734 | [1],[2] | 328,509,840 | [1] | 328,509,840 | [1] | 145,955,087 | [2] | |||||||
COMMITMENTS AND CONTINGENCIES (NOTE 26) | |||||||||||||||||
Redeemable Non-Controlling Interest | 1,790,617,285 | 1,790,617,285 | 1,007,075,525 | 1,007,075,525 | |||||||||||||
STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT): | |||||||||||||||||
Accumulated Equity-Based Compensation (Predecessor) | 447,474 | ||||||||||||||||
Redemption of Profits Interests (Predecessor) | (180,000) | ||||||||||||||||
Additional Paid in Capital | 312,945,752 | 312,945,752 | 312,945,752 | 312,945,752 | |||||||||||||
Accumulated Deficit | (39,418,124) | (39,418,124) | (204,345,577) | (204,345,577) | (130,485,179) | ||||||||||||
TOTAL STOCKHOLDERS' EQUITY | 273,551,441 | 273,551,441 | 108,624,475 | $ (183,308,520) | $ (154,407,902) | 108,624,475 | $ (183,308,520) | (272,916,391) | (130,217,705) | $ (99,073,637) | $ (55,684,119) | ||||||
TOTAL LIABILITIES, MEZZANINE EQUITY & STOCKHOLDERS' EQUITY | 2,364,108,460 | 2,364,108,460 | 1,444,209,840 | 1,444,209,840 | 106,435,206 | ||||||||||||
Class D Units Subject To Possible Redemption | P3 Health Partners Inc. | |||||||||||||||||
LONG-TERM LIABILITIES: | |||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | 47,041,554 | ||||||||||||||||
Class A Units Subject to Possible Redemption | P3 Health Partners Inc. | |||||||||||||||||
LONG-TERM LIABILITIES: | |||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | $ 43,656,270 | ||||||||||||||||
Common Class A | |||||||||||||||||
STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT): | |||||||||||||||||
Common stock | $ 874 | ||||||||||||||||
Common Class A | P3 Health Partners Inc. | |||||||||||||||||
STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT): | |||||||||||||||||
Common stock | 4,158 | 4,158 | 4,158 | 4,158 | |||||||||||||
Common Class V | P3 Health Partners Inc. | |||||||||||||||||
STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT): | |||||||||||||||||
Common stock | $ 19,655 | $ 19,655 | $ 20,142 | $ 20,142 | |||||||||||||
[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 numbers 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 $9.2 million and $8.1 million as of June 30, 2022 and December 31, 2021, respectively, and total liabilities of the P# LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $7.8 million and $6.1 million as of June 30, 2022 and December 31, 2021, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates as of June 30, 2022 and December 31, 2021, and $28.6 million and $24.1 million of amounts due to affiliates as of June 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.” The Company’s consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 28: 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 numbers below refer only to VIEs held at the P3 LLC level. The consolidated balance sheets include total assets that can be used only to settle obligations of P3 LLC’s consolidated VIEs totaling $8.1 million and $0.8 million as of December 31, 2021 and December 31, 2020, respectively, and total liabilities of P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $6.1 million and $1.7 million as of December 31, 2021 and December 31, 2020, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates and $24.1 million of amounts due to affiliates as of December 31, 2021 and $19.4 million of amounts due to affiliates as of December 31, 2020 as these are eliminated in consolidation and not presented within the consolidated balance sheets. See Note 28 “Variable Interest Entities.” |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2020 USD ($) $ / shares shares |
Common Class A | |
CONSOLIDATED BALANCE SHEETS | |
Units Subject to Possible Redemption | 0 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 200,000,000 |
Common stock shares issued | 7,906,250 |
Common stock shares outstanding | 7,906,250 |
P3 Health Partners Inc. | |
CONSOLIDATED BALANCE SHEETS | |
Due to affiliates | $ | $ 19,400,000 |
P3 Health Partners Inc. | VIE | |
CONSOLIDATED BALANCE SHEETS | |
Assets to settle obligations | $ | 800,000 |
Liabilities without recourse to company assets | $ | $ 1,700,000 |
P3 Health Partners Inc. | Class D Preferred Units | |
CONSOLIDATED BALANCE SHEETS | |
Units Subject to Possible Redemption | 16,130,034 |
Units Subject to Possible Redemption, Issuance Costs | $ | $ 2,958,446 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
OPERATING EXPENSES: | ||||||||||
Corporate, General and Administrative Expenses | $ 22,747,817 | |||||||||
OPERATING LOSS | (22,747,817) | |||||||||
OTHER INCOME (EXPENSES): | ||||||||||
TOTAL OTHER INCOME (EXPENSE) | 2,057,307 | |||||||||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ (24,805,124) | |||||||||
P3 Health Partners Inc. | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||
OPERATING REVENUE: | ||||||||||
TOTAL OPERATING REVENUE | $ 58,762,397 | $ 269,453,971 | $ 144,586,444 | $ 542,998,305 | $ 295,884,386 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 | ||
OPERATING EXPENSES: | ||||||||||
Medical Expenses | 66,877,005 | 267,448,368 | 150,380,517 | 533,269,170 | 297,005,022 | 592,465,049 | 484,502,423 | 141,029,737 | ||
Premium Deficiency Reserve | 26,276,575 | (1,489,571) | 1,000,000 | (2,814,084) | 3,000,000 | 11,559,067 | (20,539,364) | 6,363,652 | ||
Corporate, General and Administrative Expenses | 16,983,132 | 41,098,400 | 18,390,659 | 79,697,812 | 33,449,735 | 100,243,148 | 53,390,338 | 36,423,532 | ||
Sales and Marketing Expenses | 364,127 | 1,408,096 | 356,501 | 2,272,626 | 626,742 | 1,818,015 | 1,502,634 | 801,685 | ||
Amortization of Intangible Assets | 6,961,666 | 42,285,014 | 34,396 | |||||||
Depreciation | 187,558 | 21,720,081 | 429,830 | 43,471,912 | 762,378 | 1,540,335 | 795,172 | 399,177 | ||
TOTAL OPERATING EXPENSES | 117,650,063 | 1,181,641,128 | 170,557,507 | 1,507,353,190 | 334,843,877 | 707,660,010 | 519,651,203 | 185,017,783 | ||
OPERATING LOSS | (58,887,666) | (912,187,157) | (25,971,063) | (964,354,885) | (38,959,491) | (129,057,592) | (28,587,678) | (39,535,671) | ||
OTHER INCOME (EXPENSES): | ||||||||||
Interest Expense, net | (1,321,922) | (2,733,875) | (2,369,764) | (5,495,125) | (4,494,049) | (9,677,477) | (2,533,180) | (2,533,842) | ||
Mark-to-Market of Stock Warrants | 2,271,659 | 5,953,817 | (10,661,579) | (7,664,869) | ||||||
Other | (290,684) | 97,955 | ||||||||
TOTAL OTHER INCOME (EXPENSE) | 949,737 | 9,081,218 | (3,493,347) | 458,692 | (15,155,628) | (17,342,346) | (2,823,864) | (2,435,887) | ||
LOSS BEFORE INCOME TAXES | (57,937,929) | (903,105,939) | (29,464,410) | (963,896,193) | (54,115,119) | (146,399,938) | (31,411,542) | (41,971,558) | ||
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 | 0 | 0 | ||||
NET LOSS | (57,937,929) | (903,105,939) | (29,464,410) | (963,896,193) | (54,115,119) | (146,399,938) | (31,411,542) | (41,971,558) | ||
LESS NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (47,856,729) | (748,755,990) | (798,968,740) | |||||||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ (10,081,200) | $ (154,349,949) | $ (29,464,410) | $ (164,927,453) | $ (54,115,119) | (146,399,938) | (31,411,542) | (41,971,558) | ||
NET LOSS PER SHARE (BASIC) | $ (0.24) | $ (3.71) | [1] | $ (3.97) | [1] | |||||
NET LOSS PER SHARE (DILUTED) | $ (0.24) | $ (3.73) | [1] | $ (4.01) | [1] | |||||
P3 Health Partners Inc. | Capitated Revenue | ||||||||||
OPERATING REVENUE: | ||||||||||
TOTAL OPERATING REVENUE | $ 57,224,539 | $ 267,102,466 | $ 141,560,867 | $ 536,787,281 | $ 290,525,057 | 567,735,297 | 480,739,577 | 139,332,707 | ||
P3 Health Partners Inc. | Other Patient Service Revenue | ||||||||||
OPERATING REVENUE: | ||||||||||
TOTAL OPERATING REVENUE | $ 1,537,858 | $ 2,351,505 | $ 3,025,577 | $ 6,211,024 | $ 5,359,329 | $ 10,867,121 | $ 10,323,948 | $ 6,149,405 | ||
[1] ) |
CONSOLIDATED STATEMENTS OF MEMB
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY (DEFICIT) - P3 Health Partners Inc. - USD ($) | Class D Units Subject To Possible Redemption | Class A Units Subject to Possible Redemption | Class B-1 Preferred Units | Class B-2 Preferred Units | Class B-3 Preferred Units | Class C Preferred Units | Class C-1 Preferred Units | Class C-2 Preferred Units | Redemption of Profits Interest | Accumulated Deficit | Total |
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||||||
Balance at the beginning at Dec. 31, 2018 | $ 380,000 | $ 67,052 | $ (56,131,171) | $ (55,684,119) | |||||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 2,000,000 | 425,000 | |||||||||
Unit Based Compensation | $ 380,000 | $ 94,042 | 474,042 | ||||||||
Unit Based Compensation (in shares) | 2,000,000 | 633,333 | |||||||||
Modification | $ (760,000) | $ (161,094) | (970,908) | (1,892,002) | |||||||
Net loss attributable to Class A common stockholders - Diluted | (41,971,558) | (41,971,558) | |||||||||
Balance at the end at Dec. 31, 2019 | (99,073,637) | $ (99,073,637) | |||||||||
Balance at the end (in shares) at Dec. 31, 2019 | 4,000,000 | 1,058,333 | |||||||||
Balance at the beginning at Dec. 31, 2018 | $ 41,815,775 | ||||||||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 43,051,507 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of Units | $ 50,000,000 | $ 11,184,468 | |||||||||
Issuance of Units (in units) | 16,130,034 | 11,184,468 | |||||||||
Conversion of Debt to Class A Units | $ 3,764,025 | ||||||||||
Conversion of Debt to Class A Units (in units) | 3,764,025 | ||||||||||
Costs of Issuance of Class D Units | $ (2,958,446) | ||||||||||
Redemption of Class A Units | $ (15,000,000) | ||||||||||
Redemption of Class A Units (in units) | (15,000,000) | ||||||||||
Modification of Class A | $ 1,892,002 | ||||||||||
Balance at the end at Dec. 31, 2019 | $ 47,041,554 | $ 43,656,270 | |||||||||
Balance at the end (in shares) at Dec. 31, 2019 | 16,130,034 | 43,000,000 | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||||||
Unit Based Compensation | $ 380,000 | $ 67,474 | $ 447,474 | ||||||||
Unit Based Compensation (in shares) | 2,000,000 | 443,750 | |||||||||
Redemption of Units | $ (180,000) | (180,000) | |||||||||
Redemption of Units (in shares) | (200,000) | ||||||||||
Net loss attributable to Class A common stockholders - Diluted | (31,411,542) | (31,411,542) | |||||||||
Balance at the end at Dec. 31, 2020 | $ 380,000 | $ 67,474 | (180,000) | (130,485,179) | $ (130,217,705) | ||||||
Balance at the end (in shares) at Dec. 31, 2020 | 6,000,000 | 1,302,083 | |||||||||
Balance at the end at Dec. 31, 2020 | $ 47,041,554 | $ 43,656,270 | |||||||||
Balance at the end (in shares) at Dec. 31, 2020 | 16,130,034 | 43,000,000 | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||||||
Unit Based Compensation | $ 460,515 | $ 460,515 | |||||||||
Unit Based Compensation (in shares) | 333,750 | ||||||||||
Net loss attributable to Class A common stockholders - Diluted | (24,650,712) | (24,650,712) | |||||||||
Balance at the end at Mar. 31, 2021 | $ 380,000 | $ 527,989 | (180,000) | (155,135,891) | $ (154,407,902) | ||||||
Balance at the end (in shares) at Mar. 31, 2021 | 6,000,000 | 1,635,833 | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||||||
Balance at the beginning at Dec. 31, 2020 | $ 380,000 | $ 67,474 | (180,000) | (130,485,179) | $ (130,217,705) | ||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,000,000 | 1,302,083 | |||||||||
Net loss attributable to Class A common stockholders - Diluted | (54,115,119) | ||||||||||
Balance at the end at Jun. 30, 2021 | $ 760,000 | $ 711,781 | (180,000) | (184,600,301) | $ (183,308,520) | ||||||
Balance at the end (in shares) at Jun. 30, 2021 | 8,000,000 | 1,775,833 | |||||||||
Balance at the beginning at Dec. 31, 2020 | $ 47,041,554 | $ 43,656,270 | |||||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 16,130,034 | 43,000,000 | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||||||
Balance at the beginning at Dec. 31, 2020 | $ 380,000 | $ 67,474 | (180,000) | (130,485,179) | $ (130,217,705) | ||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,000,000 | 1,302,083 | |||||||||
Unit Based Compensation | $ 380,000 | $ 901,574 | 1,281,574 | ||||||||
Unit Based Compensation (in shares) | 2,000,000 | 660,417 | |||||||||
Accelerated on Merger Date | $ 81,081 | $ 56,474 | $ 2,242,703 | $ 39,420 | |||||||
Accelerated on Merger Date (in shares) | 4,054,054 | 5,647,438 | 1,035,833 | 1,685,000 | |||||||
Net loss attributable to Class A common stockholders - Diluted | (146,399,938) | (146,399,938) | |||||||||
Balance at the end at Dec. 02, 2021 | $ 897,555 | $ 3,251,171 | (180,000) | (276,885,117) | $ (272,916,391) | ||||||
Balance at the end (in shares) at Dec. 02, 2021 | 17,701,492 | 4,683,333 | |||||||||
Balance at the beginning at Dec. 31, 2020 | $ 47,041,554 | $ 43,656,270 | |||||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 16,130,034 | 43,000,000 | |||||||||
Balance at the end at Dec. 02, 2021 | $ 47,041,554 | $ 43,656,270 | |||||||||
Balance at the end (in shares) at Dec. 02, 2021 | 16,130,034 | 43,000,000 | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||||||
Balance at the beginning at Mar. 31, 2021 | $ 380,000 | $ 527,989 | (180,000) | (155,135,891) | $ (154,407,902) | ||||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 6,000,000 | 1,635,833 | |||||||||
Unit Based Compensation | $ 380,000 | $ 183,792 | 563,792 | ||||||||
Unit Based Compensation (in shares) | 2,000,000 | 140,000 | |||||||||
Net loss attributable to Class A common stockholders - Diluted | (29,464,410) | (29,464,410) | |||||||||
Balance at the end at Jun. 30, 2021 | $ 760,000 | $ 711,781 | (180,000) | (184,600,301) | $ (183,308,520) | ||||||
Balance at the end (in shares) at Jun. 30, 2021 | 8,000,000 | 1,775,833 | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||||||
Balance at the beginning at Dec. 02, 2021 | $ 897,555 | $ 3,251,171 | $ (180,000) | $ (276,885,117) | $ (272,916,391) | ||||||
Balance at the beginning (in shares) at Dec. 02, 2021 | 17,701,492 | 4,683,333 | |||||||||
Net loss attributable to Class A common stockholders - Diluted | (57,937,929) | ||||||||||
Balance at the end at Dec. 31, 2021 | $ 273,551,441 | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||||||
Net loss attributable to Class A common stockholders - Diluted | $ (963,896,193) | ||||||||||
Balance at the end at Jun. 30, 2022 | $ 108,624,475 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) AND MEZZANINE EQUITY - P3 Health Partners Inc. - USD ($) | Additional Paid-in Capital | Accumulated Deficit | Common Stock Common Class A | Common Stock Common Class V | Redeemable Non-Controlling Interests | Total | |
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||
STOCKHOLDERS' EQUITY (DEFICIT) at Dec. 31, 2021 | $ 312,945,752 | [1] | $ (39,418,124) | $ 4,158 | $ 19,655 | $ 273,551,441 | |
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Dec. 31, 2021 | 41,578,890 | 196,553,523 | |||||
Balance at the end at Dec. 31, 2021 | $ 1,790,617,285 | ||||||
STOCKHOLDERS' EQUITY (DEFICIT) at Dec. 03, 2021 | 312,945,752 | [1] | (29,336,924) | $ 4,158 | $ 19,655 | 283,632,641 | |
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Dec. 03, 2021 | 41,578,890 | 196,553,523 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net Loss | (10,081,200) | (10,081,200) | |||||
STOCKHOLDERS' EQUITY (DEFICIT) at Dec. 31, 2021 | 312,945,752 | [1] | (39,418,124) | $ 4,158 | $ 19,655 | 273,551,441 | |
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Dec. 31, 2021 | 41,578,890 | 196,553,523 | |||||
Balance at the beginning at Dec. 03, 2021 | 1,833,838,872 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Stock Compensation | 4,635,142 | ||||||
Net Loss | (47,856,729) | ||||||
Balance at the end at Dec. 31, 2021 | 1,790,617,285 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net Loss | (10,577,504) | (10,577,504) | |||||
STOCKHOLDERS' EQUITY (DEFICIT) at Mar. 31, 2022 | 312,945,752 | (49,995,628) | $ 4,158 | $ 19,710 | $ 262,973,992 | ||
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Mar. 31, 2022 | 41,578,890 | 197,103,345 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Stock Compensation | 11,711,427 | ||||||
Net Loss | (50,212,750) | ||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||
STOCKHOLDERS' EQUITY (DEFICIT) at Dec. 31, 2021 | 312,945,752 | [1] | (39,418,124) | $ 4,158 | $ 19,655 | $ 273,551,441 | |
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Dec. 31, 2021 | 41,578,890 | 196,553,523 | |||||
STOCKHOLDERS' EQUITY (DEFICIT) at Jun. 30, 2022 | 312,945,752 | (204,345,577) | $ 4,158 | $ 20,142 | $ 108,624,475 | ||
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Jun. 30, 2022 | 41,578,890 | 201,423,309 | |||||
Balance at the beginning at Dec. 31, 2021 | 1,790,617,285 | ||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||
STOCKHOLDERS' EQUITY (DEFICIT) at Mar. 31, 2022 | 312,945,752 | (49,995,628) | $ 4,158 | $ 19,710 | $ 262,973,992 | ||
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Mar. 31, 2022 | 41,578,890 | 197,103,345 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net Loss | (154,349,949) | (154,349,949) | |||||
STOCKHOLDERS' EQUITY (DEFICIT) at Jun. 30, 2022 | $ 312,945,752 | $ (204,345,577) | $ 4,158 | $ 20,142 | $ 108,624,475 | ||
STOCKHOLDERS' EQUITY (DEFICIT) (in shares) at Jun. 30, 2022 | 41,578,890 | 201,423,309 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Stock Compensation | 3,715,553 | ||||||
Net Loss | $ (748,755,990) | ||||||
[1] Included in the opening balance are transactions completed in connection with the Business Combinations, including the PIPE investment of $195.3 million (net of issuance costs), the equity consideration to P3 shareholders of $80.3 million, and the trust proceeds (net of redemptions) of $37.4 million. |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) AND MEZZANINE EQUITY (Parenthetical) - P3 Health Partners Inc. | 1 Months Ended |
Dec. 31, 2021 USD ($) | |
Additional Paid-in Capital | |
Business Combinations, including the PIPE investment (net of issuance costs) | $ 195,300,000 |
Trust proceeds (net of redemptions) | 37,400,000 |
P3 Llc | Additional Paid-in Capital | |
Equity consideration transferred | $ 80,300,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in Assets and Liabilities, net of Acquisitions: | ||||||
Net Cash used in Operating Activities | $ (1,586,548) | |||||
Cash Flows From Investing Activities | ||||||
Net Cash used in Investing Activities | (316,250,000) | |||||
Cash Flows From Financing Activities | ||||||
Net Cash used in (provided by) Financing Activities | 317,757,971 | |||||
Cash and Restricted Cash, Beginning of Period | $ 100,935 | $ 179,512 | 179,512 | |||
Cash and Restricted Cash, End of Period | $ 100,935 | $ 179,512 | ||||
P3 Health Partners Inc. | ||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Net loss attributable to Class A common stockholders - Diluted | $ (57,937,929) | $ (963,896,193) | $ (54,115,119) | $ (146,399,938) | $ (31,411,542) | $ (41,971,558) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||||
Depreciation Expense | 187,558 | 1,540,335 | 795,172 | 399,177 | ||
Amortization of Intangible Assets | 6,961,666 | 42,285,014 | 34,396 | |||
Stock-Based Compensation | 4,635,142 | 15,426,980 | 1,024,307 | 3,701,252 | 447,475 | 474,042 |
Amortization of Debt Origination Fees | 349,324 | 658,587 | 80,237 | |||
Amortization of Discount from Issuance of Debt | 621,305 | 1,139,060 | 144,971 | |||
Mark-to-Market Adjustment of Stock Warrants | (2,271,659) | (5,953,817) | 10,661,579 | 7,664,869 | ||
Premium Deficiency Reserve | 26,276,575 | (2,814,084) | 3,000,000 | 11,559,067 | (20,539,364) | 6,363,652 |
Changes in Assets and Liabilities, net of Acquisitions: | ||||||
Accounts Receivable | 1,467,289 | (376,219) | 92,491 | (1,484,932) | 139,212 | 424,137 |
Health Plan Receivables / Premiums | 3,236,036 | (49,555,406) | 1,212,093 | (2,770,246) | (27,507,240) | (9,653,991) |
Other Current Assets | (4,704,294) | 1,890,414 | (361,241) | 4,254,368 | (4,160,078) | (122,765) |
Net Change in ROU Assets and Liabilities | (21,886) | 305,677 | (704,500) | (1,620,600) | ||
Accounts Payable | 7,731,972 | 1,163,574 | (1,005,876) | 34,224,416 | 8,102,668 | 803,503 |
Accrued Payroll | 3,158,624 | (3,041,024) | (2,648,873) | (1,134,709) | 2,289,655 | 502,602 |
Accrued Interest | (497,781) | 2,558,865 | 1,807,007 | 5,216,440 | 1,848,265 | 2,204,141 |
Health Plan Payables / Premiums | (2,591,997) | (4,526,299) | (1,342,803) | 11,264,767 | 8,804,203 | 1,853,358 |
Claims Payable | (971,210) | 37,364,043 | 5,736,206 | 19,097,060 | 37,075,052 | 12,057,792 |
Net Cash used in Operating Activities | (15,341,894) | (73,087,629) | (34,131,885) | (51,129,531) | (24,595,814) | (28,286,510) |
Cash Flows From Investing Activities | ||||||
Purchases of Property, Plant and Equipment | (120,559) | (1,400,511) | (1,883,226) | (3,290,482) | (2,926,621) | (1,451,861) |
Acquisitions, Net of Cash Acquired | (47,879,102) | (82,000) | (4,989,000) | (130,000) | ||
Notes Receivable, Net | 143,297 | 226,808 | 70,650 | (109,527) | (2,404,862) | |
Net Cash used in Investing Activities | (47,856,364) | (1,400,511) | (1,738,418) | (8,208,832) | (3,166,148) | (3,856,723) |
Cash Flows From Financing Activities | ||||||
Issuance (Redemption) of Class A, C and D Units | (180,000) | 62,041,554 | ||||
Proceeds from PIPE, Net of Issuance Costs | 195,307,872 | |||||
Proceeds from Long-Term Debt, Net of Discount and Issuance Costs | 12,750,000 | 24,625,000 | 36,433,282 | 16,164,914 | ||
Proceeds from Short-Term Debt | 3,377,329 | 351,872 | ||||
Repayment of Long-Term Debt | (8,008) | (2,446,433) | (44,629) | (186,519) | (1,493,221) | (14,586,891) |
Net Cash used in (provided by) Financing Activities | 198,677,193 | (2,446,433) | 12,514,121 | 24,790,353 | 34,760,061 | 63,619,577 |
Net Change in Cash and Restricted Cash | 135,478,935 | (76,934,573) | (23,356,182) | (34,548,010) | 6,998,099 | 31,476,344 |
Cash and Restricted Cash, Beginning of Period | 5,354,937 | 140,833,872 | 39,902,947 | 39,902,947 | 32,904,848 | 1,428,504 |
Cash and Restricted Cash, End of Period | 140,833,872 | $ 63,899,299 | $ 16,546,765 | 5,354,937 | 39,902,947 | 32,904,848 |
Supplemental Cash Flow Information: | ||||||
Cash Paid for Interest | $ 1,346,254 | $ 2,796,368 | 685,419 | 560,246 | ||
Accrued Costs for Software (Development in Process) | $ 249,454 | 176,352 | ||||
Conversion of Class A Units to Long-Term Debt | 15,000,000 | |||||
Conversion of Long-Term Debt to Class A Units | $ 3,764,245 |
Company Operations
Company Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Company Operations [Line Items] | ||
Company Operations | Note 1: Organization and Basis of Presentation Description of Business and Business Combination P3 Health Partners Inc. (the “Company” or “P3”) is a patient-centered and physician-led population health management company and the successor to P3 Health Group Holdings, LLC P3 Health Group Holdings, LLC and Subsidiaries was founded on April 12, 2017 and began commercial operations on April 20, 2017 to provide population health management services on an at-risk basis to insurance plans offering medical coverage to Medicare beneficiaries under Medicare Advantage programs. Medicare Advantage programs are insurance products created solely for Medicare beneficiaries. Insurance plans contract directly with the Centers for Medicare and Medicaid Services (“CMS”) to offer Medicare beneficiaries benefits that replace traditional Medicare Fee for Service (“FFS”) coverage. On December 3, 2021, (the “Closing Date”), the Company consummated the transactions pursuant to which, among other things, P3 Health Group Holdings, LLC merged with and into FAC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Foresight Acquisition Corp. (“Foresight” or “Merger Sub”) (the “P3 Merger”), with Merger Sub as the surviving company, which was renamed P3 Health Group, LLC (“P3 LLC”), and FAC-A Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Foresight, FAC-B Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Foresight (together with FAC-A Merger Sub Corp., the “Merger Corps”) merged with and into CPF P3 Blocker-A, LLC, a Delaware limited liability company, CPF P3 Blocker-B, LLC a Delaware limited liability company (together with CPF P3 Blocker-A, LLC, the “Blockers”), with the Blockers as the surviving entities and wholly-owned subsidiaries of Foresight (collectively, the “Business Combinations”). Upon completion of the Business Combinations (the “Closing”), the Company and P3 LLC were organized in an “Up-C” structure in which all of the P3 LLC operating subsidiaries are held directly or indirectly by P3 LLC, and the Company directly owned approximately 17.1% of P3 LLC and became the sole manager of P3 LLC. Following Closing, substantially all of the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interest in P3 LLC. In connection with the closing of the transactions, the Company changed its name from Foresight Acquisition Corp. to P3 Health Partners Inc. The Company’s contracts with health plans are based on an at-risk shared savings model. Under this model, the Company is financially responsible for the cost of all contractually covered services provided to members assigned to the Company by health plans in exchange for a fixed monthly “capitation” payment, which is generally a percentage of the payment health plans receive from CMS. Under this arrangement, Medicare beneficiaries generally receive all their healthcare coverage through the Company’s network of employed and affiliated physicians and specialists (except for emergency situations). The services provided to health plans’ members vary by contract. These may include utilization management, care management, disease education, and maintenance of a quality improvement and quality management program for members assigned to the Company. The Company is also responsible for the credentialing of Company providers, processing and payment of claims and the establishment of a provider network for certain health plans. At June 30, 2022 and December 31, 2021, the Company had agreements with twenty and seventeen health plans, respectively. The Company has Management Services Agreements (“MSAs”) and deficit funding agreements with Kahan, Wakefield, Abdou, PLLC and Bacchus, Wakefield, Kahan, PC, P3 Health Partners Professional Services P.C., P3 Medical Group, P.C. and P3 Health Partners California, P.C. (collectively, the “Network”). As more fully described in Note 25 “Variable Interest Entities”, the entities in the Network are variable interest entities and the Company is the primary beneficiary of the Network. The MSAs provide that the Company or its subsidiaries will furnish administrative personnel, office supplies and equipment, general business services, contract negotiation and billing and collection services to the Network. Fees for these services are the excess of the Network’s revenue over expenses. Per the deficit funding agreements, the Company or its subsidiaries are obligated to lend amounts to the Network to the extent expenses exceed revenues. The loan will bear interest at prime plus 2%. In addition to the Company’s contracts with health plans, through its relationship with Kahan, Wakefield, Abdou, PLLC and Bacchus, Wakefield, Kahan, PC, the Company provides primary healthcare services through its employed physician clinic locations. These primary care clinics are reimbursed for services provided under FFS contracts with various payers and through capitated - per member, per month (“PMPM”) arrangements. Basis of Presentation These unaudited interim condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to SEC rules and regulations dealing with interim financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. For further information, refer to the consolidated financial statements and notes thereto included in our 2021 Form 10-K. There have been no significant changes to our accounting policies and estimates during the six months ended June 30, 2022 from those previously disclosed in the 2021 Form 10-K. As a result of the Business Combinations, for accounting purposes, Foresight is the acquirer and P3 Health Group Holdings, LLC is the accounting acquiree and predecessor. The financial statement presentation includes the financial statements of P3 Health Group Holdings, LLC as “Predecessor” for the periods prior to the Closing Date (the “Predecessor Period(s)”) and of the Company as “Successor” for the periods after the Closing Date (the “Successor Period(s)”), including the consolidation of P3 Health Group Holdings, LLC. As a result of the application of the acquisition method of accounting as of the Closing Date of the Business Combinations, the accompanying unaudited condensed consolidated financial statements include a black line division that indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore, not comparable. The Company qualifies as an Emerging Growth Company (“EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. The accounting pronouncements pending adoption as described in Note 6 “Recent Accounting Pronouncements Not Yet Adopted” reflect effective dates for the Company as an EGC with the extended transition period. Restatement of Prior Year Amounts As discussed in the Company's 2021 consolidated financial statements included in the 2021 Form 10-K, the Company restated the previously issued unaudited condensed consolidated financial statements for each interim period within the fiscal years ended December 31, 2021 and December 31, 2020. | Note 1: Company Operations P3 Health Partners Inc. (the “Company” or “P3”) is a patient-centered and physician-led population health management company and, for accounting purposes, is the successor to P3 Health Group Holdings, LLC (“P3 Health Group Holdings”). P3 Health Group Holdings and Subsidiaries was founded on April 12, 2017 and began commercial operations on April 20, 2017 to provide population health management services on an at-risk basis to insurance plans offering medical coverage to Medicare beneficiaries under Medicare Advantage programs. Medicare Advantage programs are insurance products created solely for Medicare beneficiaries. Insurance plans contract directly with the Centers for Medicare and Medicaid Services (“CMS”) to offer Medicare beneficiaries benefits that replace traditional Medicare Fee for Service (“FFS”) coverage. On December 3, 2021, (the “Closing Date”), Foresight Acquisition Corp (“Foresight”) and P3 Health Group Holdings consummated a series of business combinations pursuant to which, among other things, P3 Health Group Holdings merged with and into FAC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Foresight Acquisition Corp. (“Merger Sub”) (the “P3 Merger”), with Merger Sub as the surviving company, which was renamed P3 Health Group, LLC (“P3 LLC”), and FAC-A Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Foresight, FAC-B Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Foresight (together with FAC-A Merger Sub Corp., the “Merger Corps”) merged with and into CPF P3 Blocker-A, LLC, a Delaware limited liability company, CPF P3 Blocker-B, LLC a Delaware limited liability company (together with CPF P3 Blocker-A, LLC, the “Blockers”), with the Blockers as the surviving entities and wholly-owned subsidiaries of Foresight (collectively, the “Business Combinations”). Upon completion of the Business Combinations (the “Closing”), the Company and P3 LLC were organized in an “Up-C” structure in which all of the P3 LLC operating subsidiaries are held directly or indirectly by P3 LLC, and the Company directly owned approximately 17.1% of P3 LLC and became the sole manager of P3 LLC. Following Closing, substantially all of the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interest in P3 LLC. In connection with the closing of the transactions, the Company changed its name from Foresight Acquisition Corp. to P3 Health Partners Inc. The Company’s contracts with health plans are based on an at-risk shared savings model. Under this model, the Company is financially responsible for the cost of all contractually-covered services provided to members assigned to the Company by health plans in exchange for a fixed monthly “capitation” payment, which is generally a percentage of the payment health plans receive from CMS. Under this arrangement, Medicare beneficiaries generally receive all their healthcare coverage through the Company’s network of employed and affiliated physicians and specialists (except for emergency situations). The services provided to health plans’ members vary by contract. These may include utilization management, care management, disease education, and maintenance of a quality improvement and quality management program for members assigned to the Company. Effective January 1, 2019, the Company is also responsible for the credentialing of Company providers, processing and payment of claims and the establishment of a provider network for certain health plans. At December 31, 2021, 2020 and 2019, the Company had agreements with seventeen, twelve and seven health plans, respectively. The Company has Management Services Agreements (“MSAs”) and deficit funding agreements with Kahan, Wakefield, Abdou, PLLC and Bacchus, Wakefield, Kahan, PC, P3 Health Partners Professional Services P.C., P3 Medical Group, P.C. and P3 Health Partners California, P.C. (collectively, the “Network”). As more fully described in Note 28 “Variable Interest Entities,” the entities in the Network are variable interest entities and the Company is the primary beneficiary of the Network. The MSAs provide that the Company or its subsidiaries will furnish administrative personnel, office supplies and equipment, general business services, contract negotiation and billing and collection services to the Network. Fees for these services are the excess of the Network’s revenue over expenses. Per the deficit funding agreements, the Company or its subsidiaries are obligated to lend amounts to the Network to the extent expenses exceed revenues. The loan will bear interest at prime plus 2%. In addition to the Company’s contracts with health plans, through its relationship with Kahan, Wakefield, Abdou, PLLC and Bacchus, Wakefield, Kahan, PC, the Company provides primary healthcare services through its employed physician clinic locations. These primary care clinics are reimbursed for services provided under FFS contracts with various payers and through capitated – per member, per month (“PMPM”) arrangements. |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Restatement of Previously Issued Financial Statements | Note 2: Restatement of Previously Issued Financial Statements The Company has restated the condensed consolidated financial statements for the three and six months ended June 30, 2021. Network Since 2017, P3 Health Group Holdings and P3 Health Partners, LLC (collectively with P3 Health Partners, Inc., “P3”) have entered into a collective of arrangements with the Network whereby P3 consolidates the Network under the Variable Interest Entity model in accordance with ASC Topic 810 , Consolidation Based on management’s evaluation, it was concluded that the Company’s accounting for non-controlling interests related to the Network is not attributed in the manner contemplated by ASC 810. As a result, the Company is reclassifying the loss attributable to non-controlling interest related to the Network to loss attributable to controlling interests on the Consolidated Balance Sheets, Consolidated Statements of Operations, and the Consolidated Statements of Changes in Stockholders’/Members’ Equity for the periods described above. The Company's accounting for the loss in controlling interests instead of non-controlling interests has no impact on the Company's current or previously reported cash position, revenue, operating expenses or total operating, investing or financing cash flows. Preferred Returns P3's capital structure consists of Class A Units, which represent commitments from the Company’s private equity sponsors, and Class D Units, which represents an additional investment from a private equity sponsor. Both the Class A and Class D Units have voting rights and, accrue a preferred return in the amount of 8.0% per annum. Historically, all of the accrued returns have been incorrectly recognized as interest expense on P3’s Statements of Operations and as equity on P3’s Balance Sheets. Based on the analysis of the Class A and Class D Units, the preferred returns should not be accrued until they are legally declared. As a result, the Company’s historical recording of preferred returns in equity and interest expense has been removed as no recognition is necessary until legally declared. Class A Units Historically, the Class A Preferred Units issued by P3 have been accounted for as permanent equity. Since the Class A Preferred Units are redeemable upon the occurrence of a Sale of the Company via the liquidation and distribution preferences that returns invested capital and the preferred return, management evaluated whether the occurrence of such an event is outside of the Company’s control. As the Class A preferred unit holders hold a majority vote, the redemption of Class A Preferred Units upon a Sale of the Company, irrespective of probability, is outside of the Company’s control. Based on management’s evaluation, the Class A Preferred Units should be reclassified from permanent to mezzanine equity. Additionally, the Company entered into the Second Amended and Restated Limited Liability Company Agreement in 2019, which provided the holders of Class A units an 8% per annum preferred return. The Company determined that the amendment should be accounted for as a modification. Therefore, the Company recorded the incremental increase in fair value as an adjustment to the carrying value of Class A units with an offset to APIC equivalent and accumulated deficit. Capitated Revenues Medicare pays capitation using a “risk adjustment model”, which compensates providers based on the health status (acuity) of each individual patient (via a Risk Adjustment Factor, “RAF”). The Company’s policy is to recognize the variable RAF component of capitation revenues, to the extent that it is probable a significant reversal will not occur. At the December 31, 2020 balance sheet date the Company determined its estimates of the RAF components of certain capitation revenues were constrained and therefore not estimable, as it was not probable a significant reversal would not occur. The Company subsequently collected the RAF components of capitation payments prior to the issuance of the 2020 financial statements, effectively relieving the constraints which previously existed at the December 31, 2020 balance sheet date. As a result, capitation revenues for 2020 were restated based on the results of management’s analysis of the RAF component of cash receipts collected prior to the issuance 2020 financial statements which were previously determined to not be estimable. The revenue now recognized in 2020 was previously recognized in June of 2021. The total amount of the RAF adjustment was $6,532,954. There were two other errors related to capitated revenue, other patient service revenue, and medical expenses which were corrected in the restatement. Firstly, the Company has reclassified capitated revenue streams attributable to the Network. These capitated revenues were previously classified as “other patient service revenue” and then have been reclassified into “capitated revenue”. Secondly, the Company has eliminated intercompany revenue and expense related to transactions between Bacchus and P3-NV that should have been eliminated in consolidation. Prior to the restatement noted above regarding capitated revenue, this adjustment was a decrease to other patient service revenue and a decrease to medical expenses. Disclosure Correction The disclosure of the condensed financial statement of the Company’s consolidated VIE has been corrected for accrued interest and interest expense relating to the advances made to the VIE for the three and six month periods ended June 30, 2021 (see Note 25). There is no impact to the condensed consolidated financial statements of the Company of this correction to the disclosures. The following tables summarize the restatement adjustments on each financial statement line item affected by the restatement as of the dates, and for the periods, indicated: As Previously Network Preferred Returns Class A Units Revenue Reported Adjustments Adjustments Adjustments Adjustment As Restated Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Capitated Revenue $ 294,860,130 $ — $ — $ — $ (4,335,073) $ 290,525,057 Other Patient Service Revenue 8,122,849 — — — (2,763,520) 5,359,329 Total Operating Revenue 302,982,979 — — — (7,098,593) 295,884,386 Medical Expenses 297,570,662 — — — (565,640) 297,005,022 Total Operating Expenses 335,409,517 — — — (565,640) 334,843,877 Operating Loss (32,426,538) — — — (6,532,953) (38,959,491) Interest Expense, net (8,487,374) — 3,993,325 — — (4,494,049) Total Other Expenses (19,148,953) — 3,993,325 — — (15,155,628) Net Loss Attributable to Non-Controlling Interests (5,241,713) 5,241,713 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (46,333,778) (5,241,713) 3,993,325 — (6,532,953) (54,115,119) Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Capitated Revenue $ 147,159,665 $ — $ — $ — $ (5,598,799) $ 141,560,866 Other Patient Service Revenue 4,258,933 — — — (1,233,356) 3,025,577 Total Operating Revenue 151,418,598 — — — (6,832,155) 144,586,443 Medical Expenses 150,679,717 — — — (299,200) 150,380,517 Total Operating Expenses 170,856,707 — — — (299,200) 170,557,507 Operating Loss (19,438,108) — — — (6,532,955) (25,971,063) Interest Expense, net (4,406,240) — 2,036,476 — — (2,369,764) Total Other Expenses (5,529,823) — 2,036,476 — — (3,493,347) Net Loss Attributable to Non-Controlling Interests (1,959,421) 1,959,421 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (23,008,510) (1,959,421) 2,036,476 — (6,532,955) (29,464,410) Condensed Consolidated Statement of Changes in Members' Deficit for the Six Months Ended June 30, 2021 Preferred Return at 8% for Class A Units $ 1,817,564 $ — $ (1,817,564) $ — $ — $ — Net Loss (51,575,491) — 3,993,325 — (6,532,953) (54,115,119) Balance as of June 30,2021 (146,395,455) — 6,743,106 (43,656,170) — (183,308,519) Condensed Consolidated Statement of Changes in Members' Deficit for the Three Months Ended June 30, 2021 Preferred Return at 8% for Class A Units $ 926,852 $ — $ (926,852) $ — $ — $ — Net Loss (24,967,931) — 2,036,476 — (6,532,955) (29,464,410) Balance as of June 30,2021 (146,395,455) — 6,743,106 (43,656,170) — (183,308,519) Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2021 Net Loss $ (51,575,491) $ — $ 3,993,325 $ — $ (6,532,953) $ (54,115,119) Health Plan Settlements Receivable/Premiums Receivable (5,320,861) — — — 6,532,953 1,212,092 Class A and Class D Preferred Returns 3,993,325 — (3,993,325) — — — Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended March 31, 2021 Preferred Return at 8% for Class A Units $ 890,612 $ — $ (890,612) $ — $ — $ — Net Loss (26,607,560) — 1,956,848 — — (24,650,712) Balance as of March 31,2021 (122,918,168) — 5,633,581 (43,656,269) 6,532,954 (154,407,902) Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2020 Balance as of December 31, 2020 $ (97,661,735) $ — $ 4,567,346 $ (43,656,270) $ 6,532,954 $ (130,217,705) *Rounding may cause variances | Note 2: Restatement of Previously Issued Financial Statements The Company has restated the consolidated financial statements for the years ended December 31, 2020 and 2019. Network Since 2017, P3 Health Group Holdings and P3 Health Partners, LLC (collectively with P3 Health Partners, Inc., “P3”) have entered into a collective of arrangements with the Network whereby P3 consolidates the Network under the Variable Interest Entity model in accordance with ASC Topic 810 , Consolidation Based on management’s evaluation, it was concluded that the Company’s accounting for non-controlling interests related to the Network is not attributed in the manner contemplated by ASC 810. As a result, the Company is reclassifying the loss attributable to non-controlling interest related to the Network to loss attributable to controlling interests on the Consolidated Balance Sheets, Consolidated Statements of Operations, and the Consolidated Statements of Changes in Stockholders’/Members’ Equity for the periods described above. The Company’s accounting for the loss in controlling interests instead of non-controlling interests has no impact on the Company’s current or previously reported cash position, revenue, operating expenses or total operating, investing or financing cash flows. Preferred Returns P3’s capital structure consists of Class A Units, which represent commitments from the Company’s private equity sponsors, and Class D Units, which represents an additional investment from a private equity sponsor. Both the Class A and Class D Units have voting rights and, accrue a preferred return in the amount of 8.0% per annum. Historically, all of the accrued returns have been incorrectly recognized as interest expense on P3’s Statements of Operations and as equity on P3’s Balance Sheets. Based on the analysis of the Class A and Class D Units, the preferred returns should not be accrued until they are legally declared. As a result, the Company’s historical recording of preferred returns in equity and interest expense has been removed as no recognition is necessary until legally declared. Class A Units Historically, the Class A Preferred Units issued by P3 have been accounted for as permanent equity. Since the Class A Preferred Units are redeemable upon the occurrence of a Sale of the Company via the liquidation and distribution preferences that returns invested capital and the preferred return, management evaluated whether the occurrence of such an event is outside of the Company’s control. As the Class A preferred unit holders hold a majority vote, the redemption of Class A Preferred Units upon a Sale of the Company, irrespective of probability, is outside of the Company’s control. Based on management’s evaluation, the Class A Preferred Units should be reclassified from permanent to mezzanine equity. Additionally, the Company entered into the Second Amended and Restated Limited Liability Company Agreement in 2019, which provided the holders of Class A units an 8% per annum preferred return. The Company determined that the amendment should be accounted for as a modification. Therefore, the Company recorded the incremental increase in fair value as an adjustment to the carrying value of Class A units with an offset to APIC equivalent and accumulated deficit. Capitated Revenues Medicare pays capitation using a “risk adjustment model”, which compensates providers based on the health status (acuity) of each individual patient (via a Risk Adjustment Factor, “RAF”). The Company’s policy is to recognize the variable RAF component of capitation revenues, to the extent that it is probable a significant reversal will not occur. At the December 31, 2020 balance sheet date the Company determined its estimates of the RAF components of certain capitation revenues were constrained and therefore not estimable, as it was not probable a significant reversal would not occur. The Company subsequently collected the RAF components of capitation payments prior to the issuance of the 2020 financial statements, effectively relieving the constraints which previously existed at the December 31, 2020 balance sheet date. Capitation revenues for 2020 are restated based on the results of management’s analysis of the RAF component of cash receipts collected prior to the issuance 2020 financial statements which were previously determined to not be estimable. The total amount of the RAF adjustment was $6,532,954. There were two other errors related to capitated revenue, other patient service revenue, and medical expenses which were corrected in the restatement. Firstly, the Company has reclassified capitated revenue streams attributable to the Network. These capitated revenues were previously classified as “other patient service revenue” and then have been reclassified into “capitated revenue”. Secondly, the Company has eliminated intercompany revenue and expense related to transactions between Bacchus and P3-NV that should have been eliminated in consolidation. Prior to the restatement noted above regarding capitated revenue, this adjustment was a decrease to other patient service revenue and a decrease to medical expenses. Disclosure Correction The amounts reported as intercompany accrued interest for advances made to the Company’s consolidated VIE were incorrectly disclosed for the year ended December 31, 2020 and has been reduced (see Note 27). The disclosure of the condensed financial statement of the VIE have also been corrected for accrued interest and interest expense relating to the advance (see Note 28). There is no impact to the consolidated financial statements of the Company as result of this correction to the disclosures. The following tables summarize the restatement adjustments on each financial statement line item affected by the restatement as of the dates, and for the periods, indicated: As Previously Network Preferred Returns Class A Units Revenue Reported Adjustments Adjustments Adjustments Adjustments As Restated Consolidated Balance Sheet as of December 31, 2020 Health Plan Settlement Receivable $ 38,429,833 $ — $ — $ — $ 6,532,954 $ 44,962,787 Total Current Assets 84,347,633 — — — 6,532,954 90,880,587 Total Assets 99,902,252 — — — 6,532,954 106,435,206 Class A Units Subject to Possible Redemption — — — 43,656,270 — 43,656,270 Class D Units Subject to Possible Redemption 51,608,900 — (4,567,346) — — 47,041,554 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 3,815,034 — (3,815,034) — — — Accumulated Equity-Based Compensation 1,368,567 — — (921,092) — 447,475 Retained Loss from Non-Controlling Interests (18,187,381) 18,187,381 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (126,242,225) (18,187,381) 8,382,381 (970,908) 6,532,954 (130,485,179) Total Member’s Deficit (97,661,735) — 4,567,346 (43,656,270) 6,532,954 (130,217,705) Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) 99,902,252 — — — 6,532,954 106,435,206 Consolidated Statement of Operations for the Year Ended December 31, 2020 Capitated Revenue $ 471,551,241 $ — $ — $ — $ 9,188,336 $ 480,739,577 Other Patient Service Revenue 13,990,050 — — — (3,666,102) 10,323,948 Total Operating Revenue 485,541,291 — — — 5,522,234 491,063,525 Medical Expenses 485,513,143 — — — (1,010,720) 484,502,423 Total Operating Expenses 520,661,923 — — — (1,010,720) 519,651,203 Operating Loss (35,120,632) — — — 6,532,954 (28,587,678) Interest Expense, net (9,970,260) — 7,437,080 — — (2,533,180) Total Other Income (Expense) (10,260,944) — 7,437,080 — — (2,823,864) Net Loss Attributable to Non-Controlling Interests (4,307,071) 4,307,071 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (41,074,505) (4,307,071) 7,437,080 — 6,532,954 (31,411,542) Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2020 Preferred Return(s) at 8% (Class A + Class D Units) $ 7,437,080 $ — $ (7,437,080) $ — $ — $ — Net Loss (45,381,576) — 7,437,080 — 6,532,954 (31,411,542) Balance as of December 31, 2020 (97,661,735) — 4,567,346 (43,656,270) 6,532,954 (130,217,705) Consolidated Statements of Cash Flows for the Year Ended December 31 2020 Net Loss $ (45,381,576) $ — $ 7,437,080 $ — $ 6,532,954 $ (31,411,542) Health Plan Settlements Receivable/Premiums Receivable (20,974,286) — — — (6,532,954) (27,507,240) Class A and Class D Preferred Returns 7,437,080 — (7,437,080) — — — Consolidated Balance Sheet as of December 31, 2019 Class A Units Subject to Possible Redemption $ — $ — $ — $ 43,656,270 $ — $ 43,656,270 Class D Units Subject to Possible Redemption 47,556,622 — (515,068) — — 47,041,554 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 430,230 — (430,230) — — — Accumulated Equity-Based Compensation 921,092 — — (921,092) — — Retained Loss from Non-Controlling Interests (13,880,310) 13,880,310 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (85,167,716) (13,880,310) 945,297 (970,908) — (99,073,637) Total Member’s Deficit (55,932,434) — 515,068 (43,656,271) — (99,073,637) Consolidated Statement of Operations for the Year Ended December 31, 2019 Capitated Revenue $ 138,727,943 $ — $ — $ — $ 604,764 $ 139,332,707 Other Patient Service Revenue 7,166,889 — — — (1,017,484) 6,149,405 Total Operating Revenue 145,894,832 — — — (412,720) 145,482,112 Medical Expenses 141,442,457 — — — (412,720) 141,029,737 Total Operating Expenses 185,430,503 — — — (412,720) 185,017,783 Interest Expense, net (3,479,139) — 945,297 — — $ (2,533,842) Total Other Income (Expense) (3,381,184) — 945,297 — — (2,435,887) Net Loss Attributable to Non-Controlling Interests (7,907,592) 7,907,592 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (35,009,263) (7,907,592) 945,297 — — (41,971,558) Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2019 Preferred Return(s) at 8% (Class A + Class D Units) $ 945,298 $ — $ (945,298) $ — $ — $ — Net Loss (42,916,855) — 945,297 — — (41,971,558) Conversion of Debt to Class A Units 3,764,025 — — (3,764,025) — — Class A Units Issued 11,184,468 — — (11,184,468) — — Redemption of Class A Units (15,000,000) — — 15,000,000 — — Modification of Class A — — — (1,892,002) — (1,892,002) Balance as of December 31, 2019 (55,932,434) — 515,068 (43,656,271) — (99,073,637) Consolidated Statements of Cash Flows for the Year Ended December 31 2019 Net Loss $ (42,916,855) $ — $ 945,297 $ — $ — $ (41,971,558) Class A and Class D Preferred Returns 945,297 — (945,297) — — — Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2018 Balance as of December 31, 2018 $ (13,868,589) $ — $ — $ (41,815,530) $ — $ (55,684,119) The restated unaudited interim financial information for the quarterly periods ended September 30, 2021, June 30, 2021, March 31, 2021, September 30, 2020, June 30, 2020 and March 31, 2020, is included in Note 30, “Quarterly Financial Information (Unaudited)”. |
Going Concern and Liquidity_2
Going Concern and Liquidity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Going Concern And Liquidity [Line Items] | ||
Going Concern and Liquidity | Note 3: Going Concern and Liquidity The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced losses since its inception and had losses of $ 903,105,939 for the three-month periods ended June 30, 2022 and $29,464,410 for the three-month periods ended June 30, 2021. Such losses were primarily the result of goodwill impairment loss, net increases in certain non-cash expenses including depreciation and amortization, stock-based compensation, mark-to-market adjustments for warrants and premium deficiency reserves as well as costs incurred in adding new members, building relationships with physician partners and payors, and developing new services. The Company anticipates operating losses and negative cash flows to continue for the foreseeable future as it continues to grow membership. As of June 30, 2022, and December 31, 2021, the Company had $63,145,379 and $140,477,586, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company’s capital requirements will depend on many factors, including the pace of our growth, ability to manage medical costs, the maturity of our members, and our ability to raise capital, and the Company will need to use available capital resources and/or raise additional capital earlier than currently anticipated. When the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities in order to reduce costs, which will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. As a result of these matters, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. | Note 3: Going Concern and Liquidity The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced losses since its inception and had losses of $ 57,937,929 for the 2021 Successor Period (See Note 4), $ 146,399,938 for the 2021 Predecessor Period (See Note 4), and $ 31,411,542 for the year ended December 31, 2020. Such losses were primarily the result of costs incurred in adding new members, building relationships with physician partners and payors, and developing new services. The Company anticipates operating losses and negative cash flows to continue for the foreseeable future as it continues to grow membership. As of December 31, 2021, and December 31, 2020, the Company had $140,477,586 and $36,261,104, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company’s capital requirements will depend on many factors, including the pace of our growth, ability to manage medical costs, the maturity of our members, and our ability to raise capital, and the Company will need to use available capital resources and/or raise additional capital earlier than currently anticipated. When the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities in order to reduce costs, which will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. As a result of these matters, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Significant Accounting Polic_13
Significant Accounting Policies | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the private warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 2, 2021 and December 31, 2020. Cash Held in Trust Account At December 2, 2021, substantially all of the assets held in the Trust Account were held cash. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 2, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice simulation approach (see Note 11). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using 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 that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 2, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception The effective tax rate differs from the statutory tax rate of 21% for the year ended December 2, 2021 due to the valuation allowance recorded on the Company’s net operating losses and permanent differences. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,819,167 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from For the Period from January 1, August 20, 2020 (Inception) 2021 through through December 2, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (24,805,124) $ — $ — $ (2,286) Denominator: Basic and diluted weighted average stock outstanding 29,692,013 — — 6,875,000 Basic and diluted net loss per common stock $ (0.84) $ — $ — $ (0.00) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | ||
P3 Health Partners Inc. | |||
Significant Accounting Policies | Note 4: Significant Accounting Policies Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company, and its subsidiaries, all of which are controlled by the Company through majority voting control, and variable interest entities for which the Company is the primary beneficiary. As more fully described in Note 25 “Variable Interest Entities”, the Company is the primary beneficiary of the following physician practices (“Network”): ● Kahan, Wakefield, Abdou, PLLC (“KWA”) ● Bacchus, Wakefield, Kahan, PC (“BACC”) ● P3 Health Partners Professional Services PC ● P3 Medical Group, P.C. ● P3 Health Partners California, P.C. All intercompany accounts and transactions have been eliminated in consolidation. Variable Interest Entities (“VIE” or “VIEs”) Management analyzes whether the Company has any financial interests in VIEs. This analysis includes a qualitative review based on an evaluation of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. Accounting Standards Codification (“ASC”) Topic 810, Consolidation Segment Reporting The Company presents the financial statements by segment in accordance with ASC Topic No. 280, Segment Reporting and adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), as defined in the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company has one reportable segment, which reflects how the CODM manages the Company. Management’s Use of Estimates Preparation of these condensed consolidated financial statements and accompanying footnotes, in conformity with U.S. GAAP, requires Management to make estimates and assumptions that could affect amounts reported here. Management bases its estimates on the best information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID 19. See Note 23 “Commitments and Contingencies” for further discussion on the impact of COVID-19. The areas where significant estimates are used in these accompanying condensed consolidated financial statements include revenue recognition, the liability for unpaid claims, unit-based and share-based compensation, premium deficiency reserves (“PDR”), fair value and impairment recognition of long-lived assets (including intangibles and goodwill), fair value of acquired assets and liabilities in Business Combinations, fair value of liability classified instruments and judgments related to deferred income taxes. Actual results could differ from those estimates. Earnings (Loss) per Share and Member Unit Basic and diluted net loss per share attributable to common stockholders in the Successor Period is presented in conformity with the two-class method required for participating securities. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of Public Warrants, Private Placement Warrants, restricted shares and escrow shares. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company analyzed the calculation of net loss per member unit for the Predecessor Period and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, net loss per member unit information has not been presented for the Predecessor Periods. Cash and Restricted Cash Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at banks. Accounts at each institution are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”). At June 30, 2022 and December 31, 2021, the Company maintained its cash in bank deposit accounts that, at times, may have exceeded FDIC insured limits. Management does not expect any losses to occur on such accounts. At June 30, 2022 and December 31, 2021, the Company had unrestricted cash of $63,145,379 and $140,477,586, respectively, deposited at banking institutions which are subject to the FDIC insured limit. Successor June 30, 2022 December 31, 2021 Unrestricted $ 63,145,379 $ 140,477,586 Restricted 753,920 356,286 Total Cash Balances $ 63,899,299 $ 140,833,872 Restricted Cash is that which is held for a specific purpose (such as payment of partner distributions and legal settlements) and is thus not available to the Company for immediate or general business use. Restricted Cash appears as a separate line item on the Company’s condensed consolidated balance sheets. The following table provides a reconciliation of cash and restricted cash reported on the condensed consolidated balance sheet at June 30, 2021, that sum to the total of these items reported in the condensed consolidated statements of cash flows. Predecessor June 30, 2021 Unrestricted $ 16,322,893 Restricted 223,872 Total Cash Balances $ 16,546,765 Revenue Recognition and Revenue Sources The Company categorizes revenue based on various factors such as the nature of contracts and order to billing arrangements as follows: Successor Predecessor Three Months Ended Three Months Ended June 30, 2021 Revenue Type June 30, 2022 % of Total (As Restated) % of Total Capitated Revenue $ 267,102,466 99.1 % $ 141,560,867 97.9 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 264,624 0.1 % 1,286,863 0.9 % Shared Risk Revenue 55,154 0.0 % 202,011 0.1 % Care Coordination / Management Fees 762,067 0.3 % 971,605 0.7 % Incentive Fees 1,269,660 0.5 % 565,098 0.4 % Total Other Patient Service Revenue 2,351,505 0.9 % 3,025,577 2.1 % Total Revenue $ 269,453,971 100 % $ 144,586,444 100 % Successor Predecessor Six Months Ended Six Months Ended June 30, 2021 Revenue Type June 30, 2022 % of Total (As Restated) % of Total Capitated Revenue $ 536,787,281 98.9 % $ 290,525,057 98.2 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 2,146,877 0.4 % 2,108,627 0.7 % Shared Risk Revenue 55,154 0.0 % 202,011 0.1 % Care Coordination / Management Fees 2,683,173 0.5 % 1,848,400 0.6 % Incentive Fees 1,325,820 0.2 % 1,200,291 0.4 % Total Other Patient Service Revenue 6,211,024 1.1 % 5,359,329 1.8 % Total Revenue $ 542,998,305 100 % $ 295,884,386 100 % The following table depicts the health plans from which the Company has a concentration of revenue that is 10.0% or more: Successor Predecessor Three Months Ended Three Months Ended June 30, 2021 Plan Name June 30, 2022 % of Total (As Restated) % of Total Health Plan C $ 54,392,897 20.2 % $ 18,412,847 12.7 % Health Plan B 45,818,789 17.0 % 33,449,667 23.2 % Health Plan A 48,047,307 17.8 % 39,119,191 27.1 % Health Plan D 36,013,196 13.4 % 27,231,621 18.8 % All Other 85,181,782 31.6 % 26,373,118 18.2 % Total Revenue $ 269,453,971 100 % $ 144,586,444 100 % Successor Predecessor Six Months Ended Six Months Ended June 30, 2021 Plan Name June 30, 2022 % of Total (As Restated) % of Total Health Plan C $ 109,714,073 20.2 % $ 37,693,084 12.7 % Health Plan B 93,838,172 17.3 % 67,034,039 22.7 % Health Plan A 93,285,372 17.2 % 77,813,676 26.3 % Health Plan D 72,876,157 13.4 % 54,925,880 18.6 % All Other 173,284,531 31.9 % 58,417,707 19.7 % Total Revenue $ 542,998,305 100 % $ 295,884,386 100 % Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Capitated Revenue The Company contracts with health plans using an at-risk (shared savings) model. Under the at-risk model, the Company is responsible for the cost of all covered services provided to members assigned by the health plans to the Company in exchange for a fixed premium payment, which generally is a percentage of the payment based on health plans’ premiums received from CMS. Through this capitation arrangement, the Company stands ready to provide assigned Medicare Advantage beneficiaries all their medical care via the Company’s directly employed and affiliated physician/specialist network. The premiums health plans receive are determined via a competitive bidding process with CMS and are based on the costs of care in local markets and the average utilization of services by patients enrolled. Medicare pays capitation using a “risk adjustment model”, which compensates providers based on the health status (acuity) of each individual patient. Medicare Advantage plans with higher acuity patients receive higher premiums. Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after final data is compiled. The Company generally estimates transaction prices using the most likely methodology. Amounts are only included in the transaction price to the extent any significant uncertainty of reversal on cumulative revenue will not occur and is, furthermore, resolved. In certain contracts, PMPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. Capitated revenues are recognized based on an estimated PMPM transaction price to transfer the service for a distinct increment of the series (e.g. month) and is recognized net of projected acuity adjustments and performance incentives or penalties as Management cannot reasonably estimate the ultimate PMPM payment of those contracts. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. The capitation amount is subject to possible retroactive premium risk adjustments based on the member’s individual acuity. There were no premium risk adjustments recorded in 2021 or the first two quarters in 2022 as related to prior years. As the period between the time of service and time of payment is typically one year or less, Management elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company’s contracts with health plans may include core functions and services for managing assigned patients’ medical care. The combination of those services is offered as one “single solution” (“bundle”). Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patients-customers can change month over month. The Company does not offer nor price each individual function as a standalone a la carte service to health plans. However, the addition or exclusion of certain services may be negotiated and reflected in each health plan’s specific total percent of the premium (“POP”). At June 30, 2022 and December 31, 2021, the Company had POP contracts in effect with 20 health plans (across 5 states) and 17 health plans (across 4 states), respectively. Each month, in accordance with contractual obligations (for non-delegated health plans; e.g. - those for which the Company has not been delegated for claims processing), each plan funds a medical claims payment reserve equal to a defined percentage of premium attributable to members assigned to the Company. In turn, the Company administers and funds medical claims for contractually covered services, for assigned health plan members, from that health plan’s reserve. On a quarterly or monthly basis, health plans conduct a settlement of the reserve to determine any surplus or deficit amount. The reconciliation and distribution of the reserve occur within 120 days following the end of each quarter. An annual settlement reconciliation and distribution from all funds occurs within twenty-one At June 30, 2022, and December 31,2021, health plan receivables and health plan settlement payables , by health plan, by year, were as follows: Health Plan Receivables Successor June 30, 2022 December 31, 2021 Health Plan A $ 4,296,896 $ 4,695,712 Health Plan B 24,371,497 15,473,828 Health Plan C 32,543,742 1,380,752 Health Plan D 13,749,578 6,651,586 Health Plan E 517,654 2,439,046 Health Plan F 1,435,258 2,925,751 Health Plan G 19,890 239,375 Health Plan H 3,795,423 2,185,619 Health Plan I 1,504,353 1,134,750 Health Plan J 317,704 149,915 Health Plan K 666,312 2,705,147 Health Plan L 260,317 899,560 Health Plan M 3,310,581 1,747,116 Health Plan N 1,596,377 974,092 Health Plan O 2,696,375 666,291 Health Plan P 415,688 106,162 Health Plan Q 351,090 61,990 Health Plan R 4,426,655 3,578,682 Health Plan S 600,639 — Health Plan T 2,198,285 2,175,324 Health Plan U 723,797 60,306 Health Plan W 8,299 — Total Health Plan Receivables $ 99,806,410 $ 50,251,004 Health Plan Settlement Payables Successor June 30, 2022 December 31, 2021 Health Plan A $ 109,085 $ — Health Plan B 11,700,274 11,700,274 Health Plan D — 3,882,250 Health Plan F 5,144,469 6,085,425 Health Plan G 885,194 776,164 Health Plan I (147,868) (215,626) Health Plan O 16,552 (39,151) Health Plan U 226,209 226,209 Health Plan V 88,480 133,149 Total Health Plan Settlement Payables $ 18,022,395 $ 22,548,694 At June 30, 2022, and December 31, 2021, Management has deemed the Company’s settlement receivables to be fully collectible from those health plans where the Company is not delegated for claims processing. Accordingly, a constraint on the variable consideration associated with settlement receivables is not necessary. Other Patient Service Revenue(s) - Clinical Fees and Insurance Revenue Clinic fees and insurance revenues relate to net patient fees received from various payers and direct patients (“self-payers”) under contracts in which the Company’s sole performance obligation is to provide healthcare services through the operation of medical clinics. The Company recognizes clinic fees and insurance revenue in the period in which services are provided, on the date of service, under FFS payment arrangements, revenue is recognized on the date of service. The Company’s performance obligations are typically satisfied in the same day services are provided. All the Company’s contracts with its customers under these arrangements include a single performance obligation. The Company’s contractual relationships with patients, in most cases, also involve third-party payers (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through state-sponsored health insurance exchanges). Transaction prices for services provided are dependent upon specific rules in place with third party payers - specifically, Medicare/Medicaid and pre-negotiated rates with managed care health plans and commercial insurance companies. Contractual arrangements with third parties typically include payments at amounts which are less than standard charges. These charges generally have predetermined rates for diagnostic service codes or discounted FFS rates. Management perpetually reviews the Company’s contractual estimation processes to consider and incorporate updates to laws, regulations and frequent changes in the managed care system. Contractual terms are negotiated and updated accordingly upon renewal. The Company’s revenue is based upon the estimated amounts Management expects to receive from patients and third-party payers. Estimates of explicit price concessions under managed care and commercial insurance plans are tied to payment terms specified in related contractual agreements. Retroactively calculated explicit price concessions tied to reimbursement agreements with third-party payers are recognized on an estimated basis in the period related services are rendered and adjusted in future periods as final payments are received. Revenue related to uninsured patients, uninsured co-payments, and deductibles (for patients with healthcare coverage) may also be discounted. The Company records implicit price concessions (based on historical collection experience) related to uninsured accounts to recognize self-pay revenues at their most likely amounts to be collected. The Company deems FFS revenue to be variable consideration and that its estimates of associated transaction prices will not result in a significant revenue reversal in the future. Based on satisfaction of single performance obligations occurring on the dates of service, revenue is recognized as of the date services are provided. The Company, therefore, applies a portfolio approach to recognizing revenue from its FFS contracts. Management has elected two of the available practical expedients provided for by ASC 606. First, the Company did not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expensed all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. Other Patient Service Revenue(s) - Shared Risk Revenue P3 LLC (via one of its wholly owned subsidiaries - P3 Health Partners ACO, LLC “AzCC”) receives 30% of the shared risk savings from parties with whom it contracts under four separate arrangements. These arrangements are driven solely by medical cost containment year-over-year (“YoY”) expense reductions. This key performance indicator (“KPI”) is measured by the aggregate change in per member per year (“PMPY”) medical costs. If the sequential YoY PMPY aggregate change yields a reduction, the Company receives 30% of the associated total cost savings for that year. Conversely, if the sequential YoY PMPY aggregate change yields an increase in medical costs, no monies are due the Company that year. This KPI is compiled and reviewed on a calendar year basis. The Company recognizes shared risk revenue only upon the receipt of cash. Therefore, the likelihood of any significant revenue reversal in the future is non-existent. Other Patient Service Revenue(s) - Care Coordination Fees and Management Fees The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or Management Fee to the Company. CCFs and Management Fees are intended to fund the costs of delegated services provided to certain health plans. CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties. None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so. The Company uses a portfolio approach to account for CCFs and Management Fees. Based on similarities of the terms of the care coordination and administrative services, Management believes that revenue recognized by utilizing the portfolio approach approximates that which it would have realized if an individual contract approach were applied. Patient Fees Receivable Substantially, all client fees and insurance receivables are due under FFS contracts with third party payors, such as commercial insurance companies (“Commercial”), government-sponsored healthcare programs (“Medicare/ Medicaid”) or directly from patients (“Self-Pay”). Management continuously monitors activities from payors (including patients) and records an estimated price concession based on specific contracts and actual historical collection patterns. Patient fees receivable, where a third-party payor is responsible for the amount due, are carried at amounts determined by the original charges for services provided less implicit and explicit price concessions. Price concessions represent amounts made for contractual adjustments (discounts). Patient fees receivable is included in Clinic Fees and Insurance Receivables in the Company’s condensed consolidated balance sheets and are recorded net of contractual allowances. Patient fees receivable are recorded at the invoiced amount, net of any expected contractual adjustments and implicit price concessions, and do not bear interest. The Company has agreements with third-party payors that provide for payments at amounts different from the established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Patient service revenues are reported at the estimated net realizable amounts from patients, third-party payors, and others for services rendered. Contractual adjustments arising under reimbursement arrangements with third- party payors are accrued on an estimated basis in the period the related services are rendered and are adjusted in future periods as final settlements are determined. Implicit price concessions are taken based on historical collection experience and reflect the estimated amounts the Company expects to collect. Goodwill In accordance with ASC 350, Intangibles - Goodwill and Other Intangible Assets Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired asset, as well as its commitment to support these assets through continued investment and legal infringement protection. The Company reviews intangible assets, for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the asset exceeds its fair value and the impaired asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. Fair Value Measurements The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | Note 4: Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) . As a result of the Business Combinations, for accounting purposes, Foresight is the acquirer and P3 Health Group Holdings, LLC, which was renamed P3 Health Group, LLC (“P3 LLC”), is the accounting acquiree and predecessor. The financial statement presentation includes the financial statements of P3 LLC as “Predecessor” for the periods prior to the Closing Date (the “Predecessor Period(s)”) and of the Company as “Successor” for the periods after the Closing Date (the “Successor Period(s)”), including the consolidation of P3 LLC. The Successor Period includes the Company’s results of operations and cash flows for the period December 1 through December 2, 2021. As a result of the application of the acquisition method of accounting as of the Closing Date of the Business Combinations, the accompanying consolidated financial statements include a black line division that indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore, not comparable. The Company qualifies as an emerging growth company (“EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. The accounting pronouncements pending adoption as described in Note 6 “Recent Accounting Pronouncements Not Yet Adopted” reflect effective dates for the Company as an EGC with the extended transition period. Principles of Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company, and its subsidiaries, all of which are controlled by the Company through majority voting control and variable interest entities for which the Company is the primary beneficiary. As more fully described in Note 28 “Variable Interest Entities”, the Company is the primary beneficiary of the following physician practices (the “Network”): ● Kahan, Wakefield, Abdou, PLLC (“KWA”) ● Bacchus, Wakefield, Kahan, PC (“BACC”) ● P3 Health Partners Professional Services, P.C. ● P3 Medical Group, P.C. ● P3 Health Partners California, P.C. All intercompany accounts and transactions have been eliminated in consolidation. Variable Interest Entities (“VIE” or “VIEs”) Management analyzes whether the Company has any financial interests in VIEs. This analysis includes a qualitative review based on an evaluation of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. ASC 810 , Segment Reporting The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting Management’s Use of Estimates Preparation of these consolidated financial statements and accompanying footnotes, in conformity with GAAP, requires Management to make estimates and assumptions that could affect amounts reported here. Management bases its estimates on the best information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. See Note 26 “Commitments and Contingencies” for further discussion on the impact of COVID-19. The areas where significant estimates are used in these accompanying consolidated financial statements include revenue recognition, the liability for unpaid claims, unit-based compensation, premium deficiency reserves, fair value and impairment recognition of long-lived assets (including intangibles and goodwill), fair value of acquired assets and liabilities in business combinations, share-based compensation, fair value of liability classified instruments and judgments related to deferred income taxes. Actual results could differ from those estimates. Earnings (Loss) per Share and Member Unit Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of Public Warrants, Private Placement Warrants, restricted shares and escrow shares. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company analyzed the calculation of net loss per member unit for Predecessor Periods 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. Cash and Restricted Cash Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at banks. Accounts at each institution are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”). In 2021 and 2020, the Company maintained its cash in bank deposit accounts that, at times, may have exceeded FDIC insured limits. Management does not expect any losses to occur on such accounts. At December 31, 2021 and 2020, the Company had unrestricted cash of $140,477,586 and $36,261,104, respectively, deposited at banking institutions which are subject to the FDIC insured limit. Successor Predecessor December 31, December 31, 2021 2020 Checking $ 140,477,586 $ 36,261,104 Restricted 356,286 3,641,843 Total Cash Balances $ 140,833,872 $ 39,902,947 Restricted Cash is that which is held for a specific purpose (such as payment of partner distributions and legal settlements) and is thus not available to the Company for immediate or general business use. Restricted Cash appears as a separate line item on the Company’s consolidated balance sheets. The following table provides a reconciliation of cash and restricted cash on the balance sheet of the predecessor period at December 2, 2021, December 31, 2020, and December 31, 2019 that sum to the total of these items reported in the statement of cash flows. Predecessor December 2, December 31, December 31, 2021 2020 2019 Checking $ 5,300,842 $ 36,261,104 $ 32,592,496 Restricted 54,095 3,641,843 312,352 Total Cash Balances $ 5,354,937 $ 39,902,947 $ 32,904,848 Revenue Recognition and Revenue Sources The Company categorizes revenue based on various factors such as the nature of contracts and order to billing arrangements as follows: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, Revenue Type 2021 % of Total 2021 % of Total 2020 % of Total 2019 % of Total Capitated Revenue $ 57,224,539 97 % $ 567,735,297 98 % $ 480,739,577 98 % $ 139,332,707 96 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 750,675 2 % 4,318,074 1 % 3,364,504 1 % 3,312,107 2 % Shared Risk Revenue 180,558 0 % 601,509 0 % 1,111,466 0 % 932,301 1 % Care Coordination / Management Fees 600,175 1 % 5,880,397 1 % 5,614,539 1 % 1,893,553 1 % Incentive Fees 6,450 0 % 67,141 0 % 233,439 0 % 11,444 0 Total Other Patient Service Revenue 1,537,858 3 % 10,867,121 2 % 10,323,948 2 % 6,149,405 4 % Total Revenue $ 58,762,397 100 % $ 578,602,418 100 % $ 491,063,525 100 % $ 145,482,112 100 % The following table depicts the health plans from which the Company has a concentration of revenue that is 10.0% or more: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, Plan Name 2021 % of Total 2021 % of Total 2020 % of Total 2019 % of Total Health Plan A $ 11,664,112 20 % $ 139,289,079 24 % $ 147,906,495 30 % $ — — Health Plan B 12,757,714 22 % 126,460,232 22 % 112,384,330 23 % 13,557,771 9 % Health Plan C 6,156,558 10 % 71,061,602 12 % 66,237,074 13 % 27,788,287 19 % Health Plan D 10,337,160 18 % 114,496,751 20 % 62,683,829 13 % 6,106,544 4 % Health Plan E 1,820,518 3 % 22,249,245 4 % 28,880,247 6 % 39,265,322 27 % Health Plan F 2,446,094 4 % 26,670,388 5 % 24,521,349 5 % 26,703,364 18 % Health Plan G — — % 264,006 — % 22,646,251 5 % 20,157,166 14 % All Other 13,580,241 23 % 78,111,115 13 % 25,803,950 5 % 11,903,658 9 % Total Revenue $ 58,762,397 100 % $ 578,602,418 100 % $ 491,063,525 100 % $ 145,482,112 100 % Revenue Recognition The Company follows the accounting requirements of ASC 606, Revenue from Contracts with Customers The principles of ASC 606 are generally applied using the following five steps: 1. Identify the contract(s) with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) the entity satisfies a performance obligation. The guidance requires disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized. The Company initially applied the standard on January 1, 2019, using the modified retrospective adoption method, and elected to apply the modified retrospective method only to contracts that were not completed as of this date. Additionally, the Company utilized the portfolio approach to group contracts together with similar characteristics for the adoption analysis. Capitated Revenue The Company contracts with health plans using an at-risk (shared savings) model. Under the at-risk model, the Company is responsible for the cost of all covered services provided to members assigned by the health plans to the Company in exchange for a fixed premium payment, which generally is a percentage of the payment (“POP”) based on health plans’ premiums received from CMS. Through this capitation arrangement, the Company stands ready to provide assigned Medicare Advantage beneficiaries all their medical care via the Company’s directly employed and affiliated physician/specialist network. The premiums health plans receive are determined via a competitive bidding process with CMS and are based on the costs of care in local markets and the average utilization of services by patients enrolled. Medicare pays capitation using a “risk adjustment model”, which compensates providers based on the health status (acuity) of each individual patient. Medicare Advantage plans with higher acuity patients receive higher premiums. Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after final data is compiled. The Company generally estimates transaction prices using the most likely methodology. Amounts are only included in the transaction price to the extent any significant uncertainty of reversal on cumulative revenue will not occur and is, furthermore, resolved. In certain contracts, PMPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. Capitated revenues are recognized based on an estimated PMPM transaction price to transfer the service for a distinct increment of the series (e.g. month) and is recognized net of projected acuity adjustments and performance incentives or penalties as Management cannot reasonably estimate the ultimate PMPM payment of those contracts. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. The capitation amount is subject to possible retroactive premium risk adjustments based on the member’s individual acuity. In 2019, the Company recorded $150,681 of additional revenue related to prior year premium risk adjustments. There were no premium risk adjustments recorded in 2021 and 2020 as related to prior years. As the period between the time of service and time of payment is typically one year or less, Management elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company’s contracts with health plans may include core functions and services for managing assigned patients’ medical care. The combination of those services is offered as one “single solution” (“bundle”). Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patients-customers can change month over month The Company does not offer nor price each individual function as a standalone a la carte service to health plans. However, the addition or exclusion of certain services may be negotiated and reflected in each health plan’s specific total POP. At December 31, 2021, 2020 and 2019, the Company had POP contracts in effect with 17 health plans (across 4 states), 12 health plans (across 4 states) and 7 health plans (across 2 states), respectively. Each month, in accordance with contractual obligations (for non-delegated health plans; e.g. those for which the Company has not been delegated for claims processing), each plan funds a medical claims payment reserve equal to a defined percentage of premium attributable to members assigned to the Company. In turn, the Company administers and funds medical claims for contractually covered services, for assigned health plan members, from that health plan’s reserve. On a quarterly or monthly basis, health plans conduct a settlement of the reserve to determine any surplus or deficit amount. The reconciliation and distribution of the reserve occur within 120-days following the end of each quarter. An annual settlement reconciliation and distribution from all funds occurs within twenty-one months following each year-end. As of December 31, health plan receivables and health plan settlement payables, by health plan, by year, were as follows: Health Plan Receivables Successor Predecessor December 31, December 31, Health Plan Name 2021 2020 Health Plan A $ 4,695,712 $ 5,732,221 Health Plan B 15,473,828 15,316,696 Health Plan C 1,380,752 7,332,687 Health Plan D 6,651,586 6,863,270 Health Plan E 2,439,046 2,194,209 Health Plan F 2,925,751 3,222,247 Health Plan G 239,375 2,735,562 Health Plan H 2,185,619 878,866 Health Plan I 1,134,750 17,908 Health Plan J 149,915 285,730 Health Plan K 2,705,147 4,569 Health Plan L 899,560 378,822 Health Plan M 1,747,116 — Health Plan N 974,092 — Health Plan O 666,291 — Health Plan P 106,162 — Health Plan Q 61,990 — Health Plan R 3,578,682 — Health Plan T 2,175,324 — Health Plan U 60,306 — Total Health Plan Receivables $ 50,251,004 $ 44,962,787 Health Plan Settlement Payables Successor Predecessor December 31, December 31, Health Plan Name 2021 2020 Health Plan B $ 11,700,274 $ — Health Plan C — 1,928,414 Health Plan D 3,882,250 4,680,185 Health Plan F 6,085,425 6,125,681 Health Plan G 776,164 1,008,495 Health Plan I (215,626) — Health Plan O (39,151) — Health Plan U 226,209 — Health Plan V 133,149 — Total Health Plan Settlement Payables $ 22,548,694 $ 13,742,775 At December 31, 2021 and 2020, Management has deemed the Company’s settlement receivables to be fully collectible from those health plans where the Company is not delegated for claims processing. Accordingly, a constraint on the variable consideration associated with settlement receivables was not necessary. Other Patient Service Revenue(s) – Clinical Fees and Insurance Revenue Clinic fees and insurance revenues relate to net patient fees received from various payers and direct patients (“self-payers”) under contracts in which the Company’s sole performance obligation is to provide healthcare services through the operation of medical clinics. The Company recognizes clinic fees and insurance revenue in the period in which services are provided. Under FFS payment arrangements, revenue is recognized on the date of service. The Company’s performance obligations are typically satisfied in the same day services are provided. All the Company’s contracts with its customers under these arrangements include a single performance obligation. The Company’s contractual relationships with patients, in most cases, also involve third-party payers (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through state-sponsored health insurance exchanges). Transaction prices for services provided are dependent upon specific rules in place with third party payers – specifically, Medicare/Medicaid and pre-negotiated rates with managed care health plans and commercial insurance companies. Contractual arrangements with third parties typically include payments at amounts which are less than standard charges. These charges generally have predetermined rates for diagnostic service codes or discounted FFS rates. Management perpetually reviews the Company’s contractual estimation processes to consider and incorporate updates to laws, regulations and frequent changes in the managed care system. Contractual terms are negotiated and updated accordingly upon renewal. The Company’s revenue is based upon the estimated amounts Management expects to receive from patients and third-party payers. Estimates of explicit price concessions under managed care and commercial insurance plans are tied to payment terms specified in related contractual agreements. Retroactively calculated explicit price concessions tied to reimbursement agreements with third-party payers are recognized on an estimated basis in the period related services are rendered and adjusted in future periods as final payments are received. Revenue related to uninsured patients, uninsured co-payments, and deductibles (for patients with healthcare coverage) may also be discounted. The Company records implicit price concessions (based on historical collection experience) related to uninsured accounts to recognize self-pay revenues at their most likely amounts to be collected. The Company deems FFS revenue to be variable consideration and that its estimates of associated transaction prices will not result in a significant revenue reversal in the future. Based on satisfaction of single performance obligations occurring on the dates of service, revenue is recognized as of the date services are provided. The Company, therefore, applies a portfolio approach to recognizing revenue from its FFS contracts. Management has elected two of the available practical expedients provided for by ASC 606. First, the Company did not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expensed all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. Other Patient Service Revenue(s) – Shared Risk Revenue P3 LLC (via one of its wholly owned subsidiaries — P3 Health Partners ACO, LLC “AzCC”) receives 30% of the shared risk savings from parties with whom it contracts under four separate arrangements. These arrangements are driven solely by medical cost containment year-over-year (“YoY”) expense reductions. This key performance indicator (“KPI”) is measured by the aggregate change in PMPY (per member, per year medical costs). If the sequential YoY PMPY aggregate change yields a reduction, the Company receives 30% of the associated total cost savings for that year. Conversely, if the sequential YoY PMPY aggregate change yields an increase in medical costs, no monies are due the Company that year. This KPI is compiled and reviewed on a calendar year basis. The Company recognizes shared risk revenue only upon the receipt of cash. Therefore, the likelihood of any significant revenue reversal in the future is low. Other Patient Service Revenue(s) – Care Coordination Fees and Management Fees The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or Management Fee to the Company. CCFs and Management Fees are intended to fund the costs of delegated services provided to certain health plans. CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties. None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so. The Company uses a portfolio approach to account for CCFs and Management Fees. Based on similarities of the terms of the care coordination and administrative services, Management believes that revenue recognized by utilizing the portfolio approach approximates that which it would have realized if an individual contract approach were applied. Patient Fees Receivable Substantially, all client fees and insurance receivables are due under FFS contracts with third party payors, such as commercial insurance companies (“Commercial”), government-sponsored healthcare programs (“Medicare/ Medicaid”) or directly from patients (“Self-Pay”). Management continuously monitors activities from payors (including patients) and records an estimated price concession based on specific contracts and actual historical collection patterns. Patient fees receivable, where a third-party payor is responsible for the amount due, are carried at amounts determined by the original charges for services provided less implicit and explicit price concessions. Price concessions represent amounts made for contractual adjustments (discounts). Patient fees receivable is included in Clinic Fees and Insurance Receivables in the Company’s consolidated balance sheets and are recorded net of contractual allowances. Patient fees receivable are recorded at the invoiced amount, net of any expected contractual adjustments and implicit price concessions, and do not bear interest. The Company has agreements with third-party payors that provide for payments at amounts different from the established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Patient service revenues are reported at the estimated net realizable amounts from patients, third-party payors, and others for services rendered. Contractual adjustments arising under reimbursement arrangements with third- party payors are accrued on an estimated basis in the period the related services are rendered and are adjusted in future periods as final settlements are determined. Implicit price concessions are taken based on historical collection experience and reflect the estimated amounts the Company expects to collect. Property and Equipment Property and equipment is carried at acquisition cost, net of accumulated depreciation. Costs for repairs and maintenance of property and equipment, after such property and equipment has been placed in service, are expensed as incurred. Costs and related accumulated depreciation are eliminated when property and equipment is sold or otherwise disposed. Sales and disposals may result in asset- specific gains or losses. Any such gains or losses are included as a component of net income (loss). Management computes and records depreciation using the straight-line method. Lease terms range from one Classification Depreciation Cycle Leasehold Improvements (Cycle: Lease Term) 1 to 10 Years Furniture & Fixtures 7 Years Computer Equipment 3 Years Medical Equipment 7 Years Software 3 Years Software (Development in Process) N/A ASC 350-40, Internal Use Software Computer software is considered for internal use when it is developed or purchased for the internal usage and needs of the organization only. Beginning in 2018, the Company began the project build of its own proprietary technology to serve core functions of its business operations such as revenue and medical cost analysis, care management and various facets that promote impactful utilization. At December 31, 2021 and 2020, the Company has categorized $2,433,470 and $2,794,221, respectively to property and equipment for these software costs (specifically to work in progress). The Company’s internally-developed technology has been and is continuing to be designed to standardize the availability of quality data used across the enterprise. The technology requires several components of external input from health plans served by the Company, its provider network and member-patient populations. As internally developed technology is deemed “substantially complete”, it is placed into service and depreciated over three years. In 2021 and 2020, $2,087,022 and $534,931 of capitalized costs was placed into service. Any, and all, costs associated with internally developed technology, following deployment are expensed directly to the Company’s consolidated statements of operations, as incurred. Fair Value Measurements The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Impairment of Long-Lived Assets In accordance with ASC 360, Property, Plant, and Equipment Goodwill In accordance with ASC 350, Intangibles – Goodwill and Other , Management tests goodwill for impairment at the reporting unit level. The Company has one reporting unit for the goodwill impairment testing purposes. Goodwill is tested for impairment on an annual basis in the fourth quarter, or more frequently if events or changes in circumstances indicate the carrying value of goodwill may not be recoverable (a “triggering event”). On the occurrence of a triggering event, an entity has the option to first assess qualitative factors to determine whether a quantitative impairment test is necessary. If it is more likely than not that goodwill is impaired, the fair value of the reporting unit (the Company) is compared with its carrying value. An impairment charge is recognized for the amount by which the carrying amount exceeds the fair value, provided, the loss recognized cannot exceed the total amount of goodwill. No goodwill impairment charges were recorded in 2021, 2020 and 2019. See Note 11 “Goodwill.” Intangible Assets Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired asset, as well as its commitment to support these assets through continued investment and legal infringement protection. The Company reviews intangible assets, for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the asset exceeds its fair value and the impaired asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. Leases The Company accounts for leases in accordance with ASC 842, Leases Some of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company does not currently have any finance leases. The Company’s lease agreements contain variable payments for common area maintenance and utilities. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non-lease component charges. The Company does not have significant residual value guarantees or restrictive covenants in its lease portfolio. Business Combinations In accordance with ASC 805, Business Combinations Equity-Based Compensation Unit-Based Compensation Prior to the Business Combinations, P3 Health Group Holdings had granted unit-based awards to certain non-employee Board directors and officers of P3 Health Group Holdings, in the form of non-vested units (the “Incentive Units”). All awards of Incentive Units were equity-classified and measured on the fair value of the award on the date of grant. For equity awards that vest subject to the satisfaction of service-based conditions, compensation cost is measured at the grant date fair value and compensation cost is recognized on a straight-line basis over the requisite service period, which varies by award. For equity awards that vest subject to the satisfaction of performance-based conditions, compensation cost is measured based on the grant date fair value. The Company evaluates the probability of achieving each performance-based condition at each reporting date and recognizes compensation cost when it is deemed probable that the performance-based condition will be met on an accelerated basis over the requisite service period, which varies by award. There have been no issuances of grant awards under the legacy P3 Health Group Holdings incentive program since the Business Combinations. Any future grants will be made under the 2021 Incentive Award Plan. The Company accounts for forfeitures as they occur. As P3 LLC is a subsidiary of the Company, the Company consolidates compensation cost recognized by P3 LLC in its consolidated financial statements. Stock-based compensation is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. The Company estimates the fair value of equity grants using the Black-Sholes option pricing model. The assumptions used in estimating the fair value of these awards, such as expected term, expected dividend yield, volatility, and risk-free interest rate represent management’s best estimates and involve inherent uncertainties and the application of management’s |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements Adopted | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Recent Accounting Pronouncements Adopted | Note 5: Recent Accounting Pronouncements Adopted ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”) ASU 2021-04 requires issuers to account for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. The Company adopted ASU 2014-04 in the first quarter of 2022 on a prospective basis. The adoption of this standard did not have a material effect on the Company’s condensed consolidated financial statements and related disclosures. ASU 2021-10, Government Assistance (Topic 8352), Disclosures by Business Entities about Government Assistance (“ASU 2021-10”) In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-10. ASU 2021-10 requires annual disclosures about transactions with a government entity that are accounted for by applying a grant or contribution accounting model including (i) information about the nature of the transactions and the related accounting policy used to account for the transaction; (ii) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item; and (iii) significant terms and conditions of the transactions, including commitments and contingencies. ASU 2021-10 is effective for annual periods beginning after December 15, 2021. The Company adopted the ASU prospectively on January 1, 2022. The adoption of this standard did not have a material effect on the Company’s condensed consolidated financial statements and related disclosures. | Note 5: Recent Accounting Pronouncements Adopted ASU 2017-04, Intangible – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) In the fourth quarter of 2021, the Company adopted ASU 2017-04 on a prospective basis. The primary provision of ASU 2017-04 was to simplify the subsequent measurement of goodwill whereby the test for impairment of goodwill consists of comparing the fair value of the reporting unit to the carrying value of the reporting unit. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; provided, the loss recognized cannot exceed the total amount of goodwill allocated to the reporting unit. The income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss are considered. See Note 11 “Goodwill” for a summary of the Company’s 2021 assessment of goodwill. |
Recent Accounting Pronounceme_4
Recent Accounting Pronouncements Not Yet Adopted | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Recent Accounting Pronouncements Not Yet Adopted | Note 6: Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | Note 6: Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt: Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call-Options In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Business Combinations_2
Business Combinations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Business Acquisition [Line Items] | ||
Business Combinations | Note 7: Business Combinations Foresight Business Combinations On December 3, 2021, the Company entered into the Business Combinations described in Note 1 “Organization and Basis of Presentation.” The Business Combinations represent a forward merger and is accounted for using the acquisition method of accounting under which P3 Health Group Holdings, LLC is treated as the acquired company for financial reporting purposes. This determination is based primarily on the following facts: (i) The Company is the sole managing member of P3 LLC subsequent to the consummation of the Business Combinations, and the managing member conducts, directs and exercises full control over all activities of P3 LLC. The non-managing members of P3 LLC do not have substantive kick-out or participating rights; and (ii) No one predecessor stakeholder of P3 had a controlling interest in P3 before or has a controlling interest in the combined company after the Business Combination. The Business Combination is not a transaction between entities under common control. These factors support the conclusion that the Company acquired a controlling interest in P3 LLC and is the accounting acquirer. For accounting purposes, the accounting acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or voting interest model pursuant to ASC 810. If the acquiree is a variable interest entity, the primary beneficiary would be the accounting acquirer. The Company is the primary beneficiary of P3 LLC, which is a variable interest entity, since it has the power to direct the activities of P3 LLC that most significantly impact P3 LLC’s economic performance through its role as the sole managing member. Therefore, the Company is the accounting acquirer of P3 LLC and the Business Combinations should be accounted for using the acquisition method. Under the acquisition method of accounting, Foresight’s assets and liabilities are recorded at carrying value and the assets and liabilities associated with P3 LLC are recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The acquisition method of accounting is based on ASC Topic 805, Business Combinations ASC 820 defines fair value, establishes a framework for measuring fair value, and sets forth a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to develop the fair value measurements. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for a non-financial asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective, and it is possible that other professionals applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. As a result of the Business Combinations, P3 LLC, which represents substantially all of the economic activity of the Company, is a subsidiary of the Company. Since the Company is the sole managing member of P3 LLC following the Business Combinations, the P3 LLC Units held by P3 Equity holders are classified as Redeemable Noncontrolling Interests in the Company’s financial statements for financial reporting purposes. An allocation of net income or loss representing the percentage of ownership of P3 LLC not controlled by the Company, will be attributed to the Redeemable Noncontrolling Interests in the Company’s statement of operations. Upon the completion of the Business Combinations, the Company entered into a Tax Receivable Agreement (“TRA”) with certain of the P3 Equity holders and P3 LLC. The TRA provides for the payment to the P3 Equity holders of 85% of the income tax benefits, if any, that are actually realized. At the completion of the Business Combinations, the Company did not record a TRA liability related to the tax savings it would realize from the utilization of such tax benefits after concluding it is not probable that such a liability would be paid based on its estimates of future taxable income, consistent with the Company’s conclusion that it is not more-likely-than-not to realize its deferred tax assets. See Note 16 “Income Taxes” for further information. The following summarizes the purchase price consideration: Successor December 31, Foresight 2021 Equity $ 80,300,733 Fair Value of Non-controlling Interest 1,807,427,576 Stock Compensation Pre-combination Services 26,313,476 Cash Consideration 18,405,083 Payment of P3 Health Group Holdings, LLC’s Transaction Costs 19,151,752 Total Purchase Consideration $ 1,951,598,620 The Company recorded the allocation of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the Closing Date. The allocation reflects the fair value of assets and liabilities associated with the Company’s other acquisitions in 2021 which occurred in the Predecessor period described below with the exception of Medcore Health Plan, Inc. (“Medcore HP”) and Omni IPA Medical Group, Inc. (“Omni”), which occurred in the Successor Period. The aggregate purchase price consideration for the P3 LLC acquisition has been allocated as follows: Purchase Price Allocation Amounts Assets Acquired: Cash $ 5,300,842 Restricted Cash 54,095 Health Plan Settlement Receivables 47,733,033 Clinic Fees and Insurance Receivables, Net 426,064 Other Receivables 1,880,939 Prepaid Expenses and Other Current Assets 938,413 Property and Equipment, Net 7,875,234 Intangible Assets, Net: Customer Relationships 684,000,000 Provider Network 3,700,000 Trademarks 147,700,000 Goodwill 1,278,452,778 Notes Receivable 3,734,012 Right of Use Assets 6,870,279 Total Assets Acquired $ 2,188,665,689 Liabilities Assumed: Accounts Payable and Accrued Expenses $ 25,819,091 Accrued Payroll 2,868,664 Health Plans Settlements Payable 25,007,542 Claims Payable 76,031,460 Premium Deficiency Reserve 11,559,067 Accrued Interest 9,268,846 Current Portion of Long-Term Debt 301,443 Lease Liability 6,210,956 Long-Term Debt, Net of Current Portion 80,000,000 Total Liabilities Assumed $ 237,067,069 Net Assets Acquired $ 1,951,598,620 Goodwill represents the excess of the purchase price over the fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and expected future market opportunities. $3.8 million of goodwill recognized in the Business Combinations is expected to be deductible for tax purposes. See Note 16 “Income Taxes”. The useful life of acquired definite lived intangible assets is 10 years. Other Acquisitions On December 27, and December 31, 2021, respectively, the Company acquired 100% of the outstanding equity of Medcore HP and the net assets of Omni The Company also purchased three other medical practices during the Predecessor Period of 2021 for a total net cash purchase price of $4,989,000. As referenced above, the assets acquired and liabilities assumed in these acquisitions was included in the purchase consideration and allocation for the Business Combinations. Goodwill represents the excess of the purchase price over the fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and expected future market opportunities. $8.1 million of goodwill recognized in the Business Combinations is expected to be deductible for tax purposes. The aggregate purchase price consideration of the other acquisitions in 2021 has been allocated as follows: Purchase Price Allocation Successor Period Predecessor Period Assets Acquired: Cash $ 20,547,337 $ 3,000 Restricted Cash 302,187 — Health Plan Settlement Receivables 5,754,006 — Clinic Fees and Insurance Receivables, Net 141,186 — Other Receivables 726,378 — Prepaid Expenses and Other Current Assets 1,189,575 — Property and Equipment, Net 113,436 5,896 Intangible Assets, Net: Customer Relationships — 2,045,604 Pay or Contracts 4,700,271 — Provider Network 1,100,000 — Trademarks 900,000 — Medical Licenses 700,000 — Goodwill 31,297,438 2,934,500 Total Assets Acquired $ 67,471,814 $ 4,989,000 Liabilities Assumed: Accounts Payable and Accrued Expenses $ 150,196 $ — Accrued Payroll 277,074 — Health Plans Settlements Payable 133,149 — Claims Payable 26,898,074 — Total Liabilities Assumed 27,458,493 — Net Assets Acquired $ 40,013,321 $ 4,989,000 Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisition of P3 Health Group Holdings, LLC and the Medcore Acquisition had occurred on January 1, 2021. The unaudited pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, transaction expenses, accelerated vesting of equity compensation and income attributable to non-controlling interest holders. Six Months Ended June 30, 2021 (Unaudited) Total Operating Revenue $ 369,698,137 Net Profit $ (173,796,294) Net Loss Attributable to Non-controlling Interest $ (143,555,739) Net Loss Attributable to Controlling Interest $ (30,240,555) The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical condensed consolidated financial statements of the Company, the Company's Predecessor Periods and the Company's Successor Period. The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the P3 Health Group Holdings, LLC acquisition, assuming the acquisition had occurred on January 1, 2021, including the following: 1) 2) | Note 7: Business Combinations Foresight Business Combinations On December 3, 2021, the Company entered into the Business Combinations described in Note 1 “Company Operations.” The Business Combinations represent a forward merger and is accounted for using the acquisition method of accounting under which P3 Health Group Holdings is treated as the acquired company for financial reporting purposes. This determination is based primarily on the following facts: (i) The Company is the sole managing member of P3 LLC subsequent to the consummation of the Business Combinations, and the managing member conducts, directs and exercises full control over all activities of P3 LLC. The non-managing members of P3 LLC do not have substantive kick-out or participating rights; and (ii) No one predecessor stakeholder of P3 had a controlling interest in P3 before or has a controlling interest in the combined company after the Business Combinations. The Business Combinations is not a transaction between entities under common control. These factors support the conclusion that the Company acquired a controlling interest in P3 LLC and is the accounting acquirer. For accounting purposes, the accounting acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or voting interest model pursuant to ASC 810. If the acquiree is a variable interest entity, the primary beneficiary would be the accounting acquirer. The Company is the primary beneficiary of P3 LLC, which is a variable interest entity, since it has the power to direct the activities of P3 LLC that most significantly impact P3 LLC’s economic performance through its role as the sole managing member. Therefore, the Company is the accounting acquirer of P3 LLC and the Business Combinations should be accounted for using the acquisition method. Under the acquisition method of accounting, Foresight’s assets and liabilities are recorded at carrying value and the assets and liabilities associated with P3 LLC are recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The acquisition method of accounting is based on ASC Topic 805 , Business Combinations Fair Value Measurements ASC 820 defines fair value, establishes a framework for measuring fair value, and sets forth a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to develop the fair value measurements. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for a non-financial asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective, and it is possible that other professionals applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. As a result of the Business Combinations, P3 LLC which represents substantially all of the economic activity of the Company became a subsidiary of the Company. Since the Company is the sole managing member of P3 LLC following the Business Combinations, the P3 LLC Units held by P3 Equityholders are classified as Redeemable Non-controlling Interests in the Company’s financial statements for financial reporting purposes. An allocation of net income or loss representing the percentage of ownership of P3 LLC not controlled by the Company will be attributed to the Redeemable Non-controlling Interests in the Company’s statement of operations. Upon the completion of the Business Combinations, the Company entered into a Tax Receivable Agreement with certain of the P3 Equityholders and P3 LLC. The Tax Receivable Agreement provides for the payment to the P3 Equityholders of 85% of the income tax benefits, if any, that are actually realized. At the completion of the Business Combinations, the Company did not record a Tax Receivable Agreement liability related to the tax savings it would realize from the utilization of such tax benefits after concluding it is not probable that such a liability would be paid based on its estimates of future taxable income, consistent with the Company’s conclusion that it is not more-likely-than-not to realize its deferred tax assets. See Note 14 “Tax Receivable Agreement” for further information. The following summarizes the purchase price consideration: Successor December 31, 2021 Foresight Equity $ 80,300,733 Fair Value of Non-controlling Interest 1,807,427,576 Stock Compensation Pre-combination Services 26,313,476 Cash Consideration 18,405,083 Payment of P3 Health Group Holdings, LLC’s Transaction Costs 19,151,752 Total Purchase Consideration $ 1,951,598,620 The Company recorded the allocation of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the Closing Date. The allocation reflects the fair value of assets and liabilities associated with the Company’s other acquisitions in 2021 Predecessor Period described below with the exception of Medcore Health Plan, Inc. and Omni IPA Medical Group, Inc., which occurred in the Successor Period. The aggregate purchase price consideration for the P3 LLC acquisition has been allocated as follows: Assets Acquired: Cash $ 5,300,842 Restricted Cash 54,095 Health Plan Settlement Receivables 47,733,033 Clinic Fees and Insurance Receivables, Net 426,064 Other Receivables 1,880,939 Prepaid Expenses and Other Current Assets 938,413 Property and Equipment, Net 7,875,234 Intangible Assets, Net: Customer Relationships 684,000,000 Provider Network 3,700,000 Trademarks 147,700,000 Goodwill 1,278,452,778 Notes Receivable, Net 3,734,012 Right of Use Assets 6,870,279 Total Assets Acquired 2,188,665,689 Liabilities Assumed: Accounts Payable and Accrued Expenses 25,819,091 Accrued Payroll 2,868,664 Health Plans Settlements Payable 25,007,542 Claims Payable 76,031,460 Premium Deficiency Reserve 11,559,067 Accrued Interest 9,268,846 Current Portion of Long-Term Debt 301,443 Lease Liability 6,210,956 Long-Term Debt, Net of Current Portion 80,000,000 Total Liabilities Assumed 237,067,069 Net Assets Acquired $ 1,951,598,620 Goodwill represents the excess of the purchase price over the fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and expected future market opportunities. $3.8 million of goodwill recognized in the Business Combinations is expected to be deductible for tax purposes. See Note 17 “Income Taxes.” The useful life of acquired definite lived intangible assets is 10 years. Other Acquisitions On December 31, and December 27, 2021, respectively, the Company acquired 100% of the outstanding equity of Medcore Health Plan, Inc. (“Medcore HP”) and the net assets of Omni IPA Medical Group, Inc The Company also purchased three other medical practices during the Predecessor Period of 2021 for a total net cash purchase price of $4,989,000. As referenced above, the assets acquired and liabilities assumed in these acquisitions was included in the purchase consideration and allocation for the Business Combinations. Goodwill represents the excess of the purchase price over the fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and expected future market opportunities. $8.1 million of goodwill recognized in the Business Combinations is expected to be deductible for tax purposes. The aggregate purchase price consideration of the other acquisitions in 2021 has been allocated as follows: Successor Predecessor Period Period Assets Acquired: Cash $ 20,547,337 $ 3,000 Restricted Cash 302,187 — Health Plan Settlement Receivables 5,754,006 — Clinic Fees and Insurance Receivables, Net 141,186 — Other Receivables 726,378 — Prepaid Expenses and Other Current Assets 1,189,575 — Property and Equipment, Net 113,436 5,896 Intangible Assets, Net: Customer Relationships — 2,045,604 Payor Contracts 4,700,271 — Provider Network 1,100,000 — Trademarks 900,000 — Medical Licenses 700,000 — Goodwill 31,297,438 2,934,500 Total Assets Acquired 67,471,814 4,989,000 Liabilities Assumed: Accounts Payable and Accrued Expenses 150,196 — Accrued Payroll 277,074 — Health Plans Settlements Payable 133,149 — Claims Payable 26,898,074 — Total Liabilities Assumed 27,458,493 — Net Assets Acquired $ 40,013,321 $ 4,989,000 Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Business Combinations, and the Medcore Acquisition had occurred on January 1, 2020. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. Year Ended Year Ended December 31, December 31, 2021 2020 (Unaudited) (Unaudited) Total Operating Revenue $ 793,447,211 $ 615,487,335 Net Loss $ (259,282,984) $ (198,926,617) Net Loss Attributable to Non-controlling Interest $ (214,167,745) $ (164,313,386) Net Loss Attributable to Controlling Interest $ (45,115,239) $ (34,613,231) The proforma financial information presented above has been derived from the historical consolidated financial statements of the Company, the Company’s Predecessor Periods and the Company’s Successor Period. The Successor and Predecessor Periods for the year ended December 31, 2021 have been combined. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, transaction expenses, accelerated vesting of equity compensation, debt discount amortization and income attributable to non-controlling interest holders. The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the P3 Health Group Holdings, LLC acquisition, assuming the acquisition had occurred on January 1, 2020, including the following: 1) Transaction costs of approximately $39.4 million are assumed to have occurred on January 1, 2020 and are recognized as if incurred on January 1, 2020. 2) The acceleration of certain stock-based awards of $2.4 million are assumed to have occurred on January 1, 2020 and are recognized as if incurred on January 1, 2020. |
Fair Value Measurements and H_7
Fair Value Measurements and Hierarchy | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Fair Value Measurements and Hierarchy | NOTE 11 —FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 2, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 2, Description Level 2021 Liabilities: Warrant Liability - Public Warrants 1 12,860,834 Warrant Liability - Private Placement Warrants 3 288,925 Warrant Liability - Underwriter Warrants 3 63,500 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and remeasured on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Measurement The Company utilizes a Cox-Ross-Rubenstein lattice model to value the warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 3, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement and December 3, 2021 (Private Placement Warrants only): February 12, 2021 (Initial Measurement) December 3, 2021 Risk-free interest rate 0.56 % 1.13 % Trading days per year 252 252 Expected volatility 17.8 % 21.0 % Exercise price $ 11.50 $ 11.50 Stock Price $ 9.65 $ 9.48 On February 12, 2021, the fair value of the Private Placement Warrants and Public Warrants were determined to be $1.05 and $1.03 per warrant for aggregate values of $0.2 million and $10.8 million, respectively. On December 2, 2021, the fair value of the Private Placement Warrants and Public Warrants were determined to be $1.22 and $1.27 per warrant for aggregate values of $0.3 million and $12.8 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 12, 2021 (including over-allotment) 280,875 10,857,917 11,138,792 Change in valuation inputs or other assumptions $ 71,550 $ 2,002,917 $ 2,074,467 Fair value as of December 2, 2021 $ 352,425 $ 12,860,834 $ 13,213,259 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $12,860,834 during the period from February 12, 2021 through December 2, 2021. | ||
P3 Health Partners Inc. | |||
Class of Warrant or Right [Line Items] | |||
Fair Value Measurements and Hierarchy | Note 8: Fair Value Measurements and Hierarchy See Note 4 “Significant Accounting Policies” for a summary of the Company’s policies relating to fair value measurements. The following table presents the carrying amounts of the Company’s financial instruments as of June 30, 2022 and December 31, 2021, respectively: Successor June 30, 2022 December 31, 2021 Financial assets: Cash $ 63,145,379 $ 140,477,586 Restricted cash 753,920 356,286 Clinics fees and insurance receivables, net 1,931,291 1,090,104 Other receivables 261,935 726,903 Financial liabilities: Accounts payable and accrued expenses 20,693,070 17,730,683 Warrants liabilities 5,429,009 11,382,826 The book value of cash, clinic fees and insurance receivables, net, other receivables, and accounts payable and accrued expenses approximate fair value because of the short maturity and high liquidity of these instruments. Liabilities for private placement warrants are measured at fair value using Level 3 inputs. The following table represents the Company’s fair value hierarchy for its financial liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021: Level 1 Level 2 Level 3 Total Warrant liability as of June 30, 2022 $ 5,270,834 $ — $ 158,175 $ 5,429,009 Warrant liability as of December 31, 2021 10,880,550 — 502,276 11,382,826 The key Level 3 inputs into the option pricing model as of June 30, 2022 relating to the Private Placement Warrants to purchase Class A Common Stock were as follows: Volatility 65.00 % Risk-Free Interest rate 3.00 % Exercise Price $ 11.50 Expected Term 4.4 Years The key Level 3 inputs into the option pricing model as of December 31, 2021 relating to the Private Placement Warrants to purchase Class A Common Stock were as follows: Volatility 60.00 % Risk-Free Interest rate 1.26 % Exercise Price $ 11.50 Expected Term 4.9 Years Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the warrants would each result in a directionally similar change in the estimated fair value of the Company’s warrant liabilities. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock and, as such, there is no change in the estimated fair value of the warrant liabilities due to the dividend assumption. The following tables set forth a summary of changes in the fair value of the Company’s Level 3 fair value measurements for the periods indicated: Successor Predecessor Six Months Ended June Six Months Ended June 30, 2022 30, 2021 Beginning Balance of Private Warrant Liability $ 502,276 $ 6,316,605 Mark-to-Market Adjustment for Stock Warrants (344,101) 10,661,579 Ending Balance of Private Warrant Liability $ 158,175 $ 16,978,184 | Note 8: Fair Value Measurements and Hierarchy See Note 4 “Significant Accounting Policies” for a summary of the Company’s policies relating to fair value measurements. The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2021 and 2020: Successor Predecessor December 31, December 31, 2021 2020 Financial Assets: Cash $ 140,477,586 $ 36,261,104 Restricted Cash $ 356,286 $ 3,641,843 Clinics Fees and Insurance Receivables, Net $ 1,090,104 $ 675,954 Other Receivables $ 726,903 $ 146,117 Financial Liabilities: Accounts Payable and Accrued Expenses $ 17,730,683 $ 11,793,125 Liability for Warrants $ 11,382,826 $ 6,316,605 The book value of cash, clinic fees and insurance receivables, net, other receivables, and accounts payable and accrued expenses approximate fair value because of the short maturity and high liquidity of these instruments. Liabilities for private placement warrants are measured at fair value using Level 3 inputs. The key Level 3 inputs into the option pricing model as of December 31, 2020 related to the Class D warrants to purchase Class D Shares were as follows: Volatility 65.0 % Risk-Free Interest rate 0.10 % Exercise Price $ 4.68 Expected Term 1.1 Years The key Level 3 inputs into the option pricing model as of December 31, 2021 relating to the Private Placement Warrants to purchase Class A Common Stock were as follows: Volatility 60.0 % Risk-Free Interest rate 1.26 % Exercise Price $ 11.50 Expected Term 4.9 Years Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the warrants would each result in a directionally similar change in the estimated fair value of the Company’s warrant liabilities. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock and, as such, there is no change in the estimated fair value of the warrant liabilities due to the dividend assumption. The following tables set forth a summary of changes in the fair value of the Company’s Level 3 fair value measurements for the periods indicated: Successor Predecessor December 3, 2021 through Year December 31, January 1, 2021 Ended 2021 through December (Private December 2, 2021 31, 2020 Placement (Class D (Class D Warrants) Warrants) Warrants) Beginning Balance $ 793,650 $ 6,316,605 $ N/A Issuance of Class D Warrants — — 6,316,605 Mark-to-Market Adjustment for Stock Warrants (291,374) 7,664,869 — Ending Balance $ 502,276 $ 13,981,474 $ 6,316,605 |
Patient Fees Receivable_2
Patient Fees Receivable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Patient Fees Receivable | Note 9: Patient Fees Receivable Patient fees receivable is included in Clinic Fees and Insurance Receivables in the Company’s condensed consolidated balance sheets and consisted of the following categories for each of the periods ending June 30, 2022 and December 31, 2021 presented below: Successor June 30, 2022 December 31, 2021 Total Receivables: Gross $ 2,698,072 $ 2,641,182 Less: Contractual Allowances (2,129,238) (1,968,750) Receivables Net of Contractual Allowances $ 568,834 $ 672,432 | |
P3 Health Partners Inc. | ||
Disaggregation of Revenue [Line Items] | ||
Patient Fees Receivable | Note 9: Patient Fees Receivable Patient fees receivable is included in Clinic Fees and Insurance Receivables in the Company’s consolidated balance sheets and consisted of the following categories for each of the years ending December 31, presented below: Successor Predecessor December 31, December 31, 2021 2020 Total Receivables: Gross $ 2,641,182 $ 1,041,300 Less: Contractual Allowances (1,968,750) (791,837) Receivables Net of Contractual Allowances $ 672,432 $ 249,463 Commercial $ 362,851 $ 85,504 Medicare / Medicaid 280,265 116,220 Self Pay 29,316 47,739 Receivables Net of Contractual Allowances $ 672,432 $ 249,463 |
Property and Equipment_2
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | Note 10: Property and Equipment The Company’s property and equipment balances as of June 30, 2022 and December 31, 2021 consisted of the following: Successor June 30, 2022 December 31, 2021 Leasehold Improvements $ 1,582,725 $ 1,537,091 Furniture & Fixtures 1,360,095 1,108,184 Computer Equipment & Software 2,703,230 2,700,617 Medical Equipment 414,100 414,100 Software (Development in Process) 3,533,823 2,433,470 Other 36,788 36,788 9,630,761 8,230,250 Less: Accumulated Depreciation (1,337,796) (182,321) Property and Equipment, Net $ 8,292,965 $ 8,047,929 | Note 10: Property and Equipment The Company’s property and equipment balances as of December 31 consisted of the following: Successor Predecessor December 31, December 31, 2021 2020 Leasehold Improvements $ 1,537,091 $ 1,392,688 Furniture & Fixtures 1,108,184 1,150,789 Computer Equipment & Software 2,700,617 1,947,894 Medical Equipment 414,100 457,822 Software (Development in Process) 2,433,470 2,794,221 Other 36,788 — 8,230,250 7,743,414 Less: Accumulated Depreciation (182,321) (1,592,827) Property and Equipment, Net $ 8,047,929 $ 6,150,587 |
Goodwill_2
Goodwill | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Goodwill [Line Items] | ||
Goodwill | Note 11: Goodwill A summary of changes in the Company’s goodwill during the six months ended June 30, 2022 is as follows: June 30, 2022 Balance at December 31, 2021 $ 1,309,750,216 Impairment charges (851,455,754) Balance at June 30, 2022 $ 458,294,462 Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $458,294,462 and $1,309,750,216 as of June 30, 2022, and December 31, 2021. The Company did not make any new acquisitions during the six months ended June 30, 2022. However, in the second quarter of 2022, the overall market has significantly deteriorated and there’s a sustained decrease in the Company’s share price. As a result, and as required by ASC 350, the Company performed an updated interim goodwill impairment test as of June 30, 2022. The Company first assessed qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. Management noted that the steady decline in share price seen from April 1, 2022, through June 30, 2022, covers a period of 3 months. The stock is 63% lower than its opening price on December 2, 2021, and has not surpassed that price since December 15, 2021. Additionally, the Company’s share price kept declining in May 2022, which did not follow the overall rebound pattern in the healthcare industry. Thus, Management determined that it is not just market factors affecting the price and the share price performance covers a sustained period of time. In addition, the Company incurred higher than expected medical expenses due to the COVID-19 pandemic, which resulted in a decrease in adjusted EBITDA. Management concludes that, given the macroeconomic and financial market conditions, industry-specific considerations, the Company’s performance, and its sustained decrease in share price, it is more likely than not that the fair value of P3 is less than its carrying amount. As a result, Management performed an interim test of impairment using quantitative methods. When performing quantitative testing, the Company first estimates the fair values of its reporting units using a weighted combination of discounted cash flows and a market-based method. Taking into consideration the updated business outlook and current difficult market conditions, management updated the assumption for future cash flow estimation. In particular, management increased expected medical expense in cash flow projection for the goodwill impairment test, which lowered the forecast for adjusted EBITDA. Under the market approach, management estimated a fair value based on comparable companies' market multiples of revenues and EBITDA. Finally, management compared the weighted estimated fair value to the carrying amount. Based on Management’s quantitative analysis, $851.5 million goodwill impairment charges is recorded for the three-month periods ended June 30, 2022. No goodwill impairment was recorded for the six-month periods ended June 30, 2021. During the second half of the fiscal year 2022, as the Company’s goodwill impairment analysis is sensitive to market capitalization, projected revenues, and adjusted EBITDA, the Company will continue to monitor key assumptions and other factors utilized in the interim goodwill impairment analysis. | Note 11: Goodwill The following tables provide changes in goodwill for the periods indicated. Predecessor Balance at December 31, 2019 $ 741,128 Acquisitions 130,000 Balance at December 31, 2020 871,128 Acquisitions 2,934,500 Balance at December 2, 2021 $ 3,805,628 Successor Balance at December 3, 2021 (1) $ 1,278,452,778 Acquisitions 31,297,438 Balance at December 31, 2021 $ 1,309,750,216 (1) Represents the opening balance of goodwill as of December 3, 2021 due to the Business Combination Goodwill recorded in the Predecessor Period of 2021 was associated with the acquisition of three medical practices. The opening balance of goodwill at December 3, 2021 reflects the Business Combinations. Goodwill recorded in the Successor Period of 2021 was associated with the Medcore Acquisition. See Note 7 “Business Combinations.” Based on Management’s qualitative analysis, no goodwill impairment charges were recorded in the Successor Period of 2021 and the Predecessor Due to the decrease in the share price over the second quarter of 2022, the Company will record a goodwill impairment of $851.5 million as of June 30, 2022. The amount was not recorded at December 31, 2021 or March 31, 2022 as the decline in the share price was considered temporary under the ASC 350 guidance as of those dates. |
Intangible Assets_2
Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | Note 12: Intangible Assets The follow tables provide changes in other intangible assets for the six months ended June 30, 2022. Customer Provider Medical Relationships Trademarks Payor Contracts Network Licenses Total Balance at December 31, 2021 $ 678,300,000 $ 147,369,167 $ 4,700,271 $ 4,769,167 $ 700,000 $ 835,838,605 Amortization (34,200,000) (7,610,000) (235,014) (240,000) — (42,285,014) Balance at June 30, 2022 $ 644,100,000 139,759,167 4,465,257 4,529,167 700,000 793,553,591 Amortization of intangible assets is anticipated to be approximately $84 million in each of | Note 12: Intangible Assets The follow tables provide changes in intangible assets for the periods indicated. Predecessor Customer Relationships Total Balance at December 31, 2020 $ — $ — Acquisitions 2,045,604 2,045,604 Amortization (34,396) (34,396) Balance at December 2, 2021 $ 2,011,208 $ 2,011,208 Successor Customer Payor Provider Medical Relationships Trademarks Contracts Network Licenses Total Balance at December 3, 2021 (1) $ 684,000,000 $ 147,700,000 $ — $ 3,700,000 $ — $ 835,400,000 Acquisitions — 900,000 4,700,271 1,100,000 700,000 7,400,271 Amortization (5,700,000) (1,230,833) — (30,833) — (6,961,666) Balance at December 31, 2021 $ 678,300,000 $ 147,369,167 $ 4,700,271 $ 4,769,167 $ 700,000 $ 835,838,605 (1) Represents the opening balance of intangibles as of December 3, 2021 due to the Business Combination Customer relationships recorded in the Predecessor Period of 2021 were associated with the acquisition of two medical practices. The opening balance of intangible assets at December 3, 2021 reflects the Business Combinations. Intangible assets recorded in the Successor Period of 2021 was associated with the Medcore Acquisition. See Note 7 “Business Combinations.” Amortization of intangible assets is anticipated to be approximately $84.6 million in 2022 and 2023 2024 2026 Customer Payor Provider Relationships Trademarks Contracts Network Weighted average remaining useful life 9.9 years 9.9 years 10 years 9.9 years |
Notes Receivable, Net_2
Notes Receivable, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes Receivable, Net | Note 13: Notes Receivable, Net The Company entered into five Promissory Notes (the “Notes”) with three family medical practices (the “Practices”) to fund their working capital needs. The Company simultaneously entered into separate Provider Agreements with each Practice related to four of these five Notes. Each Provider Agreement establishes a preferred, predetermined reimbursement rate for services rendered to the Company’s members and requires that Practice to furnish healthcare services to the Company’s members. The Provider Agreements mature in concert with each practice’s loan. In accordance with each of these four Notes, so long as the corresponding Provider Agreement is in effect on the maturity date of each Note and has not been terminated by the borrower for any reason, the Company will forgive the entire principal, plus accrued interest due on the date of maturity. Likewise, if the Company terminates the Provider Agreement prior to maturity without cause, all principal plus accrued interest due from the borrower will be forgiven. Upon early termination of the Provider Agreement by borrower, all principal and accrued interest will become immediately payable and due the Company. Related to potential forgiveness, the Company records a valuation allowance on a straight-line basis following the early termination date through the date of maturity, due to the probable likelihood of needing to forgive the Notes at maturity, with a full valuation allowance set at the time of maturity. At June 30, 2022 and December 31, 2021, the Company has recorded notes receivable of $3,729,220 (including $150,000 current portion) and $3,590,715 including accrued interest receivable of $1,006,898 and $885,243, and net of valuation allowances of $659,958 and $526,808, respectively. The Notes carry maturity dates ranging from December 31, 2021 through December 31, 2028 with interest rates ranging from 5.0% to 10.0%. The short-term components as of June 30, 2022 and December 31, 2021, of these Notes is included in Other Receivables in the Company’s condensed consolidated balance sheets. | Note 13: Notes Receivable, Net The Company entered into five Promissory Notes (the “Notes”) with three family medical practices (the “Practices”) to fund their working capital needs. The Company simultaneously entered into separate Provider Agreements with each Practice related to four of these five Notes. Each Provider Agreement establishes a preferred, predetermined reimbursement rate for services rendered to the Company’s members and requires that Practice to furnish healthcare services to the Company’s members. The Provider Agreements mature in concert with each practice’s loan. In accordance with each of these four Notes, so long as the corresponding Provider Agreement is in effect on the maturity date of each Note and has not been terminated by the borrower for any reason, the Company will forgive the entire principal, plus accrued interest due on the date of maturity. Likewise, if the Company terminates the Provider Agreement prior to maturity without cause, all principal plus accrued interest due from the borrower will be forgiven. Upon early termination of the Provider Agreement by borrower, all principal and accrued interest will become immediately payable and due the Company. Related to potential forgiveness, the Company records a valuation allowance on a straight-line basis following the early termination date through the date of maturity, due to the probable likelihood of needing to forgive the notes at maturity, with a full valuation allowance set at the time of maturity. At December 31, 2021 and 2020, the Company has recorded notes receivable of $3,590,715 and $3,804,662, including accrued interest receivable of $885,243 and $572,382, and net of valuation allowances of $526,808 and $195,967, respectively. The Notes carry maturity dates ranging from December 31, 2021 through December 31, 2028 with interest rates ranging from 5.0% to 10.0%. Two of the Notes are included in Other Receivables in the Company’s consolidated balance sheet due to their short-term maturity dates of December 31, 2021. The Company forgave two of its notes receivable from one provider group on their maturity date of December 31, 2021. The combined principal and interest forgiven were $286,600 and $71,762, respectively, both of which were fully reserved. |
Tax Receivable Agreement
Tax Receivable Agreement | 12 Months Ended |
Dec. 31, 2021 | |
P3 Health Partners Inc. | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Tax Receivable Agreement | Note 14: Tax Receivable Agreement The Company entered into a Tax Receivable Agreement (“TRA”) with selling equity holders of P3 LLC that requires the Company to pay 85% of the tax savings that are realized as a result of (i) the Company’s direct and indirect allocable share of existing tax basis acquired in the Business Combinations, (ii) increases in the tax basis in P3 LLC’s assets as a result of the sale and exchange of the P3 LLC units for the Company’s Class A Common Stock and cash, and (iii) the Company’s utilization of certain tax attributes and of certain other tax benefits, including those attributable to payments under the TRA. The Company will retain the benefit of the remaining 15% of these cash savings. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors. Actual tax benefits realized by the Company may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment obligation under the TRA is an obligation of the Company and not of P3 LLC. The payments that we will be required to make will generally reduce the amount of the overall cash flow that might have otherwise been available, but we expect the cash tax savings we will realize from the utilization of the related tax benefits will exceed the amount of any required payments. As of December 31, 2021, the Company did not record a TRA liability related to the tax savings it would realize from the utilization of such deferred tax assets because it is not probable that such a liability would be paid based on its estimates of future taxable income, consistent with the Company’s conclusion that it is not more-likely-than-not to realize its deferred tax assets. |
Claims Payable_2
Claims Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Claims Payable | Note 14: Claims Payable Claims payable includes claims reported as of the balance sheet date, including estimates for IBNR, due to third parties for health care services provided to members. IBNR was $139,322,367 and $101,958,324 at June 30, 2022 and December 31, 2021, respectively. Activity in the liability for claims payable and healthcare expenses for the six months ended June 30, 2022 and 2021, was as follows: Successor Six Months Ended June 30, 2022 Claims Unpaid, Beginning of Period $ 101,958,324 Incurred, Related to: Current Period 468,944,879 Prior Period(s) 7,097,685 Total Incurred 476,042,564 Paid, Related to: Current Period 340,629,168 Prior Period(s) 98,049,353 Total Paid 438,678,521 Claims Unpaid Assumed in Acquisitions Claims Unpaid, End of Period $ 139,322,367 Estimates for incurred claims are based on historical enrollment and cost trends while also taking into consideration operational changes. Future and actual results typically differ from estimates. Differences could result from an overall change in medical expenses per member, changes in member mix or simply due to the addition of new members. | Note 15: Claims Payable Claims payable includes claims reported as of the balance sheet date, including estimates for IBNR, due to third parties for health care services provided to members. IBNR was $101,958,324 and $56,934,400 at December 31, 2021 and 2020, respectively. Activity in the liability for claims payable and healthcare expenses for the Periods indicated, was as follows: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended through December 31, through December 2, December 31, 2021 2021 2020 Claims Unpaid, Beginning of Period $ 76,031,460 $ 56,934,400 $ 19,859,348 Incurred, Related to: Current Period 55,148,939 525,366,213 418,103,177 Prior Period(s) 174,408 3,313,744 — Total Incurred 55,323,347 528,679,957 418,103,177 Paid, Related to: Current Period 53,366,035 453,940,969 361,512,059 Prior Period(s) 2,928,522 55,641,928 19,516,066 Total Paid 56,294,557 509,582,897 381,028,125 Claims Unpaid Assumed in Acquisitions 26,898,074 — — Claims Unpaid, End of Period $ 101,958,324 $ 76,031,460 $ 56,934,400 Estimates for incurred claims are based on historical enrollment and cost trends while also taking into consideration operational changes. Future and actual results typically differ from estimates. Differences could result from an overall change in medical expenses per member, changes in member mix or simply due to the addition of new members. |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Debt Instrument [Line Items] | ||
Debt | Note 15: Long-Term Debt On November 19, 2020, the Company entered a Term Loan and Security Agreement (the “Facility“ or “Term Loan”) with a commercial lender (“LTD-D”). The Facility was amended on December 21, 2021. The Facility provides funding up to $100,000,000, of which $65,000,000 has been drawn as of June 30, 2022. Access to additional borrowings under the Facility ended upon termination of the commitment period on February 28, 2022. Of the $65,000,000 drawn, $61,058,281 was received (net of $3,941,719 in financing costs). Upon closing of the Business Combinations on December 3, 2021, the unamortized financing costs were written off and the debt was recorded at fair value. The Facility may be used to pay certain indebtedness of the Company and for general working capital needs. Accrued interest was $3,619,054 and $2,259,588 at June 30, 2022 and December 31, 2021, respectively. The Facility includes certain restrictive covenants, including restrictions on the payment of cash dividends. Repayment of principal of all amounts drawn are due at maturity. The Company was required to meet a borrowing base milestone by demonstrating to the lenders that revenue for any three The Facility’s expected maturity date is December 31, 2025. This maturity date may be accelerated as a remedy under the certain default provisions in the agreement or in the event a mandatory prepayment trigger occurs. Interest is payable at 12.0% per annum on a quarterly cycle (in arrears) beginning March 31, 2021. Management may elect to pay the full 12.0% per annum in cash or 8.0% per annum interest in cash with the remaining 4.0% per annum being added to principal as “paid in kind” (“PIK”) for a period of three years (or twelve payments). The PIK is subject to acceleration in the event certain occurrences in the Facility’s agreement are triggered. The Facility’s Lenders also received ten-year warrants to purchase 858,351 shares of Series D Preferred Units at $4.68 per share. These warrants have been recorded as a liability in the Company’s consolidated balance sheets at fair market value and are marked to market on a quarterly basis until exercised. A discount was recorded on the debt issued for the same amount and written off upon closing of the Business Combinations. The Security Agreement provides the Lenders collateral in 100% of the Company’s pledged stock, its subsidiaries (including tangible and intangible personal property) and bank accounts. On June 7, 2020, the Company repurchased 200,000 Class C (Time-based) Units, at $0.90 per Unit from a former Executive through issuance of a long-term note (“LTD-E”). This repurchase was recognized in the Company’s consolidated balance sheets as a reduction to Members’ Deficit in the amount of $180,000 and a corresponding increase in long-term debt. LTD-E bore interest of 3.25% and fixed monthly payments of $7,757 through date of maturity. On June 7, 2022, the Company repaid all amounts outstanding under the long-term note. In 2019, the Company executed a share repurchase agreement with one of its investors (“LTD-C”) which was subsequently amended on November 19, 2020. The agreement, as amended stipulated $15.0 million originally contributed by the investor would be repaid by the earlier of June 30, 2026 or a change in control transaction. As part of this repurchase agreement, the investor exchanged its owned units back for a $15.0 million note receivable from the Company – thus, no longer holding its former equity position. The note carries interest of 11.0% per year. The principal balance, accrued interest and an exit fee of $600,000 is due at maturity. Accrued interest was $7,710,876 and $6,511,477 at June 30, 2022 and December 31, 2021, respectively. The total principal balance is included in Long-Term Debt on the Company’s consolidated balance sheets at June 30, 2022 and December 31, 2021. The following tables roll forward the long-term debt balances, including current portion, presented in the Company’s condensed consolidated balance sheets: Successor LTD-A LTD-C LTD-D LTD-E Total Balance at December 31, 2021 $ — $ 15,000,000 $ 65,000,000 $ 46,101 $ 80,046,101 Issued in 2022 — — — — — Principal Payments in 2022 — — — (46,101) (46,101) Balance at June 30, 2022 $ — $ 15,000,000 $ 65,000,000 $ — $ 80,000,000 As of June 30, 2022, for the periods presented below, the Company’s minimum payments due under debt obligations were as follows: Interest Total Cash Principal PIK Cash Interest Payments* July 1, 2022 to December 31, 2022 $ — $ 2,660,461 $ 2,788,374 $ 2,788,374 2023 — 5,624,513 5,675,461 5,675,461 2024 — 6,061,814 5,882,309 5,882,309 2025 65,000,000 6,274,526 19,518,225 84,518,225 2026 15,000,000 1,851,284 20,054,451 35,054,451 Total $ 80,000,000 $ 22,472,598 $ 53,918,820 $ 133,918,820 * Total Payments Cash and Non-Cash (PIK) Long-term debt was comprised of the following at June 30, 2022 and December 31, 2021: Successor June 30, 2022 December 31, 2021 Total Principal $ 80,000,000 $ 80,046,101 Less: Current Portion of Long-Term Debt — (46,101) Long Term Debt $ 80,000,000 $ 80,000,000 Short-Term Debt In 2021, the Company entered into short term financing agreements totaling $3,683,100 for the funding of certain insurance policies. The terms of the agreements ranged from nine ten months Third quarter 2022 $ 1,178,229 Total $ 1,178,229 | Note 16: Debt Long-Term Debt On November 19, 2020, the Company entered a Term Loan and Security Agreement (the “Facility”) with a commercial lender (“LTD-D”). The Facility was amended on December 21, 2021. The Facility provided funding up to $100,000,000, of which $65,000,000 has been drawn as of December 31, 2021. Of the $65,000,000 drawn, $61,058,281 was received (net of $3,941,719 in financing costs). Upon closing of the Business Combinations on December 3, 2021, the unamortized financing costs were written off and the debt was recorded at fair value. The Facility may be used to pay certain indebtedness of the Company and for general working capital needs. Accrued interest was $2,259,588 and $186,666 at December 31, 2021 and 2020, respectively. The Facility includes certain restrictive covenants, including restrictions on the payment of cash dividends. Repayment of principal of all amounts drawn are due at maturity. The Company’s access to additional borrowings under the Facility ended upon termination of the commitment period on February 28, 2022. The Company was required to meet a borrowing base milestone by demonstrating to the lenders that revenue for any three As of December 31, 2021, the Company was not in compliance with its Term Loan covenants related to issuance of the 2021 financial statements with an audit opinion free of a “going concern” qualification or timely filing of the 2021 financial statements. The Term Loan lenders granted (i) a waiver of the covenant under the Facility related to the existence of a “going concern” qualification in the audit opinion for our audited financial statements for the fiscal year ended December 31, 2021 and (ii) a consent to extend the deadline to provide audited financial statements for the year ended December 31, 2021 to October 21, 2022. We were in compliance with all other covenants under the Facility as of December 31, 2021. However, there can be no assurance that we will be able to maintain compliance with these covenants in the future or that the lenders under the Facility or the lenders of any future indebtedness we may incur will grant us any such waiver or forbearance in the future. The Facility’s expected maturity date is December 31, 2025. This maturity date may be accelerated as a remedy under the certain default provisions in the agreement or in the event a mandatory prepayment trigger occurs. Interest is payable at 12.0% per annum on a quarterly cycle (in arrears) beginning March 31, 2021. Management may elect to pay the full 12.0% per annum in cash or 8.0% per annum interest in cash with the remaining 4.0% per annum being added to principal as “paid in kind” (“PIK”) for a period of three years (or twelve payments). The PIK is subject to acceleration in the event certain occurrences in the Facility’s agreement are triggered. The Facility’s lenders also received ten-year warrants to purchase 858,351 shares of Series D Preferred Units at $4.68 per share. These warrants have been recorded as a liability in the Company’s consolidated balance sheets at fair market value and are marked to market on a quarterly basis until exercised. A discount was recorded on the debt issued for the same amount and written off upon closing of the Business Combinations. The Security Agreement provides the lenders collateral in 100% of the Company’s pledged stock, its subsidiaries (including tangible and intangible personal property) and bank accounts. On June 7, 2020, the Company repurchased 200,000 Class C (Time-based) Units, at $0.90 per Unit from a former Executive through issuance of a long-term note (“LTD-E”). This repurchase was recognized in the Company’s consolidated balance sheets as a reduction to Members’ Deficit in the amount of $180,000 and a corresponding increase In 2019, the Company received bridge loans (“LTD-A”) from some of its existing investors totaling $16,164,914. The bridge loans accrued interest at 12% and were scheduled to mature on November 12, 2019. All but one was repaid with proceeds raised from the issuance of Class D Units. The remaining and outstanding bridge loan balance was $1,516,598, plus accrued interest of $112,712, at December 31, 2019. This remaining and outstanding balance, plus accrued interest was fully paid in 2020. In 2019, the Company executed a share repurchase agreement with one of its investors (“LTD-C”), which was subsequently amended on November 19, 2020. The agreement, as amended stipulated $15.0 million originally contributed by the investor would be repaid by the earlier of June 30, 2026 or a change in control transaction. As part of this repurchase agreement, the investor exchanged its owned units back for a $15.0 million note receivable from the Company - thus, no longer holding its former equity position. The note carries interest of 11.0% per year. Its principal balance, accrued interest and an exit fee of $600,000 is due at maturity. Accrued interest was $6,511,477 and $3,865,740 at December 31, 2021 and 2020, respectively. The total principal balance is included in Long-Term Debt on the Company’s consolidated balance sheets at December 31, 2021 and 2020. The following tables roll forward the long-term debt balances presented in the Company’s consolidated balance sheets: Predecessor LTD-A LTD-C LTD-D LTD-E Totals Balance at December 31, 2019 $ 1,516,598 $ 15,000,000 $ — $ — $ 16,516,598 Issued in 2020 — — 40,000,000 180,000 40,180,000 Principal Payments in 2020 (1,516,598) — — (43,911) (1,560,509) Balance at December 31, 2020 — 15,000,000 40,000,000 136,089 55,136,089 Issued in 2021 — — 25,000,000 — 25,000,000 Principal Payments in 2021 — — — (82,563) (82,563) Balance at December 2, 2021 $ — $ 15,000,000 $ 65,000,000 $ 53,526 $ 80,053,526 Successor LTD-A LTD-C LTD-D LTD-E Totals Balance at December 3, 2021 (1) $ — $ 15,000,000 $ 65,000,000 $ 53,526 $ 80,053,526 Issued in 2021 — — — — — Principal Payments in 2021 — — — (7,425) (7,425) Balance at December 31, 2021 $ — $ 15,000,000 $ 65,000,000 $ 46,101 $ 80,046,101 1) Represents the opening balance of goodwill as of December 3, 2021 due to the Business Combination As of December 31, 2021 for the years presented below, the Company’s annual, minimum payments due under debt obligations are as follows: Interest Total Cash Principal PIK Cash Interest Payments* 2022 $ 46,101 $ 5,225,890 $ 5,479,398 $ 5,525,499 2023 — 5,624,513 5,675,461 5,675,461 2024 — 6,061,814 5,882,309 5,882,309 2025 65,000,000 6,274,526 19,518,225 84,518,225 2026 15,000,000 1,851,284 20,054,451 35,054,451 Total $ 80,046,101 $ 25,038,027 $ 56,609,844 $ 136,655,945 * Total Cash Payments consist of principal and cash interest. Long-term debt was comprised of the following at December 31, 2021 and 2020: Successor Predecessor December 31, 2021 December 31, 2020 Total Principal $ 80,046,101 $ 55,136,089 Less: Current Portion of Long-Term Debt (46,101) (89,988) Less: Loan Origination Fees — (3,566,718) Add: Accumulated Amortization of Loan Origination Fees — 80,237 Less: Discount for Issuance of Class D Warrants — (6,316,605) Add: Accumulated Amortization of Discount — 144,971 Long Term Debt $ 80,000,000 $ 45,387,986 Short-Term Debt In 2021, the Company entered into short term financing agreements totaling $3,683,100 for the funding of certain insurance policies. The terms of the agreements ranged from nine First quarter 2022 $ 1,178,344 Second quarter 2022 1,235,955 Third quarter 2022 1,164,262 Total $ 3,578,561 |
Income Taxes_2
Income Taxes | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Income Tax [Line Items] | |||
Income Taxes | NOTE 9 — INCOME TAX The Company’s net deferred tax assets at December 2, 2021 and 2020 is as follows: December 2, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 38,800 $ 480 Startup/Organization Expenses 4,728,629 — Total deferred tax assets, net 4,767,429 480 Valuation Allowance (4,767,429) (480) Deferred tax assets, net of valuation allowance $ — $ — The income tax provision (benefit) for the period from January 1, 2021 through December 2, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020 consists of the following: For the period from For the period from January 1, 2021 through August 20, 2020 (inception) December 2, through December 31, 2021 2020 Federal Current $ — $ — Deferred benefit (4,773,438) (480) State and Local Current — — Deferred — — Change in valuation allowance 4,773,438 480 Income tax provision $ — $ — As of December 2, 2021 and December 31, 2020, the Company had $182,476 and $2,286 of U.S. federal net operating loss carryovers available to offset future taxable income. These net operating loss carryovers do not expire and may offset up to 80% of taxable income in any given year. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 1, 2021 through December 2, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $4,773,438 and $480, respectively. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 2, December 31, 2021 2020 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrant liabilities (1.76) % 0.00 % Transaction costs incurred in connection with IPO 0.00 % 0.00 % Fair value of warrant liability in excess of proceeds from Private Placement 0.00 % 0.00 % Change in valuation allowance (19.24) % (21.00) % Income tax provision 0.00 % 0.00 % The Company files income tax returns in the U.S. federal jurisdiction. The Company’s tax returns since inception remain open to examination by the taxing authorities. | ||
P3 Health Partners Inc. | |||
Income Tax [Line Items] | |||
Income Taxes | Note 16: Income Taxes As a result of the Business Combinations, substantially all the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC. P3 LLC is treated as a partnership for U.S. federal and most applicable state and local income tax jurisdictions. As a partnership, P3 LLC is generally not subject to U.S. federal, state, and local income taxes. Any taxable income or loss generated by P3 LLC is passed through to and included within the taxable income or loss of its members in accordance with the terms of the P3 LLC A&R LLC Agreement. Prior to the Business Combinations, the income and losses of P3 LLC was passed through to its members and nontaxable to P3 LLC. The Company is taxed as a corporation and pays corporate federal, state, and local taxes on income allocated to it from P3 LLC based on the Company’s economic interest held in P3 LLC. While the Company consolidates P3 LLC for financial purposes, the Company will not be taxed on the earnings attributed to the non-controlling interests. As a result, the income tax burden on the earnings taxed on the non-controlling interests is not reported by the Company in its financial statements. To calculate the interim tax provision, at the end of each interim period, the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgements including, but not limited to, the expected operating income for the year, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. During the current quarter, the Company impaired goodwill related to the intangible asset recorded at P3 LLC in the amount of $851.5 million. The impairment reduced the book basis of the Company's investment in P3 LLC such that the recognition of a deferred tax asset on the outside book and tax basis investment difference resulted. The deferred tax asset related to the investment on P3 LLC has been simultaneously reduced fully by an increase to the recorded valuation allowance due to both cumulative losses in recent years of the Company, and the capital character for income tax purposes of the outside basis difference such that the Company would need sufficient capital character gains for income tax purposes to realize the tax over book outside basis difference. Prior to the impairment, the outside basis difference was an unrecognized deferred tax liability due to the amount of book goodwill more than tax goodwill for which a recognition exception applied. The amount of the deferred tax asset and offsetting valuation allowance related to the outside basis difference for the investment in P3 LLC is an estimated $0.6 million. No income tax expenses were incurred for the six months ended June 30, 2022 and 2021. The Company continues to be in a net operating loss and deferred tax asset position. As a result, and in accordance with accounting standards, the Company recorded a valuation allowance to reduce the value of the net deferred tax assets to zero. The Company’s effective tax rate for the six-months ended June 30, 2022 and 2021 was 0.00%. There was no uncertain tax provision nor contingencies as of June 30, 2022 and December 31, 2021. Tax Receivable Agreement Pursuant to our election under Section 754 of the Internal Revenue Code (the “Code”), we expect to obtain an increase in our share of the tax basis in the net assets of P3 LLC when its units are redeemed or exchanged. We intend to treat any redemptions and exchanges of P3 LLC units as direct purchases of the units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that we would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent the tax basis is allocated to those capital assets. The Company entered into a TRA with selling equity holders of P3 LLC that require the Company to pay 85% of the tax savings that are realized as a result of (i) the Company’s direct and indirect allocable share of existing tax basis acquired in the Business Combinations, (ii) increases in the tax basis in P3 LLC’s assets as a result of the sale and exchange of the P3 LLC units for the Company’s Class A Common Stock and cash, and (iii) the Company’s utilization of certain tax attributes and of certain other tax benefits, including those attributable to payments under the TRA. The Company will retain the benefit of the remaining 15% of these cash savings. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors. Actual tax benefits realized by the Company may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment obligation under the TRA is an obligation of the Company and not of P3 LLC. The payments that we will be required to make will generally reduce the amount of the overall cash flow that might have otherwise been available, but we expect the cash tax savings we will realize from the utilization of the related tax benefits will exceed the amount of any required payments. As a result of the Business Combinations, the potential future tax benefits are estimated to be $5.4 million, of which $4.6 million is estimated to be the associated TRA liability. As of June 30, 2022 and December 31, 2021, the Company did not record a TRA liability related to the tax savings it would realize from the utilization of such deferred tax assets because it is not probable that such a liability would be paid based on its estimates of future taxable income, consistent with the Company’s conclusion that it is not more-likely-than-not to realize its deferred tax assets. As non-controlling interest holders exercise their right to exchange their units in P3 LLC, a TRA liability may be recorded based on 85% of the estimated future tax benefits that the Company may realize as a result of increases in the tax basis of P3 LLC. The amount of the increase in the tax basis, the related estimated tax benefits, and the related TRA liability to be recorded will depend on the price of the Company’s Class A Common Stock at the time of the relevant redemption or exchange. | Note 17: Income Taxes As a result of the Business Combinations, substantially all the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC. P3 LLC is treated as a partnership for U.S. federal and most applicable state and local income tax jurisdictions. As a partnership, P3 LLC is generally not subject to U.S. federal, state, and local income taxes. Any taxable income or loss generated by P3 LLC is passed through to and included within the taxable income or loss of its members in accordance with the terms of the P3 LLC A&R LLC Agreement. Prior to the Business Combinations, the income and losses of P3 LLC were passed through to its members and nontaxable to P3 LLC. The Company is taxed as a corporation and pays corporate federal, state, and local taxes on income allocated to it from P3 LLC based on the Company’s economic interest held in P3 LLC. While the Company consolidates P3 LLC for financial purposes as a VIE, the Company will not be taxed on the earnings attributed to the non-controlling interests. As a result, the income tax burden on the earnings taxed on the non-controlling interests is not reported by the Company in its financial statements. Components of Loss Before Taxes The components of net loss before the provision for income taxes were as follows: Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 2019 Domestic $ (57,937,929) $ (146,399,938) $ (31,411,542) $ (41,971,558) Foreign — — — — Total $ (57,937,929) $ (146,399,938) $ (31,411,542) $ (41,971,558) Components of Income Tax Expense For the reasons described above, there was no provision for income taxes for the periods December 3, 2021, through December 31, 2021, January Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 2019 Tax at Federal statutory rate $ (12,166,545) $ (30,743,987) $ (6,596,424) $ (8,814,027) State taxes, net of Federal Benefit (98,755) — — — Allocable loss from investment in P3 LLC 1,550,420 — — — SPAC warrants change in fair-value (477,048) — — — Non-controlling interest and nontaxable income 8,359,391 30,743,987 6,596,424 8,814,027 Permanent book to tax differences 283 — — — Change in valuation allowance 2,832,254 — — — Total $ — $ — $ — $ — Effective tax rate — % — % — % — % Our tax rate is affected primarily by the recognition of a valuation allowance and the portion of income and expense allocated to the non-controlling interest. It is also affected by discrete items that may occur in any given year such as benefits from fair value changes in SPAC warrants. Deferred Income Taxes Deferred income taxes result from differences in the recognition of amounts for tax and financial reporting purposes, as well as operating loss and tax credit carryforwards. Significant components of our deferred income tax assets and liabilities are as follows: Successor Predecessor December 31, December 31, 2021 2020 Deferred tax assets: Investment in P3 LLC $ — $ — Net operating loss carryforwards 6,921,601 — Accrued liabilities 3,306,695 — Section 163j Interest Limitation 1,232,477 — Other deferred tax assets 3,970 — Total deferred tax assets 11,464,743 — Valuation allowance (9,621,431) — Net deferred tax assets 1,843,312 — Deferred tax liabilities: Other deferred tax liabilities (87,415) Goodwill and identifiable intangible assets (1,755,897) — Total deferred tax liabilities (1,843,312) — Net deferred tax asset $ — $ — We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. The realization of tax benefits of net deferred tax assets is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. Based on the available evidence during the year ended December 31, 2021, we believe that it is more likely than not that the tax benefits of the U.S. losses incurred will not be realized. Accordingly, we have recorded a valuation allowance against the tax benefits of the U.S. losses incurred. We intend to maintain the valuation allowance on the U.S. net deferred tax assets until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance. The valuation allowance recorded in 2021 was $9.6 million. We have recognized no deferred taxes in connection with the Medcore Acquisition. Because Medcore does not file a consolidated corporate income tax return with the Company, the deferred tax assets of Medcore are separately assessed for realizability. Based on the weight of all available evidence, including cumulative losses in recent years, we believe that it is more likely than not that the tax benefits of the deferred tax assets will not be realized. Accordingly, we have recorded a valuation allowance against the tax benefits of the acquired deferred tax assets. We have recognized no deferred taxes in connection with the Network VIEs. Because the Network VIEs do not file a consolidated corporate income tax return with the Company, the deferred tax assets are separately assessed for realizability. Based on the weight of all available evidence, including cumulative losses in recent years, we believe that it is more likely than not that the tax benefits of the deferred tax assets will not be realized. Accordingly, we have recorded a valuation allowance against the tax benefits of the related deferred tax assets. The Company has not recognized a deferred tax liability in connection with its investment in P3 LLC due to the deferred tax liability recognition exception contained within ASC 740, in circumstances where book goodwill exceeds tax-deductible of goodwill. As of December 31, 2021, we had net operating loss carryforwards of approximately $31.4 million for federal income tax purposes. Federal net operating losses have an unlimited carryforward period but utilization for a given tax year is limited to 80% of taxable income. The federal and state net operating loss carryforwards may be subject to limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986 and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. We have yet to complete a Section 382 review to determine if our tax attributes will be limited in the future. However, our federal operating loss carryforwards have an unlimited carryforward life and therefore do not expire. We will file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Generally, federal and state tax authorities provide that the statutes of limitations remain open for three or four years from the tax year in which net operating losses or tax credits are utilized. On March 11, 2021, the American Rescue Plan Act of 2021 (“American Rescue Plan Act”) was passed into law and amended portions of relevant tax laws. The American Rescue Plan Act did not have a significant impact on the provision for income taxes for the year ended December 31, 2021. Tax Receivable Agreement Pursuant to our election under Section 754 of the Internal Revenue Code (the “Code”), we expect to obtain an increase in our share of the tax basis in the net assets of P3 LLC when its units are redeemed or exchanged. We intend to treat any redemptions and exchanges of P3 LLC units as direct purchases of the units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that we would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent the tax basis is allocated to those capital assets. In connection with the Business Combinations, we entered into a TRA that provides for the payment by us of 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize, as a result of (i) increases in our share of the tax basis in the net assets of P3 LLC resulting from any redemptions or exchanges of P3 LLC, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the “TRA Payments”). We expect to benefit from the remaining 15% of any tax benefits that we may actually realize. The estimation of liability under the TRA is, by its nature, imprecise and subject to significant assumptions regarding a number of factors, including (but not limited to) the amount and timing of taxable income generated by the Company each year as well as the tax rate then applicable. As a result of the Business Combinations, the potential future tax benefits are estimated to be $5.4 million, of which $4.6 million is estimated to be the associated TRA liability. However, due to the full valuation allowance recorded by the Company, which results in no tax benefits that are to be realized related to the amortization of the step-up, no TRA liability is recorded within the Company’s Consolidated Financial Statements. As noted above, the Company has no recorded tax benefits associated with the increase in tax basis as a result of the Business Combinations. As a result, the Company determined that payments to TRA holders are not probable and no TRA liability has been recorded as of December 31, 2021. As non-controlling interest holders exercise their right to exchange their units in P3 LLC, a TRA liability may be recorded based on 85% of the estimated future tax benefits that the Company may realize as a result of increases in the tax basis of P3 LLC. The amount of the increase in the tax basis, the related estimated tax benefits, and the related TRA liability to be recorded will depend on the price of the Company’s Class A Common Stock at the time of the relevant redemption or exchange. |
Capitalization and Management_3
Capitalization and Management Incentive Units | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Preferred Units [Line Items] | ||
Capitalization and Management Incentive Units | Note 17: Capitalization and Management Incentive Units Successor Period Class A Common Stock The Company is authorized to issue 800,000,000 shares of Class A common stock with a par value of $0.0001 per share, of which 41,578,890 shares were issued and outstanding on June 30, 2022 and December 31, 2021. As discussed in the Note 7 “Business Combinations”, upon closing of the Foresight Business Combinations: ● 8,732,517 shares of Class A common stock were issued as part of the purchase consideration; ● 3,737,316 shares of Class A common stock (after redemptions) were no longer subject to redemption; ● 8,738,750 shares of Class A common stock were issued in a private placement to the Founder Holders; and ● 20,370,307 Class A common shares were issued in a private placement pursuant to subscription agreements entered into effective as of March 25, 2021 (the “PIPE Investment”). Class V Common Stock The Company is authorized to issue 205,000,000 shares of Class V common stock with a par value of $0.0001 per share. These shares have no economic value but entitle the holder to one vote per share. The holders of Common Units of P3 LLC subscribed for shares of Class V common stock on a one-for-one basis and may exchange their Common Units and Class V common stock together for Class A common stock on a one-for-one basis. All Class V common stock issued as of the Business Combinations date is subject to a 180 day lockup period. As of June 30, 2022 and December 31, 2021, there were 201,423,309 and 196,553,523 shares of Class V common stock issued outstanding Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share, of which zero shares were outstanding as of June 30, 2022 and December 31, 2021. P3 Health Group, LLC Common Units In connection with the Business Combinations, all outstanding Class A Units, Class B Units, Class C Units and Class D Units of P3 Health Group Holdings, LLC were converted into the right to receive the merger consideration, which consisted of cash and newly-issued Common Units of P3 LLC. The Common Units were issued in amounts determined in accordance with the Merger Agreement and the then-existing limited liability company agreement of P3 Health Group Holdings, LLC. Each holder of Common Units was issued shares of Class V common stock on a one-for-one basis. At June 30, 2022 and December 31, 2021, there were 243,603,813 Common Units outstanding at P3 LLC of which the Company held 41,578,890 Common Units and non-controlling interests held the remaining 202,024,923 Common Units outstanding, 601,614 and 5,471,400 of which are restricted as discussed above, respectively. Predecessor Period Prior to the Business Combinations, P3 Health Group Holdings, LLC’s capital structure consists of Class A Units, which represented commitments from the Company’s private equity sponsors; Class B Units, which represented founders common equity; Class C Units, which represented Management Incentive Units; and Class D Units, which represented an additional investment from a private equity sponsor. Class A and D Units are presented outside of permanent equity in accordance with ASC 480 due to the existence of a redemption provision that is not solely within the control of the P3 Health Group Holdings, LLC. At December 31, 2020 and June 30, 2021, there were 43,000,000 Class A Units authorized and outstanding; 6,000,000 and 8,000,000 Class B Units authorized outstanding authorized outstanding | Note 18: Capitalization and Management Incentive Units Successor Period Class A Common Stock The Company is authorized to issue 800,000,000 shares of Class A common stock with a par value of $0.0001 per share, of which 41,578,890 shares were issued ● 8,732,517 shares of Class A common stock were issued as part of the purchase consideration; ● 3,737,316 shares of Class A common stock (after redemptions) were no longer subject to redemption; ● 8,738,750 shares of Class A common stock held by the Founder Holders remained outstanding; and ● 20,370,307 shares of Class A common stock were issued in a private placement pursuant to subscription agreements entered into effective as of March 25, 2021 (the “PIPE Investment”). Class V Common Stock The Company is authorized to issue 205,000,000 shares of Class V common stock with a par value of $0.0001 per share. These shares have no economic value but entitle the holder to one vote per share. The holders of Common Units of P3 Health Group, LLC subscribed for shares of Class V common stock on a one-for-one basis and may exchange their Common Units and Class V common stock together for Class A common stock on a one-for-one basis. All Class V common stock issued as of the Business Combinations date is subject to a 180 day lockup period. As of December 31, 2021, there were 196,553,523 shares of Class V common stock issued and outstanding Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share, of which zero shares were outstanding as of December 31, 2021. P3 Health Group, LLC Common Units In connection with the Business Combinations, all outstanding Class A Units, Class B Units, Class C Units and Class D Units of P3 Health Group Holdings, LLC were converted into the right to receive the merger consideration, which consisted of cash and newly-issued Common Units of P3 Health Group, LLC. The Common Units were issued in amounts determined in accordance with the agreement and plan of merger, dated as of May 25, 2021 (as amended), by and among Foresight, P3 Health Group Holdings and FAC Merger Sub LLC, and the then-existing limited liability company agreement of P3 Health Group Holdings, LLC. Each holder of Common Units was issued shares of Class V common stock on a one-for-one basis. At December 31, 2021, there were 243,603,813 Common Units outstanding at P3 LLC of which the Company held 41,578,890 Common units and non-controlling interests held the remaining 202,024,923 Common Units outstanding, 5,471,400 of which are restricted as discussed above. Predecessor Period Prior to the Business Combinations, P3 Health Group Holdings, LLC’s capital structure consists of Class A Units, which represent commitments from the Company’s private equity sponsors, Class B Units, which represent founders common equity, Class C Units, which represented Management Incentive Units, and Class D Units, which represents an additional investment from a private equity sponsor. Class A Units At December 31, 2019, the Company had received total funding commitments from its Class A Unit holders totaling $43.0 million. Class A Units had voting rights and, whether, or not declared or approved by the Board, the holders of Class A Units were entitled to a preferred return in the amount of 8.0%, per annum (beginning on November 19, 2019). At December 31, 2020 and 2019, there were 43,000,000 Class A Units authorized and outstanding. The Class A Units were subject to possible redemption rights and have been classified in mezzanine equity. At December 31, 2021, there were zero Class A Units authorized and outstanding Class B Units Class B Units are those, that were issued to the Company’s Founders. At December 2, 2021 and December 31, 2020 and 2019, there were 19,701,492 Class B Units authorized. At December 31, 2021, there were zero Class B Units outstanding. At December 2, 2021 and December 31, 2020 and 2019, there were 19,701,492 Class B Units outstanding. Class B Units are subdivided among three tranches: Subclass B-1; Subclass B-2; and Subclass B-3. Each Subclass is described below: ● Subclass B-1 ( 10,000,000 Units): Subclass B-1 Units were entirely service based (Time-based). 20% of Subclass B-1 Units vested each year beginning on April 20, 2018 and annually thereafter until April 20, 2022. Subclass B-1 Units very closely resemble Class C Time-based Profits Interest(s) Units. ● Subclass B-2 ( 4,054,054 ): Subclass B-2 Units were entirely Performance-based. 100% of Subclass B-2 Units would vest immediately prior to and conditioned upon the occurrence of a Sale of the Company in which the Company’s EBITDA as of the date of such Sale of the Company is at least $20 million or net proceeds distributable among the Members from such Sale of the Company are at least $200 million. ● Subclass B-3 ( 5,647,438 ): Subclass B-3 Units were entirely performance-based. 100% of Subclass B-3 Units would vest immediately prior to and conditioned upon the occurrence of a Sale of the Company in which the Company’s EBITDA as of the date of such Sale of the Company is at least $30 million or net proceeds distributable among the members from such Sale of the Company are at least $300 million. Of this 19,701,492, there were 17,701,492, 6,000,000 and 4,000,000 Subclass B-1 Units vested as of December 2, 2021 and December 31, 2020 and 2019, respectively. Only vested units are presented in the consolidated statements of changes in members’ deficit. As of December 31, 2020, 4,000,000 Subclass B-1 Units remained unvested. In connection with the Business Combinations, all outstanding Class B Units were converted into the right to receive the merger consideration described above. See Note 19 “Share-Based Compensation.” Class C Units P3 Health Group Holdings, LLC maintained a Management Incentive Plan (the “Plan”), which provides for the grant of service-based and performance-based Class C Units to board managers and key employees. Subject to adjustment, a maximum aggregate of 6,845,297 Class C Units have been authorized for issuance under the Plan. Class C Units were governed by the terms of the Plan, the terms of the award agreement documenting the grant and the Limited Liability Company agreement of P3 Health Group Holdings, LLC (the “LLC Agreement”). Class C Units were intended to qualify as “Profits Interests” for Federal income tax purposes. Service-based Class C Units generally vested, except as otherwise approved by P3 Health Group Holdings, LLC’s Board, over a period of four Performance-based Class C Units would vest upon the Company’s attainment of certain Board-established milestones (thresholds). Board-established milestones were grant specific and set on the date of each Class C Unit grant. P3 Health Group Holdings, LLC Board had the right to accelerate the vesting of any Class C incentive units granted under the Plan at such times and upon such terms and conditions as may be deemed advisable, for which any determination could be made on a grant-specific basis. As of December 2, 2021 and December 31, 2020, and 2019, the number of Class C Units issued were 5,235,833 (of which 1,962,500 were vested), 5,420,833 (of which, 1,302,083 were vested) and 4,070,833 (of which 1,058,333 were vested), respectively, and only the vested units are presented in the consolidated statements of changes in members’ deficit. In connection with the Business Combinations, all outstanding Class C Units were converted into the right to receive the merger consideration described above. See Note 19 “Share-Based Compensation.” Class D Units Subject to Possible Redemption On November 14, 2019, P3 Health Group Holdings, LLC received $50.0 million in funding from Hudson Vegas Investment, SPV, LLC, an investment vehicle of The Straus Group (“Straus”) per the unit purchase agreement executed between the parties. P3 Health Group Holdings, LLC issued Straus 16,130,034 of Class D Units. Class D Units have voting rights and, accrue a preferred return in the amount of 8.0%, per annum. Of the $50.0 million received from Straus, the Company utilized $16,752,354 to settle outstanding bridge loans, plus accrued interest and $2,958,446 to settle transaction closing costs related to Class D Units. These transaction closing costs were netted against the $50.0 million in proceeds raised. There were 16,130,034 Class D Units authorized and outstanding as of December 31, 2020 and 2019. Class D units contained a provision whereby at any time after November 4, 2024, the holders of Class D Units could exercise a right that would require the Company to redeem their outstanding units for cash, if certain conditions related to a sale of the Company are not met. Upon exercise of this right, the Company would be required to redeem all the then outstanding Class D units at a price equal to the amount of proceeds that otherwise would have been received in a sale transaction. In accordance ASC 480-10-S99, Distinguishing Liabilities from Equity Prior to the Business Combinations, distributions to the unitholders of P3 Health Group Holdings, LLC were made according to the following priority: ● First, to Class D Unitholders in proportion to their unreturned contribution amounts and until each Class D Member’s unreturned contribution amount is reduced to zero. ● Second, to Class A Unitholders in proportion to their unreturned contribution amount and until each Class A Member’s unreturned contribution amount is reduced to zero. ● Third, to Class A and Class D Unitholders in proportion to their respective unpaid preferred return balances have been reduced to zero; and ● Thereafter, any remaining amounts to holders of all vested units, in proportion to their number of vested units. In connection with the Business Combinations, all outstanding Class D Units were converted into the right to receive the merger consideration described above. |
Share-Based Compensation_2
Share-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-Based Compensation | Note 18: Share-Based Compensation Successor Company Successor Awards In connection with the Business Combinations, Foresight’s Board of Directors adopted, and its stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), in order to facilitate the grant of cash and equity incentives to employees, consultants, and directors of the Company and certain affiliates. The 2021 Plan became effective on December 3, 2021. The following table sets forth a summary of Class V share-based compensation activity of the Successor Company: Weighted Weighted Average Average Grant-Date Time Based Grant-Date Performance Fair Value Units Fair Value Based Units Outstanding and non-vested at December 31, 2021 $ 9.20 5,471,400 $ — — Granted during period — — — — Vested 9.20 4,869,786 — — Cancelled/forfeited — — — — Outstanding and non-vested at June 30, 2022 $ 9.20 601,614 $ — — Profit interest awards were issued as part of the Business Combination. Time-based units vest ratably over periods of between one month and two years, so long as the optionee stays employed. The time-based units have a weighted average remaining time to vest of 0.16 years at June 30, 2022. Stock-Based Compensation Expense The Company recorded $3,715,553 and $15,426,980 of stock-based compensation cost for the three months and six months ended June 30, 2022, respectively, which is classified in Corporate, General and Administrative Expenses. As of June 30, 2022, there was $9,037,319 of unrecognized equity-based compensation cost. The Company did not recognize any tax benefits related to stock-based compensation for the six months ended June 30, 2022. The Company accounts for forfeitures of awards as they occur. Stock Options The following table summarizes stock option activities for the six months ended June 30, 2022: Weighted Average Number of Weighted Remaining Options Average Contractual Outstanding Exercise Price Life (Years) Outstanding and non-vested at December 31, 2021 — — — Granted 2,034,279 6.43 3.10 Vested 66,667 5.02 — Cancelled/forfeited — — — Outstanding and non-vested at June 30, 2022 1,967,612 6.48 2.77 The majority of the stock options issued during the period follow a time-based vesting schedule. Most stock options vest ratably over a period between two | Note 19: Share-Based Compensation Successor Company Successor Awards In connection with the Business Combinations, Foresight’s Board of Directors adopted, and its stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), in order to facilitate the grant of cash and equity incentives to employees, consultants, and directors of the Company and certain affiliates. The 2021 Plan became effective on December 3, 2021. As of December 31, 2021, the Successor Company did not issue any awards under the 2021 Plan, as the only shares outstanding at year-end are the unvested awards which were replaced with the Class V shares and Common Units. The following table sets forth a summary of Class V share-based compensation activity of the Successor Company: Weighted Weighted Average Average Grant-Date Time Based Grant-Date Performance Fair Value Units Fair Value Based Units Outstanding and non-vested at December 3, 2021 $ — — $ — — Granted on December 3, 2021 (1) 9.20 5,471,400 — — Granted during period — — — — Vested — — — — Cancelled/forfeited — — — — Outstanding and non-vested at December 31, 2021 $ 9.20 5,471,400 $ — — (1) Predecessor Company Predecessor Awards In 2017, the Predecessor Company adopted the Management Incentive Plan (the “Predecessor Equity Plan”). Under the Predecessor Equity Plan, the Predecessor Company granted awards in the form of profits interests to employees, officers, and directors or in the form of common equity to founders. The Predecessor Plan was administered by the Board of Directors which had full power and authority to select the participants to whom awards were granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award, and to determine the specific terms and conditions of each award, subject to the provisions of the Predecessor Equity Plan. Following the Business Combinations and the effectiveness of the 2021 Plan, the Predecessor Equity Plan terminated and no further awards will be made under the Predecessor Equity Plan. Class C Units Under the Predecessor Equity Plan, 6,845,297 Class C units were authorized and 5,235,833 were issued to non-employee directors and officers as of December 2, 2021. Time-based Class C units generally vested over a period of four not recognize any compensation cost related to performance-based Class C units until the Business Combinations were completed. The following tables set forth a summary of Class C profits interest activity of the Predecessor Company: Weighted Weighted Average Average Grant-Date Time Based Grant-Date Performance Fair Value Units Fair Value Based Units Outstanding and non-vested at December 31, 2018 $ 0.16 1,550,000 $ 0.03 500,000 Granted 0.13 1,125,000 0.04 1,375,000 Vested 0.15 (633,333) — — Cancelled/forfeited 0.14 (654,167) 0.07 (250,000) Outstanding and non-vested at December 31, 2019 $ 0.13 1,387,500 0.04 1,625,000 Granted 0.49 600,000 0.04 950,000 Vested 0.30 (443,750) — — Cancelled/forfeited — — — — Outstanding and non-vested at December 31, 2020 $ 0.49 1,543,750 $ 0.04 2,575,000 Granted 4.74 985,000 0.38 60,000 Vested 1.12 (660,417) — — Cancelled/forfeited 0.49 (280,000) 0.04 (950,000) Outstanding and non-vested at December 2, 2021 $ 2.66 1,588,333 $ 0.04 1,685,000 Business Combination On December 3, 2021, in connection with the Business Combinations, each Incentive Unit that was outstanding immediately prior to the effective time of the Business Combinations and that was vested (after taking into account any accelerated vesting that occurred in connection with the Business Combinations) was canceled and converted into the right to receive a portion of the merger consideration, which consisted of Common Units of P3 LLC and cash. Each outstanding Incentive Unit that was subject to time-based vesting, but had not vested immediately prior to the effective time of the Business Combinations, was converted into the right to receive a portion of the merger consideration, which merger consideration remained subject to the original vesting conditions. Pursuant to action taken by the Board of Directors in connection with the closing of the Business Combinations, all of the time-vesting Incentive Units held by two executive officers that were not vested were accelerated such that all of the merger consideration received by these executive officers was not subject to any vesting restrictions, which resulted in an acceleration of compensation cost of $2,419,678 recognized by the Predecessor Company. In total, 5,471,400 Common Units were issued in respect of unvested time-based Incentive Units held by directors, executive officers or employees, which were paired with an equal number of unvested Class V shares and remained subject to the original vesting restrictions. Certain of the performance-based Incentive Units issued to directors, executive officers and employees vested on December 3, 2021 to the extent a qualifying event was consummated and the applicable performance hurdles were achieved upon consummation of the Business Combinations, and were converted into the right to receive a portion of the merger consideration. To the extent not vested upon the consummation of the Business Combinations on December 3, 2021, each unvested performance-based Incentive Unit was forfeited without consideration. Each P3 LLC Unit received as merger consideration was paired with a share of Class V common stock issued in the Successor Company. The acquisition date fair value of the unvested profits interests attributable to post-combination services was $23,999,330 which will be expensed over the relevant vesting period by the Successor Company. The acquisition date fair value of the unvested profits interest attributable to pre-combination services was $26,313,476 and was included in consideration transferred in connection with the Business Combinations. Valuation of Equity-Based Awards The Black-Scholes-Merton option pricing model was used in both the Successor Period and Predecessor Period to value equity-based awards and determine the related compensation cost. The following table illustrates assumptions used to value all classes of awards granted for the periods indicated: FMV / Unit Valuation Volatility RF Rate Time at Grant Date 03.31.2021 60 % 0.06 % 0.90 $ 4.74 12.31.2020 65 % 0.10 % 1.10 $ 0.49 06.11.2020 45 % 0.19 % 1.70 $ 0.15 11.04.2019 45 % 1.60 % 2.30 $ 0.13 12.31.2018 40 % 2.46 % 3.10 $ 0.15 The table above assumed the risk-free interest rate estimate was based on constant maturity, which is the theoretical value of a U.S. Treasury that is based on recent values of auctioned U.S. Treasuries. The expected dividend yield was based on our expectation of not paying dividends in the foreseeable future. We calculated the expected term primarily based upon the estimated time to a liquidation event. We used company-specific historical information, guideline company information, and implied volatility information to generate the volatility assumptions. Compensation Expense Compensation costs during the periods indicated below are as follows: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, 2021 2021 2020 2019 Grant date fair value of profits interests - time-based $ 23,999,330 $ 4,669,885 $ 317,958 $ 316,000 Profits interest compensation cost - time-based $ 4,635,142 $ 3,524,277 $ 447,475 $ 474,042 Grant date fair value of profits interests - performance-based $ — $ 103,000 $ 65,000 $ 15,000 Profits interest compensation cost - performance based $ — $ 176,975 $ — $ — The Company accounts for forfeitures of awards as they occur. As of December 31, 2021, and December 31, 2020, there was $19,364,188 and $1,198,550, respectively, of unrecognized equity-based compensation cost. The cost related to the time-based awards is expected to be recognized over a weighted-average period of 0.48 years. The Company did not recognize any tax benefits related to stock-based compensation for the Successor Period ended December 31, 2021, the Predecessor Period ended December 2, 2021, and the Predecessor years ended December 31, 2020 and 2019. |
Earnings (Loss) per Share_2
Earnings (Loss) per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Earnings (Loss) per Share | Note 19: Earnings (Loss) per Share Loss per Share – Successor Period Basic earnings per share is calculated as net income divided by the average number of shares of common stock outstanding. Diluted earnings per share assumes, when dilutive, the issuance of the net incremental shares from restricted shares. The following is a reconciliation of the denominators of the basic and diluted per share computations for net income: Successor Three Months Ended June 30, Six Months Ended June 30, 2022 2022 Numerator - Basic: Net loss $ (903,105,939) $ (963,896,193) Less: Net loss attributable to Non-controlling interest (748,755,990) (798,968,740) Net loss attributable to Class A common stockholders - Basic (154,349,949) (164,927,453) Numerator - Diluted: Net loss attributable to Class A common stockholders - Basic $ (154,349,949) $ (164,927,453) Add: Net loss and tax effect attributable to Non-controlling interest (748,755,990) (798,968,740) Net loss attributable to Class A common stockholders - Diluted (903,105,939) (963,896,193) Denominator - Basic: Weighted average Class A common shares outstanding - Basic 41,578,890 41,578,890 Loss per share attributable to Class A common shareholders - Basic $ (3.71) $ (3.97) Denominator - Diluted: Weighted average Class A common shares outstanding - Basic 41,578,890 41,578,890 Weighted average effect of dilutive Class V shares 200,473,866 198,782,864 Weighted average Class A common shares outstanding - Diluted 242,052,756 240,361,754 Loss per share attributable to Class A common shareholders - Diluted $ (3.73) $ (4.01) The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive. The liability-classified Public and Private Warrants are out of the money and thus have no impact on diluted EPS: Successor As of June 30, 2022 Public Warrants 10,591,605 Private Warrants 227,500 Restricted Shares 601,614 Options 2,134,279 13,554,998 | Note 20: Earnings (Loss) per Share Loss per Share – Successor Period The following table provides the computation of net loss per share and weighted average shares of the Company’s common stock outstanding during the periods presented: Successor December 3, 2021 through December 31, 2021 Net Loss $ (57,937,929) Loss Attributable to Non-controlling Interest (47,856,729) Net Loss Attributable to Class A Common Stockholders - Basic and Diluted EPS $ (10,081,200) Weighted Average Class A Common Shares Outstanding - Basic and Diluted EPS 41,578,890 Loss per Share Attributable to Class A Common Shareholders - Basic and Diluted $ (0.24) The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive. The liability-classified Public and Private Warrants are out of the money and thus have no impact on diluted EPS. Additionally, the Company considered the potential conversion of the 196,553,523 shares Class V common stock as potentially dilutive securities. However, net loss has already been allocated to the non-controlling interests in P3 LLC who hold all of the Class V common stock. Therefore, the inclusion of the Class V common stock on an if-converted basis would not impact the diluted EPS calculation and these shares have been excluded from the table below. Successor December 3, 2021 through December 31, 2021 Public Warrants 10,541,667 Private Warrants 277,500 Restricted Shares 5,471,400 Total 16,290,567 |
Premium Deficiency Reserve ("PD
Premium Deficiency Reserve ("PDR") | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Premium Deficiency Reserve [Line Items] | ||
Premium Deficiency Reserve ("PDR") | Note 20: Premium Deficiency Reserve We assess the profitability of our at-risk share savings arrangements to identify contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future revenues, a PDR is recognized. No PDR was recorded as of December 31, 2020 given the maturing of these health plans. Management concluded a PDR of $35,021,557 and $37,835,642 existed at June 30, 2022 and December 31, 2021, which represented its estimate of probable contract losses expected to be generated by the Company’s contracts with its health plan partners. | Note 21: Premium Deficiency Reserve We assess the profitability of our at-risk share savings arrangements 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, 2020 given the maturing of these health plans. Management concluded a PDR of $37,835,642 existed at December 31, 2021, which represented its estimate of probable contract losses expected to be generated by the Company’s health plans. |
Leases_2
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Lessee, Lease, Description [Line Items] | ||
Leases | Note 21: Leases The Company leases real estate in the form of corporate office space and operating facilities. The Company additionally leases certain machinery in the form of office equipment. Generally, the term for real estate leases ranges from one one five The Company entered one new operating lease in the six months ended June 30, 2022. On June 9, 2022, the company entered into the first amendment to the lease agreement for its lease in Henderson NV. This lease amendment will expand the premises to includes three other suites in the same building and extend the term of the lease for 94 months commencing on October 1, 2022, after the original lease matured on September 30, 2022. As a result of the lease modification, ROU Asset and lease liabilities Operating lease costs are included within operating expenses on the condensed consolidated statements of operations. The Company does not have any finance leases, short-term lease costs, nor any sublease income. Successor Predecessor Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Lease costs $ 735,039 $ 563,651 Successor Predecessor Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 Lease costs $ 1,473,710 $ 1,051,963 Lease terms and discount rates consisted of the following at each of the periods presented below: Successor Predecessor Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 Weighted average remaining lease term (years) 4.91 3.31 Weighted average discount rate 11.2 % 10.4 % The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total operating and finance lease liabilities recognized on the condensed consolidated balance sheets as of the dates presented. June 30, 2022 July 1, 2022 to December 31, 2022 $ 419,351 2023 2,117,494 2024 2,716,584 2025 2,366,864 2026 1,762,184 Thereafter 3,973,507 Total Payments 13,355,984 Less: Interest (2,447,475) Present Value of Lease Liabilities $ 10,908,509 The current portions of ROU liabilities of $332,756 and $2,087,235 are included in Accounts Payable and Accrued Expenses in the Company’s condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021, respectively. | Note 22: Leases The Company leases real estate in the form of corporate office space and operating facilities. The Company additionally leases certain machinery in the form of office equipment. Generally, the term for real estate leases ranges from one one five Operating lease costs are included within operating expenses on the consolidated statements of operations. The Company does not have any finance leases, short-term lease costs nor any sublease income. Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 2019 Operating Lease Costs $ 262,395 $ 2,294,555 $ 2,018,210 $ 1,592,665 Lease terms and discount rates consisted of the following at each of the periods presented below: Successor Predecessor December 31, December 31, Year Ending December 31, 2021* 2020* Weighted Average Remaining Lease Term (Years) 5.01 3.74 Weighted Average Discount Rate 11.1 % 10.3 % * All Leases are Operating The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total operating lease liability recognized on the consolidated balance sheets as of the dates presented. Successor December 31, Year Ending December 31, 2021 2022 $ 2,882,304 2023 2,017,479 2024 1,804,823 2025 1,521,074 2026 976,170 Thereafter 1,927,098 Total Payments for Operating Leases 11,128,948 Less: Interest (2,744,830) Present Value of Operating Lease Liabilities $ 8,384,118 The current portions of ROU liabilities of $2,087,235 and $2,174,095 are included in Accounts Payable and Accrued Expenses in the Company’s consolidated balance sheets as of December 31, 2021 and December 31, 2020, respectively. Supplemental cash flows and other information related to leases for each of the periods ending December 31: Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 New Assets Obtained in Exchange for Operating Lease Liabilities $ 314,242 $ 4,073,448 $ 882,029 Operating Cash Flows Paid for Operating Leases 255,403 2,255,905 1,843,281 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
P3 Health Partners Inc. | |
Defined Benefit Plan Disclosure [Line Items] | |
Retirement Plan | Note 23: Retirement Plan The Company maintains a retirement savings 401(k) Plan the “401(k) Plan” for full-time employees. Participants may elect to contribute to the 401(k) Plan, through payroll deductions, subject to Internal Revenue Service limitations. At its discretion, the Company can make a matching contribution to the 401(k) Plan. The Company did not make any contributions to the 401(k) Plan in the Successor Period of 2021, and the Predecessor Periods |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interests | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Noncontrolling Interest [Line Items] | ||
Redeemable Non-Controlling Interests | Note 22: Redeemable Non-Controlling Interests Non-controlling interests represents the portion of P3 LLC that the Company controls and consolidates but does not own (i.e., the P3 LLC Common Units held directly by the shareholders other than the Company). The non-controlling interests represent an approximately 83% ownership in P3 LLC as of June 30, 2022. Generally, P3 LLC Common Units participate in net income or loss allocations and distributions and entitle their holder to the right, subject to the terms set forth in the limited liability agreement, to require P3 to redeem all or a portion of the Common Units held by such participant, together with a corresponding number of shares of Class V Common Stock, in exchange for Class A Common Stock or at the Company’s option, and subject to certain limitations, in cash. As the noncontrolling interest holders have approximately an 83% voting interest in P3 LLC through their Class V Common Stock and can appoint most of the initial members to the Board of Directors, the ability to elect cash settlement upon redemption is outside of the control of the Company. The P3 LLC Common Units held by outside shareholders have been classified as redeemable noncontrolling interest in the Company. The cash redemption feature is considered outside of the control of the Company for the reason described above. Therefore, in accordance with ASC Topic 480, Distinguishing Liabilities from Equity The redeemable noncontrolling interest was initially measured at its fair value on December 3, 2021. Net income or loss is attributed to the redeemable noncontrolling interest during each reporting period based on its ownership percentage, as appropriate. Subsequent to that, the redeemable noncontrolling interest is measured at its fair value (i.e., based on the Class A stock price) at the end of each reporting period, with the remeasurement amount being no less than the initial value, as adjusted for the redeemable noncontrolling interest’s share of net income or loss. The offset of any fair value adjustment is recorded to equity, with no impact to net income or loss. As of June 30, 2022 and December 31, 2021, the fair value of redeemable noncontrolling interest is lower than the initial value, as such, there was no remeasurement adjustment recorded. In addition, pursuant to the Agreement and Plan of Merger, all non-controlling interest holders are subject to certain lock-up period and as a result, there was no exchange or redemption activity as of June 30, 2022 and December 31, 2021. | Note 24: Redeemable Non-Controlling Interests Non-controlling interests represents the portion of P3 LLC that the Company controls and consolidates but does not own (i.e., the P3 LLC Common Units held directly by the shareholders other than the Company). The non-controlling interests represent approximately 83% ownership in P3 LLC as of December 3, 2021. Generally, P3 LLC Common Units participate in net income or loss allocations and distributions and entitle their holder to the right, subject to the terms set forth in the limited liability agreement, to require P3 to redeem all or a portion of the Common Units held by such participant, together with a corresponding number of shares of Class V Common Stock, in exchange for Class A Common Stock or at the Company’s option, and subject to certain limitations, in cash. As the non-controlling interest holders have an approximately 83% voting interest in the Company through their Class V Common Stock and have appointed most of the initial members to the Board of Directors, the ability to elect cash settlement upon redemption is outside of the control of the Company. The P3 LLC Common Units held by outside shareholders have been classified as redeemable non-controlling interest in the Company. The cash redemption feature is considered outside of the control of the Company for the reason described above. Therefore, in accordance with ASC Topic 480, Distinguishing Liabilities from Equity The redeemable non-controlling interest was initially measured at its fair value on December 3, 2021. Net income or loss is attributed to the redeemable non-controlling interest during each reporting period based on its ownership percentage, as appropriate. Subsequent to that, the redeemable non-controlling interest is measured at its fair value (i.e., based on the Class A stock price) at the end of each reporting period, with the remeasurement amount being no less than the initial value, as adjusted for the redeemable non-controlling interest’s share of net income or loss. The offset of any fair value adjustment is recorded to equity, with no impact to net income or loss. As of December 31, 2021, the fair value of redeemable non-controlling interest is lower than the initial value, as such, there was no remeasurement adjustment recorded. In addition, pursuant to the Agreement and Plan of Merger, all non-controlling interest holders are subject to certain lock-up period and as a result, there was no exchange or redemption activity as of December 31, 2021. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
P3 Health Partners Inc. | |
Segment Reporting Information [Line Items] | |
Segment Reporting | Note 25: Segment Reporting The Company organizes its operations into one reportable segment. The Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), reviews financial information and makes decisions about resource allocation based on the Company’s responsibility to deliver high quality primary medical care services to its patient population. For the periods presented, all the Company’s revenues were earned in the United States. Likewise, all the Company’s long-lived assets were in the United States. |
Commitments and Contingencies_4
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Loss Contingencies [Line Items] | ||
Commitments and Contingencies | Note 23: Commitments and Contingencies Commitments We have non-cancelable contractual agreements primarily related to leases. For additional discussion on leases, see Note 21 “Leases” to our condensed consolidated financial statements. Contingencies The Company is a party to various claims, legal and regulatory proceedings, lawsuits and administrative actions arising in the ordinary course of business and associated with the Business Combinations. The Company carries general and professional liability insurance coverage to mitigate the Company’s risk of potential loss in such cases. An accrual is established when a specific contingency is probable and estimable. The Company also faces contingencies that are reasonably possible to occur that cannot currently be estimated. The Company believes that disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, net loss or cash flows. It is the Company’s policy to expense costs associated with loss contingencies, including any related legal fees, as they are incurred. In 2021, a discrepancy was identified in the service agreement with one of the Company’s health plans resulting in a renegotiation of the agreement. As of the date of issuance of this Form 10-Q, the renegotiation was in process. The Company has determined it is reasonably possible that resolution of this discrepancy will result in a payment to the health plan of approximately $10.6 million. This contingent liability was reflected in the Company’s financial statements presented in the 2021 Form 10-K. In the fourth quarter of 2021 during the Predecessor Period, the Company recorded a $3.6 million reduction in operating revenue and a $7.0 million charge to operating expense to account for amounts not previously recorded Uncertainties The healthcare industry is subject to numerous laws and regulations of Federal, state, and local governments. These laws and regulations include, but are not limited to, matters of licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare / Medicaid Fraud, Waste and Abuse Prevention. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of Fraud, Waste and Abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties as well as significant repayment for patient services billed. Management believes the Company is compliant with Fraud, Waste and Abuse regulations as well as other applicable government laws. While no regulatory inquiries have been made, compliance with such laws and regulations is subject to government review and interpretation, as well as other regulatory actions which might be unknown at this time. Healthcare reform legislation at both the Federal and state levels continues to evolve. Changes continue to impact existing and future laws and rules. Such changes may impact the manner in which the Company conducts business, restrict the Company’s revenue growth in certain eligibility categories, slow down revenue growth rates for certain eligibility categories, increase certain medical, administrative and capital costs, and expose the Company to increased risk of loss or further liabilities. As a result, the Company’s consolidated financial position could be impacted by such changes. COVID-19 Pandemic On March 11, 2020, the World Health Organization designated COVID 19 a global pandemic. The rapid spread of COVID 19 around the world and throughout the U.S. has altered the behavior of businesses and people, with significant negative effects on Federal, state, and local economies, the duration of which continues to remain unknown. Various mandates were implemented by Federal, state, and local governments in response to the pandemic, which caused many people to remain at home along with forced closure of or limitations on certain businesses. This included suspension of elective procedures by healthcare facilities. While some of these restrictions have been eased across the U.S. and most states have lifted moratoriums on non-emergent procedures, some restrictions remain in place, and many state and local governments are re-imposing certain restrictions due to an increase in reported COVID 19 cases. COVID 19 disproportionately impacts older adults, especially those with chronic illnesses, which describes many of the Company’s patients. The COVID 19 pandemic did not have a material impact on the Company’s revenues as of the periods ended June 30, 2022 and December 31, 2021. Nearly 97% of the Company’s total revenues are recurring, consisting of fixed monthly PMPM capitation payments received from Medicare Advantage health plans. Based on claims paid to date, direct costs associated with COVID-19 claims was approximately $84.0 million for the period March 1, 2020 through June 30, 2022. Management instituted multiple safety measures for the Company’s employees including a work-from-home policy and access to free vaccinations and personal protective equipment. The full extent to which COVID 19 will directly or indirectly impact the Company, its future results of operations and financial condition will depend on factors which are highly uncertain and cannot be accurately predicted. This includes new and emerging information from the impact of new variants of the virus, the actions taken to contain it or treat its impact and the economic impact on the Company’s markets. Such factors include, but are not limited to, the scope and duration of stay-at-home practices and business closures and restrictions, government- imposed or recommended suspensions of elective procedures, and expenses required for supplies and personal protective equipment. Because of these and other uncertainties, Management cannot estimate the length or severity of the impact of the pandemic on the Company’s business. Furthermore, because of the Company’s business model, the full impact of COVID 19 may not be fully reflected in the Company’s results of operations and overall financial condition until future periods. However, Management will continue to closely evaluate and monitor the nature and extent of these potential impacts to the Company’s business, results of operations and liquidity. | Note 26: Commitments and Contingencies The Company is a party to various claims, legal and regulatory proceedings, lawsuits and administrative actions arising in the ordinary course of business and associated with the Business Combinations. The Company carries general and professional liability insurance coverage to mitigate the Company’s risk of potential loss in such cases. An accrual is established when a specific contingency is probable and estimable. The Company also faces contingencies that are reasonably possible to occur that cannot currently be estimated. The Company believes that disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, net loss or cash flows. It is the Company’s policy to expense costs associated with loss contingencies, including any related legal fees, as they are incurred. In the fourth quarter of 2021, a discrepancy was identified in the service agreement with one of the Company’s health plans resulting in a renegotiation of the agreement. As of the date of the filing of this Annual Report on Form 10-K, the renegotiation was in process. The Company has determined it is probable that resolution of this discrepancy will result in an additional payment to the health plan of approximately $10.6 million. This contingent liability is reflected in the Company’s financial statements presented in this Annual Report on Form 10-K. In the Predecessor Period of 2021, the Company recorded a $3.6 million reduction in operating revenue and a $7.0 million charge to operating expense to account for amounts not previously recorded. Uncertainties The healthcare industry is subject to numerous laws and regulations of Federal, state, and local governments. These laws and regulations include, but are not limited to, matters of licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare / Medicaid Fraud, Waste and Abuse Prevention. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of Fraud, Waste and Abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties as well as significant repayment for patient services billed. Management believes the Company is compliant with Fraud, Waste and Abuse regulations as well as other applicable government laws. While no regulatory inquiries have been made, compliance with such laws and regulations is subject to government review and interpretation, as well as other regulatory actions which might be unknown at this time. Healthcare reform legislation at both the Federal and state levels continues to evolve. Changes continue to impact existing and future laws and rules. Such changes may impact the manner in which the Company conducts business, restrict the Company’s revenue growth in certain eligibility categories, slow down revenue growth rates for certain eligibility categories, increase certain medical, administrative and capital costs, and expose the Company to increased risk of loss or further liabilities. As a result, the Company’s consolidated financial position could be impacted by such changes. COVID-19 Pandemic On March 11, 2020, the World Health Organization designated COVID-19 a global pandemic. The rapid spread of COVID-19 around the world and throughout the U.S. has altered the behavior of businesses and people, with significant negative effects on Federal, state, and local economies, the duration of which continues to remain unknown. Various mandates were implemented by Federal, state, and local governments in response to the pandemic, which caused many people to remain at home along with forced closure of or limitations on certain businesses. This included suspension of elective procedures by healthcare facilities. While some of these restrictions have been eased across the U.S. and most states have lifted moratoriums on non-emergent procedures, some restrictions remain in place, and many state and local governments are re-imposing certain restrictions due to an increase in reported COVID-19 cases. COVID-19 disproportionately impacts older adults, especially those with chronic illnesses, which describes many of the Company’s patients. The COVID-19 pandemic did not have a material impact on the Company’s revenues as of year ended December 31, 2021. Nearly 97% of the Company’s total revenues are recurring, consisting of fixed monthly PMPM capitation payments received from Medicare Advantage health plans. Based on claims paid to date, direct costs associated with COVID-19 claims was approximately $67.4 million for the period March 1, 2020 through December 31, 2021. Management instituted multiple safety measures for the Company’s employees including a work-from-home policy and access to free vaccinations and personal protective equipment. The full extent to which COVID-19 will directly or indirectly impact the Company, its future results of operations and financial condition will depend on factors which are highly uncertain and cannot be accurately predicted. This includes new and emerging information from the impact of new variants of the virus, the actions taken to contain it or treat its impact and the economic impact on the Company’s markets. Such factors include, but are not limited to, the scope and duration of stay-at-home practices and business closures and restrictions, government- imposed or recommended suspensions of elective procedures, and expenses required for supplies and personal protective equipment. Because of these and other uncertainties, Management cannot estimate the length or severity of the impact of the pandemic on the Company’s business. Furthermore, because of the Company’s business model, the full impact of COVID-19 may not be fully reflected in the Company’s results of operations and overall financial condition until future periods. However, Management will continue to closely evaluate and monitor the nature and extent of these potential impacts to the Company’s business, results of operations and liquidity. |
Related Parties_2
Related Parties | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Related Parties | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In October 2020, the Sponsors purchased an aggregate of 7,906,250 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 1,031,250 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. On October 4, 2021, all outstanding shares of Class B Common Stock were converted into shares of Class A Common Stock on a one Promissory Notes—Related Parties On October 22, 2020 and October 27, 2020, the Sponsors issued unsecured promissory notes to the Company (the “Promissory Notes”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Notes are non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Notes of $275,000 as of December 31, 2020 was repaid at the closing of the Initial Public Offering on February 12, 2021. Borrowings under the Promissory Note are no longer available. On August 19, 2021, our Sponsor committed to provide us with an aggregate of $300,000 in loans. The loans, if issued, would have been non-interest bearing, unsecured and would be repaid upon the consummation of an initial business combination. If the Company had not consummated an initial business combination, all amounts loaned to the Company would have been forgiven except to the extent that the Company had funds available outside of the Trust Account to repay such loans. On October 27, 2021, the sponsor committed to provide up to an additional $600,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The total commitment provided by the sponsor will total $900,000, none of which had been borrowed as of December 2, 2021. Advances from Related Party and Due to Sponsor As of December 2, 2021, the Sponsor advanced the Company an aggregate of $150,000 in working capital loans to pay for certain operating costs. The advances are non-interest bearing and are due on demand. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 2, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans . Administrative Services Agreement The Company agreed, commencing on February 9, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, administrative and support services. For the year ended December 2, 2021, the Company incurred and paid $99,745 of such fees. As of December 2, 2021, $20,000 remained unpaid in the accrued expenses line item on the balance sheet. | ||
P3 Health Partners Inc. | |||
Related Party Transaction [Line Items] | |||
Related Parties | Note 24: Related Parties Intercompany Transactions BACC entered an agreement (“Services Agreement”) with P3 NV, collectively the “Parties”, under which P3 NV provides BACC with certain management, administrative, and other non-medical support services in connection with BACC’s medical practice. The Company and its subsidiaries have “Deficit Funding Agreements” with the Network, whereby the Company or its subsidiaries provide loans (“Advances”) from time to time principally for the purpose of working capital support. Net Advances made to the Network and accrued interest expense were as follows: Successor June 30, 2022 Balance at Beginning of Period $ 25,882,296 Advanced During Period 2,223,912 Interest Accrued During period 437,236 Balance at End of Period $ 28,543,444 Advances, in most cases, have been constructively made by P3 Health Group Holdings, LLC on P3 NV’s behalf, and were therefore deemed Advances made by P3 NV. P3 NV’s Advances to BACC include all years prior, for which balances have, historically, not been settled periodically between the Parties and, thus have carried forward one year to the next. However, all transactions related to these Services and Deficit Funding Agreements (including accrued interest) have been eliminated in consolidation. There were no advances transacted between P3 NV and KWA during the periods ended June 30, 2022 or December 31, 2021. Atrio Health Plans Successor Three Months Ended June 30, 2022 Revenue Earned from Capitation $ 42,935,126 Management Fees 572,250 Claims Paid 50,247,316 Successor Six Months Ended June 30, 2022 (Unaudited) Revenue Earned from Capitation $ 87,599,807 Management Fees 1,145,634 Claims Paid 97,505,664 Atrio Health Plans was established in 2004 and has since grown to serve Medicare beneficiaries in numerous counties throughout Oregon. Atrio works closely with local providers to improve healthcare outcomes of the population(s) served. In 2019, Chicago Pacific Founders (“CPF”) made an equity investment in Atrio. CPF is also a principal holder of shares of Class V common stock and Common Units of P3 LLC. Beginning in 2020, the Company has a Full-Risk capitation agreement in place with Atrio whereby the Company is delegated to perform services on behalf of Atrio’s members assigned to the Company. These delegated services include but are not limited to provider network credentialing, patient authorizations and medical management (care management, quality management and utilization management). | Note 27: Related Parties Intercompany Transactions BACC entered an agreement (“Services Agreement”) with P3-NV, collectively the “Parties”, under which P3-NV provides BACC with certain management, administrative, and other non-medical support services in connection with BACC’s medical practice. The Company and its subsidiaries have “Deficit Funding Agreements” with the Network, whereby the Company or its subsidiaries provide loans (“Advances”) from time to time principally for the purpose of working capital support. Interest accrues monthly on each Advance from the date of disbursement. Net Advances made to the Network and accrued interest expense were as follows: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended through December 31, through December 2, December 31, 2020 2021 2021 (As Restated) Balance at Beginning of Period $ 23,639,987 $ 19,354,258 $ 14,400,045 Advanced During Period 470,165 2,862,350 3,772,573 Interest Accrued During period 679 1,423,379 1,181,640 Balance at End of Period $ 24,110,831 $ 23,639,987 $ 19,354,258 Advances, in most cases, have been constructively made by P3 Health Group Holdings, LLC on P3-NV’s behalf, and were therefore deemed Advances made by P3-NV. P3-NV’s Advances to BACC include all years prior, for which balances have, historically, not There were no advances transacted between P3-NV and KWA during 2021 or 2020. Atrio Health Plans Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, 2021 2021 2020 2019 Revenue Earned from Capitation $ 11,483,345 $ 142,904,723 $ 146,469,571 $ — Management Fees 180,768 2,022,076 2,230,984 — Claims Paid 14,684,345 146,216,160 148,905,784 — Atrio Health Plans was established in 2004 and has since grown to serve Medicare beneficiaries in numerous counties throughout Oregon. Atrio works closely with local providers to improve healthcare outcomes of the population(s) served. In 2019, Chicago Pacific Founders (“CPF”) made an equity investment in Atrio. CPF is also a principal holder of shares of Class V common stock and Common Units of P3 LLC. Beginning in 2020, the Company has a Full-Risk capitation agreement in place with Atrio whereby the Company is delegated to perform services on behalf of Atrio’s members assigned to the Company. These delegated services include but are not limited to provider network credentialing, patient authorizations and medical management (care management, quality management and utilization management). |
Variable Interest Entities_2
Variable Interest Entities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entities | Note 25: Variable Interest Entities The Company prepares its consolidated financial statements in accordance with ASC 810, Consolidation In connection with the Business Combinations further described in Note 1, the Company became the sole managing member of P3 LLC. The rights of the non-managing members of P3 LLC are limited and protective in nature and do not give substantive participation rights over the sole managing member. As a result, P3 LLC is considered a VIE. As the sole managing member, the Company has the right to direct the most significant activities of P3 LLC and the obligation to absorb losses and receive benefits and accordingly is considered the primary beneficiary. Additionally, P3 LLC is the primary beneficiary of the Network. P3, LLC entered Stock Transfer Restriction Agreements with the Practice Shareholders of the Network. The Stock Transfer Restriction Agreements, by way of a call option, unequivocally permit P3 LLC to appoint Successor Physicians if a Practice Shareholder vacates their ownership position. Pursuant to ASC 810, Consolidation Practice Shareholders, who are employees of the Company, retain equity ownership in the Network, which represents nominal noncontrolling interests. The noncontrolling interests do not participate in the profit or loss of the Network, however. P3 LLC, directly or indirectly via its wholly-owned subsidiaries, may not use or access any net assets of these VIEs to settle its obligations or the obligations of its wholly-owned subsidiaries. The following tables provide a summary of the VIE’s assets, liabilities and operating performance. Successor ASSETS June 30, 2022 December 31, 2021 Cash $ 8,589,392 $ 7,570,247 Client Fees and Insurance Receivable, net 22,025 60,815 Prepaid Expenses and Other Current Assets 513,781 406,372 Property, Plant and Equipment, net 45,134 36,416 Investment in Other P3 Entities 6,000,000 6,000,000 TOTAL ASSETS 15,170,332 14,073,850 LIABILITIES AND MEMBERS’ DEFICIT Accounts Payable and Accrued Expenses 6,677,891 4,804,704 Accrued Payroll 1,143,976 1,303,615 Due to Consolidated Entities of P3 28,601,805 24,110,831 TOTAL LIABILITIES 36,423,672 30,219,150 MEMBERS’ DEFICIT (21,253,340) (16,145,300) TOTAL LIABILITIES AND MEMBERS’ DEFICIT $ 15,170,332 $ 14,073,850 Successor Predecessor Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 (As Restated) Revenue $ 12,955,029 $ 2,081,167 Expenses 16,057,134 1,870,227 Net Loss $ (3,102,105) $ 210,940 Successor Predecessor Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 (As Restated) Revenue $ 25,868,574 $ 4,119,517 Expenses 30,976,614 7,190,869 Net Loss $ (5,108,040) $ (3,071,352) | Note 28: Variable Interest Entities The Company prepares its consolidated financial statements in accordance with ASC 810 which provides for the consolidation of VIEs of which an entity is the primary beneficiary. In connection with the Business Combinations further described in Note 1, the Company became the sole managing member of P3 LLC. The rights of the non-managing members of P3 LLC are limited and protective in nature and do not give substantive participation rights over the sole managing member. As a result, P3 LLC is considered a VIE. As the sole managing member, the Company has the right to direct the most significant activities of P3 LLC and the obligation to absorb losses and receive benefits and accordingly is considered the primary beneficiary. Since P3 LLC represents substantially all the assets and liabilities of the Company, the numbers and language below refer to only VIEs held at the P3 LLC level. Additionally, P3 LLC is the primary beneficiary of the Network. P3, LLC entered Stock Transfer Restriction Agreements with the Practice Shareholders of the Network. The Stock Transfer Restriction Agreements, by way of a call option, unequivocally permit P3 LLC to appoint Successor Physicians if a Practice Shareholder vacates their ownership position. Pursuant to ASC 810 both the “power of control” and “economics” criteria were reviewed for VIE consideration. P3 LLC’s ability to appoint Successor Physicians to the Network demonstrates “power of control”. Also, there are Deficit Funding Agreements in place between P3 LLC and the Network. The Deficit Funding Agreement between P3 LLC and the members of the Network states that P3 LLC will advance funds, as needed, to support working capital needs to the extent operating expenses exceed gross revenue. These funding arrangements further illustrate and fulfill the economic criteria for VIE consolidation. Practice Shareholders, who are employees of the Company, retain equity ownership in the Network, which represents nominal non-controlling interests. The non-controlling interests do not participate in the profit or loss of the Network, however. P3 LLC, directly or indirectly via its wholly-owned subsidiaries, may not use or access any net assets of these VIEs to settle its obligations or the obligations of its wholly-owned subsidiaries. Additionally, the creditors of the VIE do not have recourse to the credit of the Company. The following tables provide a summary of the VIE’s assets, liabilities and operating performance. Successor Predecessor 2020 2021 (As Restated) ASSETS Cash $ 7,570,247 $ 183,836 Client Fees and Insurance Receivable, net 60,815 335,358 Prepaid Expenses and Other Current Assets 406,372 285,363 Property and Equipment, net 36,416 22,309 Investment in Other P3 Entities 6,000,000 — TOTAL ASSETS $ 14,073,850 $ 826,866 LIABILITIES AND MEMBERS’ DEFICIT Accounts Payable and Accrued Expenses $ 4,804,704 $ 686,680 Accrued Payroll 1,303,615 1,019,940 Due to Consolidated Entities of P3 24,110,831 19,354,259 TOTAL LIABILITIES 30,219,150 21,060,879 MEMBERS’ DEFICIT (16,145,300) (20,234,013) TOTAL LIABILITIES AND MEMBERS’ DEFICIT $ 14,073,850 $ 826,866 Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, 2020 December 31, 2019 2021 2021 (As Restated) (As Restated) Revenue $ 843,747 $ 7,580,124 $ 7,611,427 $ 4,389,688 Expenses 1,202,951 12,293,365 13,100,138 13,035,788 Net Loss $ (359,204) $ (4,713,241) $ (5,488,711) $ (8,646,100) |
Warrants_2
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Class of Warrant or Right [Line Items] | ||
Warrants | Note 26: Warrants As of December 31, 2020, there were 858,351 Class D warrants outstanding for the predecessor entity. In conjunction with the Term Loan issued November 19, 2020, the predecessor entity issued 858,351 10-year As of June 30, 2022 and December 31, 2021, there were an aggregate of 10,819,167 warrants outstanding, which include the Public Warrants and Private Placement Warrants. Each warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share. The Public Warrants became exercisable 30 days after the completion of the Business Combination. The Public Warrants will expire five years after the completion of a Business Combinations. The Company has the right to redeem the Public Warrants when the price per Class A ordinary share equals or exceeds $18.00 for 20 days within a 30 The Public Warrants and Private Placement Warrants are recorded as a liability on the consolidated balance sheets with a balance of $5,429,009 and $11,382,826 as of June 30, 2022 and December 31, 2021. A gain of $11,815,093 and $5,953,817 was recognized in the three months and six months ended June 30, 2022, and a loss of $1,123,583 and $10,661,579 was recognized in the three months and six months ended June 30, 2021 from the change in fair value of the warrant liability in the consolidated statements of operations. During the period ended June 30, 2022 and the year ended December 31, 2021, zero Public Warrants and Private Placement Warrants were exercised. | Note 29: Warrants As of December 31, 2020, there were 858,351 Class D warrants outstanding for the predecessor entity. In conjunction with the Term Loan issued November 19, 2020, the predecessor entity issued 858,351 10-year As of December 31, 2021, there were an aggregate of 10,819,167 warrants outstanding, which include the Public Warrants and Private Placement Warrants. Each warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share. The Public Warrants became exercisable 30 days after the completion of the Business Combinations. The Public Warrants will expire five years after the completion of the Business Combinations. The Company has the right to redeem the Public Warrants when the price per Class A ordinary share equals or exceeds $18.00 for 20 days within a 30-day trading period. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants are subject to certain transfer restrictions, are not redeemable by the Company if they are held by Sponsors and are exercisable on a cashless basis. The Public Warrants and Private Placement Warrants are recorded as a liability on the consolidated balance sheets with a balance of $11,382,826 as of December 31, 2021. A gain of $2,271,659 was recognized in the Successor Period of 2021, and a loss of $7,664,869 was recognized in the Predecessor Period of 2021 from the change in fair value of the warrant liability in the consolidated statements of operations. During 2021, zero Public Warrants and Private Placement Warrants were exercised. |
Restatement of Quarterly Financ
Restatement of Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
P3 Health Partners Inc. | |
Restatement of Quarterly Financial Information (Unaudited) | Note 30: Restatement of Quarterly Financial Information (Unaudited) We have restated herein our previously issued unaudited condensed consolidated financial statements for each interim period within the fiscal years ended December 31, 2021 and December 31, 2020. See Note 2 “Restatement of Previously Issued Financial Statements” for additional information. As Previously Network Preferred Returns Class A Units Revenue Reported Adjustments Adjustments Adjustment Adjustments As Restated Condensed Consolidated Balance Sheet as of September 30, 2021 (Unaudited) Class A Units Subject to Possible Redemption $ — $ — $ — $ 43,656,270 $ — $ 43,656,270 Class D Units Subject to Possible Redemption 54,936,716 — (7,895,162) — — 47,041,554 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 6,594,660 — (6,594,660) — — — Accumulated Equity-Based Compensation 2,747,960 — — (921,092) — 1,826,868 Retained Loss from Non-Controlling Interests (26,231,059) 26,231,059 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (203,942,517) (26,231,059) 14,489,765 (970,908) — (216,654,719) Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2021 (Unaudited) Capitated Revenue $ 447,137,121 $ — $ — $ — $ (3,539,071) $ 443,598,050 Other Patient Service Revenue 12,366,111 — — — (3,893,823) 8,472,288 Total Operating Revenue 459,503,232 — — — (7,432,894) 452,070,338 Medical Expenses 459,233,085 — — — (899,940) 458,333,145 Total Operating Expenses 520,053,309 — — — (899,940) 519,153,369 Operating Loss (60,550,077) — — — (6,532,954) (67,083,031) Interest Expense, net (13,130,628) — 6,107,441 — — (7,023,187) Total Other Expenses (25,193,893) — 6,107,441 — — (19,086,452) Net Loss Attributable to Non-Controlling Interests (8,043,678) 8,043,678 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (77,700,292) (8,043,678) 6,107,441 — (6,532,954) (86,169,483) Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2021 (Unaudited) Capitated Revenue $ 152,276,992 $ — $ — $ — 796,003 $ 153,072,995 Other Patient Service Revenue 4,243,263 — — — (1,130,303) 3,112,960 Total Operating Revenue 156,520,255 — — — (334,300) 156,185,955 Medical Expenses 161,662,423 — — — (334,300) 161,328,123 Total Operating Expenses 184,643,797 — — — (334,300) 184,309,497 Interest Expense, net (4,643,254) — 2,114,063 — — (2,529,191) Total Other Expenses (6,044,940) — 2,114,063 — — (3,930,877) Net Loss Attributable to Non-Controlling Interests (2,801,965) 2,801,965 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (31,366,517) (2,801,965) 2,114,063 — — (32,054,419) Condensed Consolidated Statement of Changes in Members' Deficit for the Nine Months Ended September 30, 2021 Preferred Return at 8% for Class A Units $ 2,779,619 $ — $ (2,779,619) $ — — $ — Net Loss (85,743,970) — 6,107,441 — (6,532,954) (86,169,483) Balance as of September 30, 2021 (179,246,686) — 7,895,167 (43,656,331) — (215,007,850) Condensed Consolidated Statement of Changes in Members' Deficit for the Three Months Ended September 30, 2021 Preferred Return at 8% for Class A Units $ 962,163 $ — $ (962,163) $ — — $ — Net Loss (34,168,482) — 2,114,063 — — (32,054,419) Balance as of September 30, 2021 (179,246,686) — 7,895,167 (43,656,331) — (215,007,850) Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2021 Net Loss $ (85,743,970) $ — $ 6,107,441 $ — (6,532,954) $ (86,169,483) Health Plan Settlements Receivable/Premiums Receivable (7,417,477) — — — 6,532,954 (884,523) Class A and Class D Preferred Returns 6,107,441 — (6,107,441) — — — As Previously Network Preferred Returns Class A Units Revenue Reported Adjustments Adjustments Adjustments Adjustment As Restated Condensed Consolidated Balance Sheet as of June 30, 2021 (Unaudited) Class A Units Subject to Possible Redemption $ — $ — $ — $ 43,656,270 $ — $ 43,656,270 Class D Units Subject to Possible Redemption 53,784,760 — (6,743,207) — — 47,041,553 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 5,632,496 — (5,632,496) — — — Accumulated Equity-Based Compensation 2,392,875 — — (921,092) — 1,471,783 Retained Loss from Non-Controlling Interests (23,429,094) 23,429,094 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (172,576,003) (23,429,094) 12,375,705 (970,908) — (184,600,300) Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Capitated Revenue $ 294,860,130 $ — $ — $ — $ (4,335,073) $ 290,525,057 Other Patient Service Revenue 8,122,849 — — — (2,763,520) 5,359,329 Total Operating Revenue 302,982,979 — — — (7,098,593) 295,884,386 Medical Expenses 297,570,662 — — — (565,640) 297,005,022 Total Operating Expenses 335,409,517 — — — (565,640) 334,843,877 Operating Loss (32,426,538) — — — (6,532,953) (38,959,491) Interest Expense, net (8,487,374) — 3,993,325 — — (4,494,049) Total Other Expenses (19,148,953) — 3,993,325 — — (15,155,628) Net Loss Attributable to Non-Controlling Interests (5,241,713) 5,241,713 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (46,333,778) (5,241,713) 3,993,325 — (6,532,953) (54,115,119) Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Capitated Revenue $ 147,159,665 $ — $ — $ — $ (5,598,799) $ 141,560,866 Other Patient Service Revenue 4,258,933 — — — (1,233,356) 3,025,577 Total Operating Revenue 151,418,598 — — — (6,832,155) 144,586,443 Medical Expenses 150,679,717 — — — (299,200) 150,380,517 Total Operating Expenses 170,856,707 — — — (299,200) 170,557,507 Operating Loss (19,438,108) — — — (6,532,955) (25,971,063) Interest Expense, net (4,406,240) — 2,036,476 — — (2,369,764) Total Other Expenses (5,529,823) — 2,036,476 — — (3,493,347) Net Loss Attributable to Non-Controlling Interests (1,959,421) 1,959,421 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (23,008,510) (1,959,421) 2,036,476 — (6,532,955) (29,464,410) Condensed Consolidated Statement of Changes in Members' Deficit for the Six Months Ended June 30, 2021 Preferred Return at 8% for Class A Units $ 1,817,564 $ — $ (1,817,564) $ — — $ — Net Loss (51,575,491) — 3,993,325 — (6,532,953) (54,115,119) Balance as of June 30,2021 (146,395,455) — 6,743,106 (43,656,170) — (183,308,519) Condensed Consolidated Statement of Changes in Members' Deficit for the Three Months Ended June 30, 2021 Preferred Return at 8% for Class A Units $ 926,852 $ — $ (926,852) $ — — $ — Net Loss (24,967,931) — 2,036,476 — (6,532,955) (29,464,410) Balance as of June 30,2021 (146,395,455) — 6,743,106 (43,656,170) — (183,308,519) Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2021 Net Loss $ (51,575,491) $ — $ 3,993,325 $ — (6,532,953) $ (54,115,119) Health Plan Settlements Receivable/Premiums Receivable (5,320,861) — — — 6,532,953 1,212,092 Class A and Class D Preferred Returns 3,993,325 — (3,993,325) — — — *Rounding may cause variances As Previously Network Preferred Returns Class A Units Revenue Reported Adjustment Adjustment Adjustments Adjustment As Restated Condensed Consolidated Balance Sheet as of March 31, 2021 (Unaudited) Health Plan Settlement Receivables $ 3,687,918 $ — $ — $ — $ 6,532,954 $ 10,220,872 Total Current Assets 78,762,484 — — — 6,532,954 85,295,438 Total Assets 94,189,692 — — — 6,532,954 100,722,646 Class A Units Subject to Possible Redemption — — — 43,656,270 — 43,656,270 Class D Units Subject to Possible Redemption 52,675,137 — (5,633,583) — — 47,041,554 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 4,705,644 — (4,705,644) — — — Accumulated Equity-Based Compensation 1,829,084 — — (921,092) — 907,992 Retained Loss from Non-Controlling Interests (21,469,673) 21,469,673 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (149,567,493) (21,469,673) 10,339,227 (970,908) 6,532,954 (155,135,893) Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) 94,189,692 — — — 6,532,954 100,722,646 Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Capitated Revenue $ 147,700,465 $ — $ — $ — $ 1,263,725 $ 148,964,190 Other Patient Service Revenue 3,863,915 — — — (1,530,165) 2,333,750 Total Operating Revenue 151,564,380 — — — (266,440) 151,297,940 Medical Expenses 146,890,945 — — — (266,440) 146,624,505 Total Operating Expenses 164,552,810 — — — (266,440) 164,286,370 Interest Expense, net (4,081,134) — 1,956,848 — — (2,124,286) Total Other Expenses (13,619,130) — 1,956,848 — — (11,662,282) Net Loss Attributable to Non-Controlling Interests (3,282,292) 3,282,292 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (23,325,268) (3,282,292) 1,956,848 — — (24,650,712) Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended March 31, 2021 Preferred Return at 8% for Class A Units $ 890,612 $ — $ (890,612) $ — — $ — Net Loss (26,607,560) — 1,956,848 — — (24,650,712) Balance as of March 31,2021 (122,918,168) — 5,633,581 (43,656,269) 6,532,954 (154,407,902) Condensed Consolidated Statements of Cash Flows for the 3 Months Ended March 31, 2021 Net Loss $ (26,607,560) $ — $ 1,956,848 — — $ (24,650,712) Class A and Class D Preferred Returns 1,956,848 — (1,956,848) — — — *Rounding may cause variances As Previously Network Preferred Returns Class A Units Capitated Revenue Reported Adjustments Adjustments Adjustments Adjustments As Restated Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2020 (Unaudited) Capitated Revenue $ 351,018,290 $ — $ — $ — $ 1,630,111 $ 352,648,401 Other Patient Service Revenue 9,645,990 — — — (2,230,451) 7,415,539 Total Operating Revenue 360,664,280 — — — (600,340) 360,063,940 Medical Expenses 348,258,272 — — — (600,340) 347,657,932 Total Operating Expenses 384,971,257 — — — (600,340) 384,370,917 Interest Expense, net (6,877,619) — 5,577,812 — — (1,299,807) Total Other Expenses (6,877,619) — 5,577,812 — — (1,299,807) Net Loss Attributable to Non-Controlling Interests (3,449,955) 3,449,955 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (27,734,641) (3,449,955) 5,577,812 — — (25,606,784) Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2020 (Unaudited) Capitated Revenue $ 124,461,275 $ — $ — $ — $ 721,351 $ 125,182,626 Other Patient Service Revenue 4,379,716 — — — (1,018,851) 3,360,865 Total Operating Revenue 128,840,991 — — — (297,500) 128,543,491 Medical Expenses 127,015,976 — — — (297,500) 126,718,476 Total Operating Expenses 142,355,570 — — — (297,500) 142,058,070 Interest Expense, net (2,316,579) — 1,859,270 — — (457,309) Total Other Expenses (2,316,579) — 1,859,270 — — (457,309) Net Income Attributable to Non-Controlling Interests 875,560 (875,560) — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (16,706,718) 875,560 1,859,270 — — (13,971,888) Condensed Consolidated Statements of Changes in Members' Deficit for the 9 Months Ended September 30, 2020 Preferred Return at 8% for Class A Units $ 2,534,853 $ — $ (2,534,853) $ — $ — $ — Net Loss (31,184,596) — 5,577,812 — — (25,606,784) Balance as of September 30, 2020 (84,110,848) — 3,558,027 (43,656,271) — (124,209,092) Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended September 30, 2020 Preferred Return at 8% for Class A Units $ 840,805 $ — $ (840,805) $ — $ — $ — Net Loss (15,831,158) — 1,859,270 — — (13,971,888) Balance as of September 30, 2020 (84,110,848) — 3,558,027 (43,656,271) — (124,209,092) Condensed Consolidated Statements of Cash Flows for the 9 Months Ended September 30, 2020 Net Loss $ (31,184,596) $ — $ 5,577,812 $ — $ — $ (25,606,784) Class A and Class D Preferred Returns 5,577,812 — (5,577,812) — — — As Previously Network Preferred Returns Class A Units Captital Revenue Reported Adjustments Adjustments Adjustments Adjustments As Restated Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2020 (Unaudited) Capitated Revenue $ 226,557,015 $ — $ — $ — $ 908,759 $ 227,465,774 Other Patient Service Revenue 5,266,273 — — — (1,211,599) 4,054,674 Total Operating Revenue 231,823,288 — — — (302,840) 231,520,448 Medical Expenses 221,242,295 — — — (302,840) 220,939,455 Total Operating Expenses 242,615,687 — — — (302,840) 242,312,847 Interest Expense, net (4,561,039) — 3,718,542 — — (842,497) Total Other Expenses (4,561,039) — 3,718,542 — — (842,497) Net Loss Attributable to Non-Controlling Interests (4,325,515) 4,325,515 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (11,027,923) (4,325,515) 3,718,542 — — (11,634,896) Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2020 (Unaudited) Capitated Revenue $ 114,042,681 $ — $ — $ — $ 472,742 $ 114,515,423 Other Patient Service Revenue 2,821,811 — — — (624,782) 2,197,029 Total Operating Revenue 116,864,492 — — — (152,040) 116,712,452 Medical Expenses 105,777,973 — — — (152,040) 105,625,933 Total Operating Expenses 121,527,179 — — — (152,040) 121,375,139 Interest Expense, net (2,249,977) — 1,859,271 — — (390,706) Total Other Expenses (2,299,977) — 1,859,271 — — (440,706) Net Loss Attributable to Non-Controlling Interests (2,774,562) 2,774,562 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (4,188,102) (2,774,562) 1,859,271 — — (5,103,393) Condensed Consolidated Statements of Changes in Members' Deficit for the 6 Months Ended June 30, 2020 Preferred Return at 8% for Class A Units $ 1,694,048 $ — $ (1,694,048) $ — $ — $ — Net Loss (15,353,438) — 3,718,542 — — (11,634,896) Balance as of June 30, 2020 (69,173,164) — 2,539,562 (43,656,272) — (110,289,874) Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended June 30, 2020 Preferred Return at 8% for Class A Units $ 847,048 $ — $ (847,048) $ — $ — $ — Net Loss (6,962,664) — 1,859,271 — — (5,103,393) Balance as of June 30, 2020 (69,173,164) — 2,539,562 (43,656,272) — (110,289,874) Condensed Consolidated Statements of Cash Flows for the 6 Months Ended June 30, 2020 Net Loss $ (15,353,438) $ — $ 3,718,542 $ — $ — $ (11,634,896) Class A and Class D Preferred Returns 3,718,542 — (3,718,542) — — — As Previously Network Preferred Returns Class A Units Capitated Revenue Reported Adjustments Adjustments Adjustments Adjustments As Restated Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2020 (Unaudited) Capitated Revenue $ 112,514,334 $ — $ — $ — $ 436,017 $ 112,950,351 Other Patient Service Revenue 2,444,462 — — — (586,817) 1,857,645 Total Operating Revenue 114,958,796 — — — (150,800) 114,807,996 Medical Expenses 115,464,322 — — — (150,800) 115,313,522 Total Operating Expenses 121,088,507 — — — (150,800) 120,937,707 Interest Expense, net (2,261,063) — 1,859,271 — — (401,792) Total Other Expenses (2,261,063) — 1,859,271 — — (401,792) Net Loss Attributable to Non-Controlling Interests (1,550,953) 1,550,953 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (6,839,821) (1,550,953) 1,859,271 — — (6,531,503) Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended March 31, 2020 Preferred Return at 8% for Class A Units $ 846,999 $ — $ (846,999) $ — $ — $ — Net Loss (8,390,774) — 1,859,271 — — (6,531,503) Balance as of March 31, 2020 (63,212,106) — 1,527,340 (43,656,272) — (105,341,038) Condensed Consolidated Statements of Cash Flows for the 3 Months Ended March 31, 2020 Net Loss $ (8,390,774) $ — $ 1,859,271 $ — $ — $ (6,531,503) Class A and Class D Preferred Returns 1,859,271 — (1,859,271) — — — |
Subsequent Events_2_3
Subsequent Events | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||
Subsequent Events | NOTE 12 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than as follows: On December 3, 2021, the Company consummated the previously announced business combinations pursuant to (1) the agreement and plan of merger, dated as of May 25, 2021, by and among P3 Health Group Holdings, and FAC Merger Sub LLC, and (2) the transaction and combination agreement, dated as of May 25, 2021, by and among Foresight and the Merger Corps, CPF P3 Blocker-A, LLC, , CPF P3 Blocker-B, LLC, , CPF P3 Splitter, LLC, , Chicago Pacific Founders Fund-A, L.P, and Chicago Pacific Founders Fund-B, L.P., , pursuant to which, among other things, P3 Health Group Holdings merged with and into Merger Sub, with Merger Sub as the surviving company, which was renamed P3 Health Group, LLC, and the Merger Corps merged with and into the Blockers, with the Blockers as the surviving entities and wholly-owned subsidiaries of the Company. Upon completion of the Business Combinations, the Company and P3 LLC were organized in an “Up-C” structure in which all of the P3 LLC operating subsidiaries are held directly or indirectly by P3 LLC, and the Company directly owned approximately 17.1% of P3 LLC and became the sole manager of P3 LLC. Following the Closing, substantially all of the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC. In connection with the Closing, the Company changed its name from “Foresight Acquisition Corp.” to “P3 Health Partners Inc.” | ||
P3 Health Partners Inc. | |||
Subsequent Event [Line Items] | |||
Subsequent Events | Note 27: Subsequent Events On July 19, 2022, Nasdaq granted us a grace period of up to 180 calendar days from the due date of the 2021 Form 10-K, or until September 27, 2022, in which to regain compliance with the Listing Rule. On August 17, 2022, we received a deficiency notice from Nasdaq as a result of the delay in filing its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (the “Second Quarter Form 10-Q”), indicating that any additional Nasdaq exception to allow the Company to regain compliance with all delinquent filings, including the Second Quarter Form 10-Q, would be limited to September 27, 2022. Because the Company did not file the 2021 Form 10-K, the First Quarter Form 10-Q and the Second Quarter Form 10-Q with the SEC before September 27, 2022, Nasdaq notified the Company on September 28, 2022, that the Nasdaq Listing Qualifications Department has initiated a process to delist the Company’s securities from Nasdaq as a result of the Company not being in compliance with the Listing Rule. On October 5, 2022, the Company appealed Nasdaq’s delisting determination by requesting a hearing before the Nasdaq Hearing Panel (the “Panel”), which request automatically stays the suspension of the Company’s securities for a period of 15 days from the date of the request. In connection with its request for a hearing, the Company has requested that the suspension of the Company’s securities be further stayed pending the hearing process. The Company was granted a hearing by the Nasdaq Staff, which is scheduled for November 3, 2022. There can be no assurance that our appeal will be successful. | Note 31: Subsequent Events Events Subsequent to the July 2, 2021 Issuance of the December 31, 2020 Financial Statements (Unaudited) Subsequent to the July 2, 2021 issuance of the December 31, 2020 consolidated financial statements, events or conditions occurred that led to the conclusion that substantial doubt exists about the Company’s ability to continue as a going concern as further described in Note 3. Transaction Bonus Agreements As disclosed in the Form 8-K filed on May 18, 2022, the Company’s Board of Directors approved entering into employment agreements and transaction bonus agreements with the Company’s Chief Executive Officer and Chief Medical Officer. The transaction bonus agreements provide for aggregate payments by the Company of $10,000,000 in 2022, which will be charged to operating expense in 2022. Nasdaq Notification On May 18, 2022, the Company received a notification from the listing qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that as a result of the Company’s untimely filing of the its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”) and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (the “First Quarter Form 10-Q”), the Company was not in compliance with the requirements for continued listing under Listing Rule 5250(c)(1) (the “Listing Rule”), which requires listed companies to timely file all required periodic financial On July 19, 2022, Nasdaq granted us a grace period of up to 180 calendar days from the due date of the 2021 Form 10-K, or until September 27, 2022, in which to regain compliance with the Listing Rule. On August 17, 2022, we received a deficiency notice from Nasdaq as a result of the delay in filing its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (the “Second Quarter Form 10-Q”), indicating that any additional Nasdaq exception to allow the Company to regain compliance with all delinquent filings, including the Second Quarter Form 10-Q, would be limited to September 27, 2022. Because the Company did not file the 2021 Form 10-K, the First Quarter Form 10-Q and the Second Quarter Form 10-Q with the SEC before September 27, 2022, Nasdaq notified the Company on September 28, 2022, that the Nasdaq Listing Qualifications Department has initiated a process to delist the Company’s securities from Nasdaq as a result of the Company not being in compliance with the Listing Rule. On October 5, 2022, the Company appealed Nasdaq’s delisting determination by requesting a hearing before the Nasdaq Hearing Panel (the “Panel”), which request automatically stays the suspension of the Company’s securities for a period of 15 days from the date of the request. The Nasdaq Staff granted the Company’s request for a hearing, which is scheduled for November 3, 2022, and the Company’s request to extend the stay of any trading suspension pending the hearing and the issuance of a final Panel decision. There can be no assurance that our appeal will be successful. Goodwill Due to the decrease in the share price over the second quarter of 2022, the Company will record a goodwill impairment of $851.5 million as of June 30, 2022. The amount was not recorded at December 31, 2021 or March 31, 2022 as the decline in the share price was considered temporary under the ASC 350 guidance as of those dates. |
Significant Accounting Polic_14
Significant Accounting Policies (Policies) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. | ||
Management's Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the private warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | ||
Earnings (Loss) per Share and Member Unit | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,819,167 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from For the Period from January 1, August 20, 2020 (Inception) 2021 through through December 2, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (24,805,124) $ — $ — $ (2,286) Denominator: Basic and diluted weighted average stock outstanding 29,692,013 — — 6,875,000 Basic and diluted net loss per common stock $ (0.84) $ — $ — $ (0.00) | ||
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | ||
Warrant Liability | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice simulation approach (see Note 11). | ||
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using 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 that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 2, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception The effective tax rate differs from the statutory tax rate of 21% for the year ended December 2, 2021 due to the valuation allowance recorded on the Company’s net operating losses and permanent differences. | ||
P3 Health Partners Inc. | |||
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) . As a result of the Business Combinations, for accounting purposes, Foresight is the acquirer and P3 Health Group Holdings, LLC, which was renamed P3 Health Group, LLC (“P3 LLC”), is the accounting acquiree and predecessor. The financial statement presentation includes the financial statements of P3 LLC as “Predecessor” for the periods prior to the Closing Date (the “Predecessor Period(s)”) and of the Company as “Successor” for the periods after the Closing Date (the “Successor Period(s)”), including the consolidation of P3 LLC. The Successor Period includes the Company’s results of operations and cash flows for the period December 1 through December 2, 2021. As a result of the application of the acquisition method of accounting as of the Closing Date of the Business Combinations, the accompanying consolidated financial statements include a black line division that indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore, not comparable. The Company qualifies as an emerging growth company (“EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. The accounting pronouncements pending adoption as described in Note 6 “Recent Accounting Pronouncements Not Yet Adopted” reflect effective dates for the Company as an EGC with the extended transition period. | ||
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company, and its subsidiaries, all of which are controlled by the Company through majority voting control, and variable interest entities for which the Company is the primary beneficiary. As more fully described in Note 25 “Variable Interest Entities”, the Company is the primary beneficiary of the following physician practices (“Network”): ● Kahan, Wakefield, Abdou, PLLC (“KWA”) ● Bacchus, Wakefield, Kahan, PC (“BACC”) ● P3 Health Partners Professional Services PC ● P3 Medical Group, P.C. ● P3 Health Partners California, P.C. All intercompany accounts and transactions have been eliminated in consolidation. | Principles of Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company, and its subsidiaries, all of which are controlled by the Company through majority voting control and variable interest entities for which the Company is the primary beneficiary. As more fully described in Note 28 “Variable Interest Entities”, the Company is the primary beneficiary of the following physician practices (the “Network”): ● Kahan, Wakefield, Abdou, PLLC (“KWA”) ● Bacchus, Wakefield, Kahan, PC (“BACC”) ● P3 Health Partners Professional Services, P.C. ● P3 Medical Group, P.C. ● P3 Health Partners California, P.C. All intercompany accounts and transactions have been eliminated in consolidation. | |
Variable Interest Entities ("VIE" or "VIEs") | Variable Interest Entities (“VIE” or “VIEs”) Management analyzes whether the Company has any financial interests in VIEs. This analysis includes a qualitative review based on an evaluation of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. Accounting Standards Codification (“ASC”) Topic 810, Consolidation | Variable Interest Entities (“VIE” or “VIEs”) Management analyzes whether the Company has any financial interests in VIEs. This analysis includes a qualitative review based on an evaluation of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. ASC 810 , | |
Segment Reporting | Segment Reporting The Company presents the financial statements by segment in accordance with ASC Topic No. 280, Segment Reporting and adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), as defined in the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company has one reportable segment, which reflects how the CODM manages the Company. | Segment Reporting The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting | |
Management's Use of Estimates | Management’s Use of Estimates Preparation of these condensed consolidated financial statements and accompanying footnotes, in conformity with U.S. GAAP, requires Management to make estimates and assumptions that could affect amounts reported here. Management bases its estimates on the best information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID 19. See Note 23 “Commitments and Contingencies” for further discussion on the impact of COVID-19. The areas where significant estimates are used in these accompanying condensed consolidated financial statements include revenue recognition, the liability for unpaid claims, unit-based and share-based compensation, premium deficiency reserves (“PDR”), fair value and impairment recognition of long-lived assets (including intangibles and goodwill), fair value of acquired assets and liabilities in Business Combinations, fair value of liability classified instruments and judgments related to deferred income taxes. Actual results could differ from those estimates. | Management’s Use of Estimates Preparation of these consolidated financial statements and accompanying footnotes, in conformity with GAAP, requires Management to make estimates and assumptions that could affect amounts reported here. Management bases its estimates on the best information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. See Note 26 “Commitments and Contingencies” for further discussion on the impact of COVID-19. The areas where significant estimates are used in these accompanying consolidated financial statements include revenue recognition, the liability for unpaid claims, unit-based compensation, premium deficiency reserves, fair value and impairment recognition of long-lived assets (including intangibles and goodwill), fair value of acquired assets and liabilities in business combinations, share-based compensation, fair value of liability classified instruments and judgments related to deferred income taxes. Actual results could differ from those estimates. | |
Earnings (Loss) per Share and Member Unit | Earnings (Loss) per Share and Member Unit Basic and diluted net loss per share attributable to common stockholders in the Successor Period is presented in conformity with the two-class method required for participating securities. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of Public Warrants, Private Placement Warrants, restricted shares and escrow shares. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company analyzed the calculation of net loss per member unit for the Predecessor Period and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, net loss per member unit information has not been presented for the Predecessor Periods. | Earnings (Loss) per Share and Member Unit Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of Public Warrants, Private Placement Warrants, restricted shares and escrow shares. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company analyzed the calculation of net loss per member unit for Predecessor Periods 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. | |
Cash and Restricted Cash | Cash and Restricted Cash Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at banks. Accounts at each institution are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”). At June 30, 2022 and December 31, 2021, the Company maintained its cash in bank deposit accounts that, at times, may have exceeded FDIC insured limits. Management does not expect any losses to occur on such accounts. At June 30, 2022 and December 31, 2021, the Company had unrestricted cash of $63,145,379 and $140,477,586, respectively, deposited at banking institutions which are subject to the FDIC insured limit. Successor June 30, 2022 December 31, 2021 Unrestricted $ 63,145,379 $ 140,477,586 Restricted 753,920 356,286 Total Cash Balances $ 63,899,299 $ 140,833,872 Restricted Cash is that which is held for a specific purpose (such as payment of partner distributions and legal settlements) and is thus not available to the Company for immediate or general business use. Restricted Cash appears as a separate line item on the Company’s condensed consolidated balance sheets. The following table provides a reconciliation of cash and restricted cash reported on the condensed consolidated balance sheet at June 30, 2021, that sum to the total of these items reported in the condensed consolidated statements of cash flows. Predecessor June 30, 2021 Unrestricted $ 16,322,893 Restricted 223,872 Total Cash Balances $ 16,546,765 | Cash and Restricted Cash Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at banks. Accounts at each institution are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”). In 2021 and 2020, the Company maintained its cash in bank deposit accounts that, at times, may have exceeded FDIC insured limits. Management does not expect any losses to occur on such accounts. At December 31, 2021 and 2020, the Company had unrestricted cash of $140,477,586 and $36,261,104, respectively, deposited at banking institutions which are subject to the FDIC insured limit. Successor Predecessor December 31, December 31, 2021 2020 Checking $ 140,477,586 $ 36,261,104 Restricted 356,286 3,641,843 Total Cash Balances $ 140,833,872 $ 39,902,947 Restricted Cash is that which is held for a specific purpose (such as payment of partner distributions and legal settlements) and is thus not available to the Company for immediate or general business use. Restricted Cash appears as a separate line item on the Company’s consolidated balance sheets. The following table provides a reconciliation of cash and restricted cash on the balance sheet of the predecessor period at December 2, 2021, December 31, 2020, and December 31, 2019 that sum to the total of these items reported in the statement of cash flows. Predecessor December 2, December 31, December 31, 2021 2020 2019 Checking $ 5,300,842 $ 36,261,104 $ 32,592,496 Restricted 54,095 3,641,843 312,352 Total Cash Balances $ 5,354,937 $ 39,902,947 $ 32,904,848 | |
Revenue Recognition and Revenue Sources | Revenue Recognition and Revenue Sources The Company categorizes revenue based on various factors such as the nature of contracts and order to billing arrangements as follows: Successor Predecessor Three Months Ended Three Months Ended June 30, 2021 Revenue Type June 30, 2022 % of Total (As Restated) % of Total Capitated Revenue $ 267,102,466 99.1 % $ 141,560,867 97.9 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 264,624 0.1 % 1,286,863 0.9 % Shared Risk Revenue 55,154 0.0 % 202,011 0.1 % Care Coordination / Management Fees 762,067 0.3 % 971,605 0.7 % Incentive Fees 1,269,660 0.5 % 565,098 0.4 % Total Other Patient Service Revenue 2,351,505 0.9 % 3,025,577 2.1 % Total Revenue $ 269,453,971 100 % $ 144,586,444 100 % Successor Predecessor Six Months Ended Six Months Ended June 30, 2021 Revenue Type June 30, 2022 % of Total (As Restated) % of Total Capitated Revenue $ 536,787,281 98.9 % $ 290,525,057 98.2 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 2,146,877 0.4 % 2,108,627 0.7 % Shared Risk Revenue 55,154 0.0 % 202,011 0.1 % Care Coordination / Management Fees 2,683,173 0.5 % 1,848,400 0.6 % Incentive Fees 1,325,820 0.2 % 1,200,291 0.4 % Total Other Patient Service Revenue 6,211,024 1.1 % 5,359,329 1.8 % Total Revenue $ 542,998,305 100 % $ 295,884,386 100 % The following table depicts the health plans from which the Company has a concentration of revenue that is 10.0% or more: Successor Predecessor Three Months Ended Three Months Ended June 30, 2021 Plan Name June 30, 2022 % of Total (As Restated) % of Total Health Plan C $ 54,392,897 20.2 % $ 18,412,847 12.7 % Health Plan B 45,818,789 17.0 % 33,449,667 23.2 % Health Plan A 48,047,307 17.8 % 39,119,191 27.1 % Health Plan D 36,013,196 13.4 % 27,231,621 18.8 % All Other 85,181,782 31.6 % 26,373,118 18.2 % Total Revenue $ 269,453,971 100 % $ 144,586,444 100 % Successor Predecessor Six Months Ended Six Months Ended June 30, 2021 Plan Name June 30, 2022 % of Total (As Restated) % of Total Health Plan C $ 109,714,073 20.2 % $ 37,693,084 12.7 % Health Plan B 93,838,172 17.3 % 67,034,039 22.7 % Health Plan A 93,285,372 17.2 % 77,813,676 26.3 % Health Plan D 72,876,157 13.4 % 54,925,880 18.6 % All Other 173,284,531 31.9 % 58,417,707 19.7 % Total Revenue $ 542,998,305 100 % $ 295,884,386 100 % Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Capitated Revenue The Company contracts with health plans using an at-risk (shared savings) model. Under the at-risk model, the Company is responsible for the cost of all covered services provided to members assigned by the health plans to the Company in exchange for a fixed premium payment, which generally is a percentage of the payment based on health plans’ premiums received from CMS. Through this capitation arrangement, the Company stands ready to provide assigned Medicare Advantage beneficiaries all their medical care via the Company’s directly employed and affiliated physician/specialist network. The premiums health plans receive are determined via a competitive bidding process with CMS and are based on the costs of care in local markets and the average utilization of services by patients enrolled. Medicare pays capitation using a “risk adjustment model”, which compensates providers based on the health status (acuity) of each individual patient. Medicare Advantage plans with higher acuity patients receive higher premiums. Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after final data is compiled. The Company generally estimates transaction prices using the most likely methodology. Amounts are only included in the transaction price to the extent any significant uncertainty of reversal on cumulative revenue will not occur and is, furthermore, resolved. In certain contracts, PMPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. Capitated revenues are recognized based on an estimated PMPM transaction price to transfer the service for a distinct increment of the series (e.g. month) and is recognized net of projected acuity adjustments and performance incentives or penalties as Management cannot reasonably estimate the ultimate PMPM payment of those contracts. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. The capitation amount is subject to possible retroactive premium risk adjustments based on the member’s individual acuity. There were no premium risk adjustments recorded in 2021 or the first two quarters in 2022 as related to prior years. As the period between the time of service and time of payment is typically one year or less, Management elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company’s contracts with health plans may include core functions and services for managing assigned patients’ medical care. The combination of those services is offered as one “single solution” (“bundle”). Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patients-customers can change month over month. The Company does not offer nor price each individual function as a standalone a la carte service to health plans. However, the addition or exclusion of certain services may be negotiated and reflected in each health plan’s specific total percent of the premium (“POP”). At June 30, 2022 and December 31, 2021, the Company had POP contracts in effect with 20 health plans (across 5 states) and 17 health plans (across 4 states), respectively. Each month, in accordance with contractual obligations (for non-delegated health plans; e.g. - those for which the Company has not been delegated for claims processing), each plan funds a medical claims payment reserve equal to a defined percentage of premium attributable to members assigned to the Company. In turn, the Company administers and funds medical claims for contractually covered services, for assigned health plan members, from that health plan’s reserve. On a quarterly or monthly basis, health plans conduct a settlement of the reserve to determine any surplus or deficit amount. The reconciliation and distribution of the reserve occur within 120 days following the end of each quarter. An annual settlement reconciliation and distribution from all funds occurs within twenty-one At June 30, 2022, and December 31,2021, health plan receivables and health plan settlement payables , by health plan, by year, were as follows: Health Plan Receivables Successor June 30, 2022 December 31, 2021 Health Plan A $ 4,296,896 $ 4,695,712 Health Plan B 24,371,497 15,473,828 Health Plan C 32,543,742 1,380,752 Health Plan D 13,749,578 6,651,586 Health Plan E 517,654 2,439,046 Health Plan F 1,435,258 2,925,751 Health Plan G 19,890 239,375 Health Plan H 3,795,423 2,185,619 Health Plan I 1,504,353 1,134,750 Health Plan J 317,704 149,915 Health Plan K 666,312 2,705,147 Health Plan L 260,317 899,560 Health Plan M 3,310,581 1,747,116 Health Plan N 1,596,377 974,092 Health Plan O 2,696,375 666,291 Health Plan P 415,688 106,162 Health Plan Q 351,090 61,990 Health Plan R 4,426,655 3,578,682 Health Plan S 600,639 — Health Plan T 2,198,285 2,175,324 Health Plan U 723,797 60,306 Health Plan W 8,299 — Total Health Plan Receivables $ 99,806,410 $ 50,251,004 Health Plan Settlement Payables Successor June 30, 2022 December 31, 2021 Health Plan A $ 109,085 $ — Health Plan B 11,700,274 11,700,274 Health Plan D — 3,882,250 Health Plan F 5,144,469 6,085,425 Health Plan G 885,194 776,164 Health Plan I (147,868) (215,626) Health Plan O 16,552 (39,151) Health Plan U 226,209 226,209 Health Plan V 88,480 133,149 Total Health Plan Settlement Payables $ 18,022,395 $ 22,548,694 At June 30, 2022, and December 31, 2021, Management has deemed the Company’s settlement receivables to be fully collectible from those health plans where the Company is not delegated for claims processing. Accordingly, a constraint on the variable consideration associated with settlement receivables is not necessary. Other Patient Service Revenue(s) - Clinical Fees and Insurance Revenue Clinic fees and insurance revenues relate to net patient fees received from various payers and direct patients (“self-payers”) under contracts in which the Company’s sole performance obligation is to provide healthcare services through the operation of medical clinics. The Company recognizes clinic fees and insurance revenue in the period in which services are provided, on the date of service, under FFS payment arrangements, revenue is recognized on the date of service. The Company’s performance obligations are typically satisfied in the same day services are provided. All the Company’s contracts with its customers under these arrangements include a single performance obligation. The Company’s contractual relationships with patients, in most cases, also involve third-party payers (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through state-sponsored health insurance exchanges). Transaction prices for services provided are dependent upon specific rules in place with third party payers - specifically, Medicare/Medicaid and pre-negotiated rates with managed care health plans and commercial insurance companies. Contractual arrangements with third parties typically include payments at amounts which are less than standard charges. These charges generally have predetermined rates for diagnostic service codes or discounted FFS rates. Management perpetually reviews the Company’s contractual estimation processes to consider and incorporate updates to laws, regulations and frequent changes in the managed care system. Contractual terms are negotiated and updated accordingly upon renewal. The Company’s revenue is based upon the estimated amounts Management expects to receive from patients and third-party payers. Estimates of explicit price concessions under managed care and commercial insurance plans are tied to payment terms specified in related contractual agreements. Retroactively calculated explicit price concessions tied to reimbursement agreements with third-party payers are recognized on an estimated basis in the period related services are rendered and adjusted in future periods as final payments are received. Revenue related to uninsured patients, uninsured co-payments, and deductibles (for patients with healthcare coverage) may also be discounted. The Company records implicit price concessions (based on historical collection experience) related to uninsured accounts to recognize self-pay revenues at their most likely amounts to be collected. The Company deems FFS revenue to be variable consideration and that its estimates of associated transaction prices will not result in a significant revenue reversal in the future. Based on satisfaction of single performance obligations occurring on the dates of service, revenue is recognized as of the date services are provided. The Company, therefore, applies a portfolio approach to recognizing revenue from its FFS contracts. Management has elected two of the available practical expedients provided for by ASC 606. First, the Company did not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expensed all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. Other Patient Service Revenue(s) - Shared Risk Revenue P3 LLC (via one of its wholly owned subsidiaries - P3 Health Partners ACO, LLC “AzCC”) receives 30% of the shared risk savings from parties with whom it contracts under four separate arrangements. These arrangements are driven solely by medical cost containment year-over-year (“YoY”) expense reductions. This key performance indicator (“KPI”) is measured by the aggregate change in per member per year (“PMPY”) medical costs. If the sequential YoY PMPY aggregate change yields a reduction, the Company receives 30% of the associated total cost savings for that year. Conversely, if the sequential YoY PMPY aggregate change yields an increase in medical costs, no monies are due the Company that year. This KPI is compiled and reviewed on a calendar year basis. The Company recognizes shared risk revenue only upon the receipt of cash. Therefore, the likelihood of any significant revenue reversal in the future is non-existent. Other Patient Service Revenue(s) - Care Coordination Fees and Management Fees The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or Management Fee to the Company. CCFs and Management Fees are intended to fund the costs of delegated services provided to certain health plans. CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties. None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so. The Company uses a portfolio approach to account for CCFs and Management Fees. Based on similarities of the terms of the care coordination and administrative services, Management believes that revenue recognized by utilizing the portfolio approach approximates that which it would have realized if an individual contract approach were applied. Patient Fees Receivable Substantially, all client fees and insurance receivables are due under FFS contracts with third party payors, such as commercial insurance companies (“Commercial”), government-sponsored healthcare programs (“Medicare/ Medicaid”) or directly from patients (“Self-Pay”). Management continuously monitors activities from payors (including patients) and records an estimated price concession based on specific contracts and actual historical collection patterns. Patient fees receivable, where a third-party payor is responsible for the amount due, are carried at amounts determined by the original charges for services provided less implicit and explicit price concessions. Price concessions represent amounts made for contractual adjustments (discounts). Patient fees receivable is included in Clinic Fees and Insurance Receivables in the Company’s condensed consolidated balance sheets and are recorded net of contractual allowances. Patient fees receivable are recorded at the invoiced amount, net of any expected contractual adjustments and implicit price concessions, and do not bear interest. The Company has agreements with third-party payors that provide for payments at amounts different from the established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Patient service revenues are reported at the estimated net realizable amounts from patients, third-party payors, and others for services rendered. Contractual adjustments arising under reimbursement arrangements with third- party payors are accrued on an estimated basis in the period the related services are rendered and are adjusted in future periods as final settlements are determined. Implicit price concessions are taken based on historical collection experience and reflect the estimated amounts the Company expects to collect. | Revenue Recognition and Revenue Sources The Company categorizes revenue based on various factors such as the nature of contracts and order to billing arrangements as follows: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, Revenue Type 2021 % of Total 2021 % of Total 2020 % of Total 2019 % of Total Capitated Revenue $ 57,224,539 97 % $ 567,735,297 98 % $ 480,739,577 98 % $ 139,332,707 96 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 750,675 2 % 4,318,074 1 % 3,364,504 1 % 3,312,107 2 % Shared Risk Revenue 180,558 0 % 601,509 0 % 1,111,466 0 % 932,301 1 % Care Coordination / Management Fees 600,175 1 % 5,880,397 1 % 5,614,539 1 % 1,893,553 1 % Incentive Fees 6,450 0 % 67,141 0 % 233,439 0 % 11,444 0 Total Other Patient Service Revenue 1,537,858 3 % 10,867,121 2 % 10,323,948 2 % 6,149,405 4 % Total Revenue $ 58,762,397 100 % $ 578,602,418 100 % $ 491,063,525 100 % $ 145,482,112 100 % The following table depicts the health plans from which the Company has a concentration of revenue that is 10.0% or more: Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, Plan Name 2021 % of Total 2021 % of Total 2020 % of Total 2019 % of Total Health Plan A $ 11,664,112 20 % $ 139,289,079 24 % $ 147,906,495 30 % $ — — Health Plan B 12,757,714 22 % 126,460,232 22 % 112,384,330 23 % 13,557,771 9 % Health Plan C 6,156,558 10 % 71,061,602 12 % 66,237,074 13 % 27,788,287 19 % Health Plan D 10,337,160 18 % 114,496,751 20 % 62,683,829 13 % 6,106,544 4 % Health Plan E 1,820,518 3 % 22,249,245 4 % 28,880,247 6 % 39,265,322 27 % Health Plan F 2,446,094 4 % 26,670,388 5 % 24,521,349 5 % 26,703,364 18 % Health Plan G — — % 264,006 — % 22,646,251 5 % 20,157,166 14 % All Other 13,580,241 23 % 78,111,115 13 % 25,803,950 5 % 11,903,658 9 % Total Revenue $ 58,762,397 100 % $ 578,602,418 100 % $ 491,063,525 100 % $ 145,482,112 100 % Revenue Recognition The Company follows the accounting requirements of ASC 606, Revenue from Contracts with Customers The principles of ASC 606 are generally applied using the following five steps: 1. Identify the contract(s) with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) the entity satisfies a performance obligation. The guidance requires disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized. The Company initially applied the standard on January 1, 2019, using the modified retrospective adoption method, and elected to apply the modified retrospective method only to contracts that were not completed as of this date. Additionally, the Company utilized the portfolio approach to group contracts together with similar characteristics for the adoption analysis. Capitated Revenue The Company contracts with health plans using an at-risk (shared savings) model. Under the at-risk model, the Company is responsible for the cost of all covered services provided to members assigned by the health plans to the Company in exchange for a fixed premium payment, which generally is a percentage of the payment (“POP”) based on health plans’ premiums received from CMS. Through this capitation arrangement, the Company stands ready to provide assigned Medicare Advantage beneficiaries all their medical care via the Company’s directly employed and affiliated physician/specialist network. The premiums health plans receive are determined via a competitive bidding process with CMS and are based on the costs of care in local markets and the average utilization of services by patients enrolled. Medicare pays capitation using a “risk adjustment model”, which compensates providers based on the health status (acuity) of each individual patient. Medicare Advantage plans with higher acuity patients receive higher premiums. Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after final data is compiled. The Company generally estimates transaction prices using the most likely methodology. Amounts are only included in the transaction price to the extent any significant uncertainty of reversal on cumulative revenue will not occur and is, furthermore, resolved. In certain contracts, PMPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. Capitated revenues are recognized based on an estimated PMPM transaction price to transfer the service for a distinct increment of the series (e.g. month) and is recognized net of projected acuity adjustments and performance incentives or penalties as Management cannot reasonably estimate the ultimate PMPM payment of those contracts. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. The capitation amount is subject to possible retroactive premium risk adjustments based on the member’s individual acuity. In 2019, the Company recorded $150,681 of additional revenue related to prior year premium risk adjustments. There were no premium risk adjustments recorded in 2021 and 2020 as related to prior years. As the period between the time of service and time of payment is typically one year or less, Management elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company’s contracts with health plans may include core functions and services for managing assigned patients’ medical care. The combination of those services is offered as one “single solution” (“bundle”). Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patients-customers can change month over month The Company does not offer nor price each individual function as a standalone a la carte service to health plans. However, the addition or exclusion of certain services may be negotiated and reflected in each health plan’s specific total POP. At December 31, 2021, 2020 and 2019, the Company had POP contracts in effect with 17 health plans (across 4 states), 12 health plans (across 4 states) and 7 health plans (across 2 states), respectively. Each month, in accordance with contractual obligations (for non-delegated health plans; e.g. those for which the Company has not been delegated for claims processing), each plan funds a medical claims payment reserve equal to a defined percentage of premium attributable to members assigned to the Company. In turn, the Company administers and funds medical claims for contractually covered services, for assigned health plan members, from that health plan’s reserve. On a quarterly or monthly basis, health plans conduct a settlement of the reserve to determine any surplus or deficit amount. The reconciliation and distribution of the reserve occur within 120-days following the end of each quarter. An annual settlement reconciliation and distribution from all funds occurs within twenty-one months following each year-end. As of December 31, health plan receivables and health plan settlement payables, by health plan, by year, were as follows: Health Plan Receivables Successor Predecessor December 31, December 31, Health Plan Name 2021 2020 Health Plan A $ 4,695,712 $ 5,732,221 Health Plan B 15,473,828 15,316,696 Health Plan C 1,380,752 7,332,687 Health Plan D 6,651,586 6,863,270 Health Plan E 2,439,046 2,194,209 Health Plan F 2,925,751 3,222,247 Health Plan G 239,375 2,735,562 Health Plan H 2,185,619 878,866 Health Plan I 1,134,750 17,908 Health Plan J 149,915 285,730 Health Plan K 2,705,147 4,569 Health Plan L 899,560 378,822 Health Plan M 1,747,116 — Health Plan N 974,092 — Health Plan O 666,291 — Health Plan P 106,162 — Health Plan Q 61,990 — Health Plan R 3,578,682 — Health Plan T 2,175,324 — Health Plan U 60,306 — Total Health Plan Receivables $ 50,251,004 $ 44,962,787 Health Plan Settlement Payables Successor Predecessor December 31, December 31, Health Plan Name 2021 2020 Health Plan B $ 11,700,274 $ — Health Plan C — 1,928,414 Health Plan D 3,882,250 4,680,185 Health Plan F 6,085,425 6,125,681 Health Plan G 776,164 1,008,495 Health Plan I (215,626) — Health Plan O (39,151) — Health Plan U 226,209 — Health Plan V 133,149 — Total Health Plan Settlement Payables $ 22,548,694 $ 13,742,775 At December 31, 2021 and 2020, Management has deemed the Company’s settlement receivables to be fully collectible from those health plans where the Company is not delegated for claims processing. Accordingly, a constraint on the variable consideration associated with settlement receivables was not necessary. Other Patient Service Revenue(s) – Clinical Fees and Insurance Revenue Clinic fees and insurance revenues relate to net patient fees received from various payers and direct patients (“self-payers”) under contracts in which the Company’s sole performance obligation is to provide healthcare services through the operation of medical clinics. The Company recognizes clinic fees and insurance revenue in the period in which services are provided. Under FFS payment arrangements, revenue is recognized on the date of service. The Company’s performance obligations are typically satisfied in the same day services are provided. All the Company’s contracts with its customers under these arrangements include a single performance obligation. The Company’s contractual relationships with patients, in most cases, also involve third-party payers (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through state-sponsored health insurance exchanges). Transaction prices for services provided are dependent upon specific rules in place with third party payers – specifically, Medicare/Medicaid and pre-negotiated rates with managed care health plans and commercial insurance companies. Contractual arrangements with third parties typically include payments at amounts which are less than standard charges. These charges generally have predetermined rates for diagnostic service codes or discounted FFS rates. Management perpetually reviews the Company’s contractual estimation processes to consider and incorporate updates to laws, regulations and frequent changes in the managed care system. Contractual terms are negotiated and updated accordingly upon renewal. The Company’s revenue is based upon the estimated amounts Management expects to receive from patients and third-party payers. Estimates of explicit price concessions under managed care and commercial insurance plans are tied to payment terms specified in related contractual agreements. Retroactively calculated explicit price concessions tied to reimbursement agreements with third-party payers are recognized on an estimated basis in the period related services are rendered and adjusted in future periods as final payments are received. Revenue related to uninsured patients, uninsured co-payments, and deductibles (for patients with healthcare coverage) may also be discounted. The Company records implicit price concessions (based on historical collection experience) related to uninsured accounts to recognize self-pay revenues at their most likely amounts to be collected. The Company deems FFS revenue to be variable consideration and that its estimates of associated transaction prices will not result in a significant revenue reversal in the future. Based on satisfaction of single performance obligations occurring on the dates of service, revenue is recognized as of the date services are provided. The Company, therefore, applies a portfolio approach to recognizing revenue from its FFS contracts. Management has elected two of the available practical expedients provided for by ASC 606. First, the Company did not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expensed all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. Other Patient Service Revenue(s) – Shared Risk Revenue P3 LLC (via one of its wholly owned subsidiaries — P3 Health Partners ACO, LLC “AzCC”) receives 30% of the shared risk savings from parties with whom it contracts under four separate arrangements. These arrangements are driven solely by medical cost containment year-over-year (“YoY”) expense reductions. This key performance indicator (“KPI”) is measured by the aggregate change in PMPY (per member, per year medical costs). If the sequential YoY PMPY aggregate change yields a reduction, the Company receives 30% of the associated total cost savings for that year. Conversely, if the sequential YoY PMPY aggregate change yields an increase in medical costs, no monies are due the Company that year. This KPI is compiled and reviewed on a calendar year basis. The Company recognizes shared risk revenue only upon the receipt of cash. Therefore, the likelihood of any significant revenue reversal in the future is low. Other Patient Service Revenue(s) – Care Coordination Fees and Management Fees The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or Management Fee to the Company. CCFs and Management Fees are intended to fund the costs of delegated services provided to certain health plans. CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties. None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so. The Company uses a portfolio approach to account for CCFs and Management Fees. Based on similarities of the terms of the care coordination and administrative services, Management believes that revenue recognized by utilizing the portfolio approach approximates that which it would have realized if an individual contract approach were applied. Patient Fees Receivable Substantially, all client fees and insurance receivables are due under FFS contracts with third party payors, such as commercial insurance companies (“Commercial”), government-sponsored healthcare programs (“Medicare/ Medicaid”) or directly from patients (“Self-Pay”). Management continuously monitors activities from payors (including patients) and records an estimated price concession based on specific contracts and actual historical collection patterns. Patient fees receivable, where a third-party payor is responsible for the amount due, are carried at amounts determined by the original charges for services provided less implicit and explicit price concessions. Price concessions represent amounts made for contractual adjustments (discounts). Patient fees receivable is included in Clinic Fees and Insurance Receivables in the Company’s consolidated balance sheets and are recorded net of contractual allowances. Patient fees receivable are recorded at the invoiced amount, net of any expected contractual adjustments and implicit price concessions, and do not bear interest. The Company has agreements with third-party payors that provide for payments at amounts different from the established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Patient service revenues are reported at the estimated net realizable amounts from patients, third-party payors, and others for services rendered. Contractual adjustments arising under reimbursement arrangements with third- party payors are accrued on an estimated basis in the period the related services are rendered and are adjusted in future periods as final settlements are determined. Implicit price concessions are taken based on historical collection experience and reflect the estimated amounts the Company expects to collect. | |
Property and Equipment | Property and Equipment Property and equipment is carried at acquisition cost, net of accumulated depreciation. Costs for repairs and maintenance of property and equipment, after such property and equipment has been placed in service, are expensed as incurred. Costs and related accumulated depreciation are eliminated when property and equipment is sold or otherwise disposed. Sales and disposals may result in asset- specific gains or losses. Any such gains or losses are included as a component of net income (loss). Management computes and records depreciation using the straight-line method. Lease terms range from one Classification Depreciation Cycle Leasehold Improvements (Cycle: Lease Term) 1 to 10 Years Furniture & Fixtures 7 Years Computer Equipment 3 Years Medical Equipment 7 Years Software 3 Years Software (Development in Process) N/A ASC 350-40, Internal Use Software Computer software is considered for internal use when it is developed or purchased for the internal usage and needs of the organization only. Beginning in 2018, the Company began the project build of its own proprietary technology to serve core functions of its business operations such as revenue and medical cost analysis, care management and various facets that promote impactful utilization. At December 31, 2021 and 2020, the Company has categorized $2,433,470 and $2,794,221, respectively to property and equipment for these software costs (specifically to work in progress). The Company’s internally-developed technology has been and is continuing to be designed to standardize the availability of quality data used across the enterprise. The technology requires several components of external input from health plans served by the Company, its provider network and member-patient populations. As internally developed technology is deemed “substantially complete”, it is placed into service and depreciated over three years. In 2021 and 2020, $2,087,022 and $534,931 of capitalized costs was placed into service. Any, and all, costs associated with internally developed technology, following deployment are expensed directly to the Company’s consolidated statements of operations, as incurred. | ||
Fair Value Measurements | Fair Value Measurements The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | Fair Value Measurements The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360, Property, Plant, and Equipment | ||
Goodwill | Goodwill In accordance with ASC 350, Intangibles - Goodwill and Other | Goodwill In accordance with ASC 350, Intangibles – Goodwill and Other , Management tests goodwill for impairment at the reporting unit level. The Company has one reporting unit for the goodwill impairment testing purposes. Goodwill is tested for impairment on an annual basis in the fourth quarter, or more frequently if events or changes in circumstances indicate the carrying value of goodwill may not be recoverable (a “triggering event”). On the occurrence of a triggering event, an entity has the option to first assess qualitative factors to determine whether a quantitative impairment test is necessary. If it is more likely than not that goodwill is impaired, the fair value of the reporting unit (the Company) is compared with its carrying value. An impairment charge is recognized for the amount by which the carrying amount exceeds the fair value, provided, the loss recognized cannot exceed the total amount of goodwill. No goodwill impairment charges were recorded in 2021, 2020 and 2019. See Note 11 “Goodwill.” | |
Intangible Assets | Intangible Assets Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired asset, as well as its commitment to support these assets through continued investment and legal infringement protection. The Company reviews intangible assets, for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the asset exceeds its fair value and the impaired asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. | Intangible Assets Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired asset, as well as its commitment to support these assets through continued investment and legal infringement protection. The Company reviews intangible assets, for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the asset exceeds its fair value and the impaired asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. | |
Leases | Leases The Company accounts for leases in accordance with ASC 842, Leases Some of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company does not currently have any finance leases. The Company’s lease agreements contain variable payments for common area maintenance and utilities. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non-lease component charges. The Company does not have significant residual value guarantees or restrictive covenants in its lease portfolio. | ||
Business Combinations | Business Combinations In accordance with ASC 805, Business Combinations | ||
Equity-Based Compensation | Equity-Based Compensation Unit-Based Compensation Prior to the Business Combinations, P3 Health Group Holdings had granted unit-based awards to certain non-employee Board directors and officers of P3 Health Group Holdings, in the form of non-vested units (the “Incentive Units”). All awards of Incentive Units were equity-classified and measured on the fair value of the award on the date of grant. For equity awards that vest subject to the satisfaction of service-based conditions, compensation cost is measured at the grant date fair value and compensation cost is recognized on a straight-line basis over the requisite service period, which varies by award. For equity awards that vest subject to the satisfaction of performance-based conditions, compensation cost is measured based on the grant date fair value. The Company evaluates the probability of achieving each performance-based condition at each reporting date and recognizes compensation cost when it is deemed probable that the performance-based condition will be met on an accelerated basis over the requisite service period, which varies by award. There have been no issuances of grant awards under the legacy P3 Health Group Holdings incentive program since the Business Combinations. Any future grants will be made under the 2021 Incentive Award Plan. The Company accounts for forfeitures as they occur. As P3 LLC is a subsidiary of the Company, the Company consolidates compensation cost recognized by P3 LLC in its consolidated financial statements. Stock-based compensation is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. The Company estimates the fair value of equity grants using the Black-Sholes option pricing model. The assumptions used in estimating the fair value of these awards, such as expected term, expected dividend yield, volatility, and risk-free interest rate represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As part of our fair value process, we assess the impact of material nonpublic information on our share price or expected volatility, as applicable, at the time of grant. Management’s estimates related to the likelihood of achieving performance conditions is not considered in the estimate of fair value. If actual results are not consistent with the Company’s assumptions and judgments used in making such estimates, the Company may be required to increase or decrease compensation cost, which could be material to the Company’s consolidated results of operations. In connection with the Business Combinations, each Incentive Unit that was outstanding immediately prior to the effective time of the Business Combinations and that was vested (after taking into account any accelerated vesting that occurred in connection with the Business Combinations) was canceled and converted into the right to receive a portion of the merger consideration, which consisted of Common Units of P3 LLC and cash. Each outstanding Incentive Unit that was subject to time-based vesting but had not vested immediately prior to the effective time of the Business Combinations was converted into the right to receive a portion of the merger consideration, which merger consideration remained subject to the original vesting conditions. Each outstanding Incentive Unit that was subject to performance-vesting requirements that were not achieved in connection with the Business Combinations was forfeited without consideration. For each Common Unit held by a participant (whether vested or unvested), the participant also subscribed for a share of Class V Common Stock on a one-for-one basis. | ||
Warrant Liability | Warrant Liability The Company has public and private placement warrants classified as liabilities as well as warrants issued to a capital provider classified as equity. The Company classifies as equity any equity-linked contracts that (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement). Warrants classified as equity are initially measured at fair value. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. The Company classifies as assets or liabilities any equity-linked contracts that (1) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company’s control) or (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). For equity-linked contracts that are classified as liabilities, the Company records the fair value of the equity-linked contracts at each balance sheet date and records the change in the statements of operations as a gain (loss) from change in fair value of warrant liability. The Company’s public warrant liability is valued using observable market prices for those public warrants. The Company’s private placement warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s warrants issued to a capital provider are valued using a Black-Scholes-Merton pricing model based on observable market prices for public shares and warrants. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield, expiration dates and risk-free rates. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The key inputs into the option pricing model as of December 31, 2021 were as follows: Volatility 60.0 % Risk-Free Interest rate 1.26 % Exercise Price $ 11.50 Expected Term 4.9 Years | ||
Premium Deficiency Reserve ("PDR") | Premium Deficiency Reserve (“PDR”) Premium deficiency reserve liabilities are established when it is probable that expected future health care costs and maintenance costs under a group of existing contracts will exceed anticipated future premiums and stop-loss insurance recoveries on those contracts. We assess if a PDR liability is needed through review of current results and forecasts. For purposes of determining premium deficiency losses, contracts are grouped consistent with our method of acquiring, servicing, and measuring the profitability of such contracts. The Company grouped its Medicare Advantage health plan contracts together as a “single group” as P3 operates in one line of business - Medicare Advantage. This single group represents one line of business, to which the Company serves a homogenous/Medicare Advantage population of members. Management further concluded that the costs to administer these contracts are based on centralized and shared service functions. As of December 31, 2021, the PDR liability was $37.8 million. There was no PDR liability as of December 31, 2020. | ||
Healthcare Services Expense and Claims Payable (collectively, "Medical Expenses") | Healthcare Services Expense and Claims Payable (collectively, “Medical Expenses”) The cost of healthcare services is recognized in the period services are provided. This also includes an estimate of the cost of services that have been incurred, but not yet reported (“IBNR”). Medical expenses also include costs for overseeing the quality of care and programs, which focus on patient wellness. Additionally, healthcare expenses can include, from time to time, remediation of certain claims that might result from periodic reviews conducted by various regulatory agencies. IBNR is recorded as “Claims Payable” in the accompanying consolidated balance sheets. The IBNR liability was $101,958,324 and $56,934,400 as of December 31, 2021 and 2020, respectively. Management estimates the Company’s IBNR by applying standard actuarial methodologies, which utilize historical data, including the period between the date services are rendered and the date claims are received (and paid), denied claims activity, expected medical cost inflation, seasonality patterns, and changes in membership mix. IBNR estimates are made on an accrual basis and adjusted in future periods as required. Any adjustments to prior period estimates are included in the current period. Such estimates are subject to the impact from changes in both the regulatory and economic environments. The Company’s claims payable represents Management’s best estimate of its liability for unpaid medical costs as of December 31, 2021 and 2020. | ||
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent we believe it is more likely than not that they will not be realized. We consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under tax law, and results of recent operations. We record uncertain tax positions in accordance with ASC 740 , Income Taxes could have a material impact on our consolidated financial statements. We recognize interest and penalties related to uncertain tax positions as a component of our provision for income taxes. Accrued interest and penalties are included with the related tax liability. See Note 17 “Income Taxes.” | ||
Sales and Marketing Expenses | Sales and Marketing Expenses The Company uses advertising primarily to promote the health plans with whom it conducts business as well as its physician clinics throughout the geographic areas it serves. Advertising costs are charged directly to operations as incurred. Sales and Marketing Expenses totaled $364,127, $1,818,015, $1,502,634 and $801,685 in the Successor Period of 2021 and the Predecessor Periods of 2021, 2020 and 2019, respectively. | ||
Redeemable Non-controlling Interests | Redeemable Non-controlling Interests Redeemable non-controlling interest includes the economic interest of P3 LLC Units not owned by the Company resulting from the Up-C structure as described in Note 1 “Company Operations”. These units have been classified as redeemable non-controlling interest in the Company due to a certain cash redemption feature that is considered outside of the control of the Company. Redeemable non-controlling interests are initially recorded at the transaction price, which is equal to their fair value, then remeasured at fair value at the end of each reporting period, with the remeasurement amount being no less than the initial value, as adjusted for the redeemable non-controlling interest’s share of net income or loss. See Note 24 “Redeemable Non-controlling Interests” for further discussion. |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Summary of the effects of the restatement adjustments on each financial statement line item affected by the restatement as of the dates, and for the periods | The following tables summarize the restatement adjustments on each financial statement line item affected by the restatement as of the dates, and for the periods, indicated: As Previously Network Preferred Returns Class A Units Revenue Reported Adjustments Adjustments Adjustments Adjustment As Restated Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Capitated Revenue $ 294,860,130 $ — $ — $ — $ (4,335,073) $ 290,525,057 Other Patient Service Revenue 8,122,849 — — — (2,763,520) 5,359,329 Total Operating Revenue 302,982,979 — — — (7,098,593) 295,884,386 Medical Expenses 297,570,662 — — — (565,640) 297,005,022 Total Operating Expenses 335,409,517 — — — (565,640) 334,843,877 Operating Loss (32,426,538) — — — (6,532,953) (38,959,491) Interest Expense, net (8,487,374) — 3,993,325 — — (4,494,049) Total Other Expenses (19,148,953) — 3,993,325 — — (15,155,628) Net Loss Attributable to Non-Controlling Interests (5,241,713) 5,241,713 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (46,333,778) (5,241,713) 3,993,325 — (6,532,953) (54,115,119) Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Capitated Revenue $ 147,159,665 $ — $ — $ — $ (5,598,799) $ 141,560,866 Other Patient Service Revenue 4,258,933 — — — (1,233,356) 3,025,577 Total Operating Revenue 151,418,598 — — — (6,832,155) 144,586,443 Medical Expenses 150,679,717 — — — (299,200) 150,380,517 Total Operating Expenses 170,856,707 — — — (299,200) 170,557,507 Operating Loss (19,438,108) — — — (6,532,955) (25,971,063) Interest Expense, net (4,406,240) — 2,036,476 — — (2,369,764) Total Other Expenses (5,529,823) — 2,036,476 — — (3,493,347) Net Loss Attributable to Non-Controlling Interests (1,959,421) 1,959,421 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (23,008,510) (1,959,421) 2,036,476 — (6,532,955) (29,464,410) Condensed Consolidated Statement of Changes in Members' Deficit for the Six Months Ended June 30, 2021 Preferred Return at 8% for Class A Units $ 1,817,564 $ — $ (1,817,564) $ — $ — $ — Net Loss (51,575,491) — 3,993,325 — (6,532,953) (54,115,119) Balance as of June 30,2021 (146,395,455) — 6,743,106 (43,656,170) — (183,308,519) Condensed Consolidated Statement of Changes in Members' Deficit for the Three Months Ended June 30, 2021 Preferred Return at 8% for Class A Units $ 926,852 $ — $ (926,852) $ — $ — $ — Net Loss (24,967,931) — 2,036,476 — (6,532,955) (29,464,410) Balance as of June 30,2021 (146,395,455) — 6,743,106 (43,656,170) — (183,308,519) Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2021 Net Loss $ (51,575,491) $ — $ 3,993,325 $ — $ (6,532,953) $ (54,115,119) Health Plan Settlements Receivable/Premiums Receivable (5,320,861) — — — 6,532,953 1,212,092 Class A and Class D Preferred Returns 3,993,325 — (3,993,325) — — — Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended March 31, 2021 Preferred Return at 8% for Class A Units $ 890,612 $ — $ (890,612) $ — $ — $ — Net Loss (26,607,560) — 1,956,848 — — (24,650,712) Balance as of March 31,2021 (122,918,168) — 5,633,581 (43,656,269) 6,532,954 (154,407,902) Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2020 Balance as of December 31, 2020 $ (97,661,735) $ — $ 4,567,346 $ (43,656,270) $ 6,532,954 $ (130,217,705) *Rounding may cause variances | As Previously Network Preferred Returns Class A Units Revenue Reported Adjustments Adjustments Adjustments Adjustments As Restated Consolidated Balance Sheet as of December 31, 2020 Health Plan Settlement Receivable $ 38,429,833 $ — $ — $ — $ 6,532,954 $ 44,962,787 Total Current Assets 84,347,633 — — — 6,532,954 90,880,587 Total Assets 99,902,252 — — — 6,532,954 106,435,206 Class A Units Subject to Possible Redemption — — — 43,656,270 — 43,656,270 Class D Units Subject to Possible Redemption 51,608,900 — (4,567,346) — — 47,041,554 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 3,815,034 — (3,815,034) — — — Accumulated Equity-Based Compensation 1,368,567 — — (921,092) — 447,475 Retained Loss from Non-Controlling Interests (18,187,381) 18,187,381 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (126,242,225) (18,187,381) 8,382,381 (970,908) 6,532,954 (130,485,179) Total Member’s Deficit (97,661,735) — 4,567,346 (43,656,270) 6,532,954 (130,217,705) Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) 99,902,252 — — — 6,532,954 106,435,206 Consolidated Statement of Operations for the Year Ended December 31, 2020 Capitated Revenue $ 471,551,241 $ — $ — $ — $ 9,188,336 $ 480,739,577 Other Patient Service Revenue 13,990,050 — — — (3,666,102) 10,323,948 Total Operating Revenue 485,541,291 — — — 5,522,234 491,063,525 Medical Expenses 485,513,143 — — — (1,010,720) 484,502,423 Total Operating Expenses 520,661,923 — — — (1,010,720) 519,651,203 Operating Loss (35,120,632) — — — 6,532,954 (28,587,678) Interest Expense, net (9,970,260) — 7,437,080 — — (2,533,180) Total Other Income (Expense) (10,260,944) — 7,437,080 — — (2,823,864) Net Loss Attributable to Non-Controlling Interests (4,307,071) 4,307,071 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (41,074,505) (4,307,071) 7,437,080 — 6,532,954 (31,411,542) Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2020 Preferred Return(s) at 8% (Class A + Class D Units) $ 7,437,080 $ — $ (7,437,080) $ — $ — $ — Net Loss (45,381,576) — 7,437,080 — 6,532,954 (31,411,542) Balance as of December 31, 2020 (97,661,735) — 4,567,346 (43,656,270) 6,532,954 (130,217,705) Consolidated Statements of Cash Flows for the Year Ended December 31 2020 Net Loss $ (45,381,576) $ — $ 7,437,080 $ — $ 6,532,954 $ (31,411,542) Health Plan Settlements Receivable/Premiums Receivable (20,974,286) — — — (6,532,954) (27,507,240) Class A and Class D Preferred Returns 7,437,080 — (7,437,080) — — — Consolidated Balance Sheet as of December 31, 2019 Class A Units Subject to Possible Redemption $ — $ — $ — $ 43,656,270 $ — $ 43,656,270 Class D Units Subject to Possible Redemption 47,556,622 — (515,068) — — 47,041,554 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 430,230 — (430,230) — — — Accumulated Equity-Based Compensation 921,092 — — (921,092) — — Retained Loss from Non-Controlling Interests (13,880,310) 13,880,310 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (85,167,716) (13,880,310) 945,297 (970,908) — (99,073,637) Total Member’s Deficit (55,932,434) — 515,068 (43,656,271) — (99,073,637) Consolidated Statement of Operations for the Year Ended December 31, 2019 Capitated Revenue $ 138,727,943 $ — $ — $ — $ 604,764 $ 139,332,707 Other Patient Service Revenue 7,166,889 — — — (1,017,484) 6,149,405 Total Operating Revenue 145,894,832 — — — (412,720) 145,482,112 Medical Expenses 141,442,457 — — — (412,720) 141,029,737 Total Operating Expenses 185,430,503 — — — (412,720) 185,017,783 Interest Expense, net (3,479,139) — 945,297 — — $ (2,533,842) Total Other Income (Expense) (3,381,184) — 945,297 — — (2,435,887) Net Loss Attributable to Non-Controlling Interests (7,907,592) 7,907,592 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (35,009,263) (7,907,592) 945,297 — — (41,971,558) Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2019 Preferred Return(s) at 8% (Class A + Class D Units) $ 945,298 $ — $ (945,298) $ — $ — $ — Net Loss (42,916,855) — 945,297 — — (41,971,558) Conversion of Debt to Class A Units 3,764,025 — — (3,764,025) — — Class A Units Issued 11,184,468 — — (11,184,468) — — Redemption of Class A Units (15,000,000) — — 15,000,000 — — Modification of Class A — — — (1,892,002) — (1,892,002) Balance as of December 31, 2019 (55,932,434) — 515,068 (43,656,271) — (99,073,637) Consolidated Statements of Cash Flows for the Year Ended December 31 2019 Net Loss $ (42,916,855) $ — $ 945,297 $ — $ — $ (41,971,558) Class A and Class D Preferred Returns 945,297 — (945,297) — — — Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2018 Balance as of December 31, 2018 $ (13,868,589) $ — $ — $ (41,815,530) $ — $ (55,684,119) |
Significant Accounting Polic_15
Significant Accounting Policies (Tables) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Summary of key inputs into the option pricing model | February 12, 2021 (Initial Measurement) December 3, 2021 Risk-free interest rate 0.56 % 1.13 % Trading days per year 252 252 Expected volatility 17.8 % 21.0 % Exercise price $ 11.50 $ 11.50 Stock Price $ 9.65 $ 9.48 | ||
P3 Health Partners Inc. | |||
Summary of total cash balances | Successor June 30, 2022 December 31, 2021 Unrestricted $ 63,145,379 $ 140,477,586 Restricted 753,920 356,286 Total Cash Balances $ 63,899,299 $ 140,833,872 Predecessor June 30, 2021 Unrestricted $ 16,322,893 Restricted 223,872 Total Cash Balances $ 16,546,765 | Successor Predecessor December 31, December 31, 2021 2020 Checking $ 140,477,586 $ 36,261,104 Restricted 356,286 3,641,843 Total Cash Balances $ 140,833,872 $ 39,902,947 Predecessor December 2, December 31, December 31, 2021 2020 2019 Checking $ 5,300,842 $ 36,261,104 $ 32,592,496 Restricted 54,095 3,641,843 312,352 Total Cash Balances $ 5,354,937 $ 39,902,947 $ 32,904,848 | |
Summary of health plans from which the Company has a concentration of revenue that is 10.0%, or more | Successor Predecessor Three Months Ended Three Months Ended June 30, 2021 Plan Name June 30, 2022 % of Total (As Restated) % of Total Health Plan C $ 54,392,897 20.2 % $ 18,412,847 12.7 % Health Plan B 45,818,789 17.0 % 33,449,667 23.2 % Health Plan A 48,047,307 17.8 % 39,119,191 27.1 % Health Plan D 36,013,196 13.4 % 27,231,621 18.8 % All Other 85,181,782 31.6 % 26,373,118 18.2 % Total Revenue $ 269,453,971 100 % $ 144,586,444 100 % Successor Predecessor Six Months Ended Six Months Ended June 30, 2021 Plan Name June 30, 2022 % of Total (As Restated) % of Total Health Plan C $ 109,714,073 20.2 % $ 37,693,084 12.7 % Health Plan B 93,838,172 17.3 % 67,034,039 22.7 % Health Plan A 93,285,372 17.2 % 77,813,676 26.3 % Health Plan D 72,876,157 13.4 % 54,925,880 18.6 % All Other 173,284,531 31.9 % 58,417,707 19.7 % Total Revenue $ 542,998,305 100 % $ 295,884,386 100 % | Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, Revenue Type 2021 % of Total 2021 % of Total 2020 % of Total 2019 % of Total Capitated Revenue $ 57,224,539 97 % $ 567,735,297 98 % $ 480,739,577 98 % $ 139,332,707 96 % Other Patient Service Revenue: Clinical Fees & Insurance Revenue 750,675 2 % 4,318,074 1 % 3,364,504 1 % 3,312,107 2 % Shared Risk Revenue 180,558 0 % 601,509 0 % 1,111,466 0 % 932,301 1 % Care Coordination / Management Fees 600,175 1 % 5,880,397 1 % 5,614,539 1 % 1,893,553 1 % Incentive Fees 6,450 0 % 67,141 0 % 233,439 0 % 11,444 0 Total Other Patient Service Revenue 1,537,858 3 % 10,867,121 2 % 10,323,948 2 % 6,149,405 4 % Total Revenue $ 58,762,397 100 % $ 578,602,418 100 % $ 491,063,525 100 % $ 145,482,112 100 % Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, Plan Name 2021 % of Total 2021 % of Total 2020 % of Total 2019 % of Total Health Plan A $ 11,664,112 20 % $ 139,289,079 24 % $ 147,906,495 30 % $ — — Health Plan B 12,757,714 22 % 126,460,232 22 % 112,384,330 23 % 13,557,771 9 % Health Plan C 6,156,558 10 % 71,061,602 12 % 66,237,074 13 % 27,788,287 19 % Health Plan D 10,337,160 18 % 114,496,751 20 % 62,683,829 13 % 6,106,544 4 % Health Plan E 1,820,518 3 % 22,249,245 4 % 28,880,247 6 % 39,265,322 27 % Health Plan F 2,446,094 4 % 26,670,388 5 % 24,521,349 5 % 26,703,364 18 % Health Plan G — — % 264,006 — % 22,646,251 5 % 20,157,166 14 % All Other 13,580,241 23 % 78,111,115 13 % 25,803,950 5 % 11,903,658 9 % Total Revenue $ 58,762,397 100 % $ 578,602,418 100 % $ 491,063,525 100 % $ 145,482,112 100 % | |
Summary of settlement receivables (health plan surpluses) and settlement payables (health plan deficits), by health plan, by year | Health Plan Receivables Successor June 30, 2022 December 31, 2021 Health Plan A $ 4,296,896 $ 4,695,712 Health Plan B 24,371,497 15,473,828 Health Plan C 32,543,742 1,380,752 Health Plan D 13,749,578 6,651,586 Health Plan E 517,654 2,439,046 Health Plan F 1,435,258 2,925,751 Health Plan G 19,890 239,375 Health Plan H 3,795,423 2,185,619 Health Plan I 1,504,353 1,134,750 Health Plan J 317,704 149,915 Health Plan K 666,312 2,705,147 Health Plan L 260,317 899,560 Health Plan M 3,310,581 1,747,116 Health Plan N 1,596,377 974,092 Health Plan O 2,696,375 666,291 Health Plan P 415,688 106,162 Health Plan Q 351,090 61,990 Health Plan R 4,426,655 3,578,682 Health Plan S 600,639 — Health Plan T 2,198,285 2,175,324 Health Plan U 723,797 60,306 Health Plan W 8,299 — Total Health Plan Receivables $ 99,806,410 $ 50,251,004 Health Plan Settlement Payables Successor June 30, 2022 December 31, 2021 Health Plan A $ 109,085 $ — Health Plan B 11,700,274 11,700,274 Health Plan D — 3,882,250 Health Plan F 5,144,469 6,085,425 Health Plan G 885,194 776,164 Health Plan I (147,868) (215,626) Health Plan O 16,552 (39,151) Health Plan U 226,209 226,209 Health Plan V 88,480 133,149 Total Health Plan Settlement Payables $ 18,022,395 $ 22,548,694 | Health Plan Receivables Successor Predecessor December 31, December 31, Health Plan Name 2021 2020 Health Plan A $ 4,695,712 $ 5,732,221 Health Plan B 15,473,828 15,316,696 Health Plan C 1,380,752 7,332,687 Health Plan D 6,651,586 6,863,270 Health Plan E 2,439,046 2,194,209 Health Plan F 2,925,751 3,222,247 Health Plan G 239,375 2,735,562 Health Plan H 2,185,619 878,866 Health Plan I 1,134,750 17,908 Health Plan J 149,915 285,730 Health Plan K 2,705,147 4,569 Health Plan L 899,560 378,822 Health Plan M 1,747,116 — Health Plan N 974,092 — Health Plan O 666,291 — Health Plan P 106,162 — Health Plan Q 61,990 — Health Plan R 3,578,682 — Health Plan T 2,175,324 — Health Plan U 60,306 — Total Health Plan Receivables $ 50,251,004 $ 44,962,787 Health Plan Settlement Payables Successor Predecessor December 31, December 31, Health Plan Name 2021 2020 Health Plan B $ 11,700,274 $ — Health Plan C — 1,928,414 Health Plan D 3,882,250 4,680,185 Health Plan F 6,085,425 6,125,681 Health Plan G 776,164 1,008,495 Health Plan I (215,626) — Health Plan O (39,151) — Health Plan U 226,209 — Health Plan V 133,149 — Total Health Plan Settlement Payables $ 22,548,694 $ 13,742,775 | |
Summary of estimated useful lives applicable to PP&E | Classification Depreciation Cycle Leasehold Improvements (Cycle: Lease Term) 1 to 10 Years Furniture & Fixtures 7 Years Computer Equipment 3 Years Medical Equipment 7 Years Software 3 Years Software (Development in Process) N/A | ||
Summary of key inputs into the option pricing model | Volatility 60.0 % Risk-Free Interest rate 1.26 % Exercise Price $ 11.50 Expected Term 4.9 Years |
Business Combinations (Tables_2
Business Combinations (Tables) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Summary of future consolidated results of operations | Six Months Ended June 30, 2021 (Unaudited) Total Operating Revenue $ 369,698,137 Net Profit $ (173,796,294) Net Loss Attributable to Non-controlling Interest $ (143,555,739) Net Loss Attributable to Controlling Interest $ (30,240,555) | Year Ended Year Ended December 31, December 31, 2021 2020 (Unaudited) (Unaudited) Total Operating Revenue $ 793,447,211 $ 615,487,335 Net Loss $ (259,282,984) $ (198,926,617) Net Loss Attributable to Non-controlling Interest $ (214,167,745) $ (164,313,386) Net Loss Attributable to Controlling Interest $ (45,115,239) $ (34,613,231) |
P3 Llc | ||
Business Acquisition [Line Items] | ||
Summary of purchase consideration | Successor December 31, Foresight 2021 Equity $ 80,300,733 Fair Value of Non-controlling Interest 1,807,427,576 Stock Compensation Pre-combination Services 26,313,476 Cash Consideration 18,405,083 Payment of P3 Health Group Holdings, LLC’s Transaction Costs 19,151,752 Total Purchase Consideration $ 1,951,598,620 | Successor December 31, 2021 Foresight Equity $ 80,300,733 Fair Value of Non-controlling Interest 1,807,427,576 Stock Compensation Pre-combination Services 26,313,476 Cash Consideration 18,405,083 Payment of P3 Health Group Holdings, LLC’s Transaction Costs 19,151,752 Total Purchase Consideration $ 1,951,598,620 |
Summary of purchase price allocation to assets and liabilities | Purchase Price Allocation Amounts Assets Acquired: Cash $ 5,300,842 Restricted Cash 54,095 Health Plan Settlement Receivables 47,733,033 Clinic Fees and Insurance Receivables, Net 426,064 Other Receivables 1,880,939 Prepaid Expenses and Other Current Assets 938,413 Property and Equipment, Net 7,875,234 Intangible Assets, Net: Customer Relationships 684,000,000 Provider Network 3,700,000 Trademarks 147,700,000 Goodwill 1,278,452,778 Notes Receivable 3,734,012 Right of Use Assets 6,870,279 Total Assets Acquired $ 2,188,665,689 Liabilities Assumed: Accounts Payable and Accrued Expenses $ 25,819,091 Accrued Payroll 2,868,664 Health Plans Settlements Payable 25,007,542 Claims Payable 76,031,460 Premium Deficiency Reserve 11,559,067 Accrued Interest 9,268,846 Current Portion of Long-Term Debt 301,443 Lease Liability 6,210,956 Long-Term Debt, Net of Current Portion 80,000,000 Total Liabilities Assumed $ 237,067,069 Net Assets Acquired $ 1,951,598,620 | Assets Acquired: Cash $ 5,300,842 Restricted Cash 54,095 Health Plan Settlement Receivables 47,733,033 Clinic Fees and Insurance Receivables, Net 426,064 Other Receivables 1,880,939 Prepaid Expenses and Other Current Assets 938,413 Property and Equipment, Net 7,875,234 Intangible Assets, Net: Customer Relationships 684,000,000 Provider Network 3,700,000 Trademarks 147,700,000 Goodwill 1,278,452,778 Notes Receivable, Net 3,734,012 Right of Use Assets 6,870,279 Total Assets Acquired 2,188,665,689 Liabilities Assumed: Accounts Payable and Accrued Expenses 25,819,091 Accrued Payroll 2,868,664 Health Plans Settlements Payable 25,007,542 Claims Payable 76,031,460 Premium Deficiency Reserve 11,559,067 Accrued Interest 9,268,846 Current Portion of Long-Term Debt 301,443 Lease Liability 6,210,956 Long-Term Debt, Net of Current Portion 80,000,000 Total Liabilities Assumed 237,067,069 Net Assets Acquired $ 1,951,598,620 |
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | ||
Business Acquisition [Line Items] | ||
Summary of purchase price allocation to assets and liabilities | Purchase Price Allocation Successor Period Predecessor Period Assets Acquired: Cash $ 20,547,337 $ 3,000 Restricted Cash 302,187 — Health Plan Settlement Receivables 5,754,006 — Clinic Fees and Insurance Receivables, Net 141,186 — Other Receivables 726,378 — Prepaid Expenses and Other Current Assets 1,189,575 — Property and Equipment, Net 113,436 5,896 Intangible Assets, Net: Customer Relationships — 2,045,604 Pay or Contracts 4,700,271 — Provider Network 1,100,000 — Trademarks 900,000 — Medical Licenses 700,000 — Goodwill 31,297,438 2,934,500 Total Assets Acquired $ 67,471,814 $ 4,989,000 Liabilities Assumed: Accounts Payable and Accrued Expenses $ 150,196 $ — Accrued Payroll 277,074 — Health Plans Settlements Payable 133,149 — Claims Payable 26,898,074 — Total Liabilities Assumed 27,458,493 — Net Assets Acquired $ 40,013,321 $ 4,989,000 | Successor Predecessor Period Period Assets Acquired: Cash $ 20,547,337 $ 3,000 Restricted Cash 302,187 — Health Plan Settlement Receivables 5,754,006 — Clinic Fees and Insurance Receivables, Net 141,186 — Other Receivables 726,378 — Prepaid Expenses and Other Current Assets 1,189,575 — Property and Equipment, Net 113,436 5,896 Intangible Assets, Net: Customer Relationships — 2,045,604 Payor Contracts 4,700,271 — Provider Network 1,100,000 — Trademarks 900,000 — Medical Licenses 700,000 — Goodwill 31,297,438 2,934,500 Total Assets Acquired 67,471,814 4,989,000 Liabilities Assumed: Accounts Payable and Accrued Expenses 150,196 — Accrued Payroll 277,074 — Health Plans Settlements Payable 133,149 — Claims Payable 26,898,074 — Total Liabilities Assumed 27,458,493 — Net Assets Acquired $ 40,013,321 $ 4,989,000 |
Fair Value Measurements and H_8
Fair Value Measurements and Hierarchy (Tables) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Summary of changes in company's Level 3 fair value measurements | Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 12, 2021 (including over-allotment) 280,875 10,857,917 11,138,792 Change in valuation inputs or other assumptions $ 71,550 $ 2,002,917 $ 2,074,467 Fair value as of December 2, 2021 $ 352,425 $ 12,860,834 $ 13,213,259 | ||
P3 Health Partners Inc. | |||
Class of Warrant or Right [Line Items] | |||
Schedule of carrying amounts of financial instruments | Successor June 30, 2022 December 31, 2021 Financial assets: Cash $ 63,145,379 $ 140,477,586 Restricted cash 753,920 356,286 Clinics fees and insurance receivables, net 1,931,291 1,090,104 Other receivables 261,935 726,903 Financial liabilities: Accounts payable and accrued expenses 20,693,070 17,730,683 Warrants liabilities 5,429,009 11,382,826 | Successor Predecessor December 31, December 31, 2021 2020 Financial Assets: Cash $ 140,477,586 $ 36,261,104 Restricted Cash $ 356,286 $ 3,641,843 Clinics Fees and Insurance Receivables, Net $ 1,090,104 $ 675,954 Other Receivables $ 726,903 $ 146,117 Financial Liabilities: Accounts Payable and Accrued Expenses $ 17,730,683 $ 11,793,125 Liability for Warrants $ 11,382,826 $ 6,316,605 | |
Summary of Level 3 inputs into option pricing model | The key Level 3 inputs into the option pricing model as of June 30, 2022 relating to the Private Placement Warrants to purchase Class A Common Stock were as follows: Volatility 65.00 % Risk-Free Interest rate 3.00 % Exercise Price $ 11.50 Expected Term 4.4 Years The key Level 3 inputs into the option pricing model as of December 31, 2021 relating to the Private Placement Warrants to purchase Class A Common Stock were as follows: Volatility 60.00 % Risk-Free Interest rate 1.26 % Exercise Price $ 11.50 Expected Term 4.9 Years | ||
Summary of changes in company's Level 3 fair value measurements | Successor Predecessor Six Months Ended June Six Months Ended June 30, 2022 30, 2021 Beginning Balance of Private Warrant Liability $ 502,276 $ 6,316,605 Mark-to-Market Adjustment for Stock Warrants (344,101) 10,661,579 Ending Balance of Private Warrant Liability $ 158,175 $ 16,978,184 | Successor Predecessor December 3, 2021 through Year December 31, January 1, 2021 Ended 2021 through December (Private December 2, 2021 31, 2020 Placement (Class D (Class D Warrants) Warrants) Warrants) Beginning Balance $ 793,650 $ 6,316,605 $ N/A Issuance of Class D Warrants — — 6,316,605 Mark-to-Market Adjustment for Stock Warrants (291,374) 7,664,869 — Ending Balance $ 502,276 $ 13,981,474 $ 6,316,605 | |
P3 Health Partners Inc. | Class D Warrants | |||
Class of Warrant or Right [Line Items] | |||
Summary of Level 3 inputs into option pricing model | Volatility 65.0 % Risk-Free Interest rate 0.10 % Exercise Price $ 4.68 Expected Term 1.1 Years | ||
P3 Health Partners Inc. | Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Summary of Level 3 inputs into option pricing model | Volatility 60.0 % Risk-Free Interest rate 1.26 % Exercise Price $ 11.50 Expected Term 4.9 Years |
Patient Fees Receivable (Tabl_2
Patient Fees Receivable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Disaggregation of Revenue [Line Items] | ||
Schedule of patient fees receivable | Successor June 30, 2022 December 31, 2021 Total Receivables: Gross $ 2,698,072 $ 2,641,182 Less: Contractual Allowances (2,129,238) (1,968,750) Receivables Net of Contractual Allowances $ 568,834 $ 672,432 | Successor Predecessor December 31, December 31, 2021 2020 Total Receivables: Gross $ 2,641,182 $ 1,041,300 Less: Contractual Allowances (1,968,750) (791,837) Receivables Net of Contractual Allowances $ 672,432 $ 249,463 Commercial $ 362,851 $ 85,504 Medicare / Medicaid 280,265 116,220 Self Pay 29,316 47,739 Receivables Net of Contractual Allowances $ 672,432 $ 249,463 |
Property and Equipment (Table_2
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Property, Plant and Equipment [Line Items] | ||
Summary of property and equipment balances | Successor June 30, 2022 December 31, 2021 Leasehold Improvements $ 1,582,725 $ 1,537,091 Furniture & Fixtures 1,360,095 1,108,184 Computer Equipment & Software 2,703,230 2,700,617 Medical Equipment 414,100 414,100 Software (Development in Process) 3,533,823 2,433,470 Other 36,788 36,788 9,630,761 8,230,250 Less: Accumulated Depreciation (1,337,796) (182,321) Property and Equipment, Net $ 8,292,965 $ 8,047,929 | Successor Predecessor December 31, December 31, 2021 2020 Leasehold Improvements $ 1,537,091 $ 1,392,688 Furniture & Fixtures 1,108,184 1,150,789 Computer Equipment & Software 2,700,617 1,947,894 Medical Equipment 414,100 457,822 Software (Development in Process) 2,433,470 2,794,221 Other 36,788 — 8,230,250 7,743,414 Less: Accumulated Depreciation (182,321) (1,592,827) Property and Equipment, Net $ 8,047,929 $ 6,150,587 |
Goodwill (Tables)_2
Goodwill (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Goodwill [Line Items] | ||
Summary of changes in goodwill | June 30, 2022 Balance at December 31, 2021 $ 1,309,750,216 Impairment charges (851,455,754) Balance at June 30, 2022 $ 458,294,462 | Predecessor Balance at December 31, 2019 $ 741,128 Acquisitions 130,000 Balance at December 31, 2020 871,128 Acquisitions 2,934,500 Balance at December 2, 2021 $ 3,805,628 Successor Balance at December 3, 2021 (1) $ 1,278,452,778 Acquisitions 31,297,438 Balance at December 31, 2021 $ 1,309,750,216 (1) Represents the opening balance of goodwill as of December 3, 2021 due to the Business Combination |
Intangible Assets (Tables)_2
Intangible Assets (Tables) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Schedule of changes in other intangible assets | Customer Provider Medical Relationships Trademarks Payor Contracts Network Licenses Total Balance at December 31, 2021 $ 678,300,000 $ 147,369,167 $ 4,700,271 $ 4,769,167 $ 700,000 $ 835,838,605 Amortization (34,200,000) (7,610,000) (235,014) (240,000) — (42,285,014) Balance at June 30, 2022 $ 644,100,000 139,759,167 4,465,257 4,529,167 700,000 793,553,591 | Predecessor Customer Relationships Total Balance at December 31, 2020 $ — $ — Acquisitions 2,045,604 2,045,604 Amortization (34,396) (34,396) Balance at December 2, 2021 $ 2,011,208 $ 2,011,208 Successor Customer Payor Provider Medical Relationships Trademarks Contracts Network Licenses Total Balance at December 3, 2021 (1) $ 684,000,000 $ 147,700,000 $ — $ 3,700,000 $ — $ 835,400,000 Acquisitions — 900,000 4,700,271 1,100,000 700,000 7,400,271 Amortization (5,700,000) (1,230,833) — (30,833) — (6,961,666) Balance at December 31, 2021 $ 678,300,000 $ 147,369,167 $ 4,700,271 $ 4,769,167 $ 700,000 $ 835,838,605 (1) Represents the opening balance of intangibles as of December 3, 2021 due to the Business Combination |
Schedule of weighted average remaining useful life of definite lived intangible assets | Customer Payor Provider Relationships Trademarks Contracts Network Weighted average remaining useful life 9.9 years 9.9 years 10 years 9.9 years |
Claims Payable (Tables)_2
Claims Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Summary of activity in the liability for claims payable and healthcare expenses | Successor Predecessor December 3, 2021 January 1, 2021 Year Ended through December 31, through December 2, December 31, 2021 2021 2020 Claims Unpaid, Beginning of Period $ 76,031,460 $ 56,934,400 $ 19,859,348 Incurred, Related to: Current Period 55,148,939 525,366,213 418,103,177 Prior Period(s) 174,408 3,313,744 — Total Incurred 55,323,347 528,679,957 418,103,177 Paid, Related to: Current Period 53,366,035 453,940,969 361,512,059 Prior Period(s) 2,928,522 55,641,928 19,516,066 Total Paid 56,294,557 509,582,897 381,028,125 Claims Unpaid Assumed in Acquisitions 26,898,074 — — Claims Unpaid, End of Period $ 101,958,324 $ 76,031,460 $ 56,934,400 | |
P3 Health Partners Inc. | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Summary of activity in the liability for claims payable and healthcare expenses | Successor Six Months Ended June 30, 2022 Claims Unpaid, Beginning of Period $ 101,958,324 Incurred, Related to: Current Period 468,944,879 Prior Period(s) 7,097,685 Total Incurred 476,042,564 Paid, Related to: Current Period 340,629,168 Prior Period(s) 98,049,353 Total Paid 438,678,521 Claims Unpaid Assumed in Acquisitions Claims Unpaid, End of Period $ 139,322,367 |
Debt (Tables)
Debt (Tables) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Schedule of rollforward the long-term debt balances | Successor LTD-A LTD-C LTD-D LTD-E Total Balance at December 31, 2021 $ — $ 15,000,000 $ 65,000,000 $ 46,101 $ 80,046,101 Issued in 2022 — — — — — Principal Payments in 2022 — — — (46,101) (46,101) Balance at June 30, 2022 $ — $ 15,000,000 $ 65,000,000 $ — $ 80,000,000 | Predecessor LTD-A LTD-C LTD-D LTD-E Totals Balance at December 31, 2019 $ 1,516,598 $ 15,000,000 $ — $ — $ 16,516,598 Issued in 2020 — — 40,000,000 180,000 40,180,000 Principal Payments in 2020 (1,516,598) — — (43,911) (1,560,509) Balance at December 31, 2020 — 15,000,000 40,000,000 136,089 55,136,089 Issued in 2021 — — 25,000,000 — 25,000,000 Principal Payments in 2021 — — — (82,563) (82,563) Balance at December 2, 2021 $ — $ 15,000,000 $ 65,000,000 $ 53,526 $ 80,053,526 Successor LTD-A LTD-C LTD-D LTD-E Totals Balance at December 3, 2021 (1) $ — $ 15,000,000 $ 65,000,000 $ 53,526 $ 80,053,526 Issued in 2021 — — — — — Principal Payments in 2021 — — — (7,425) (7,425) Balance at December 31, 2021 $ — $ 15,000,000 $ 65,000,000 $ 46,101 $ 80,046,101 1) Represents the opening balance of goodwill as of December 3, 2021 due to the Business Combination |
Schedule of long tern debt fiscal maturity disclosures | Interest Total Cash Principal PIK Cash Interest Payments* July 1, 2022 to December 31, 2022 $ — $ 2,660,461 $ 2,788,374 $ 2,788,374 2023 — 5,624,513 5,675,461 5,675,461 2024 — 6,061,814 5,882,309 5,882,309 2025 65,000,000 6,274,526 19,518,225 84,518,225 2026 15,000,000 1,851,284 20,054,451 35,054,451 Total $ 80,000,000 $ 22,472,598 $ 53,918,820 $ 133,918,820 * Total Payments Cash and Non-Cash (PIK) | Interest Total Cash Principal PIK Cash Interest Payments* 2022 $ 46,101 $ 5,225,890 $ 5,479,398 $ 5,525,499 2023 — 5,624,513 5,675,461 5,675,461 2024 — 6,061,814 5,882,309 5,882,309 2025 65,000,000 6,274,526 19,518,225 84,518,225 2026 15,000,000 1,851,284 20,054,451 35,054,451 Total $ 80,046,101 $ 25,038,027 $ 56,609,844 $ 136,655,945 * Total Cash Payments consist of principal and cash interest. |
Schedule of total payments cash and non-Cash of interest | Successor June 30, 2022 December 31, 2021 Total Principal $ 80,000,000 $ 80,046,101 Less: Current Portion of Long-Term Debt — (46,101) Long Term Debt $ 80,000,000 $ 80,000,000 | Successor Predecessor December 31, 2021 December 31, 2020 Total Principal $ 80,046,101 $ 55,136,089 Less: Current Portion of Long-Term Debt (46,101) (89,988) Less: Loan Origination Fees — (3,566,718) Add: Accumulated Amortization of Loan Origination Fees — 80,237 Less: Discount for Issuance of Class D Warrants — (6,316,605) Add: Accumulated Amortization of Discount — 144,971 Long Term Debt $ 80,000,000 $ 45,387,986 |
Schedule of short term debt | Third quarter 2022 $ 1,178,229 Total $ 1,178,229 | First quarter 2022 $ 1,178,344 Second quarter 2022 1,235,955 Third quarter 2022 1,164,262 Total $ 3,578,561 |
Income Taxes (Tables)
Income Taxes (Tables) | 11 Months Ended | 12 Months Ended |
Dec. 02, 2021 | Dec. 31, 2021 | |
Income Tax [Line Items] | ||
Schedule of reconciliation between the income tax provision computed by applying the statutory federal rate and the actual provision | December 2, December 31, 2021 2020 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrant liabilities (1.76) % 0.00 % Transaction costs incurred in connection with IPO 0.00 % 0.00 % Fair value of warrant liability in excess of proceeds from Private Placement 0.00 % 0.00 % Change in valuation allowance (19.24) % (21.00) % Income tax provision 0.00 % 0.00 % | |
Schedule of deferred income tax assets and liabilities | December 2, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 38,800 $ 480 Startup/Organization Expenses 4,728,629 — Total deferred tax assets, net 4,767,429 480 Valuation Allowance (4,767,429) (480) Deferred tax assets, net of valuation allowance $ — $ — | |
P3 Health Partners Inc. | ||
Income Tax [Line Items] | ||
Schedule of components of loss before taxes | Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 2019 Domestic $ (57,937,929) $ (146,399,938) $ (31,411,542) $ (41,971,558) Foreign — — — — Total $ (57,937,929) $ (146,399,938) $ (31,411,542) $ (41,971,558) | |
Schedule of reconciliation between the income tax provision computed by applying the statutory federal rate and the actual provision | Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 2019 Tax at Federal statutory rate $ (12,166,545) $ (30,743,987) $ (6,596,424) $ (8,814,027) State taxes, net of Federal Benefit (98,755) — — — Allocable loss from investment in P3 LLC 1,550,420 — — — SPAC warrants change in fair-value (477,048) — — — Non-controlling interest and nontaxable income 8,359,391 30,743,987 6,596,424 8,814,027 Permanent book to tax differences 283 — — — Change in valuation allowance 2,832,254 — — — Total $ — $ — $ — $ — Effective tax rate — % — % — % — % | |
Schedule of deferred income tax assets and liabilities | Successor Predecessor December 31, December 31, 2021 2020 Deferred tax assets: Investment in P3 LLC $ — $ — Net operating loss carryforwards 6,921,601 — Accrued liabilities 3,306,695 — Section 163j Interest Limitation 1,232,477 — Other deferred tax assets 3,970 — Total deferred tax assets 11,464,743 — Valuation allowance (9,621,431) — Net deferred tax assets 1,843,312 — Deferred tax liabilities: Other deferred tax liabilities (87,415) Goodwill and identifiable intangible assets (1,755,897) — Total deferred tax liabilities (1,843,312) — Net deferred tax asset $ — $ — |
Share-Based Compensation (Tab_2
Share-Based Compensation (Tables) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of fair value assumptions | FMV / Unit Valuation Volatility RF Rate Time at Grant Date 03.31.2021 60 % 0.06 % 0.90 $ 4.74 12.31.2020 65 % 0.10 % 1.10 $ 0.49 06.11.2020 45 % 0.19 % 1.70 $ 0.15 11.04.2019 45 % 1.60 % 2.30 $ 0.13 12.31.2018 40 % 2.46 % 3.10 $ 0.15 | |
Schedule of number of Class C Units (Performance-based and Time- based) activity and weighted average fair market values | Weighted Weighted Average Average Grant-Date Time Based Grant-Date Performance Fair Value Units Fair Value Based Units Outstanding and non-vested at December 31, 2021 $ 9.20 5,471,400 $ — — Granted during period — — — — Vested 9.20 4,869,786 — — Cancelled/forfeited — — — — Outstanding and non-vested at June 30, 2022 $ 9.20 601,614 $ — — | Weighted Weighted Average Average Grant-Date Time Based Grant-Date Performance Fair Value Units Fair Value Based Units Outstanding and non-vested at December 31, 2018 $ 0.16 1,550,000 $ 0.03 500,000 Granted 0.13 1,125,000 0.04 1,375,000 Vested 0.15 (633,333) — — Cancelled/forfeited 0.14 (654,167) 0.07 (250,000) Outstanding and non-vested at December 31, 2019 $ 0.13 1,387,500 0.04 1,625,000 Granted 0.49 600,000 0.04 950,000 Vested 0.30 (443,750) — — Cancelled/forfeited — — — — Outstanding and non-vested at December 31, 2020 $ 0.49 1,543,750 $ 0.04 2,575,000 Granted 4.74 985,000 0.38 60,000 Vested 1.12 (660,417) — — Cancelled/forfeited 0.49 (280,000) 0.04 (950,000) Outstanding and non-vested at December 2, 2021 $ 2.66 1,588,333 $ 0.04 1,685,000 |
Schedule of compensation costs | Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, 2021 2021 2020 2019 Grant date fair value of profits interests - time-based $ 23,999,330 $ 4,669,885 $ 317,958 $ 316,000 Profits interest compensation cost - time-based $ 4,635,142 $ 3,524,277 $ 447,475 $ 474,042 Grant date fair value of profits interests - performance-based $ — $ 103,000 $ 65,000 $ 15,000 Profits interest compensation cost - performance based $ — $ 176,975 $ — $ — | |
Class V shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of share-based compensation activity | Weighted Weighted Average Average Grant-Date Time Based Grant-Date Performance Fair Value Units Fair Value Based Units Outstanding and non-vested at December 3, 2021 $ — — $ — — Granted on December 3, 2021 (1) 9.20 5,471,400 — — Granted during period — — — — Vested — — — — Cancelled/forfeited — — — — Outstanding and non-vested at December 31, 2021 $ 9.20 5,471,400 $ — — (1) |
Earnings (Loss) per Share (Ta_2
Earnings (Loss) per Share (Tables) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Schedule of computation of basic net loss per share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from For the Period from January 1, August 20, 2020 (Inception) 2021 through through December 2, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (24,805,124) $ — $ — $ (2,286) Denominator: Basic and diluted weighted average stock outstanding 29,692,013 — — 6,875,000 Basic and diluted net loss per common stock $ (0.84) $ — $ — $ (0.00) | ||
P3 Health Partners Inc. | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Schedule of computation of basic net loss per share | Successor Three Months Ended June 30, Six Months Ended June 30, 2022 2022 Numerator - Basic: Net loss $ (903,105,939) $ (963,896,193) Less: Net loss attributable to Non-controlling interest (748,755,990) (798,968,740) Net loss attributable to Class A common stockholders - Basic (154,349,949) (164,927,453) Numerator - Diluted: Net loss attributable to Class A common stockholders - Basic $ (154,349,949) $ (164,927,453) Add: Net loss and tax effect attributable to Non-controlling interest (748,755,990) (798,968,740) Net loss attributable to Class A common stockholders - Diluted (903,105,939) (963,896,193) Denominator - Basic: Weighted average Class A common shares outstanding - Basic 41,578,890 41,578,890 Loss per share attributable to Class A common shareholders - Basic $ (3.71) $ (3.97) Denominator - Diluted: Weighted average Class A common shares outstanding - Basic 41,578,890 41,578,890 Weighted average effect of dilutive Class V shares 200,473,866 198,782,864 Weighted average Class A common shares outstanding - Diluted 242,052,756 240,361,754 Loss per share attributable to Class A common shareholders - Diluted $ (3.73) $ (4.01) | Successor December 3, 2021 through December 31, 2021 Net Loss $ (57,937,929) Loss Attributable to Non-controlling Interest (47,856,729) Net Loss Attributable to Class A Common Stockholders - Basic and Diluted EPS $ (10,081,200) Weighted Average Class A Common Shares Outstanding - Basic and Diluted EPS 41,578,890 Loss per Share Attributable to Class A Common Shareholders - Basic and Diluted $ (0.24) | |
Schedule of potential dilutive securities excluded from the computation of diluted net loss per share their effect would have been anti-dilutive | Successor As of June 30, 2022 Public Warrants 10,591,605 Private Warrants 227,500 Restricted Shares 601,614 Options 2,134,279 13,554,998 | Successor December 3, 2021 through December 31, 2021 Public Warrants 10,541,667 Private Warrants 277,500 Restricted Shares 5,471,400 Total 16,290,567 |
Leases (Tables)_2
Leases (Tables) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Summary of operating lease costs | Successor Predecessor Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Lease costs $ 735,039 $ 563,651 Successor Predecessor Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 Lease costs $ 1,473,710 $ 1,051,963 | Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 2019 Operating Lease Costs $ 262,395 $ 2,294,555 $ 2,018,210 $ 1,592,665 |
Summary of lease terms and discount rates | Successor Predecessor Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 Weighted average remaining lease term (years) 4.91 3.31 Weighted average discount rate 11.2 % 10.4 % | Successor Predecessor December 31, December 31, Year Ending December 31, 2021* 2020* Weighted Average Remaining Lease Term (Years) 5.01 3.74 Weighted Average Discount Rate 11.1 % 10.3 % * All Leases are Operating |
Schedule of reconciliation of undiscounted future minimum lease payments | June 30, 2022 July 1, 2022 to December 31, 2022 $ 419,351 2023 2,117,494 2024 2,716,584 2025 2,366,864 2026 1,762,184 Thereafter 3,973,507 Total Payments 13,355,984 Less: Interest (2,447,475) Present Value of Lease Liabilities $ 10,908,509 | Successor December 31, Year Ending December 31, 2021 2022 $ 2,882,304 2023 2,017,479 2024 1,804,823 2025 1,521,074 2026 976,170 Thereafter 1,927,098 Total Payments for Operating Leases 11,128,948 Less: Interest (2,744,830) Present Value of Operating Lease Liabilities $ 8,384,118 |
Schedule of supplemental cash flows and other information related to leases | Successor Predecessor December 3, 2021 January 1, 2021 through December 31, through December 2, 2021 2021 2020 New Assets Obtained in Exchange for Operating Lease Liabilities $ 314,242 $ 4,073,448 $ 882,029 Operating Cash Flows Paid for Operating Leases 255,403 2,255,905 1,843,281 |
Related Parties (Tables)_2
Related Parties (Tables) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Schedule of related party transactions | Successor June 30, 2022 Balance at Beginning of Period $ 25,882,296 Advanced During Period 2,223,912 Interest Accrued During period 437,236 Balance at End of Period $ 28,543,444 | Successor Predecessor December 3, 2021 January 1, 2021 Year Ended through December 31, through December 2, December 31, 2020 2021 2021 (As Restated) Balance at Beginning of Period $ 23,639,987 $ 19,354,258 $ 14,400,045 Advanced During Period 470,165 2,862,350 3,772,573 Interest Accrued During period 679 1,423,379 1,181,640 Balance at End of Period $ 24,110,831 $ 23,639,987 $ 19,354,258 |
Atrio | ||
Related Party Transaction [Line Items] | ||
Schedule of related party transactions | Successor Three Months Ended June 30, 2022 Revenue Earned from Capitation $ 42,935,126 Management Fees 572,250 Claims Paid 50,247,316 Successor Six Months Ended June 30, 2022 (Unaudited) Revenue Earned from Capitation $ 87,599,807 Management Fees 1,145,634 Claims Paid 97,505,664 | Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, December 31, 2021 2021 2020 2019 Revenue Earned from Capitation $ 11,483,345 $ 142,904,723 $ 146,469,571 $ — Management Fees 180,768 2,022,076 2,230,984 — Claims Paid 14,684,345 146,216,160 148,905,784 — |
Variable Interest Entities (T_2
Variable Interest Entities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Variable Interest Entity [Line Items] | ||
Summary of balance sheet and income statement of VIEs | Successor ASSETS June 30, 2022 December 31, 2021 Cash $ 8,589,392 $ 7,570,247 Client Fees and Insurance Receivable, net 22,025 60,815 Prepaid Expenses and Other Current Assets 513,781 406,372 Property, Plant and Equipment, net 45,134 36,416 Investment in Other P3 Entities 6,000,000 6,000,000 TOTAL ASSETS 15,170,332 14,073,850 LIABILITIES AND MEMBERS’ DEFICIT Accounts Payable and Accrued Expenses 6,677,891 4,804,704 Accrued Payroll 1,143,976 1,303,615 Due to Consolidated Entities of P3 28,601,805 24,110,831 TOTAL LIABILITIES 36,423,672 30,219,150 MEMBERS’ DEFICIT (21,253,340) (16,145,300) TOTAL LIABILITIES AND MEMBERS’ DEFICIT $ 15,170,332 $ 14,073,850 Successor Predecessor Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 (As Restated) Revenue $ 12,955,029 $ 2,081,167 Expenses 16,057,134 1,870,227 Net Loss $ (3,102,105) $ 210,940 Successor Predecessor Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 (As Restated) Revenue $ 25,868,574 $ 4,119,517 Expenses 30,976,614 7,190,869 Net Loss $ (5,108,040) $ (3,071,352) | Successor Predecessor 2020 2021 (As Restated) ASSETS Cash $ 7,570,247 $ 183,836 Client Fees and Insurance Receivable, net 60,815 335,358 Prepaid Expenses and Other Current Assets 406,372 285,363 Property and Equipment, net 36,416 22,309 Investment in Other P3 Entities 6,000,000 — TOTAL ASSETS $ 14,073,850 $ 826,866 LIABILITIES AND MEMBERS’ DEFICIT Accounts Payable and Accrued Expenses $ 4,804,704 $ 686,680 Accrued Payroll 1,303,615 1,019,940 Due to Consolidated Entities of P3 24,110,831 19,354,259 TOTAL LIABILITIES 30,219,150 21,060,879 MEMBERS’ DEFICIT (16,145,300) (20,234,013) TOTAL LIABILITIES AND MEMBERS’ DEFICIT $ 14,073,850 $ 826,866 Successor Predecessor December 3, 2021 January 1, 2021 Year Ended Year Ended through December 31, through December 2, December 31, 2020 December 31, 2019 2021 2021 (As Restated) (As Restated) Revenue $ 843,747 $ 7,580,124 $ 7,611,427 $ 4,389,688 Expenses 1,202,951 12,293,365 13,100,138 13,035,788 Net Loss $ (359,204) $ (4,713,241) $ (5,488,711) $ (8,646,100) |
Restatement of Quarterly Fina_2
Restatement of Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
P3 Health Partners Inc. | |
Restatement of previously issued financial statements | As Previously Network Preferred Returns Class A Units Revenue Reported Adjustments Adjustments Adjustment Adjustments As Restated Condensed Consolidated Balance Sheet as of September 30, 2021 (Unaudited) Class A Units Subject to Possible Redemption $ — $ — $ — $ 43,656,270 $ — $ 43,656,270 Class D Units Subject to Possible Redemption 54,936,716 — (7,895,162) — — 47,041,554 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 6,594,660 — (6,594,660) — — — Accumulated Equity-Based Compensation 2,747,960 — — (921,092) — 1,826,868 Retained Loss from Non-Controlling Interests (26,231,059) 26,231,059 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (203,942,517) (26,231,059) 14,489,765 (970,908) — (216,654,719) Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2021 (Unaudited) Capitated Revenue $ 447,137,121 $ — $ — $ — $ (3,539,071) $ 443,598,050 Other Patient Service Revenue 12,366,111 — — — (3,893,823) 8,472,288 Total Operating Revenue 459,503,232 — — — (7,432,894) 452,070,338 Medical Expenses 459,233,085 — — — (899,940) 458,333,145 Total Operating Expenses 520,053,309 — — — (899,940) 519,153,369 Operating Loss (60,550,077) — — — (6,532,954) (67,083,031) Interest Expense, net (13,130,628) — 6,107,441 — — (7,023,187) Total Other Expenses (25,193,893) — 6,107,441 — — (19,086,452) Net Loss Attributable to Non-Controlling Interests (8,043,678) 8,043,678 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (77,700,292) (8,043,678) 6,107,441 — (6,532,954) (86,169,483) Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2021 (Unaudited) Capitated Revenue $ 152,276,992 $ — $ — $ — 796,003 $ 153,072,995 Other Patient Service Revenue 4,243,263 — — — (1,130,303) 3,112,960 Total Operating Revenue 156,520,255 — — — (334,300) 156,185,955 Medical Expenses 161,662,423 — — — (334,300) 161,328,123 Total Operating Expenses 184,643,797 — — — (334,300) 184,309,497 Interest Expense, net (4,643,254) — 2,114,063 — — (2,529,191) Total Other Expenses (6,044,940) — 2,114,063 — — (3,930,877) Net Loss Attributable to Non-Controlling Interests (2,801,965) 2,801,965 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (31,366,517) (2,801,965) 2,114,063 — — (32,054,419) Condensed Consolidated Statement of Changes in Members' Deficit for the Nine Months Ended September 30, 2021 Preferred Return at 8% for Class A Units $ 2,779,619 $ — $ (2,779,619) $ — — $ — Net Loss (85,743,970) — 6,107,441 — (6,532,954) (86,169,483) Balance as of September 30, 2021 (179,246,686) — 7,895,167 (43,656,331) — (215,007,850) Condensed Consolidated Statement of Changes in Members' Deficit for the Three Months Ended September 30, 2021 Preferred Return at 8% for Class A Units $ 962,163 $ — $ (962,163) $ — — $ — Net Loss (34,168,482) — 2,114,063 — — (32,054,419) Balance as of September 30, 2021 (179,246,686) — 7,895,167 (43,656,331) — (215,007,850) Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2021 Net Loss $ (85,743,970) $ — $ 6,107,441 $ — (6,532,954) $ (86,169,483) Health Plan Settlements Receivable/Premiums Receivable (7,417,477) — — — 6,532,954 (884,523) Class A and Class D Preferred Returns 6,107,441 — (6,107,441) — — — As Previously Network Preferred Returns Class A Units Revenue Reported Adjustments Adjustments Adjustments Adjustment As Restated Condensed Consolidated Balance Sheet as of June 30, 2021 (Unaudited) Class A Units Subject to Possible Redemption $ — $ — $ — $ 43,656,270 $ — $ 43,656,270 Class D Units Subject to Possible Redemption 53,784,760 — (6,743,207) — — 47,041,553 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 5,632,496 — (5,632,496) — — — Accumulated Equity-Based Compensation 2,392,875 — — (921,092) — 1,471,783 Retained Loss from Non-Controlling Interests (23,429,094) 23,429,094 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (172,576,003) (23,429,094) 12,375,705 (970,908) — (184,600,300) Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Capitated Revenue $ 294,860,130 $ — $ — $ — $ (4,335,073) $ 290,525,057 Other Patient Service Revenue 8,122,849 — — — (2,763,520) 5,359,329 Total Operating Revenue 302,982,979 — — — (7,098,593) 295,884,386 Medical Expenses 297,570,662 — — — (565,640) 297,005,022 Total Operating Expenses 335,409,517 — — — (565,640) 334,843,877 Operating Loss (32,426,538) — — — (6,532,953) (38,959,491) Interest Expense, net (8,487,374) — 3,993,325 — — (4,494,049) Total Other Expenses (19,148,953) — 3,993,325 — — (15,155,628) Net Loss Attributable to Non-Controlling Interests (5,241,713) 5,241,713 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (46,333,778) (5,241,713) 3,993,325 — (6,532,953) (54,115,119) Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Capitated Revenue $ 147,159,665 $ — $ — $ — $ (5,598,799) $ 141,560,866 Other Patient Service Revenue 4,258,933 — — — (1,233,356) 3,025,577 Total Operating Revenue 151,418,598 — — — (6,832,155) 144,586,443 Medical Expenses 150,679,717 — — — (299,200) 150,380,517 Total Operating Expenses 170,856,707 — — — (299,200) 170,557,507 Operating Loss (19,438,108) — — — (6,532,955) (25,971,063) Interest Expense, net (4,406,240) — 2,036,476 — — (2,369,764) Total Other Expenses (5,529,823) — 2,036,476 — — (3,493,347) Net Loss Attributable to Non-Controlling Interests (1,959,421) 1,959,421 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (23,008,510) (1,959,421) 2,036,476 — (6,532,955) (29,464,410) Condensed Consolidated Statement of Changes in Members' Deficit for the Six Months Ended June 30, 2021 Preferred Return at 8% for Class A Units $ 1,817,564 $ — $ (1,817,564) $ — — $ — Net Loss (51,575,491) — 3,993,325 — (6,532,953) (54,115,119) Balance as of June 30,2021 (146,395,455) — 6,743,106 (43,656,170) — (183,308,519) Condensed Consolidated Statement of Changes in Members' Deficit for the Three Months Ended June 30, 2021 Preferred Return at 8% for Class A Units $ 926,852 $ — $ (926,852) $ — — $ — Net Loss (24,967,931) — 2,036,476 — (6,532,955) (29,464,410) Balance as of June 30,2021 (146,395,455) — 6,743,106 (43,656,170) — (183,308,519) Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2021 Net Loss $ (51,575,491) $ — $ 3,993,325 $ — (6,532,953) $ (54,115,119) Health Plan Settlements Receivable/Premiums Receivable (5,320,861) — — — 6,532,953 1,212,092 Class A and Class D Preferred Returns 3,993,325 — (3,993,325) — — — *Rounding may cause variances As Previously Network Preferred Returns Class A Units Revenue Reported Adjustment Adjustment Adjustments Adjustment As Restated Condensed Consolidated Balance Sheet as of March 31, 2021 (Unaudited) Health Plan Settlement Receivables $ 3,687,918 $ — $ — $ — $ 6,532,954 $ 10,220,872 Total Current Assets 78,762,484 — — — 6,532,954 85,295,438 Total Assets 94,189,692 — — — 6,532,954 100,722,646 Class A Units Subject to Possible Redemption — — — 43,656,270 — 43,656,270 Class D Units Subject to Possible Redemption 52,675,137 — (5,633,583) — — 47,041,554 Contributed Capital 41,764,270 — — (41,764,270) — — Class A Preferred Returns 4,705,644 — (4,705,644) — — — Accumulated Equity-Based Compensation 1,829,084 — — (921,092) — 907,992 Retained Loss from Non-Controlling Interests (21,469,673) 21,469,673 — — — — Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) (149,567,493) (21,469,673) 10,339,227 (970,908) 6,532,954 (155,135,893) Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) 94,189,692 — — — 6,532,954 100,722,646 Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Capitated Revenue $ 147,700,465 $ — $ — $ — $ 1,263,725 $ 148,964,190 Other Patient Service Revenue 3,863,915 — — — (1,530,165) 2,333,750 Total Operating Revenue 151,564,380 — — — (266,440) 151,297,940 Medical Expenses 146,890,945 — — — (266,440) 146,624,505 Total Operating Expenses 164,552,810 — — — (266,440) 164,286,370 Interest Expense, net (4,081,134) — 1,956,848 — — (2,124,286) Total Other Expenses (13,619,130) — 1,956,848 — — (11,662,282) Net Loss Attributable to Non-Controlling Interests (3,282,292) 3,282,292 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (23,325,268) (3,282,292) 1,956,848 — — (24,650,712) Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended March 31, 2021 Preferred Return at 8% for Class A Units $ 890,612 $ — $ (890,612) $ — — $ — Net Loss (26,607,560) — 1,956,848 — — (24,650,712) Balance as of March 31,2021 (122,918,168) — 5,633,581 (43,656,269) 6,532,954 (154,407,902) Condensed Consolidated Statements of Cash Flows for the 3 Months Ended March 31, 2021 Net Loss $ (26,607,560) $ — $ 1,956,848 — — $ (24,650,712) Class A and Class D Preferred Returns 1,956,848 — (1,956,848) — — — *Rounding may cause variances As Previously Network Preferred Returns Class A Units Capitated Revenue Reported Adjustments Adjustments Adjustments Adjustments As Restated Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2020 (Unaudited) Capitated Revenue $ 351,018,290 $ — $ — $ — $ 1,630,111 $ 352,648,401 Other Patient Service Revenue 9,645,990 — — — (2,230,451) 7,415,539 Total Operating Revenue 360,664,280 — — — (600,340) 360,063,940 Medical Expenses 348,258,272 — — — (600,340) 347,657,932 Total Operating Expenses 384,971,257 — — — (600,340) 384,370,917 Interest Expense, net (6,877,619) — 5,577,812 — — (1,299,807) Total Other Expenses (6,877,619) — 5,577,812 — — (1,299,807) Net Loss Attributable to Non-Controlling Interests (3,449,955) 3,449,955 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (27,734,641) (3,449,955) 5,577,812 — — (25,606,784) Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2020 (Unaudited) Capitated Revenue $ 124,461,275 $ — $ — $ — $ 721,351 $ 125,182,626 Other Patient Service Revenue 4,379,716 — — — (1,018,851) 3,360,865 Total Operating Revenue 128,840,991 — — — (297,500) 128,543,491 Medical Expenses 127,015,976 — — — (297,500) 126,718,476 Total Operating Expenses 142,355,570 — — — (297,500) 142,058,070 Interest Expense, net (2,316,579) — 1,859,270 — — (457,309) Total Other Expenses (2,316,579) — 1,859,270 — — (457,309) Net Income Attributable to Non-Controlling Interests 875,560 (875,560) — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (16,706,718) 875,560 1,859,270 — — (13,971,888) Condensed Consolidated Statements of Changes in Members' Deficit for the 9 Months Ended September 30, 2020 Preferred Return at 8% for Class A Units $ 2,534,853 $ — $ (2,534,853) $ — $ — $ — Net Loss (31,184,596) — 5,577,812 — — (25,606,784) Balance as of September 30, 2020 (84,110,848) — 3,558,027 (43,656,271) — (124,209,092) Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended September 30, 2020 Preferred Return at 8% for Class A Units $ 840,805 $ — $ (840,805) $ — $ — $ — Net Loss (15,831,158) — 1,859,270 — — (13,971,888) Balance as of September 30, 2020 (84,110,848) — 3,558,027 (43,656,271) — (124,209,092) Condensed Consolidated Statements of Cash Flows for the 9 Months Ended September 30, 2020 Net Loss $ (31,184,596) $ — $ 5,577,812 $ — $ — $ (25,606,784) Class A and Class D Preferred Returns 5,577,812 — (5,577,812) — — — As Previously Network Preferred Returns Class A Units Captital Revenue Reported Adjustments Adjustments Adjustments Adjustments As Restated Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2020 (Unaudited) Capitated Revenue $ 226,557,015 $ — $ — $ — $ 908,759 $ 227,465,774 Other Patient Service Revenue 5,266,273 — — — (1,211,599) 4,054,674 Total Operating Revenue 231,823,288 — — — (302,840) 231,520,448 Medical Expenses 221,242,295 — — — (302,840) 220,939,455 Total Operating Expenses 242,615,687 — — — (302,840) 242,312,847 Interest Expense, net (4,561,039) — 3,718,542 — — (842,497) Total Other Expenses (4,561,039) — 3,718,542 — — (842,497) Net Loss Attributable to Non-Controlling Interests (4,325,515) 4,325,515 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (11,027,923) (4,325,515) 3,718,542 — — (11,634,896) Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2020 (Unaudited) Capitated Revenue $ 114,042,681 $ — $ — $ — $ 472,742 $ 114,515,423 Other Patient Service Revenue 2,821,811 — — — (624,782) 2,197,029 Total Operating Revenue 116,864,492 — — — (152,040) 116,712,452 Medical Expenses 105,777,973 — — — (152,040) 105,625,933 Total Operating Expenses 121,527,179 — — — (152,040) 121,375,139 Interest Expense, net (2,249,977) — 1,859,271 — — (390,706) Total Other Expenses (2,299,977) — 1,859,271 — — (440,706) Net Loss Attributable to Non-Controlling Interests (2,774,562) 2,774,562 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (4,188,102) (2,774,562) 1,859,271 — — (5,103,393) Condensed Consolidated Statements of Changes in Members' Deficit for the 6 Months Ended June 30, 2020 Preferred Return at 8% for Class A Units $ 1,694,048 $ — $ (1,694,048) $ — $ — $ — Net Loss (15,353,438) — 3,718,542 — — (11,634,896) Balance as of June 30, 2020 (69,173,164) — 2,539,562 (43,656,272) — (110,289,874) Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended June 30, 2020 Preferred Return at 8% for Class A Units $ 847,048 $ — $ (847,048) $ — $ — $ — Net Loss (6,962,664) — 1,859,271 — — (5,103,393) Balance as of June 30, 2020 (69,173,164) — 2,539,562 (43,656,272) — (110,289,874) Condensed Consolidated Statements of Cash Flows for the 6 Months Ended June 30, 2020 Net Loss $ (15,353,438) $ — $ 3,718,542 $ — $ — $ (11,634,896) Class A and Class D Preferred Returns 3,718,542 — (3,718,542) — — — As Previously Network Preferred Returns Class A Units Capitated Revenue Reported Adjustments Adjustments Adjustments Adjustments As Restated Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2020 (Unaudited) Capitated Revenue $ 112,514,334 $ — $ — $ — $ 436,017 $ 112,950,351 Other Patient Service Revenue 2,444,462 — — — (586,817) 1,857,645 Total Operating Revenue 114,958,796 — — — (150,800) 114,807,996 Medical Expenses 115,464,322 — — — (150,800) 115,313,522 Total Operating Expenses 121,088,507 — — — (150,800) 120,937,707 Interest Expense, net (2,261,063) — 1,859,271 — — (401,792) Total Other Expenses (2,261,063) — 1,859,271 — — (401,792) Net Loss Attributable to Non-Controlling Interests (1,550,953) 1,550,953 — — — — Net Loss (formerly Net Loss Attributable to Controlling Interests) (6,839,821) (1,550,953) 1,859,271 — — (6,531,503) Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended March 31, 2020 Preferred Return at 8% for Class A Units $ 846,999 $ — $ (846,999) $ — $ — $ — Net Loss (8,390,774) — 1,859,271 — — (6,531,503) Balance as of March 31, 2020 (63,212,106) — 1,527,340 (43,656,272) — (105,341,038) Condensed Consolidated Statements of Cash Flows for the 3 Months Ended March 31, 2020 Net Loss $ (8,390,774) $ — $ 1,859,271 $ — $ — $ (6,531,503) Class A and Class D Preferred Returns 1,859,271 — (1,859,271) — — — |
Company Operations (Details)
Company Operations (Details) | Jun. 30, 2022 plan | Dec. 31, 2021 | Dec. 31, 2021 plan | Dec. 31, 2021 agreement | Dec. 03, 2021 | Dec. 31, 2020 agreement | Dec. 31, 2019 agreement |
P3 Health Group, LLC | |||||||
Company Operations [Line Items] | |||||||
Ownership percentage | 17.10% | ||||||
P3 Health Partners Inc. | |||||||
Company Operations [Line Items] | |||||||
Number of health plans with agreements entered | 20 | 17 | 17 | 12 | 7 | ||
P3 Health Partners Inc. | P3 Health Group, LLC | |||||||
Company Operations [Line Items] | |||||||
Ownership percentage | 17.10% | ||||||
P3 Health Partners Inc. | Prime rate | |||||||
Company Operations [Line Items] | |||||||
Spread on variable interest rate | 2% |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Total Current Assets | $ 179,512 | $ 456,123 | $ 179,512 | ||||||||||||||||||||
Total Assets | 394,960 | 316,723,259 | 394,960 | ||||||||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (2,286) | (34,190,624) | (2,286) | ||||||||||||||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 394,960 | 316,723,259 | 394,960 | ||||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Operating Loss | (2,286) | (22,747,817) | |||||||||||||||||||||
Total Other Income (Expense) | 2,057,307 | ||||||||||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (2,286) | (24,805,124) | |||||||||||||||||||||
P3 Health Partners Inc. | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Health Plan Receivables, Net | $ 50,251,004 | $ 99,806,410 | 44,962,787 | $ 99,806,410 | 44,962,787 | ||||||||||||||||||
Total Current Assets | 199,860,950 | 170,979,084 | 90,880,587 | 170,979,084 | 90,880,587 | ||||||||||||||||||
Total Assets | 2,364,108,460 | [1],[2] | 1,444,209,840 | [1] | 106,435,206 | [2] | 1,444,209,840 | [1] | 106,435,206 | [2] | |||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (39,418,124) | (204,345,577) | (130,485,179) | (204,345,577) | (130,485,179) | ||||||||||||||||||
Total Member's Deficit | 273,551,441 | 108,624,475 | $ (183,308,520) | $ (154,407,902) | (130,217,705) | 108,624,475 | $ (183,308,520) | (272,916,391) | (130,217,705) | $ (99,073,637) | $ (55,684,119) | ||||||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 2,364,108,460 | 1,444,209,840 | 106,435,206 | 1,444,209,840 | 106,435,206 | ||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Total Operating Revenue | 58,762,397 | 269,453,971 | 144,586,444 | 542,998,305 | 295,884,386 | 578,602,418 | 491,063,525 | 145,482,112 | |||||||||||||||
Medical Expenses | 66,877,005 | 267,448,368 | 150,380,517 | 533,269,170 | 297,005,022 | 592,465,049 | 484,502,423 | 141,029,737 | |||||||||||||||
Total Operating Expenses | 117,650,063 | 1,181,641,128 | 170,557,507 | 1,507,353,190 | 334,843,877 | 707,660,010 | 519,651,203 | 185,017,783 | |||||||||||||||
Operating Loss | (58,887,666) | (912,187,157) | (25,971,063) | (964,354,885) | (38,959,491) | (129,057,592) | (28,587,678) | (39,535,671) | |||||||||||||||
Interest Expense, net | (1,321,922) | (2,733,875) | (2,369,764) | (5,495,125) | (4,494,049) | (9,677,477) | (2,533,180) | (2,533,842) | |||||||||||||||
Total Other Income (Expense) | 949,737 | 9,081,218 | (3,493,347) | 458,692 | (15,155,628) | (17,342,346) | (2,823,864) | (2,435,887) | |||||||||||||||
Add: Net loss and tax effect attributable to Non-controlling interest | (47,856,729) | (748,755,990) | (798,968,740) | ||||||||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (10,081,200) | (154,349,949) | (29,464,410) | (164,927,453) | (54,115,119) | (146,399,938) | (31,411,542) | (41,971,558) | |||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Total Member's Deficit | 273,551,441 | 108,624,475 | (183,308,520) | (154,407,902) | (130,217,705) | 108,624,475 | (183,308,520) | (272,916,391) | (130,217,705) | (99,073,637) | (55,684,119) | ||||||||||||
Net Loss | 57,937,929 | 903,105,939 | 29,464,410 | 24,650,712 | 963,896,193 | 54,115,119 | 146,399,938 | 31,411,542 | 41,971,558 | ||||||||||||||
Redemption of Units | (180,000) | ||||||||||||||||||||||
Modification | (1,892,002) | ||||||||||||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||||||||||||
Net Loss | 57,937,929 | 903,105,939 | 29,464,410 | 24,650,712 | 963,896,193 | 54,115,119 | 146,399,938 | 31,411,542 | 41,971,558 | ||||||||||||||
P3 Health Partners Inc. | Capitated Revenue | |||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | |||||||||||||||||||||||
Total RAF adjustments | 6,532,954 | 6,532,954 | |||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Health Plan Receivables, Net | 50,251,004 | 99,806,410 | 44,962,787 | 99,806,410 | 44,962,787 | ||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Total Operating Revenue | 57,224,539 | 267,102,466 | 141,560,867 | 536,787,281 | 290,525,057 | 567,735,297 | 480,739,577 | 139,332,707 | |||||||||||||||
P3 Health Partners Inc. | Other Patient Service Revenue | |||||||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Total Operating Revenue | $ 1,537,858 | $ 2,351,505 | 3,025,577 | $ 6,211,024 | 5,359,329 | 10,867,121 | $ 10,323,948 | $ 6,149,405 | |||||||||||||||
P3 Health Partners Inc. | Class A and Class D Units | |||||||||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Preferred return | 8% | 8% | 8% | ||||||||||||||||||||
P3 Health Partners Inc. | Class A Units Subject to Possible Redemption | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | 43,656,270 | $ 43,656,270 | |||||||||||||||||||||
P3 Health Partners Inc. | Class D Units Subject To Possible Redemption | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | 47,041,554 | 47,041,554 | |||||||||||||||||||||
P3 Health Partners Inc. | Class A Preferred Units | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | $ 43,656,270 | $ 43,656,270 | 43,656,270 | $ 43,656,270 | 43,656,270 | ||||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Preferred return | 8% | 8% | 8% | 8% | |||||||||||||||||||
P3 Health Partners Inc. | Class D Units Subject To Possible Redemption | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | 47,041,554 | $ 47,041,554 | 47,041,554 | $ 47,041,554 | |||||||||||||||||||
P3 Health Partners Inc. | As Previously Reported | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Health Plan Receivables, Net | $ 3,687,918 | 38,429,833 | 38,429,833 | ||||||||||||||||||||
Total Current Assets | 78,762,484 | 84,347,633 | 84,347,633 | ||||||||||||||||||||
Total Assets | 94,189,692 | 99,902,252 | 99,902,252 | ||||||||||||||||||||
Contributed Capital | $ 41,764,270 | $ 41,764,270 | 41,764,270 | 41,764,270 | $ 41,764,270 | $ 41,764,270 | 41,764,270 | 41,764,270 | |||||||||||||||
Class A Preferred Returns | 6,594,660 | 5,632,496 | 4,705,644 | 3,815,034 | 5,632,496 | 6,594,660 | 3,815,034 | 430,230 | |||||||||||||||
Accumulated Equity-Based Compensation | 2,747,960 | 2,392,875 | 1,829,084 | 1,368,567 | 2,392,875 | 2,747,960 | 1,368,567 | 921,092 | |||||||||||||||
Accumulated Loss from Controlling Interests | (23,429,094) | (23,429,094) | |||||||||||||||||||||
Retained Loss from Non-Controlling Interests | (26,231,059) | (21,469,673) | (18,187,381) | (26,231,059) | (18,187,381) | (13,880,310) | |||||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (203,942,517) | (172,576,003) | (149,567,493) | (126,242,225) | (172,576,003) | (203,942,517) | (126,242,225) | (85,167,716) | |||||||||||||||
Total Member's Deficit | (179,246,686) | (146,395,455) | (122,918,168) | $ (84,110,848) | $ (69,173,164) | $ 63,212,106 | (97,661,735) | (146,395,455) | $ (69,173,164) | (179,246,686) | $ (84,110,848) | (97,661,735) | (55,932,434) | (13,868,589) | |||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 94,189,692 | 99,902,252 | 99,902,252 | ||||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Total Operating Revenue | 156,520,255 | 151,418,598 | 151,564,380 | 128,840,991 | 116,864,492 | 114,958,796 | 302,982,979 | 231,823,288 | 459,503,232 | 360,664,280 | 485,541,291 | 145,894,832 | |||||||||||
Medical Expenses | 161,662,423 | 150,679,717 | 146,890,945 | 127,015,976 | 105,777,973 | 115,464,322 | 297,570,662 | 221,242,295 | 459,233,085 | 348,258,272 | 485,513,143 | 141,442,457 | |||||||||||
Total Operating Expenses | 170,856,707 | 335,409,517 | 520,661,923 | 185,430,503 | |||||||||||||||||||
Operating Loss | (19,438,108) | (32,426,538) | (60,550,077) | (35,120,632) | |||||||||||||||||||
Interest Expense, net | (4,406,240) | (8,487,374) | (9,970,260) | (3,479,139) | |||||||||||||||||||
Total Other Income (Expense) | (5,529,823) | (19,148,953) | (10,260,944) | (3,381,184) | |||||||||||||||||||
Add: Net loss and tax effect attributable to Non-controlling interest | (2,801,965) | (1,959,421) | (3,282,292) | 875,560 | (2,774,562) | (1,550,953) | (5,241,713) | (4,325,515) | (8,043,678) | (3,449,955) | (4,307,071) | (7,907,592) | |||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (23,008,510) | (46,333,778) | (41,074,505) | (35,009,263) | |||||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Total Member's Deficit | (179,246,686) | (146,395,455) | (122,918,168) | (84,110,848) | (69,173,164) | 63,212,106 | (97,661,735) | (146,395,455) | (69,173,164) | (179,246,686) | (84,110,848) | (97,661,735) | (55,932,434) | (13,868,589) | |||||||||
Net Loss | (24,967,931) | (26,607,560) | (51,575,491) | (45,381,576) | (42,916,855) | ||||||||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||||||||||||
Net Loss | (24,967,931) | (26,607,560) | (51,575,491) | (45,381,576) | (42,916,855) | ||||||||||||||||||
Health Plan Settlements Receivable/Premiums Receivable | (5,320,861) | (20,974,286) | |||||||||||||||||||||
Class A and Class D Preferred Returns | 1,956,848 | (1,859,271) | 3,993,325 | 3,718,542 | 6,107,441 | 5,577,812 | 7,437,080 | 945,297 | |||||||||||||||
P3 Health Partners Inc. | As Previously Reported | Capitated Revenue | |||||||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Total Operating Revenue | 152,276,992 | 147,159,665 | 147,700,465 | 124,461,275 | 114,042,681 | 112,514,334 | 294,860,130 | 226,557,015 | 447,137,121 | 351,018,290 | 471,551,241 | 138,727,943 | |||||||||||
P3 Health Partners Inc. | As Previously Reported | Other Patient Service Revenue | |||||||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Total Operating Revenue | 4,243,263 | 4,258,933 | 3,863,915 | 4,379,716 | 2,821,811 | 2,444,462 | 8,122,849 | 5,266,273 | 12,366,111 | 9,645,990 | 13,990,050 | 7,166,889 | |||||||||||
P3 Health Partners Inc. | As Previously Reported | Class A and Class D Units | |||||||||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Preferred Return(s) at 8% | 7,437,080 | 945,298 | |||||||||||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||||||||||||
Class A and Class D Preferred Returns | 3,993,325 | ||||||||||||||||||||||
P3 Health Partners Inc. | As Previously Reported | Class D Units Subject To Possible Redemption | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | 54,936,716 | 53,784,760 | 52,675,137 | 51,608,900 | 53,784,760 | 54,936,716 | 51,608,900 | 47,556,622 | |||||||||||||||
P3 Health Partners Inc. | As Previously Reported | Class A Preferred Units | |||||||||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Preferred Return(s) at 8% | 926,852 | 890,612 | 1,817,564 | ||||||||||||||||||||
Conversion of Debt to Units | 3,764,025 | ||||||||||||||||||||||
Units Issued | 11,184,468 | ||||||||||||||||||||||
Redemption of Units | (15,000,000) | ||||||||||||||||||||||
P3 Health Partners Inc. | Network Adjustments | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Accumulated Loss from Controlling Interests | 23,429,094 | 23,429,094 | |||||||||||||||||||||
Retained Loss from Non-Controlling Interests | 26,231,059 | 21,469,673 | 18,187,381 | 26,231,059 | 18,187,381 | 13,880,310 | |||||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (26,231,059) | (23,429,094) | (21,469,673) | (18,187,381) | (23,429,094) | (26,231,059) | (18,187,381) | (13,880,310) | |||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Add: Net loss and tax effect attributable to Non-controlling interest | 2,801,965 | 1,959,421 | 3,282,292 | (875,560) | 2,774,562 | 1,550,953 | 5,241,713 | 4,325,515 | 8,043,678 | 3,449,955 | 4,307,071 | 7,907,592 | |||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (1,959,421) | (5,241,713) | (4,307,071) | (7,907,592) | |||||||||||||||||||
P3 Health Partners Inc. | Preferred Returns Adjustments | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Class A Preferred Returns | (6,594,660) | (5,632,496) | (4,705,644) | (3,815,034) | (5,632,496) | (6,594,660) | (3,815,034) | (430,230) | |||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | 14,489,765 | 12,375,705 | 10,339,227 | 8,382,381 | 12,375,705 | 14,489,765 | 8,382,381 | 945,297 | |||||||||||||||
Total Member's Deficit | 7,895,167 | 6,743,106 | 5,633,581 | 3,558,027 | 2,539,562 | (1,527,340) | 4,567,346 | 6,743,106 | 2,539,562 | 7,895,167 | 3,558,027 | 4,567,346 | 515,068 | ||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Interest Expense, net | 2,036,476 | 3,993,325 | 7,437,080 | 945,297 | |||||||||||||||||||
Total Other Income (Expense) | 2,036,476 | 3,993,325 | 7,437,080 | 945,297 | |||||||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | 2,036,476 | 3,993,325 | 7,437,080 | 945,297 | |||||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Total Member's Deficit | 7,895,167 | 6,743,106 | 5,633,581 | 3,558,027 | 2,539,562 | (1,527,340) | 4,567,346 | 6,743,106 | 2,539,562 | 7,895,167 | 3,558,027 | 4,567,346 | 515,068 | ||||||||||
Net Loss | 2,036,476 | 1,956,848 | 3,993,325 | 7,437,080 | 945,297 | ||||||||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||||||||||||
Net Loss | 2,036,476 | 1,956,848 | 3,993,325 | 7,437,080 | 945,297 | ||||||||||||||||||
Class A and Class D Preferred Returns | (1,956,848) | 1,859,271 | (3,993,325) | (3,718,542) | (6,107,441) | (5,577,812) | (7,437,080) | (945,297) | |||||||||||||||
P3 Health Partners Inc. | Preferred Returns Adjustments | Class A and Class D Units | |||||||||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Preferred Return(s) at 8% | (7,437,080) | (945,298) | |||||||||||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||||||||||||
Class A and Class D Preferred Returns | (3,993,325) | ||||||||||||||||||||||
P3 Health Partners Inc. | Preferred Returns Adjustments | Class D Units Subject To Possible Redemption | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | (7,895,162) | (6,743,207) | (5,633,583) | (4,567,346) | (6,743,207) | (7,895,162) | (4,567,346) | (515,068) | |||||||||||||||
P3 Health Partners Inc. | Preferred Returns Adjustments | Class A Preferred Units | |||||||||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Preferred Return(s) at 8% | (926,852) | (890,612) | (1,817,564) | ||||||||||||||||||||
P3 Health Partners Inc. | Class A Units Adjustments | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Contributed Capital | (41,764,270) | (41,764,270) | (41,764,270) | (41,764,270) | (41,764,270) | (41,764,270) | (41,764,270) | (41,764,270) | |||||||||||||||
Accumulated Equity-Based Compensation | (921,092) | (921,092) | (921,092) | (921,092) | (921,092) | (921,092) | (921,092) | (921,092) | |||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (970,908) | (970,908) | (970,908) | (970,908) | (970,908) | (970,908) | (970,908) | (970,908) | |||||||||||||||
Total Member's Deficit | (43,656,331) | (43,656,170) | (43,656,269) | (43,656,271) | (43,656,272) | 43,656,272 | (43,656,270) | (43,656,170) | (43,656,272) | (43,656,331) | (43,656,271) | (43,656,270) | (43,656,271) | (41,815,530) | |||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Total Member's Deficit | (43,656,331) | (43,656,170) | (43,656,269) | (43,656,271) | (43,656,272) | 43,656,272 | (43,656,270) | (43,656,170) | (43,656,272) | (43,656,331) | (43,656,271) | (43,656,270) | (43,656,271) | (41,815,530) | |||||||||
P3 Health Partners Inc. | Class A Units Adjustments | Class A Units Subject to Possible Redemption | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | |||||||||||||||
P3 Health Partners Inc. | Class A Units Adjustments | Class A Preferred Units | |||||||||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Conversion of Debt to Units | (3,764,025) | ||||||||||||||||||||||
Units Issued | (11,184,468) | ||||||||||||||||||||||
Redemption of Units | 15,000,000 | ||||||||||||||||||||||
Modification | (1,892,002) | ||||||||||||||||||||||
P3 Health Partners Inc. | Revenue Adjustments | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Health Plan Receivables, Net | 6,532,954 | 6,532,954 | 6,532,954 | ||||||||||||||||||||
Total Current Assets | 6,532,954 | 6,532,954 | 6,532,954 | ||||||||||||||||||||
Total Assets | 6,532,954 | 6,532,954 | 6,532,954 | ||||||||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | 6,532,954 | 6,532,954 | 6,532,954 | ||||||||||||||||||||
Total Member's Deficit | 6,532,954 | 6,532,954 | 6,532,954 | ||||||||||||||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 6,532,954 | 6,532,954 | 6,532,954 | ||||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Total Operating Revenue | (334,300) | (6,832,155) | (266,440) | (297,500) | (152,040) | (150,800) | (7,098,593) | (302,840) | (7,432,894) | (600,340) | 5,522,234 | (412,720) | |||||||||||
Medical Expenses | (334,300) | (299,200) | (266,440) | (297,500) | (152,040) | (150,800) | (565,640) | (302,840) | (899,940) | (600,340) | (1,010,720) | (412,720) | |||||||||||
Total Operating Expenses | (299,200) | (565,640) | (1,010,720) | (412,720) | |||||||||||||||||||
Operating Loss | (6,532,955) | (6,532,953) | (6,532,954) | 6,532,954 | |||||||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (6,532,955) | (6,532,953) | 6,532,954 | ||||||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Total Member's Deficit | 6,532,954 | 6,532,954 | 6,532,954 | ||||||||||||||||||||
Net Loss | (6,532,955) | (6,532,953) | 6,532,954 | ||||||||||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||||||||||||
Net Loss | (6,532,955) | (6,532,953) | 6,532,954 | ||||||||||||||||||||
Health Plan Settlements Receivable/Premiums Receivable | 6,532,953 | (6,532,954) | |||||||||||||||||||||
P3 Health Partners Inc. | Revenue Adjustments | Capitated Revenue | |||||||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Total Operating Revenue | 796,003 | (5,598,799) | 1,263,725 | 721,351 | 472,742 | 436,017 | (4,335,073) | 908,759 | (3,539,071) | 1,630,111 | 9,188,336 | 604,764 | |||||||||||
P3 Health Partners Inc. | Revenue Adjustments | Other Patient Service Revenue | |||||||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Total Operating Revenue | (1,130,303) | (1,233,356) | (1,530,165) | (1,018,851) | (624,782) | (586,817) | (2,763,520) | (1,211,599) | (3,893,823) | (2,230,451) | (3,666,102) | (1,017,484) | |||||||||||
P3 Health Partners Inc. | As Restated | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Health Plan Receivables, Net | 10,220,872 | 44,962,787 | 44,962,787 | ||||||||||||||||||||
Total Current Assets | 85,295,438 | 90,880,587 | 90,880,587 | ||||||||||||||||||||
Total Assets | 100,722,646 | 106,435,206 | 106,435,206 | ||||||||||||||||||||
Accumulated Equity-Based Compensation | 1,826,868 | 1,471,783 | 907,992 | 447,475 | 1,471,783 | 1,826,868 | 447,475 | ||||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (216,654,719) | (184,600,300) | (155,135,893) | (130,485,179) | (184,600,300) | (216,654,719) | (130,485,179) | (99,073,637) | |||||||||||||||
Total Member's Deficit | (215,007,850) | (183,308,519) | (154,407,902) | (124,209,092) | (110,289,874) | 105,341,038 | (130,217,705) | (183,308,519) | (110,289,874) | (215,007,850) | (124,209,092) | (130,217,705) | (99,073,637) | (55,684,119) | |||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 100,722,646 | 106,435,206 | 106,435,206 | ||||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Total Operating Revenue | 156,185,955 | 144,586,443 | 151,297,940 | 128,543,491 | 116,712,452 | 114,807,996 | 295,884,386 | 231,520,448 | 452,070,338 | 360,063,940 | 491,063,525 | 145,482,112 | |||||||||||
Medical Expenses | 161,328,123 | 150,380,517 | 146,624,505 | 126,718,476 | 105,625,933 | 115,313,522 | 297,005,022 | 220,939,455 | 458,333,145 | 347,657,932 | 484,502,423 | 141,029,737 | |||||||||||
Total Operating Expenses | 170,557,507 | 334,843,877 | 519,651,203 | 185,017,783 | |||||||||||||||||||
Operating Loss | (25,971,063) | (38,959,491) | (67,083,031) | (28,587,678) | |||||||||||||||||||
Interest Expense, net | (2,369,764) | (4,494,049) | (2,533,180) | (2,533,842) | |||||||||||||||||||
Total Other Income (Expense) | (3,493,347) | (15,155,628) | (2,823,864) | (2,435,887) | |||||||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (29,464,410) | (54,115,119) | (31,411,542) | (41,971,558) | |||||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Total Member's Deficit | (215,007,850) | (183,308,519) | (154,407,902) | (124,209,092) | (110,289,874) | 105,341,038 | (130,217,705) | (183,308,519) | (110,289,874) | (215,007,850) | (124,209,092) | (130,217,705) | (99,073,637) | $ (55,684,119) | |||||||||
Net Loss | (29,464,410) | (24,650,712) | (54,115,119) | (31,411,542) | (41,971,558) | ||||||||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||||||||||||
Net Loss | (29,464,410) | (24,650,712) | (54,115,119) | (31,411,542) | (41,971,558) | ||||||||||||||||||
Health Plan Settlements Receivable/Premiums Receivable | 1,212,092 | (27,507,240) | |||||||||||||||||||||
P3 Health Partners Inc. | As Restated | Capitated Revenue | |||||||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Total Operating Revenue | 153,072,995 | 141,560,866 | 148,964,190 | 125,182,626 | 114,515,423 | 112,950,351 | 290,525,057 | 227,465,774 | 443,598,050 | 352,648,401 | 480,739,577 | 139,332,707 | |||||||||||
P3 Health Partners Inc. | As Restated | Other Patient Service Revenue | |||||||||||||||||||||||
Consolidated Statement of Operations | |||||||||||||||||||||||
Total Operating Revenue | 3,112,960 | 3,025,577 | 2,333,750 | $ 3,360,865 | $ 2,197,029 | $ 1,857,645 | 5,359,329 | $ 4,054,674 | 8,472,288 | $ 7,415,539 | 10,323,948 | 6,149,405 | |||||||||||
P3 Health Partners Inc. | As Restated | Class A Units Subject to Possible Redemption | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | |||||||||||||||
P3 Health Partners Inc. | As Restated | Class D Units Subject To Possible Redemption | |||||||||||||||||||||||
Consolidated Balance Sheet | |||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | $ 47,041,554 | $ 47,041,553 | $ 47,041,554 | $ 47,041,554 | $ 47,041,553 | $ 47,041,554 | $ 47,041,554 | 47,041,554 | |||||||||||||||
P3 Health Partners Inc. | As Restated | Class A Preferred Units | |||||||||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | |||||||||||||||||||||||
Modification | $ (1,892,002) | ||||||||||||||||||||||
[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 numbers 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 $9.2 million and $8.1 million as of June 30, 2022 and December 31, 2021, respectively, and total liabilities of the P# LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $7.8 million and $6.1 million as of June 30, 2022 and December 31, 2021, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates as of June 30, 2022 and December 31, 2021, and $28.6 million and $24.1 million of amounts due to affiliates as of June 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.” The Company’s consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 28: 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 numbers below refer only to VIEs held at the P3 LLC level. The consolidated balance sheets include total assets that can be used only to settle obligations of P3 LLC’s consolidated VIEs totaling $8.1 million and $0.8 million as of December 31, 2021 and December 31, 2020, respectively, and total liabilities of P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $6.1 million and $1.7 million as of December 31, 2021 and December 31, 2020, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates and $24.1 million of amounts due to affiliates as of December 31, 2021 and $19.4 million of amounts due to affiliates as of December 31, 2020 as these are eliminated in consolidation and not presented within the consolidated balance sheets. See Note 28 “Variable Interest Entities.” |
Going Concern and Liquidity (_2
Going Concern and Liquidity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Going Concern And Liquidity [Line Items] | |||||||||
Cash | $ 100,935 | $ 179,512 | |||||||
P3 Health Partners Inc. | |||||||||
Going Concern And Liquidity [Line Items] | |||||||||
Net loss attributable to Class A common stockholders - Diluted | $ (57,937,929) | $ (903,105,939) | $ (29,464,410) | $ (24,650,712) | $ (963,896,193) | $ (54,115,119) | (146,399,938) | (31,411,542) | $ (41,971,558) |
Cash | $ 140,477,586 | $ 63,145,379 | $ 16,322,893 | $ 63,145,379 | $ 16,322,893 | $ 5,300,842 | $ 36,261,104 | $ 32,592,496 |
Significant Accounting Polic_16
Significant Accounting Policies - Consolidation, Cash and Restricted Cash (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 02, 2021 USD ($) | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||||||||||
Unrestricted | $ 100,935 | $ 179,512 | ||||||||||
Total Cash Balances | $ 100,935 | $ 179,512 | ||||||||||
P3 Health Partners Inc. | ||||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||
Number of reportable segments | segment | 1 | 1 | ||||||||||
Amount insured by Federal Deposit Insurance Corporation | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | |||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||||||||||
Unrestricted | 140,477,586 | 140,477,586 | 63,145,379 | $ 16,322,893 | 63,145,379 | $ 16,322,893 | $ 5,300,842 | 140,477,586 | $ 36,261,104 | $ 32,592,496 | ||
Restricted | 356,286 | 356,286 | 753,920 | 223,872 | 753,920 | 223,872 | 54,095 | 356,286 | 3,641,843 | 312,352 | ||
Total Cash Balances | $ 140,833,872 | $ 140,833,872 | $ 63,899,299 | $ 16,546,765 | $ 63,899,299 | $ 16,546,765 | $ 5,354,937 | $ 140,833,872 | $ 39,902,947 | $ 32,904,848 | $ 1,428,504 |
Significant Accounting Polic_17
Significant Accounting Policies - Revenue Recognition (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Total Revenue by Year | $ 58,762,397 | $ 269,453,971 | $ 144,586,444 | $ 542,998,305 | $ 295,884,386 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 | ||
Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 58,762,397 | $ 269,453,971 | $ 144,586,444 | $ 542,998,305 | $ 295,884,386 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 | ||
Percentage of total revenue | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% | ||
Capitated Revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 57,224,539 | $ 267,102,466 | $ 141,560,867 | $ 536,787,281 | $ 290,525,057 | $ 567,735,297 | $ 480,739,577 | $ 139,332,707 | ||
Capitated Revenue | Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 57,224,539 | $ 267,102,466 | $ 141,560,867 | $ 536,787,281 | $ 290,525,057 | $ 567,735,297 | $ 480,739,577 | $ 139,332,707 | ||
Percentage of total revenue | 97% | 99.10% | 97.90% | 98.90% | 98.20% | 98% | 98% | 96% | ||
Clinical Fees & Insurance Revenue | Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 750,675 | $ 264,624 | $ 1,286,863 | $ 2,146,877 | $ 2,108,627 | $ 4,318,074 | $ 3,364,504 | $ 3,312,107 | ||
Percentage of total revenue | 2% | 0.10% | 0.90% | 0.40% | 0.70% | 1% | 1% | 2% | ||
Shared Risk Revenue | Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 180,558 | $ 55,154 | $ 202,011 | $ 55,154 | $ 202,011 | $ 601,509 | $ 1,111,466 | $ 932,301 | ||
Percentage of total revenue | 0% | 0% | 0.10% | 0% | 0.10% | 0% | 0% | 1% | ||
Care Coordination / Management Fees | Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 600,175 | $ 762,067 | $ 971,605 | $ 2,683,173 | $ 1,848,400 | $ 5,880,397 | $ 5,614,539 | $ 1,893,553 | ||
Percentage of total revenue | 1% | 0.30% | 0.70% | 0.50% | 0.60% | 1% | 1% | 1% | ||
Incentive Fees | Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 6,450 | $ 1,269,660 | $ 565,098 | $ 1,325,820 | $ 1,200,291 | $ 67,141 | $ 233,439 | $ 11,444 | ||
Percentage of total revenue | 0% | 0.50% | 0.40% | 0.20% | 0.40% | 0% | 0% | 0% | ||
Other Patient Service Revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 1,537,858 | $ 2,351,505 | $ 3,025,577 | $ 6,211,024 | $ 5,359,329 | $ 10,867,121 | $ 10,323,948 | $ 6,149,405 | ||
Other Patient Service Revenue | Revenue | Customer Concentration | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total Revenue by Year | $ 1,537,858 | $ 2,351,505 | $ 3,025,577 | $ 6,211,024 | $ 5,359,329 | $ 10,867,121 | $ 10,323,948 | $ 6,149,405 | ||
Percentage of total revenue | 3% | 0.90% | 2.10% | 1.10% | 1.80% | 2% | 2% | 4% |
Significant Accounting Polic_18
Significant Accounting Policies - Concentration of revenue (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Total Revenue by Year | $ 58,762,397 | $ 269,453,971 | $ 144,586,444 | $ 542,998,305 | $ 295,884,386 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 | ||
Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 58,762,397 | $ 269,453,971 | $ 144,586,444 | $ 542,998,305 | $ 295,884,386 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 | ||
Percentage of total revenue | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% | ||
Health Plan A | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 11,664,112 | $ 48,047,307 | $ 39,119,191 | $ 93,285,372 | $ 77,813,676 | $ 139,289,079 | $ 147,906,495 | |||
Percentage of total revenue | 20% | 17.80% | 27.10% | 17.20% | 26.30% | 24% | 30% | |||
Health Plan B | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 12,757,714 | $ 45,818,789 | $ 33,449,667 | $ 93,838,172 | $ 67,034,039 | $ 126,460,232 | $ 112,384,330 | $ 13,557,771 | ||
Percentage of total revenue | 22% | 17% | 23.20% | 17.30% | 22.70% | 22% | 23% | 9% | ||
Health Plan C | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 6,156,558 | $ 54,392,897 | $ 18,412,847 | $ 109,714,073 | $ 37,693,084 | $ 71,061,602 | $ 66,237,074 | $ 27,788,287 | ||
Percentage of total revenue | 10% | 20.20% | 12.70% | 20.20% | 12.70% | 12% | 13% | 19% | ||
Health Plan D | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 10,337,160 | $ 36,013,196 | $ 27,231,621 | $ 72,876,157 | $ 54,925,880 | $ 114,496,751 | $ 62,683,829 | $ 6,106,544 | ||
Percentage of total revenue | 18% | 13.40% | 18.80% | 13.40% | 18.60% | 20% | 13% | 4% | ||
Health Plan E | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 1,820,518 | $ 22,249,245 | $ 28,880,247 | $ 39,265,322 | ||||||
Percentage of total revenue | 3% | 4% | 6% | 27% | ||||||
Health Plan F | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 2,446,094 | $ 26,670,388 | $ 24,521,349 | $ 26,703,364 | ||||||
Percentage of total revenue | 4% | 5% | 5% | 18% | ||||||
Health Plan G | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 264,006 | $ 22,646,251 | $ 20,157,166 | |||||||
Percentage of total revenue | 5% | 14% | ||||||||
All Other | Revenue | Customer Concentration | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Total Revenue by Year | $ 13,580,241 | $ 85,181,782 | $ 26,373,118 | $ 173,284,531 | $ 58,417,707 | $ 78,111,115 | $ 25,803,950 | $ 11,903,658 | ||
Percentage of total revenue | 23% | 31.60% | 18.20% | 31.90% | 19.70% | 13% | 5% | 9% |
Significant Accounting Polic_19
Significant Accounting Policies - Capitated Revenue (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 state plan | Dec. 31, 2021 plan state | Dec. 31, 2020 plan state | Dec. 31, 2019 USD ($) plan state | |
Disaggregation of Revenue [Line Items] | ||||
Number of states | 4 | |||
P3 Health Partners Inc. | ||||
Disaggregation of Revenue [Line Items] | ||||
Term of contract | 1 month | |||
Number of health plans percentage of payment contracts entered | plan | 17 | 12 | 7 | |
Number of states | 4 | 4 | 2 | |
P3 Health Partners Inc. | Capitated Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Additional revenue related to prior year premium risk adjustments | $ | $ 150,681 | |||
Number of health plans percentage of payment contracts entered | plan | 20 | 17 | ||
Number of states | 5 | 4 | ||
Practical expedient for not adjusting effects of a significant financing component | true | true |
Significant Accounting Polic_20
Significant Accounting Policies - Health Plan Settlement Receivables (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Health Plan [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Health Plan Receivables | $ 50,251,004 | $ 50,251,004 | $ 99,806,410 | $ 99,806,410 | $ 44,962,787 | |||||
Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 50,251,004 | 50,251,004 | 99,806,410 | 99,806,410 | 44,962,787 | |||||
Health Plan A | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 4,695,712 | 4,695,712 | 4,296,896 | 4,296,896 | 5,732,221 | |||||
Health Plan B | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 15,473,828 | 15,473,828 | 24,371,497 | 24,371,497 | 15,316,696 | |||||
Health Plan C | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 1,380,752 | 1,380,752 | 32,543,742 | 32,543,742 | 7,332,687 | |||||
Health Plan D | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 6,651,586 | 6,651,586 | 13,749,578 | 13,749,578 | 6,863,270 | |||||
Health Plan E | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 2,439,046 | 2,439,046 | 517,654 | 517,654 | 2,194,209 | |||||
Health Plan F | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 2,925,751 | 2,925,751 | 1,435,258 | 1,435,258 | 3,222,247 | |||||
Health Plan G | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 239,375 | 239,375 | 19,890 | 19,890 | 2,735,562 | |||||
Health Plan H | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 2,185,619 | 2,185,619 | 3,795,423 | 3,795,423 | 878,866 | |||||
Health Plan I | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 1,134,750 | 1,134,750 | 1,504,353 | 1,504,353 | 17,908 | |||||
Health Plan J | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 149,915 | 149,915 | 317,704 | 317,704 | 285,730 | |||||
Health Plan K | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 2,705,147 | 2,705,147 | 666,312 | 666,312 | 4,569 | |||||
Health Plan L | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 899,560 | 899,560 | 260,317 | 260,317 | $ 378,822 | |||||
Health Plan M | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 1,747,116 | 1,747,116 | 3,310,581 | 3,310,581 | ||||||
Health Plan N | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 974,092 | 974,092 | 1,596,377 | 1,596,377 | ||||||
Health Plan O | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 666,291 | 666,291 | 2,696,375 | 2,696,375 | ||||||
Health Plan P | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 106,162 | 106,162 | 415,688 | 415,688 | ||||||
Health Plan Q | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 61,990 | 61,990 | 351,090 | 351,090 | ||||||
Health Plan R | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 3,578,682 | 3,578,682 | 4,426,655 | 4,426,655 | ||||||
Health Plan T | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | 2,175,324 | 2,175,324 | 2,198,285 | 2,198,285 | ||||||
Health Plan U | Capitated Revenue | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plan Receivables | $ 60,306 | $ 60,306 | $ 723,797 | $ 723,797 |
Significant Accounting Polic_21
Significant Accounting Policies - Health Plan Settlement Payables (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Health Plan [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Health Plans Settlements Payable | $ 22,548,694 | $ 22,548,694 | $ 18,022,395 | $ 18,022,395 | $ 13,742,775 | |||||
Health Plan B | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | 11,700,274 | 11,700,274 | 11,700,274 | 11,700,274 | ||||||
Health Plan C | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | 1,928,414 | |||||||||
Health Plan D | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | 3,882,250 | 3,882,250 | 4,680,185 | |||||||
Health Plan F | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | 6,085,425 | 6,085,425 | 5,144,469 | 5,144,469 | 6,125,681 | |||||
Health Plan G | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | 776,164 | 776,164 | 885,194 | 885,194 | $ 1,008,495 | |||||
Health Plan I | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | (215,626) | (215,626) | (147,868) | (147,868) | ||||||
Health Plan O | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | (39,151) | (39,151) | 16,552 | 16,552 | ||||||
Health Plan U | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | 226,209 | 226,209 | 226,209 | 226,209 | ||||||
Health Plan V | ||||||||||
Health Plan [Line Items] | ||||||||||
Health Plans Settlements Payable | $ 133,149 | $ 133,149 | $ 88,480 | $ 88,480 |
Significant Accounting Polic_22
Significant Accounting Policies - Clinical Fees and Insurance Revenue (Details) - P3 Health Partners Inc. - item | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Number of Revenue, Practical Expedients, Elected | 2 | 2 |
Clinical Fees & Insurance Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Practical expedients, not adjust the transaction price for any financing components | true | true |
Practical expedients, expensed all incremental customer contract acquisition costs as incurred | true | true |
Significant Accounting Polic_23
Significant Accounting Policies - Shared Risk Revenue (Details) - P3 Health Partners Inc. - Shared Risk Revenue | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 agreement | Dec. 31, 2021 item | |
Disaggregation of Revenue [Line Items] | ||
Percentage of shared risk savings received | 30% | 30% |
Number of separate arrangements | 4 | 4 |
Percentage of total cost savings to be received, if the sequential YoY PMPY aggregate change yields a reduction | 30% | 30% |
Significant Accounting Polic_24
Significant Accounting Policies - Property and Equipment (Details) - P3 Health Partners Inc. - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 8,230,250 | $ 7,743,414 | $ 9,630,761 |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Lease term | 1 year | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Lease term | 10 years | ||
Leasehold Improvements (Cycle: Lease Term) | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 1 year | ||
Leasehold Improvements (Cycle: Lease Term) | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 10 years | ||
Furniture & Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years | ||
Property and Equipment, Gross | $ 1,108,184 | 1,150,789 | 1,360,095 |
Computer Equipment & Software | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Property and Equipment, Gross | $ 2,700,617 | 1,947,894 | 2,703,230 |
Medical Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years | ||
Property and Equipment, Gross | $ 414,100 | 457,822 | 414,100 |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Software (Development in Process) | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 2,433,470 | 2,794,221 | $ 3,533,823 |
Capitalized costs placed into service | $ 2,087,022 | $ 534,931 |
Significant Accounting Polic_25
Significant Accounting Policies - Goodwill (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
P3 Health Partners Inc. | ||||||||
Goodwill [Line Items] | ||||||||
Impairment charges | $ 0 | $ 851,455,754 | $ 0 | $ 851,455,754 | $ 0 | $ 0 | $ 0 | $ 0 |
Significant Accounting Polic_26
Significant Accounting Policies - Warrant Liability (Details) - P3 Health Partners Inc. | Dec. 31, 2021 $ / shares |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 60 |
Risk-Free Interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 1.26 |
Exercise Price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 11.50 |
Expected Term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 4.9 |
Significant Accounting Polic_27
Significant Accounting Policies - PDR (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
P3 Health Partners Inc. | |||
Premium Deficiency Reserve | |||
Premium Deficiency Reserve | $ 35,021,557 | $ 37,835,642 | $ 0 |
Significant Accounting Polic_28
Significant Accounting Policies - Medical Expenses (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
P3 Health Partners Inc. | ||
Healthcare Services Expense and Claims Payable | ||
Liabilities For Healthcare Services Incurred, But Not Yet Reported | $ 101,958,324 | $ 56,934,400 |
Significant Accounting Polic_29
Significant Accounting Policies - Sales and Marketing Expenses (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
P3 Health Partners Inc. | ||||||||
Sales and Marketing Expenses | ||||||||
Sales and Marketing Expenses | $ 364,127 | $ 1,408,096 | $ 356,501 | $ 2,272,626 | $ 626,742 | $ 1,818,015 | $ 1,502,634 | $ 801,685 |
Business Combinations - Purch_2
Business Combinations - Purchase Consideration (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 03, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Jan. 01, 2021 | Jan. 01, 2020 | |
Business Acquisition [Line Items] | ||||||||
Cash Consideration | $ 47,879,102 | $ 82,000 | $ 4,989,000 | $ 130,000 | ||||
Useful life of intangible assets (in years) | 10 years | 9 years 4 months 24 days | ||||||
P3 LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Income tax benefit paid, percentage | 85% | |||||||
Equity | $ 80,300,733 | |||||||
Fair Value of Non-controlling Interest | 1,807,427,576 | |||||||
Stock Compensation Pre-combination Services | 26,313,476 | |||||||
Cash Consideration | 18,405,083 | |||||||
Payment of P3 Transaction Costs | 19,151,752 | $ 39,400,000 | $ 39,400,000 | |||||
Consideration for acquisition of equity interests | $ 1,951,598,620 | |||||||
Useful life of intangible assets (in years) | 10 years |
Business Combinations - Purch_3
Business Combinations - Purchase Price Allocation (Details) - P3 Health Partners Inc. - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 03, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets Acquired: | |||||||
Goodwill | $ 458,294,462 | $ 1,309,750,216 | $ 1,278,452,778 | $ 3,805,628 | $ 871,128 | $ 741,128 | |
P3 LLC | |||||||
Assets Acquired: | |||||||
Cash | 5,300,842 | ||||||
Restricted Cash | 54,095 | ||||||
Health Plan Settlement Receivables | 47,733,033 | ||||||
Clinic Fees and Insurance Receivables, Net | 426,064 | ||||||
Other Receivables | 1,880,939 | ||||||
Prepaid Expenses and Other Current Assets | 938,413 | ||||||
Property, Plant and Equipment, Net | 7,875,234 | ||||||
Goodwill | 1,278,452,778 | ||||||
Notes Receivable, Net | 3,734,012 | ||||||
Right of Use Assets | 6,870,279 | ||||||
Total Assets Acquired | 2,188,665,689 | ||||||
Liabilities Assumed: | |||||||
Accounts Payable and Accrued Expenses | 25,819,091 | ||||||
Accrued Payroll | 2,868,664 | ||||||
Health Plans Settlements Payable | 25,007,542 | ||||||
Claims Payable | 76,031,460 | ||||||
Premium Deficiency Reserve | 11,559,067 | ||||||
Accrued Interest | 9,268,846 | ||||||
Current Portion of Long-Term Debt | 301,443 | ||||||
Lease Liability | 6,210,956 | ||||||
Long-Term Debt | 80,000,000 | ||||||
Total Liabilities Assumed | 237,067,069 | ||||||
Net Assets Acquired | 1,951,598,620 | ||||||
Goodwill expected to be deductible for tax purposes | 3,800,000 | ||||||
P3 LLC | Customer Relationships | |||||||
Assets Acquired: | |||||||
Intangible Assets, Net: | 684,000,000 | ||||||
P3 LLC | Provider Network | |||||||
Assets Acquired: | |||||||
Intangible Assets, Net: | 3,700,000 | ||||||
P3 LLC | Trademarks | |||||||
Assets Acquired: | |||||||
Intangible Assets, Net: | $ 147,700,000 | ||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | |||||||
Assets Acquired: | |||||||
Cash | 20,547,337 | 3,000 | |||||
Restricted Cash | 302,187 | ||||||
Health Plan Settlement Receivables | 5,754,006 | ||||||
Clinic Fees and Insurance Receivables, Net | 141,186 | ||||||
Other Receivables | 726,378 | ||||||
Prepaid Expenses and Other Current Assets | 1,189,575 | ||||||
Property, Plant and Equipment, Net | 113,436 | 5,896 | |||||
Goodwill | 31,297,438 | 2,934,500 | |||||
Total Assets Acquired | 67,471,814 | 4,989,000 | |||||
Liabilities Assumed: | |||||||
Accounts Payable and Accrued Expenses | 150,196 | ||||||
Accrued Payroll | 277,074 | ||||||
Health Plans Settlements Payable | 133,149 | ||||||
Claims Payable | 26,898,074 | ||||||
Total Liabilities Assumed | 27,458,493 | ||||||
Net Assets Acquired | 40,013,321 | 4,989,000 | |||||
Goodwill expected to be deductible for tax purposes | $ 8,100,000 | 8,100,000 | |||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | Customer Relationships | |||||||
Assets Acquired: | |||||||
Intangible Assets, Net: | $ 2,045,604 | ||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | Payor Contracts | |||||||
Assets Acquired: | |||||||
Intangible Assets, Net: | 4,700,271 | ||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | Provider Network | |||||||
Assets Acquired: | |||||||
Intangible Assets, Net: | 1,100,000 | ||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | Trademarks | |||||||
Assets Acquired: | |||||||
Intangible Assets, Net: | 900,000 | ||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") | Medical Licenses | |||||||
Assets Acquired: | |||||||
Intangible Assets, Net: | $ 700,000 |
Business Combinations - Medcore
Business Combinations - Medcore Health Plan, Inc and Omni IPA Medical Group, Inc (Details) - P3 Health Partners Inc. | 1 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 USD ($) item | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Dec. 02, 2021 USD ($) item | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 27, 2021 | Dec. 03, 2021 USD ($) | Dec. 31, 2019 USD ($) | |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 1,309,750,216 | $ 1,309,750,216 | $ 3,805,628 | $ 1,309,750,216 | $ 871,128 | $ 458,294,462 | $ 1,278,452,778 | $ 741,128 | |||
Contingent Consideration | $ 3,486,593 | 3,486,593 | $ 3,486,593 | $ 3,674,192 | |||||||
Cash Consideration | 47,879,102 | $ 82,000 | 4,989,000 | $ 130,000 | |||||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of other medical practice acquired | item | 2 | 2 | |||||||||
Consideration for acquisition of equity interests | $ 40,013,321 | ||||||||||
Goodwill | 31,297,438 | 31,297,438 | $ 2,934,500 | $ 31,297,438 | |||||||
Goodwill expected to be deductible for tax purposes | 8,100,000 | 8,100,000 | 8,100,000 | $ 8,100,000 | |||||||
Contingent Consideration | 3,486,593 | $ 3,486,593 | 3,486,593 | ||||||||
Cash Consideration | $ 15,677,205 | $ 15,677,205 | |||||||||
Medcore HP | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership percentage | 100% | 100% | 100% | 100% | |||||||
Omni IPA Medical Group, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership percentage | 100% | 100% | 100% | 100% | |||||||
Other medical practices | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of other medical practice acquired | item | 3 | ||||||||||
Consideration for acquisition of equity interests | $ 4,989,000 |
Business Combinations - Pro F_2
Business Combinations - Pro Forma Financial Information (Details) - P3 Health Partners Inc. - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jan. 01, 2021 | Jan. 01, 2020 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 03, 2021 | |
Business Acquisition [Line Items] | ||||||
Total Operating Revenue | $ 369,698,137 | $ 793,447,211 | $ 615,487,335 | |||
Net Loss | (173,796,294) | (259,282,984) | (198,926,617) | |||
Net Loss Attributable to Non-controlling Interest | (143,555,739) | (214,167,745) | (164,313,386) | |||
Net Loss Attributable to Controlling Interest | $ (30,240,555) | $ (45,115,239) | $ (34,613,231) | |||
P3 Llc | ||||||
Business Acquisition [Line Items] | ||||||
Transaction Costs | $ 39,400,000 | $ 39,400,000 | $ 19,151,752 | |||
Amortization expense adjustment | $ 2,400,000 | $ 2,400,000 |
Fair Value Measurements and H_9
Fair Value Measurements and Hierarchy - Carrying Value of Financial Instruments (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | ||||||||||
Cash | $ 100,935 | $ 179,512 | ||||||||
P3 Health Partners Inc. | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Cash | $ 140,477,586 | $ 140,477,586 | $ 63,145,379 | $ 16,322,893 | $ 63,145,379 | $ 16,322,893 | $ 5,300,842 | $ 36,261,104 | $ 32,592,496 | |
Restricted Cash | 356,286 | 356,286 | 753,920 | $ 223,872 | 753,920 | $ 223,872 | $ 54,095 | 3,641,843 | $ 312,352 | |
Clinic Fees and Insurance Receivables, Net | 1,090,104 | 1,090,104 | 1,931,291 | 1,931,291 | 675,954 | |||||
Other Receivables | 726,903 | 726,903 | 261,935 | 261,935 | 146,117 | |||||
Accounts Payable and Accrued Expenses | 17,730,683 | 17,730,683 | 20,693,070 | 20,693,070 | 11,793,125 | |||||
Liability for warrants | $ 11,382,826 | $ 11,382,826 | $ 5,429,009 | $ 5,429,009 | $ 6,316,605 |
Fair Value Measurements and _10
Fair Value Measurements and Hierarchy - Option Pricing (Details) | Jun. 30, 2022 $ / shares Y | Dec. 31, 2021 $ / shares Y | Dec. 03, 2021 item $ / shares | Feb. 12, 2021 item $ / shares | Dec. 31, 2020 Y $ / shares |
Volatility | Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | item | 0.210 | 0.178 | |||
Risk-Free Interest rate | Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | item | 0.0113 | 0.0056 | |||
Exercise Price | Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 11.50 | 11.50 | |||
P3 Health Partners Inc. | Volatility | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 60 | ||||
P3 Health Partners Inc. | Volatility | Class D Warrants | Level 3 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 65 | ||||
P3 Health Partners Inc. | Volatility | Private Placement Warrants | Level 3 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 65 | 60 | |||
P3 Health Partners Inc. | Risk-Free Interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 1.26 | ||||
P3 Health Partners Inc. | Risk-Free Interest rate | Class D Warrants | Level 3 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 0.10 | ||||
P3 Health Partners Inc. | Risk-Free Interest rate | Private Placement Warrants | Level 3 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 3 | 1.26 | |||
P3 Health Partners Inc. | Exercise Price | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 11.50 | ||||
P3 Health Partners Inc. | Exercise Price | Class D Warrants | Level 3 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 4.68 | ||||
P3 Health Partners Inc. | Exercise Price | Private Placement Warrants | Level 3 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 11.50 | 11.50 | |||
P3 Health Partners Inc. | Expected Term | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 4.9 | ||||
P3 Health Partners Inc. | Expected Term | Class D Warrants | Level 3 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | Y | 1.1 | ||||
P3 Health Partners Inc. | Expected Term | Private Placement Warrants | Level 3 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | Y | 4.4 | 4.9 |
Fair Value Measurements and _11
Fair Value Measurements and Hierarchy - Level 3 Measurement (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Private Placement Warrants | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Beginning balance | $ 352,425 | ||||||||||||
Mark-to-Market Adjustment for Stock Warrants | $ 71,550 | ||||||||||||
Ending balance | $ 352,425 | $ 352,425 | |||||||||||
P3 Health Partners Inc. | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |||
Beginning balance | $ 6,316,605 | $ 502,276 | $ 6,316,605 | $ 6,316,605 | $ 6,316,605 | ||||||||
Mark-to-Market Adjustment for Stock Warrants | $ (344,101) | 10,661,579 | |||||||||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Mark-to-Market Adjustment of Stock Warrants | Mark-to-Market Adjustment of Stock Warrants | Mark-to-Market Adjustment of Stock Warrants | Mark To Market Adjustment Of Foresight Stock Warrants | Mark-to-Market Adjustment of Stock Warrants | Mark-to-Market Adjustment of Stock Warrants | |||||||
Ending balance | $ 502,276 | $ 502,276 | $ 158,175 | $ 16,978,184 | $ 158,175 | 16,978,184 | $ 6,316,605 | ||||||
P3 Health Partners Inc. | Private Placement Warrants | Level 3 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Beginning balance | 793,650 | $ 502,276 | |||||||||||
Mark-to-Market Adjustment for Stock Warrants | (291,374) | ||||||||||||
Ending balance | $ 502,276 | $ 793,650 | 502,276 | 793,650 | |||||||||
P3 Health Partners Inc. | Class D Warrants | Level 3 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Beginning balance | $ 13,981,474 | $ 6,316,605 | $ 6,316,605 | $ 6,316,605 | 6,316,605 | ||||||||
Issuance of Class D Warrants | 6,316,605 | ||||||||||||
Mark-to-Market Adjustment for Stock Warrants | 7,664,869 | ||||||||||||
Ending balance | $ 13,981,474 | $ 13,981,474 | $ 6,316,605 |
Patient Fees Receivable (Deta_2
Patient Fees Receivable (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Total Receivables: Gross | $ 2,641,182 | $ 2,641,182 | $ 2,698,072 | $ 2,698,072 | $ 1,041,300 | |||||
Less: Contractual Allowances | (1,968,750) | (1,968,750) | (2,129,238) | (2,129,238) | (791,837) | |||||
Receivables Net of Contractual Allowances | 672,432 | 672,432 | $ 568,834 | $ 568,834 | 249,463 | |||||
Commercial | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Receivables Net of Contractual Allowances | 362,851 | 362,851 | 85,504 | |||||||
Medicare / Medicaid | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Receivables Net of Contractual Allowances | 280,265 | 280,265 | 116,220 | |||||||
Self Pay | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Receivables Net of Contractual Allowances | $ 29,316 | $ 29,316 | $ 47,739 |
Property and Equipment (Detai_2
Property and Equipment (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Property and Equipment, Gross | $ 8,230,250 | $ 8,230,250 | $ 9,630,761 | $ 9,630,761 | $ 7,743,414 | |||||
Less: Accumulated Depreciation | (182,321) | (182,321) | (1,337,796) | (1,337,796) | (1,592,827) | |||||
Property and Equipment, Net | 8,047,929 | 8,047,929 | 8,292,965 | 8,292,965 | 6,150,587 | |||||
Leasehold Improvements (Cycle: Lease Term) | ||||||||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Property and Equipment, Gross | 1,537,091 | 1,537,091 | 1,582,725 | 1,582,725 | 1,392,688 | |||||
Furniture & Fixtures | ||||||||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Property and Equipment, Gross | 1,108,184 | 1,108,184 | 1,360,095 | 1,360,095 | 1,150,789 | |||||
Computer Equipment & Software | ||||||||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Property and Equipment, Gross | 2,700,617 | 2,700,617 | 2,703,230 | 2,703,230 | 1,947,894 | |||||
Medical Equipment | ||||||||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Property and Equipment, Gross | 414,100 | 414,100 | 414,100 | 414,100 | 457,822 | |||||
Software (Development in Process) | ||||||||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Property and Equipment, Gross | 2,433,470 | 2,433,470 | 3,533,823 | 3,533,823 | $ 2,794,221 | |||||
Other | ||||||||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||||||||
Property and Equipment, Gross | $ 36,788 | $ 36,788 | $ 36,788 | $ 36,788 |
Goodwill (Details)_2
Goodwill (Details) - P3 Health Partners Inc. | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2021 | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 02, 2021 USD ($) item | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Goodwill [Line Items] | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |||
Balance at the beginning | $ 1,278,452,778 | $ 3,805,628 | $ 1,309,750,216 | $ 871,128 | $ 1,309,750,216 | $ 871,128 | $ 871,128 | $ 871,128 | $ 741,128 | ||||
Acquisitions | 31,297,438 | 0 | 2,934,500 | 130,000 | |||||||||
Balance at the end | $ 1,309,750,216 | $ 1,309,750,216 | 1,309,750,216 | $ 458,294,462 | 458,294,462 | 3,805,628 | $ 1,309,750,216 | 871,128 | $ 741,128 | ||||
Impairment charges | $ 0 | $ 851,455,754 | $ 0 | $ 851,455,754 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Other medical practices | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Number of other medical practice acquired | item | 3 |
Intangible Assets - Changes (_2
Intangible Assets - Changes (Details) - P3 Health Partners Inc. | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 USD ($) | Jun. 30, 2021 | Dec. 02, 2021 USD ($) Asset | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Balance at the beginning | $ 835,400,000 | $ 2,011,208 | $ 835,838,605 | ||||||||
Acquisitions | 7,400,271 | $ 2,045,604 | |||||||||
Amortization | (6,961,666) | (6,961,666) | (42,285,014) | (34,396) | |||||||
Balance at the end | $ 835,838,605 | 835,838,605 | 835,838,605 | $ 793,553,591 | 793,553,591 | 2,011,208 | |||||
Customer Relationships | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Balance at the beginning | 684,000,000 | 2,011,208 | 678,300,000 | ||||||||
Acquisitions | 2,045,604 | ||||||||||
Amortization | (5,700,000) | (34,200,000) | (34,396) | ||||||||
Balance at the end | 678,300,000 | 678,300,000 | 678,300,000 | 644,100,000 | 644,100,000 | $ 2,011,208 | |||||
Customer relationships related medical practices acquired | Asset | 2 | ||||||||||
Trademarks | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Balance at the beginning | 147,700,000 | 147,369,167 | |||||||||
Acquisitions | 900,000 | ||||||||||
Amortization | (1,230,833) | (7,610,000) | |||||||||
Balance at the end | 147,369,167 | 147,369,167 | 147,369,167 | 139,759,167 | 139,759,167 | ||||||
Provider Contracts | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Balance at the beginning | 4,700,271 | ||||||||||
Acquisitions | 4,700,271 | ||||||||||
Amortization | (235,014) | ||||||||||
Balance at the end | 4,700,271 | 4,700,271 | 4,700,271 | 4,465,257 | 4,465,257 | ||||||
Provider Network | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Balance at the beginning | 3,700,000 | 4,769,167 | |||||||||
Acquisitions | 1,100,000 | ||||||||||
Amortization | (30,833) | (240,000) | |||||||||
Balance at the end | 4,769,167 | 4,769,167 | 4,769,167 | 4,529,167 | 4,529,167 | ||||||
Other | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Balance at the beginning | 700,000 | ||||||||||
Acquisitions | 700,000 | ||||||||||
Balance at the end | $ 700,000 | $ 700,000 | $ 700,000 | $ 700,000 | $ 700,000 |
Intangible Assets - Additiona_2
Intangible Assets - Additional Information (Details) - P3 Health Partners Inc. - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Anticipated amortization of intangible assets | ||
2022 | $ 84 | $ 84.6 |
2023 | 84 | 84.6 |
2024 | 84 | 84.1 |
2025 | $ 84 | 84.1 |
2026 | $ 84.1 |
Intangible Assets - Weighted av
Intangible Assets - Weighted average remaining useful life (Details) - P3 Health Partners Inc. | 6 Months Ended | 12 Months Ended | |
Dec. 03, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets (in years) | 10 years | 9 years 4 months 24 days | |
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets (in years) | 9 years 10 months 24 days | ||
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets (in years) | 9 years 10 months 24 days | ||
Provider Contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets (in years) | 10 years | ||
Provider Network | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets (in years) | 9 years 10 months 24 days |
Notes Receivable, Net (Detail_2
Notes Receivable, Net (Details) - P3 Health Partners Inc. | 12 Months Ended | ||
Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) item | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Number of promissory notes entered | 5 | 5 | |
Number of family medical practices with whom promissory notes are entered | 3 | 3 | |
Separate provider agreements with each practice related to number of promissory notes entered | 4 | 4 | |
Notes Receivable, Net | $ | $ 3,590,715 | $ 3,804,662 | $ 3,579,220 |
Notes receivable accrued interest | $ | 885,243 | 572,382 | 1,006,898 |
Notes receivable valuation allowances | $ | $ 526,808 | 195,967 | $ 659,958 |
Number of notes included in Other Receivable due to their short-term maturity dates | 2 | ||
Number of notes receivable forgiven | 2 | ||
Number of provider groups of notes receivable | 1 | ||
Interest forgiven | $ | $ 286,600 | $ 71,762 | |
Minimum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest rates | 5% | 5% | |
Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest rates | 10% | 10% |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) - P3 Health Partners Inc. - Tax Receivable Agreement with Selling Equity Holders of P3 LLC | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Percentage of payment of tax savings realized | 85% | 85% |
Retained percentage of cash savings | 15% | 15% |
Claims Payable (Details)_2
Claims Payable (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||||||||||
IBNR | $ 101,958,324 | $ 101,958,324 | $ 139,322,367 | $ 139,322,367 | $ 76,031,460 | $ 56,934,400 | $ 19,859,348 | |||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Claims Unpaid, Beginning of Period | $ 76,031,460 | $ 56,934,400 | $ 101,958,324 | $ 56,934,400 | $ 56,934,400 | $ 19,859,348 | ||||
Incurred, Related to: | ||||||||||
Current Period | 55,148,939 | 468,944,879 | 525,366,213 | 418,103,177 | ||||||
Prior Period (s) | 174,408 | 7,097,685 | 3,313,744 | |||||||
Total Incurred | 55,323,347 | 476,042,564 | 528,679,957 | 418,103,177 | ||||||
Paid, Related to: | ||||||||||
Current Period | 53,366,035 | 340,629,168 | 453,940,969 | 361,512,059 | ||||||
Prior Period (s) | 2,928,522 | 98,049,353 | 55,641,928 | 19,516,066 | ||||||
Total Paid | 56,294,557 | 438,678,521 | 509,582,897 | 381,028,125 | ||||||
Claims Unpaid Assumed in Acquisitions | $ 26,898,074 | 26,898,074 | ||||||||
Claims Unpaid, End of Period | $ 101,958,324 | $ 101,958,324 | $ 139,322,367 | $ 139,322,367 | $ 76,031,460 | $ 56,934,400 | $ 19,859,348 |
Debt - Paragraphs (Details)
Debt - Paragraphs (Details) - P3 Health Partners Inc. | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Nov. 19, 2020 USD ($) shareholder payment $ / shares shares | Jun. 07, 2020 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) payment $ / shares shares | Dec. 02, 2021 USD ($) | Dec. 31, 2025 USD ($) | Dec. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) shareholder loan | Dec. 03, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Debt outstanding | $ 80,000,000 | $ 80,053,526 | $ 80,046,101 | $ 55,136,089 | $ 16,516,598 | $ 80,053,526 | ||||||
Net proceeds from debt | 25,000,000 | 40,180,000 | ||||||||||
Percentage of pledged stock, Its subsidiaries and bank accounts | 100% | |||||||||||
Class C Preferred Units | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Shares repurchased | shares | 200,000 | |||||||||||
Share price | $ / shares | $ 0.90 | |||||||||||
Members deficit decrease | $ 180,000 | |||||||||||
Number of share-purchase agreement | shareholder | 1 | |||||||||||
Short term financing agreements | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 3,683,100 | |||||||||||
Weighted average interest rate | 2.60% | |||||||||||
Short term financing agreements | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument term | 9 months | |||||||||||
Short term financing agreements | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument term | 10 months | |||||||||||
LTD-A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt outstanding | $ 1,516,598 | |||||||||||
Net proceeds from debt | 16,164,914 | |||||||||||
Accrued interest | $ 112,712 | |||||||||||
Interest rate | 12% | |||||||||||
Number of loans not paid | loan | 1 | |||||||||||
LTD-C | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt outstanding | $ 15,000,000 | 15,000,000 | $ 15,000,000 | 15,000,000 | $ 15,000,000 | 15,000,000 | ||||||
Net proceeds from debt | $ 15,000,000 | |||||||||||
Accrued interest | 6,511,477 | 3,865,740 | ||||||||||
Interest rate | 11% | |||||||||||
Number of share-purchase agreement | shareholder | 1 | |||||||||||
Original investor contribution exchange for notes | $ 15,000,000 | |||||||||||
Amount exit fee due at maturity | 600,000 | |||||||||||
LTD-D | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 100,000,000 | |||||||||||
Debt outstanding | 65,000,000 | 65,000,000 | 65,000,000 | 40,000,000 | 65,000,000 | |||||||
Gross proceeds from debt | 65,000,000 | 65,000,000 | ||||||||||
Net proceeds from debt | 61,058,281 | 25,000,000 | 61,058,281 | 40,000,000 | ||||||||
Debt issuance cost | $ 3,941,719 | 3,941,719 | ||||||||||
Accrued interest | 2,259,588 | 186,666 | ||||||||||
Period when revenue should greater than or equal to $125.0 million | 3 months | |||||||||||
Minimum revenue for any three consecutive months after closing | $ 125,000,000 | |||||||||||
Minimum liquidity | 5,000,000 | |||||||||||
Minimum annual revenue | $ 125,000,000 | $ 650,000,000 | $ 585,000,000 | $ 525,000,000 | $ 460,000,000 | 395,000,000 | ||||||
Paid in cash interest, percentage | 12% | 12% | ||||||||||
Partially paid in kind interest, percentage | 8% | 8% | ||||||||||
Paid in kind interest, percentage | 4% | 4% | ||||||||||
Interest payment term | 3 years | 3 years | ||||||||||
Number of payments | payment | 12 | 12 | ||||||||||
Warrant term | 10 years | |||||||||||
Warrant issued for securities | shares | 858,351 | |||||||||||
Percentage of pledged stock, Its subsidiaries and bank accounts | 100% | |||||||||||
Share price | $ / shares | $ 4.68 | |||||||||||
LTD-D | Series D Preferred units | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrant term | 10 years | |||||||||||
Warrant issued for securities | shares | 858,351 | |||||||||||
Exercise price (in $ per share) | $ / shares | $ 4.68 | |||||||||||
LTD-E | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt outstanding | $ 53,526 | $ 46,101 | 136,089 | $ 53,526 | ||||||||
Net proceeds from debt | $ 180,000 | |||||||||||
Long term debt increase | $ 180,000 | |||||||||||
Interest rate | 3.25% | |||||||||||
Monthly payment | $ 7,757 | |||||||||||
LTD-E | Class C Preferred Units | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Members deficit decrease | 180,000 | |||||||||||
Monthly payment | $ 7,757 |
Debt - Rollforward (Details)
Debt - Rollforward (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Nov. 19, 2020 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||
Beginning Balance | $ 80,053,526 | $ 55,136,089 | $ 80,046,101 | $ 55,136,089 | $ 55,136,089 | $ 55,136,089 | $ 16,516,598 | |||||
Issued | 25,000,000 | 40,180,000 | ||||||||||
Principal Payments | (7,425) | (46,101) | (82,563) | (1,560,509) | ||||||||
Ending Balance | $ 80,046,101 | 80,046,101 | $ 80,000,000 | 80,000,000 | 80,053,526 | 80,046,101 | 55,136,089 | $ 16,516,598 | ||||
LTD-A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Beginning Balance | 1,516,598 | |||||||||||
Issued | 16,164,914 | |||||||||||
Principal Payments | (1,516,598) | |||||||||||
Ending Balance | 1,516,598 | |||||||||||
LTD-C | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Beginning Balance | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | |||||
Issued | $ 15,000,000 | |||||||||||
Ending Balance | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | $ 15,000,000 | ||||
LTD-D | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Beginning Balance | 65,000,000 | 40,000,000 | 65,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | ||||||
Issued | 61,058,281 | 25,000,000 | 61,058,281 | 40,000,000 | ||||||||
Ending Balance | 65,000,000 | 65,000,000 | $ 65,000,000 | 65,000,000 | 65,000,000 | 65,000,000 | 40,000,000 | |||||
LTD-E | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Beginning Balance | 53,526 | $ 136,089 | 46,101 | $ 136,089 | 136,089 | 136,089 | ||||||
Issued | 180,000 | |||||||||||
Principal Payments | (7,425) | $ (46,101) | (82,563) | (43,911) | ||||||||
Ending Balance | $ 46,101 | $ 46,101 | $ 53,526 | $ 46,101 | $ 136,089 |
Debt - Maturity (Details)
Debt - Maturity (Details) - P3 Health Partners Inc. - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Principal | |||
Principal- 2022 | $ 46,101 | ||
Principal- 2025 | $ 15,000,000 | 65,000,000 | |
Principal- 2026 | 15,000,000 | ||
Principal- Total | 80,000,000 | 80,046,101 | $ 55,136,089 |
PIK | |||
PIK- 2022 | 5,624,513 | 5,225,890 | |
PIK- 2023 | 6,061,814 | 5,624,513 | |
PIK- 2024 | 6,274,526 | 6,061,814 | |
PIK- 2025 | 1,851,284 | 6,274,526 | |
PIK- 2026 | 1,851,284 | ||
PIK- Total | 22,472,598 | 25,038,027 | |
Cash Interest | |||
Cash Interest - 2022 | 5,675,461 | 5,479,398 | |
Cash Interest - 2023 | 5,882,309 | 5,675,461 | |
Cash Interest - 2024 | 19,518,225 | 5,882,309 | |
Cash Interest - 2025 | 20,054,451 | 19,518,225 | |
Cash Interest - 2026 | 20,054,451 | ||
Cash Interest | 53,918,820 | 56,609,844 | |
Total Payments | |||
Total Cash Payments - 2022 | 5,675,461 | 5,525,499 | |
Total Cash Payments - 2023 | 5,882,309 | 5,675,461 | |
Total Cash Payments - 2024 | 84,518,225 | 5,882,309 | |
Total Cash Payments - 2025 | 35,054,451 | 84,518,225 | |
Total Cash Payments - 2026 | 35,054,451 | ||
Total Cash Payments - Total | $ 133,918,820 | $ 136,655,945 |
Debt - Composition (Details)
Debt - Composition (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Total Principal | $ 80,046,101 | $ 80,046,101 | $ 80,000,000 | $ 80,000,000 | $ 55,136,089 | |||||
Less: Current Portion of Long-Term Debt | (46,101) | (46,101) | (89,988) | |||||||
Less: Loan Origination Fees | (3,566,718) | |||||||||
Add: Accumulated Amortization of Loan Origination Fees | 80,237 | |||||||||
Less: Discount for Issuance of Class D Warrants | (6,316,605) | |||||||||
Add: Accumulated Amortization of Discount | 144,971 | |||||||||
Long Term Debt | $ 80,000,000 | $ 80,000,000 | $ 80,000,000 | $ 80,000,000 | $ 45,387,986 |
Debt - Short Term Principal Pay
Debt - Short Term Principal Payments (Details) - P3 Health Partners Inc. - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
First quarter 2022 | $ 1,178,344 | |
Second quarter 2022 | 1,235,955 | |
Third quarter 2022 | 1,164,262 | |
Total | $ 1,178,229 | $ 3,578,561 |
Income Taxes- Components of Los
Income Taxes- Components of Loss Before Taxes (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Components of net loss before the provision for income taxes | $ (57,937,929) | $ (903,105,939) | $ (29,464,410) | $ (963,896,193) | $ (54,115,119) | $ (146,399,938) | $ (31,411,542) | $ (41,971,558) | ||
Domestic | ||||||||||
Income Tax [Line Items] | ||||||||||
Components of net loss before the provision for income taxes | $ (57,937,929) | $ (146,399,938) | $ (31,411,542) | $ (41,971,558) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expenses (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Tax at Federal statutory rate | $ 12,166,545 | $ 30,743,987 | $ 6,596,424 | $ 8,814,027 | ||||||
State taxes, net of Federal Benefit | 98,755 | |||||||||
Allocable loss from investment in P3 LLC | (1,550,420) | |||||||||
SPAC warrants change in fair-value | 477,048 | |||||||||
Non-controlling interest and nontaxable income | (8,359,391) | (30,743,987) | (6,596,424) | (8,814,027) | ||||||
Permanent book to tax differences | 283 | |||||||||
Change in valuation allowance | 2,832,254 | |||||||||
Total | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Taxes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax assets: | ||||||||||
Net operating loss carryforwards | $ 38,800 | $ 480 | ||||||||
Total deferred tax assets | 4,767,429 | 480 | ||||||||
Valuation allowance | $ (4,767,429) | $ (480) | ||||||||
P3 Health Partners Inc. | ||||||||||
Deferred tax assets: | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Net operating loss carryforwards | $ 6,921,601 | $ 6,921,601 | ||||||||
Accrued liabilities | 3,306,695 | 3,306,695 | ||||||||
Section 163j Interest Limitation | 1,232,477 | 1,232,477 | ||||||||
Other deferred tax assets | 3,970 | 3,970 | ||||||||
Total deferred tax assets | 11,464,743 | 11,464,743 | ||||||||
Valuation allowance | (9,621,431) | (9,621,431) | ||||||||
Net deferred tax assets | 1,843,312 | 1,843,312 | ||||||||
Deferred tax liabilities: | ||||||||||
Other deferred tax liabilities | (87,415) | (87,415) | ||||||||
Goodwill and identifiable intangible assets | (1,755,897) | (1,755,897) | ||||||||
Total deferred tax liabilities | (1,843,312) | (1,843,312) | ||||||||
Net deferred tax asset | $ 0 | $ 0 | $ 0 |
Income Taxes - Paragraphs (Deta
Income Taxes - Paragraphs (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | |||||||||
Valuation allowance recorded | $ 480 | $ 4,773,438 | |||||||
P3 Health Partners Inc. | |||||||||
Income Tax [Line Items] | |||||||||
Valuation allowance recorded | $ 9,600,000 | ||||||||
Deferred tax | $ 0 | $ 0 | 0 | $ 0 | |||||
Net operating loss carryforwards | 31,400,000 | $ 31,400,000 | |||||||
Maximum percentage of utilization of net operating loss carryforwards of taxable income | 80% | ||||||||
Tax benefit | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
P3 Health Partners Inc. | Tax Receivable Agreement with Selling Equity Holders of P3 LLC | |||||||||
Income Tax [Line Items] | |||||||||
Percentage of payment of tax savings realized | 85% | 85% | |||||||
Retained percentage of cash savings | 15% | 15% | |||||||
P3 Health Partners Inc. | Network | |||||||||
Income Tax [Line Items] | |||||||||
Deferred tax | 0 | $ 0 | |||||||
P3 Health Partners Inc. | P3 Llc | |||||||||
Income Tax [Line Items] | |||||||||
TRA liability | 0 | 0 | |||||||
Tax benefit | 0 | ||||||||
P3 Health Partners Inc. | P3 Llc | Tax Receivable Agreement with Selling Equity Holders of P3 LLC | |||||||||
Income Tax [Line Items] | |||||||||
Estimated potential future tax benefits | $ 5,400,000 | ||||||||
TRA liability | $ 4,600,000 | 0 | $ 0 | 0 | |||||
Tax benefit | 0 | ||||||||
P3 Health Partners Inc. | Medcore HP | |||||||||
Income Tax [Line Items] | |||||||||
Deferred tax | $ 0 | $ 0 |
Capitalization and Management_4
Capitalization and Management Incentive Units - Class A Units (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 03, 2021 shares | Oct. 04, 2021 | Jun. 30, 2021 shares | Mar. 31, 2021 | Jun. 30, 2022 Vote $ / shares shares | Jun. 30, 2021 shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 31, 2019 USD ($) shares | Dec. 02, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Preferred Units [Line Items] | ||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||||||
P3 Health Partners Inc. | ||||||||||
Preferred Units [Line Items] | ||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares outstanding | 0 | |||||||||
Common unit outstanding | 243,603,813 | 243,603,813 | ||||||||
P3 Health Partners Inc. | Restricted Shares | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common unit outstanding | 601,614 | 5,471,400 | ||||||||
Shares issued | 5,471,400 | |||||||||
P3 Health Partners Inc. | P3 Llc | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common unit outstanding | 243,603,813 | |||||||||
Common Class A [Member] | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common stock shares authorized | 200,000,000 | 200,000,000 | ||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Common stock shares issued | 832,500 | 7,906,250 | ||||||||
Common stock shares outstanding | 832,500 | 7,906,250 | ||||||||
Exchange ratio | 0.01 | |||||||||
Common Class A [Member] | PIPE Investment | ||||||||||
Preferred Units [Line Items] | ||||||||||
Shares issued in private placement | 20,370,307 | |||||||||
Common Class A [Member] | P3 Health Partners Inc. | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common stock shares authorized | 800,000,000 | 800,000,000 | ||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Common stock shares issued | 41,578,890 | 41,578,890 | ||||||||
Common stock shares outstanding | 3,737,316 | 41,578,890 | 41,578,890 | |||||||
Purchase consideration | 8,732,517 | 8,732,517 | ||||||||
Converted shares | 3,737,316 | |||||||||
Units authorized | 43,000,000 | 43,000,000 | 43,000,000 | |||||||
Units outstanding | 43,000,000 | 43,000,000 | 43,000,000 | |||||||
Common unit outstanding | 41,578,890 | 41,578,890 | ||||||||
Common Class A [Member] | P3 Health Partners Inc. | PIPE Investment | ||||||||||
Preferred Units [Line Items] | ||||||||||
Shares issued in private placement | 20,370,307 | 20,370,307 | ||||||||
Common Class A [Member] | P3 Health Partners Inc. | P3 Llc | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common unit outstanding | 41,578,890 | |||||||||
Common Class V | P3 Health Partners Inc. | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common stock shares authorized | 205,000,000 | 205,000,000 | ||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Common stock shares issued | 201,423,309 | 196,553,523 | ||||||||
Common stock shares outstanding | 201,423,309 | 196,553,523 | ||||||||
Number of voting rights per share | Vote | 1 | 1 | ||||||||
Exchange ratio | 1 | 1 | ||||||||
Lockup period | 180 days | |||||||||
Class A Foresight Founder Shares [Member] | P3 Health Partners Inc. | ||||||||||
Preferred Units [Line Items] | ||||||||||
Converted shares | 8,738,750 | |||||||||
Redeemable Non-Controlling Interests | P3 Health Partners Inc. | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common unit outstanding | 202,024,923 | 202,024,923 | ||||||||
Redeemable Non-Controlling Interests | P3 Health Partners Inc. | P3 Llc | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common unit outstanding | 202,024,923 | |||||||||
Redeemable Non-Controlling Interests | P3 Health Partners Inc. | P3 Llc | Restricted Shares | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common unit outstanding | 5,471,400 | |||||||||
Class A Preferred Units | P3 Health Partners Inc. | ||||||||||
Preferred Units [Line Items] | ||||||||||
Total funding commitments received | $ | $ 43 | |||||||||
Preferred return | 8% | 8% | 8% | 8% | ||||||
Units authorized | 0 | 43,000,000 | 43,000,000 | |||||||
Units outstanding | 0 | 43,000,000 | 43,000,000 |
Capitalization and Management_5
Capitalization and Management Incentive Units - Class B Units (Details) - P3 Health Partners Inc. $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021 USD ($) tranche shares | Dec. 02, 2021 shares | Jun. 30, 2021 shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | |
Class B Preferred Units | |||||
Preferred Units [Line Items] | |||||
Units authorized | 8,000,000 | 6,000,000 | |||
Units outstanding | 0 | 8,000,000 | 6,000,000 | ||
Number of tranches of units | tranche | 3 | ||||
Number of units vested | 19,701,492 | ||||
Class B Preferred Units | Previously Reported [Member] | |||||
Preferred Units [Line Items] | |||||
Units authorized | 19,701,492 | 19,701,492 | 19,701,492 | ||
Units outstanding | 19,701,492 | 19,701,492 | 19,701,492 | ||
Class B-1 Preferred Units | |||||
Preferred Units [Line Items] | |||||
Units authorized | 10,000,000 | ||||
Vesting percentage | 20% | ||||
Number of units vested | 17,701,492 | 6,000,000 | 4,000,000 | ||
Number of units unvested | 4,000,000 | ||||
Class B-2 Preferred Units | |||||
Preferred Units [Line Items] | |||||
Units authorized | 4,054,054 | ||||
Vesting percentage | 100% | ||||
Minimum EBITDA for vesting of 100% units | $ | $ 20 | ||||
Minimum net proceeds distributable among the Members for vesting of 100% units | $ | $ 200 | ||||
Class B-3 Preferred Units | |||||
Preferred Units [Line Items] | |||||
Units authorized | 5,647,438 | ||||
Vesting percentage | 100% | ||||
Minimum EBITDA for vesting of 100% units | $ | $ 30 | ||||
Minimum net proceeds distributable among the Members for vesting of 100% units | $ | $ 300 |
Capitalization and Management_6
Capitalization and Management Incentive Units - Class C Units (Details) - P3 Health Partners Inc. - Class C Preferred Units - shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred Units [Line Items] | ||||
Units authorized | 6,845,297 | |||
Units issued | 5,235,833 | 5,420,833 | 4,070,833 | |
Number of units vested | 1,962,500 | 1,302,083 | 1,058,333 | |
Service period | 12 months | |||
Minimum | ||||
Preferred Units [Line Items] | ||||
Vesting period | 4 years | |||
Maximum | ||||
Preferred Units [Line Items] | ||||
Vesting period | 5 years |
Capitalization and Management_7
Capitalization and Management Incentive Units - Class D Units (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Nov. 14, 2019 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | |
Preferred Units [Line Items] | ||||||||
Repayments of bridge loans | $ 8,008 | $ 2,446,433 | $ 44,629 | $ 186,519 | $ 1,493,221 | $ 14,586,891 | ||
Class D Preferred Units | ||||||||
Preferred Units [Line Items] | ||||||||
Total funding commitments received | $ 50,000,000 | |||||||
Number of units issued (in shares) | 16,130,034 | |||||||
Preferred return | 8% | |||||||
Transaction closing costs | $ 2,958,446 | |||||||
Units Subject to Possible Redemption, authorized | 16,130,034 | 16,130,034 | ||||||
Units Subject to Possible Redemption, outstanding | 16,130,034 | 16,130,034 | 16,130,034 | 16,130,034 | ||||
Class D Preferred Units | LTD-A | ||||||||
Preferred Units [Line Items] | ||||||||
Repayments of bridge loans | $ 16,752,354 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Class V Share-Based Compensation Activity (Details) - P3 Health Partners Inc. - Time-Based units vested - Class V shares | 1 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance | shares | |
Granted | shares | 5,471,400 |
Ending balance | shares | 5,471,400 |
Beginning balance (in dollar per share) | $ / shares | |
Weighted average grant date fair value, granted | $ / shares | $ 9.20 |
Ending balance (in dollar per share) | $ / shares | $ 9.20 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Class C Profits Interest Activity (Details) - P3 Health Partners Inc. - Class C units - $ / shares | 11 Months Ended | 12 Months Ended | |
Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Time-Based units vested | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance | 1,543,750 | 1,387,500 | 1,550,000 |
Granted | 985,000 | 600,000 | 1,125,000 |
Vested | (660,417) | (443,750) | (633,333) |
Cancelled/forfeited | (280,000) | (654,167) | |
Ending balance | 1,588,333 | 1,543,750 | 1,387,500 |
Beginning balance (in dollar per share) | $ 0.49 | $ 0.13 | $ 0.16 |
Weighted average grant date fair value, granted | 4.74 | 0.49 | 0.13 |
Weighted average grant date fair value, Vested | 1.12 | 0.30 | 0.15 |
Weighted average grant date fair value, Cancelled/forfeited | 0.49 | 0.14 | |
Ending balance (in dollar per share) | $ 2.66 | $ 0.49 | $ 0.13 |
Performance Based units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance | 2,575,000 | 1,625,000 | 500,000 |
Granted | 60,000 | 950,000 | 1,375,000 |
Cancelled/forfeited | (950,000) | (250,000) | |
Ending balance | 1,685,000 | 2,575,000 | 1,625,000 |
Beginning balance (in dollar per share) | $ 0.04 | $ 0.04 | $ 0.03 |
Weighted average grant date fair value, granted | 0.38 | 0.04 | 0.04 |
Weighted average grant date fair value, Cancelled/forfeited | 0.04 | 0.07 | |
Ending balance (in dollar per share) | $ 0.04 | $ 0.04 | $ 0.04 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - P3 Health Partners Inc. | 1 Months Ended | 2 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 02, 2021 USD ($) shares | Dec. 02, 2021 shares | Dec. 31, 2021 USD ($) item shares | Nov. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 02, 2021 USD ($) shares | Dec. 31, 2021 USD ($) item shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) shares | Dec. 31, 2018 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Executive officer | item | 2 | 2 | |||||||||
Common unit issued | shares | 5,471,400 | 5,471,400 | |||||||||
Unrecognized compensation expense | $ | $ 19,364,188 | $ 9,037,319 | $ 19,364,188 | $ 1,198,550 | |||||||
Weighted-average period to recognize unrecognized compensation expense | 5 months 23 days | ||||||||||
Tax benefits recognized related to stock-based compensation | $ | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Time-Based Unit | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Awards outstanding | shares | 5,471,400 | 601,614 | 5,471,400 | ||||||||
Weighted-average period to recognize unrecognized compensation expense | 1 month 28 days | ||||||||||
Time-Based Unit | Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 1 month | ||||||||||
Time-Based Unit | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 2 years | ||||||||||
Class C Preferred Units | Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Class C Preferred Units | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 5 years | ||||||||||
Class C Preferred Units | Performance Based units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Awards outstanding | shares | 1,685,000 | 1,685,000 | 1,685,000 | 2,575,000 | 1,625,000 | 500,000 | |||||
Management Incentive Plan | Class C Preferred Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized | shares | 6,845,297 | 6,845,297 | 6,845,297 | ||||||||
Shares issued | shares | 5,235,833 | ||||||||||
Compensation costs | $ | $ 2,419,678 | ||||||||||
Management Incentive Plan | Class C Preferred Units | Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Management Incentive Plan | Class C Preferred Units | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 5 years | ||||||||||
Management Incentive Plan | Class C Preferred Units | Time-Based Unit | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Post-combination services | $ | $ 23,999,330 | $ 23,999,330 | |||||||||
Pre-combination services | $ | $ 26,313,476 | $ 26,313,476 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Valuation of Equity-Based Awards (Details) - P3 Health Partners Inc. - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 11, 2020 | Nov. 04, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Volatility | 60% | 65% | 45% | 45% | 40% |
RF Rate | 0.06% | 0.10% | 0.19% | 1.60% | 2.46% |
Term (Years) | 10 months 24 days | 1 year 1 month 6 days | 1 year 8 months 12 days | 2 years 3 months 18 days | 3 years 1 month 6 days |
FMV Range / Unit at Grant Date | $ 4.74 | $ 0.49 | $ 0.15 | $ 0.13 | $ 0.15 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Compensation Costs (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Profits interests vested - time-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Date Fair Value | $ 23,999,330 | $ 4,669,885 | $ 317,958 | $ 316,000 |
Profits interests vested - performance-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Date Fair Value | 103,000 | 65,000 | 15,000 | |
Profits interests granted - time-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 4,635,142 | 3,524,277 | $ 447,475 | $ 474,042 |
Profits interests granted - performance-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 176,975 |
Earnings (Loss) per Share - C_2
Earnings (Loss) per Share - Computation of net loss per share (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Net loss attributable to Class A common stockholders - Diluted | $ (57,937,929) | $ (903,105,939) | $ (29,464,410) | $ (24,650,712) | $ (963,896,193) | $ (54,115,119) | $ (146,399,938) | $ (31,411,542) | $ (41,971,558) | ||
Add: Net loss and tax effect attributable to Non-controlling interest | (47,856,729) | (748,755,990) | (798,968,740) | ||||||||
Net Loss Attributable to Class A Common Stockholders - Basic | (10,081,200) | (154,349,949) | (164,927,453) | ||||||||
Net Loss Attributable to Class A Common Stockholders - Diluted | $ (10,081,200) | $ (903,105,939) | $ (963,896,193) | ||||||||
Weighted Average Class A Common Shares Outstanding - Basic | 41,578,890 | 41,578,890 | 41,578,890 | ||||||||
Weighted Average Class A Common Shares Outstanding - Diluted | 41,578,890 | 242,052,756 | 240,361,754 | ||||||||
Loss per share attributable to Class A common shareholders - Basic | $ (0.24) | $ (3.71) | [1] | $ (3.97) | [1] | ||||||
Loss per share attributable to Class A common shareholders - Diluted | $ (0.24) | $ (3.73) | [1] | $ (4.01) | [1] | ||||||
[1] ) |
Earnings (Loss) per Share - C_3
Earnings (Loss) per Share - Computation of diluted net loss per share (Details) - P3 Health Partners Inc. - shares | 1 Months Ended | 6 Months Ended |
Dec. 31, 2021 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted net income (loss) per share | 16,290,567 | 13,554,998 |
Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted net income (loss) per share | 10,541,667 | 10,591,605 |
Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted net income (loss) per share | 277,500 | 227,500 |
Restricted Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted net income (loss) per share | 5,471,400 | 601,614 |
Common Class V | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted net income (loss) per share | 196,553,523 |
Premium Deficiency Reserve ("_2
Premium Deficiency Reserve ("PDR") (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
P3 Health Partners Inc. | |||
Premium Deficiency Reserve [Line Items] | |||
Premium Deficiency Reserve | $ 35,021,557 | $ 37,835,642 | $ 0 |
Leases (Details)_2
Leases (Details) - P3 Health Partners Inc. - Option | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 10 years | |
Real estate on lease | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 1 year | 1 year |
Number of options to renew | 1 | 1 |
Extension term of lease | 5 years | 5 years |
Real estate on lease | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 8 years | 8 years |
Number of options to renew | 2 | 2 |
Extension term of lease | 10 years | 10 years |
Equipment on lease | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 1 year | 1 year |
Equipment on lease | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 3 years | 3 years |
Leases - Operating Lease Cost_2
Leases - Operating Lease Costs (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Operating Lease Costs | $ 262,395 | $ 735,039 | $ 563,651 | $ 1,473,710 | $ 1,051,963 | $ 2,294,555 | $ 2,018,210 | $ 1,592,665 |
Leases - Lease Terms And Disc_2
Leases - Lease Terms And Discount Rates (Details) - P3 Health Partners Inc. | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Weighted Average Remaining Lease Term (Years) | 5 years 3 days | 5 years 3 days | 4 years 10 months 28 days | 3 years 3 months 21 days | 4 years 10 months 28 days | 3 years 3 months 21 days | 3 years 8 months 26 days | |||
Weighted Average Discount Rate | 11.10% | 11.10% | 11.20% | 10.40% | 11.20% | 10.40% | 10.30% |
Leases - Future Minimum Lease_2
Leases - Future Minimum Lease Payments (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
2022 | $ 2,882,304 | $ 2,882,304 | $ 2,117,494 | $ 2,117,494 | ||||||
2023 | 2,017,479 | 2,017,479 | 2,716,584 | 2,716,584 | ||||||
2024 | 1,804,823 | 1,804,823 | 2,366,864 | 2,366,864 | ||||||
2025 | 1,521,074 | 1,521,074 | 1,762,184 | 1,762,184 | ||||||
2026 | 976,170 | 976,170 | ||||||||
Thereafter | 1,927,098 | 1,927,098 | ||||||||
Total Payments | 11,128,948 | 11,128,948 | 13,355,984 | 13,355,984 | ||||||
Less: Interest | (2,744,830) | (2,744,830) | (2,447,475) | (2,447,475) | ||||||
Present Value of Operating Lease Liabilities | $ 8,384,118 | $ 8,384,118 | $ 10,908,509 | $ 10,908,509 |
Leases - Current Portions Of _2
Leases - Current Portions Of ROU Liabilities (Details) - P3 Health Partners Inc. - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | |||
ROU liabilities, current | $ 332,756 | $ 2,087,235 | $ 2,174,095 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts Payable and Accrued Liabilities, Current | Accounts Payable and Accrued Liabilities, Current | Accounts Payable and Accrued Liabilities, Current |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows And Other Information (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
New Assets Obtained in Exchange for Operating Lease Liabilities | $ 314,242 | $ 4,073,448 | $ 882,029 | |||||||
Operating Cash Flows Paid for Operating Leases | $ 255,403 | $ 2,255,905 | $ 1,843,281 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
P3 Health Partners Inc. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contribution | $ 0 | $ 0 | $ 0 | $ 0 |
Redeemable Non-Controlling In_4
Redeemable Non-Controlling Interests (Details) - P3 Health Partners Inc. - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 03, 2021 | |
Noncontrolling Interest [Line Items] | |||
Re-measurement adjustment recorded against fair value of redeemable noncontrolling interest | $ 0 | $ 0 | |
P3 Health Group, LLC | |||
Noncontrolling Interest [Line Items] | |||
Non-controlling interests, ownership percentage by noncontrolling owners | 83% | 83% | 83% |
Segment Reporting (Details)
Segment Reporting (Details) - segment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
P3 Health Partners Inc. | ||
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 1 | 1 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - P3 Health Partners Inc. | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | 22 Months Ended | 28 Months Ended | |||||
Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) plan | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 02, 2021 USD ($) | Dec. 31, 2021 USD ($) plan | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | |
Loss Contingencies [Line Items] | ||||||||||||
Number of health plans results in renegotiation | plan | 1 | 1 | ||||||||||
Additional payment to health plan | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | |||||
Operating Expenses. | 117,650,063 | $ 1,181,641,128 | $ 170,557,507 | $ 1,507,353,190 | $ 334,843,877 | $ 707,660,010 | $ 519,651,203 | $ 185,017,783 | ||||
Agreed claim settlement amount | $ 67,400,000 | $ 84,000,000 | ||||||||||
Percentage of total revenues recurring | 97% | 97% | ||||||||||
Renegotiation of Health Plan Agreement Due to Discrepancy [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Reduction in operating revenue | 3,600,000 | 3,600,000 | ||||||||||
Operating Expenses. | $ 7,000,000 | $ 7,000,000 |
Related Parties (Details)_2
Related Parties (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Balance at Beginning of Year | $ 23,639,987 | $ 19,354,258 | $ 25,882,296 | $ 19,354,258 | $ 19,354,258 | $ 19,354,258 | $ 14,400,045 | ||||
Advanced During Period | 470,165 | 2,223,912 | 2,862,350 | 3,772,573 | |||||||
Interest Accrued During period | 679 | 437,236 | 1,423,379 | 1,181,640 | |||||||
Balance at End of Year | $ 25,882,296 | 25,882,296 | $ 28,543,444 | 28,543,444 | 23,639,987 | 25,882,296 | 19,354,258 | $ 14,400,045 | |||
Previously Reported [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Balance at Beginning of Year | 24,110,831 | ||||||||||
Balance at End of Year | $ 24,110,831 | 24,110,831 | 24,110,831 | ||||||||
Atrio | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue Earned from Capitation | 11,483,345 | 42,935,126 | 87,599,807 | 142,904,723 | 146,469,571 | ||||||
Management Fees | 180,768 | 572,250 | 1,145,634 | 2,022,076 | 2,230,984 | ||||||
Claims Paid | $ 14,684,345 | $ 50,247,316 | $ 97,505,664 | $ 146,216,160 | 148,905,784 | ||||||
P3 NV and KWA | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Advanced During Period | $ 0 | $ 0 |
Variable Interest Entities (D_2
Variable Interest Entities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
ASSETS | ||||||||||||||||
Cash | $ 100,935 | $ 179,512 | ||||||||||||||
TOTAL ASSETS | 316,723,259 | 394,960 | ||||||||||||||
LIABILITIES AND MEMBERS' DEFICIT | ||||||||||||||||
TOTAL LIABILITIES | 34,663,009 | 372,246 | ||||||||||||||
TOTAL LIABILITIES AND MEMBERS' DEFICIT | $ 316,723,259 | $ 394,960 | ||||||||||||||
P3 Health Partners Inc. | ||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||||||
ASSETS | ||||||||||||||||
Cash | $ 140,477,586 | $ 140,477,586 | $ 63,145,379 | $ 16,322,893 | $ 63,145,379 | $ 16,322,893 | $ 5,300,842 | $ 36,261,104 | $ 32,592,496 | |||||||
Client Fees and Insurance Receivable, net | 1,090,104 | 1,090,104 | 1,931,291 | 1,931,291 | 675,954 | |||||||||||
Prepaid Expenses and Other Current Assets | 6,959,067 | 6,959,067 | 5,080,149 | 5,080,149 | 5,192,782 | |||||||||||
Property and Equipment, Net | 8,047,929 | 8,047,929 | 8,292,965 | 8,292,965 | 6,150,587 | |||||||||||
TOTAL ASSETS | 2,364,108,460 | [1],[2] | 2,364,108,460 | [1],[2] | 1,444,209,840 | [1] | 1,444,209,840 | [1] | 106,435,206 | [2] | ||||||
LIABILITIES AND MEMBERS' DEFICIT | ||||||||||||||||
Accounts Payable and Accrued Expenses | 17,730,683 | 17,730,683 | 20,693,070 | 20,693,070 | 11,793,125 | |||||||||||
Accrued Payroll | 6,304,362 | 6,304,362 | 3,263,338 | 3,263,338 | 4,003,373 | |||||||||||
TOTAL LIABILITIES | 299,939,734 | [1],[2] | 299,939,734 | [1],[2] | 328,509,840 | [1] | 328,509,840 | [1] | 145,955,087 | [2] | ||||||
MEMBERS' DEFICIT | 273,551,441 | 273,551,441 | 108,624,475 | (183,308,520) | $ (154,407,902) | 108,624,475 | (183,308,520) | (272,916,391) | (130,217,705) | (99,073,637) | $ (55,684,119) | |||||
TOTAL LIABILITIES AND MEMBERS' DEFICIT | 2,364,108,460 | 2,364,108,460 | 1,444,209,840 | 1,444,209,840 | 106,435,206 | |||||||||||
Total Operating Revenue | 58,762,397 | 269,453,971 | 144,586,444 | 542,998,305 | 295,884,386 | 578,602,418 | 491,063,525 | 145,482,112 | ||||||||
Expenses | 117,650,063 | 1,181,641,128 | 170,557,507 | 1,507,353,190 | 334,843,877 | 707,660,010 | 519,651,203 | 185,017,783 | ||||||||
Net loss attributable to Class A common stockholders - Diluted | (57,937,929) | (903,105,939) | (29,464,410) | $ (24,650,712) | (963,896,193) | (54,115,119) | (146,399,938) | (31,411,542) | (41,971,558) | |||||||
P3 Health Partners Inc. | VIE | ||||||||||||||||
ASSETS | ||||||||||||||||
Cash | 7,570,247 | 7,570,247 | 8,589,392 | 8,589,392 | 183,836 | |||||||||||
Client Fees and Insurance Receivable, net | 60,815 | 60,815 | 22,025 | 22,025 | 335,358 | |||||||||||
Prepaid Expenses and Other Current Assets | 406,372 | 406,372 | 513,781 | 513,781 | 285,363 | |||||||||||
Property and Equipment, Net | 36,416 | 36,416 | 45,134 | 45,134 | 22,309 | |||||||||||
Investment in Other P3 Entities | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | ||||||||||||
TOTAL ASSETS | 14,073,850 | 14,073,850 | 15,170,332 | 15,170,332 | 826,866 | |||||||||||
LIABILITIES AND MEMBERS' DEFICIT | ||||||||||||||||
Accounts Payable and Accrued Expenses | 4,804,704 | 4,804,704 | 6,677,891 | 6,677,891 | 686,680 | |||||||||||
Accrued Payroll | 1,303,615 | 1,303,615 | 1,143,976 | 1,143,976 | 1,019,940 | |||||||||||
Due to Consolidated Entities of P3 | 24,110,831 | 24,110,831 | 28,601,805 | 28,601,805 | 19,354,259 | |||||||||||
TOTAL LIABILITIES | 30,219,150 | 30,219,150 | 36,423,672 | 36,423,672 | 21,060,879 | |||||||||||
MEMBERS' DEFICIT | (16,145,300) | (16,145,300) | (21,253,340) | (21,253,340) | (20,234,013) | |||||||||||
TOTAL LIABILITIES AND MEMBERS' DEFICIT | $ 14,073,850 | 14,073,850 | 15,170,332 | 15,170,332 | 826,866 | |||||||||||
Total Operating Revenue | 843,747 | 12,955,029 | 2,081,167 | 25,868,574 | 4,119,517 | 7,580,124 | 7,611,427 | 4,389,688 | ||||||||
Expenses | 1,202,951 | 16,057,134 | 1,870,227 | 30,976,614 | 7,190,869 | 12,293,365 | 13,100,138 | 13,035,788 | ||||||||
Net loss attributable to Class A common stockholders - Diluted | $ (359,204) | $ (3,102,105) | $ 210,940 | $ (5,108,040) | $ (3,071,352) | $ (4,713,241) | $ (5,488,711) | $ (8,646,100) | ||||||||
[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 numbers 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 $9.2 million and $8.1 million as of June 30, 2022 and December 31, 2021, respectively, and total liabilities of the P# LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $7.8 million and $6.1 million as of June 30, 2022 and December 31, 2021, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates as of June 30, 2022 and December 31, 2021, and $28.6 million and $24.1 million of amounts due to affiliates as of June 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.” The Company’s consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 28: 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 numbers below refer only to VIEs held at the P3 LLC level. The consolidated balance sheets include total assets that can be used only to settle obligations of P3 LLC’s consolidated VIEs totaling $8.1 million and $0.8 million as of December 31, 2021 and December 31, 2020, respectively, and total liabilities of P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $6.1 million and $1.7 million as of December 31, 2021 and December 31, 2020, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates and $24.1 million of amounts due to affiliates as of December 31, 2021 and $19.4 million of amounts due to affiliates as of December 31, 2020 as these are eliminated in consolidation and not presented within the consolidated balance sheets. See Note 28 “Variable Interest Entities.” |
Warrants (Details)_2
Warrants (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 USD ($) D $ / shares shares | Nov. 19, 2020 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) D $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 02, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
Warrants | |||||||||
Gain (loss) from change in fair value of warrant liability | $ | $ 2,074,467 | ||||||||
Common Class A [Member] | |||||||||
Warrants | |||||||||
Warrant issued for securities | 10,819,167 | ||||||||
P3 Health Partners Inc. | Common Class A [Member] | |||||||||
Warrants | |||||||||
Warrants outstanding (shares) | 10,819,167 | 10,819,167 | 10,819,167 | 10,819,167 | |||||
Warrant issued for securities | 0 | 0 | |||||||
Expected term of warrants | 5 years | 5 years | 5 years | 5 years | |||||
Exercise price (in $ per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||
Warrants outstanding | $ | $ 11,382,826 | $ 11,382,826 | $ 5,429,009 | $ 5,429,009 | |||||
Gain (loss) from change in fair value of warrant liability | $ | $ 2,271,659 | $ 11,815,093 | $ 1,123,583 | $ 5,953,817 | $ 10,661,579 | $ 7,664,869 | |||
Warrants exercise period | 30 days | 30 days | |||||||
Threshold share price | $ / shares | $ 18 | $ 18 | |||||||
Threshold trading days | D | 20 | 20 | |||||||
Trading period | D | 30 | ||||||||
Warrant to purchase | 1 | 1 | 1 | 1 | |||||
P3 Health Partners Inc. | Class D Warrants | |||||||||
Warrants | |||||||||
Warrants outstanding (shares) | 0 | 0 | 0 | 0 | 858,351 | ||||
Warrants issued | 858,351 | ||||||||
Warrant issued for securities | 858,351 | 858,351 | |||||||
Expected term of warrants | 10 years | ||||||||
Exercise price (in $ per share) | $ / shares | $ 4.68 | $ 4.68 | $ 4.68 | ||||||
Warrants outstanding | $ | $ 6,316,605 | ||||||||
Gain (loss) from change in fair value of warrant liability | $ | $ 0 |
Restatement of Quarterly Fina_3
Restatement of Quarterly Financial Information (Unaudited) - Condensed (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Total Current Assets | $ 179,512 | $ 456,123 | $ 179,512 | |||||||||||||||||||
Total Assets | 394,960 | 316,723,259 | 394,960 | |||||||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (2,286) | (34,190,624) | (2,286) | |||||||||||||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 394,960 | 316,723,259 | 394,960 | |||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Operating Loss | (2,286) | (22,747,817) | ||||||||||||||||||||
P3 Health Partners Inc. | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Health Plan Receivables, Net | $ 50,251,004 | $ 99,806,410 | 44,962,787 | $ 99,806,410 | 44,962,787 | |||||||||||||||||
Total Current Assets | 199,860,950 | 170,979,084 | 90,880,587 | 170,979,084 | 90,880,587 | |||||||||||||||||
Total Assets | 2,364,108,460 | [1],[2] | 1,444,209,840 | [1] | 106,435,206 | [2] | 1,444,209,840 | [1] | 106,435,206 | [2] | ||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (39,418,124) | (204,345,577) | (130,485,179) | (204,345,577) | (130,485,179) | |||||||||||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 2,364,108,460 | 1,444,209,840 | 106,435,206 | 1,444,209,840 | 106,435,206 | |||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Total Operating Revenue | 58,762,397 | 269,453,971 | $ 144,586,444 | 542,998,305 | $ 295,884,386 | 578,602,418 | 491,063,525 | $ 145,482,112 | ||||||||||||||
Medical Expenses | 66,877,005 | 267,448,368 | 150,380,517 | 533,269,170 | 297,005,022 | 592,465,049 | 484,502,423 | 141,029,737 | ||||||||||||||
Operating Loss | (58,887,666) | (912,187,157) | (25,971,063) | (964,354,885) | (38,959,491) | (129,057,592) | (28,587,678) | (39,535,671) | ||||||||||||||
Add: Net loss and tax effect attributable to Non-controlling interest | (47,856,729) | (748,755,990) | (798,968,740) | |||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||||||
Balance at the end | 273,551,441 | 108,624,475 | (183,308,520) | $ (154,407,902) | (130,217,705) | 108,624,475 | (183,308,520) | (272,916,391) | (130,217,705) | (99,073,637) | ||||||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||||||
Health Plan Receivables / Premiums | 3,236,036 | (49,555,406) | 1,212,093 | (2,770,246) | (27,507,240) | (9,653,991) | ||||||||||||||||
P3 Health Partners Inc. | Capitated Revenue | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Health Plan Receivables, Net | 50,251,004 | 99,806,410 | 44,962,787 | 99,806,410 | 44,962,787 | |||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Total Operating Revenue | 57,224,539 | 267,102,466 | 141,560,867 | 536,787,281 | 290,525,057 | 567,735,297 | 480,739,577 | 139,332,707 | ||||||||||||||
P3 Health Partners Inc. | Other Patient Service Revenue | ||||||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Total Operating Revenue | $ 1,537,858 | $ 2,351,505 | $ 3,025,577 | $ 6,211,024 | $ 5,359,329 | $ 10,867,121 | 10,323,948 | $ 6,149,405 | ||||||||||||||
P3 Health Partners Inc. | Class A Units Subject to Possible Redemption | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | 43,656,270 | 43,656,270 | ||||||||||||||||||||
P3 Health Partners Inc. | Class D Units Subject To Possible Redemption | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | 47,041,554 | $ 47,041,554 | ||||||||||||||||||||
P3 Health Partners Inc. | Class A and Class D Units | ||||||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||||||
Preferred return | 8% | 8% | 8% | |||||||||||||||||||
P3 Health Partners Inc. | Class A Units | ||||||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||||||
Preferred return | 8% | 8% | 8% | 8% | 8% | 8% | 8% | 8% | 8% | 8% | ||||||||||||
P3 Health Partners Inc. | As Previously Reported | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Health Plan Receivables, Net | $ 3,687,918 | 38,429,833 | $ 38,429,833 | |||||||||||||||||||
Total Current Assets | 78,762,484 | 84,347,633 | 84,347,633 | |||||||||||||||||||
Total Assets | 94,189,692 | 99,902,252 | 99,902,252 | |||||||||||||||||||
Contributed Capital | $ 41,764,270 | $ 41,764,270 | 41,764,270 | 41,764,270 | $ 41,764,270 | $ 41,764,270 | 41,764,270 | $ 41,764,270 | ||||||||||||||
Class A Preferred Returns | 6,594,660 | 5,632,496 | 4,705,644 | 3,815,034 | 5,632,496 | 6,594,660 | 3,815,034 | 430,230 | ||||||||||||||
Accumulated Equity-Based Compensation | 2,747,960 | 2,392,875 | 1,829,084 | 1,368,567 | 2,392,875 | 2,747,960 | 1,368,567 | 921,092 | ||||||||||||||
Accumulated Loss from Controlling Interests | (23,429,094) | (23,429,094) | ||||||||||||||||||||
Retained Loss from Non-Controlling Interests | (26,231,059) | (21,469,673) | (18,187,381) | (26,231,059) | (18,187,381) | (13,880,310) | ||||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (203,942,517) | (172,576,003) | (149,567,493) | (126,242,225) | (172,576,003) | (203,942,517) | (126,242,225) | (85,167,716) | ||||||||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 94,189,692 | 99,902,252 | 99,902,252 | |||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Total Operating Revenue | 156,520,255 | 151,418,598 | 151,564,380 | $ 128,840,991 | $ 116,864,492 | $ 114,958,796 | 302,982,979 | $ 231,823,288 | 459,503,232 | $ 360,664,280 | 485,541,291 | 145,894,832 | ||||||||||
Medical Expenses | 161,662,423 | 150,679,717 | 146,890,945 | 127,015,976 | 105,777,973 | 115,464,322 | 297,570,662 | 221,242,295 | 459,233,085 | 348,258,272 | 485,513,143 | 141,442,457 | ||||||||||
Total Operating Expenses | 184,643,797 | 170,856,707 | 164,552,810 | 142,355,570 | 121,527,179 | 121,088,507 | 335,409,517 | 242,615,687 | 520,053,309 | 384,971,257 | ||||||||||||
Operating Loss | (19,438,108) | (32,426,538) | (60,550,077) | (35,120,632) | ||||||||||||||||||
Interest Expense, net | (4,643,254) | (4,406,240) | (4,081,134) | (2,316,579) | (2,249,977) | (2,261,063) | (8,487,374) | (4,561,039) | (13,130,628) | (6,877,619) | ||||||||||||
Total Other Expense | (6,044,940) | (5,529,823) | (13,619,130) | (2,316,579) | (2,299,977) | (2,261,063) | (19,148,953) | (4,561,039) | (25,193,893) | (6,877,619) | ||||||||||||
Net Loss | 34,168,482 | 24,967,931 | 26,607,560 | 15,831,158 | 6,962,664 | 8,390,774 | 51,575,491 | 15,353,438 | 85,743,970 | 31,184,596 | ||||||||||||
Add: Net loss and tax effect attributable to Non-controlling interest | (2,801,965) | (1,959,421) | (3,282,292) | 875,560 | (2,774,562) | (1,550,953) | (5,241,713) | (4,325,515) | (8,043,678) | (3,449,955) | (4,307,071) | (7,907,592) | ||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (31,366,517) | (23,008,510) | (23,325,268) | (16,706,718) | (4,188,102) | (6,839,821) | (46,333,778) | (11,027,923) | (77,700,292) | (27,734,641) | ||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||||||
Net Loss | 34,168,482 | 24,967,931 | 26,607,560 | 15,831,158 | 6,962,664 | 8,390,774 | 51,575,491 | 15,353,438 | 85,743,970 | 31,184,596 | ||||||||||||
Balance at the end | (179,246,686) | (146,395,455) | (122,918,168) | (84,110,848) | (69,173,164) | 63,212,106 | (97,661,735) | (146,395,455) | (69,173,164) | (179,246,686) | (84,110,848) | (97,661,735) | (55,932,434) | |||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||||||
Net Loss | 34,168,482 | 24,967,931 | 26,607,560 | 15,831,158 | 6,962,664 | 8,390,774 | 51,575,491 | 15,353,438 | 85,743,970 | 31,184,596 | ||||||||||||
Health Plan Receivables / Premiums | (5,320,861) | (7,417,477) | ||||||||||||||||||||
Class A and Class D Preferred Returns | 1,956,848 | (1,859,271) | 3,993,325 | 3,718,542 | 6,107,441 | 5,577,812 | 7,437,080 | 945,297 | ||||||||||||||
P3 Health Partners Inc. | As Previously Reported | Capitated Revenue | ||||||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Total Operating Revenue | 152,276,992 | 147,159,665 | 147,700,465 | 124,461,275 | 114,042,681 | 112,514,334 | 294,860,130 | 226,557,015 | 447,137,121 | 351,018,290 | 471,551,241 | 138,727,943 | ||||||||||
Interest Expense, net | 294,860,130 | |||||||||||||||||||||
P3 Health Partners Inc. | As Previously Reported | Other Patient Service Revenue | ||||||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Total Operating Revenue | 4,243,263 | 4,258,933 | 3,863,915 | 4,379,716 | 2,821,811 | 2,444,462 | 8,122,849 | 5,266,273 | 12,366,111 | 9,645,990 | 13,990,050 | 7,166,889 | ||||||||||
P3 Health Partners Inc. | As Previously Reported | Class D Units Subject To Possible Redemption | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | 54,936,716 | 53,784,760 | 52,675,137 | 51,608,900 | 53,784,760 | 54,936,716 | 51,608,900 | 47,556,622 | ||||||||||||||
P3 Health Partners Inc. | As Previously Reported | Class A and Class D Units | ||||||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||||||
Preferred Return(s) at 8% | 7,437,080 | 945,298 | ||||||||||||||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||||||
Class A and Class D Preferred Returns | 3,993,325 | |||||||||||||||||||||
P3 Health Partners Inc. | As Previously Reported | Class A Units | ||||||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||||||
Preferred Return(s) at 8% | 962,163 | 926,852 | 890,612 | 840,805 | 847,048 | 846,999 | 1,817,564 | 1,694,048 | 2,779,619 | 2,534,853 | ||||||||||||
P3 Health Partners Inc. | Network Adjustments | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Accumulated Loss from Controlling Interests | 23,429,094 | 23,429,094 | ||||||||||||||||||||
Retained Loss from Non-Controlling Interests | 26,231,059 | 21,469,673 | 18,187,381 | 26,231,059 | 18,187,381 | 13,880,310 | ||||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (26,231,059) | (23,429,094) | (21,469,673) | (18,187,381) | (23,429,094) | (26,231,059) | (18,187,381) | (13,880,310) | ||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Add: Net loss and tax effect attributable to Non-controlling interest | 2,801,965 | 1,959,421 | 3,282,292 | (875,560) | 2,774,562 | 1,550,953 | 5,241,713 | 4,325,515 | 8,043,678 | 3,449,955 | 4,307,071 | 7,907,592 | ||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (2,801,965) | (1,959,421) | (3,282,292) | 875,560 | (2,774,562) | (1,550,953) | (5,241,713) | (4,325,515) | (8,043,678) | (3,449,955) | ||||||||||||
P3 Health Partners Inc. | Preferred Returns Adjustments | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Class A Preferred Returns | (6,594,660) | (5,632,496) | (4,705,644) | (3,815,034) | (5,632,496) | (6,594,660) | (3,815,034) | (430,230) | ||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | 14,489,765 | 12,375,705 | 10,339,227 | 8,382,381 | 12,375,705 | 14,489,765 | 8,382,381 | 945,297 | ||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Interest Expense, net | 2,114,063 | 2,036,476 | 1,956,848 | 1,859,270 | 1,859,271 | 1,859,271 | 3,993,325 | 3,718,542 | 6,107,441 | 5,577,812 | ||||||||||||
Total Other Expense | 2,114,063 | 2,036,476 | 1,956,848 | 1,859,270 | 1,859,271 | 1,859,271 | 3,993,325 | 3,718,542 | 6,107,441 | 5,577,812 | ||||||||||||
Net Loss | (2,114,063) | (2,036,476) | (1,956,848) | (1,859,270) | (1,859,271) | (1,859,271) | (3,993,325) | (3,718,542) | (6,107,441) | (5,577,812) | ||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | 2,114,063 | 2,036,476 | 1,956,848 | 1,859,270 | 1,859,271 | 1,859,271 | 3,993,325 | 3,718,542 | 6,107,441 | 5,577,812 | ||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||||||
Net Loss | (2,114,063) | (2,036,476) | (1,956,848) | (1,859,270) | (1,859,271) | (1,859,271) | (3,993,325) | (3,718,542) | (6,107,441) | (5,577,812) | ||||||||||||
Balance at the end | 7,895,167 | 6,743,106 | 5,633,581 | 3,558,027 | 2,539,562 | (1,527,340) | 4,567,346 | 6,743,106 | 2,539,562 | 7,895,167 | 3,558,027 | 4,567,346 | 515,068 | |||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||||||
Net Loss | (2,114,063) | (2,036,476) | (1,956,848) | (1,859,270) | (1,859,271) | (1,859,271) | (3,993,325) | (3,718,542) | (6,107,441) | (5,577,812) | ||||||||||||
Class A and Class D Preferred Returns | (1,956,848) | 1,859,271 | (3,993,325) | (3,718,542) | (6,107,441) | (5,577,812) | (7,437,080) | (945,297) | ||||||||||||||
P3 Health Partners Inc. | Preferred Returns Adjustments | Class D Units Subject To Possible Redemption | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | (7,895,162) | (6,743,207) | (5,633,583) | (4,567,346) | (6,743,207) | (7,895,162) | (4,567,346) | (515,068) | ||||||||||||||
P3 Health Partners Inc. | Preferred Returns Adjustments | Class A and Class D Units | ||||||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||||||
Preferred Return(s) at 8% | (7,437,080) | (945,298) | ||||||||||||||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||||||
Class A and Class D Preferred Returns | (3,993,325) | |||||||||||||||||||||
P3 Health Partners Inc. | Preferred Returns Adjustments | Class A Units | ||||||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||||||
Preferred Return(s) at 8% | (962,163) | (926,852) | (890,612) | (840,805) | (847,048) | (846,999) | (1,817,564) | (1,694,048) | (2,779,619) | (2,534,853) | ||||||||||||
P3 Health Partners Inc. | Class A Units Adjustment | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Contributed Capital | (41,764,270) | (41,764,270) | (41,764,270) | (41,764,270) | (41,764,270) | (41,764,270) | (41,764,270) | (41,764,270) | ||||||||||||||
Accumulated Equity-Based Compensation | (921,092) | (921,092) | (921,092) | (921,092) | (921,092) | (921,092) | (921,092) | (921,092) | ||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (970,908) | (970,908) | (970,908) | (970,908) | (970,908) | (970,908) | (970,908) | (970,908) | ||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||||||
Balance at the end | (43,656,331) | (43,656,170) | (43,656,269) | (43,656,271) | (43,656,272) | 43,656,272 | (43,656,270) | (43,656,170) | (43,656,272) | (43,656,331) | (43,656,271) | (43,656,270) | (43,656,271) | |||||||||
P3 Health Partners Inc. | Class A Units Adjustment | Class A Units Subject to Possible Redemption | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | ||||||||||||||
P3 Health Partners Inc. | Revenue Adjustment | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Health Plan Receivables, Net | 6,532,954 | 6,532,954 | 6,532,954 | |||||||||||||||||||
Total Current Assets | 6,532,954 | 6,532,954 | 6,532,954 | |||||||||||||||||||
Total Assets | 6,532,954 | 6,532,954 | 6,532,954 | |||||||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | 6,532,954 | 6,532,954 | 6,532,954 | |||||||||||||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 6,532,954 | 6,532,954 | 6,532,954 | |||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Total Operating Revenue | (334,300) | (6,832,155) | (266,440) | (297,500) | (152,040) | (150,800) | (7,098,593) | (302,840) | (7,432,894) | (600,340) | 5,522,234 | (412,720) | ||||||||||
Medical Expenses | (334,300) | (299,200) | (266,440) | (297,500) | (152,040) | (150,800) | (565,640) | (302,840) | (899,940) | (600,340) | (1,010,720) | (412,720) | ||||||||||
Total Operating Expenses | (334,300) | (299,200) | (266,440) | (297,500) | (152,040) | (150,800) | (565,640) | (302,840) | (899,940) | (600,340) | ||||||||||||
Operating Loss | (6,532,955) | (6,532,953) | (6,532,954) | 6,532,954 | ||||||||||||||||||
Net Loss | 6,532,955 | 6,532,953 | 6,532,954 | |||||||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (6,532,955) | (6,532,953) | (6,532,954) | |||||||||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||||||
Net Loss | 6,532,955 | 6,532,953 | 6,532,954 | |||||||||||||||||||
Balance at the end | 6,532,954 | 6,532,954 | 6,532,954 | |||||||||||||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||||||
Net Loss | 6,532,955 | 6,532,953 | 6,532,954 | |||||||||||||||||||
Health Plan Receivables / Premiums | 6,532,953 | 6,532,954 | ||||||||||||||||||||
P3 Health Partners Inc. | Revenue Adjustment | Capitated Revenue | ||||||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Total Operating Revenue | 796,003 | (5,598,799) | 1,263,725 | 721,351 | 472,742 | 436,017 | (4,335,073) | 908,759 | (3,539,071) | 1,630,111 | 9,188,336 | 604,764 | ||||||||||
Interest Expense, net | (4,335,073) | |||||||||||||||||||||
P3 Health Partners Inc. | Revenue Adjustment | Other Patient Service Revenue | ||||||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Total Operating Revenue | (1,130,303) | (1,233,356) | (1,530,165) | (1,018,851) | (624,782) | (586,817) | (2,763,520) | (1,211,599) | (3,893,823) | (2,230,451) | (3,666,102) | (1,017,484) | ||||||||||
P3 Health Partners Inc. | As Restated | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Health Plan Receivables, Net | 10,220,872 | 44,962,787 | 44,962,787 | |||||||||||||||||||
Total Current Assets | 85,295,438 | 90,880,587 | 90,880,587 | |||||||||||||||||||
Total Assets | 100,722,646 | 106,435,206 | 106,435,206 | |||||||||||||||||||
Accumulated Equity-Based Compensation | 1,826,868 | 1,471,783 | 907,992 | 447,475 | 1,471,783 | 1,826,868 | 447,475 | |||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (216,654,719) | (184,600,300) | (155,135,893) | (130,485,179) | (184,600,300) | (216,654,719) | (130,485,179) | (99,073,637) | ||||||||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 100,722,646 | 106,435,206 | 106,435,206 | |||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Total Operating Revenue | 156,185,955 | 144,586,443 | 151,297,940 | 128,543,491 | 116,712,452 | 114,807,996 | 295,884,386 | 231,520,448 | 452,070,338 | 360,063,940 | 491,063,525 | 145,482,112 | ||||||||||
Medical Expenses | 161,328,123 | 150,380,517 | 146,624,505 | 126,718,476 | 105,625,933 | 115,313,522 | 297,005,022 | 220,939,455 | 458,333,145 | 347,657,932 | 484,502,423 | 141,029,737 | ||||||||||
Total Operating Expenses | 184,309,497 | 170,557,507 | 164,286,370 | 142,058,070 | 121,375,139 | 120,937,707 | 334,843,877 | 242,312,847 | 519,153,369 | 384,370,917 | ||||||||||||
Operating Loss | (25,971,063) | (38,959,491) | (67,083,031) | (28,587,678) | ||||||||||||||||||
Interest Expense, net | (2,529,191) | (2,369,764) | (2,124,286) | (457,309) | (390,706) | (401,792) | (4,494,049) | (842,497) | (7,023,187) | (1,299,807) | ||||||||||||
Total Other Expense | (3,930,877) | (3,493,347) | (11,662,282) | (457,309) | (440,706) | (401,792) | (15,155,628) | (842,497) | (19,086,452) | (1,299,807) | ||||||||||||
Net Loss | 32,054,419 | 29,464,410 | 24,650,712 | 13,971,888 | 5,103,393 | 6,531,503 | 54,115,119 | 11,634,896 | 86,169,483 | 25,606,784 | ||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (32,054,419) | (29,464,410) | (24,650,712) | (13,971,888) | (5,103,393) | (6,531,503) | (54,115,119) | (11,634,896) | (86,169,483) | (25,606,784) | ||||||||||||
Condensed Consolidated Statement of Changes in Members' Deficit | ||||||||||||||||||||||
Net Loss | 32,054,419 | 29,464,410 | 24,650,712 | 13,971,888 | 5,103,393 | 6,531,503 | 54,115,119 | 11,634,896 | 86,169,483 | 25,606,784 | ||||||||||||
Balance at the end | (215,007,850) | (183,308,519) | (154,407,902) | (124,209,092) | (110,289,874) | 105,341,038 | (130,217,705) | (183,308,519) | (110,289,874) | (215,007,850) | (124,209,092) | (130,217,705) | (99,073,637) | |||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||||||||||||||||
Net Loss | 32,054,419 | 29,464,410 | 24,650,712 | 13,971,888 | 5,103,393 | 6,531,503 | 54,115,119 | 11,634,896 | 86,169,483 | 25,606,784 | ||||||||||||
Health Plan Receivables / Premiums | 1,212,092 | (884,523) | ||||||||||||||||||||
P3 Health Partners Inc. | As Restated | Capitated Revenue | ||||||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Total Operating Revenue | 153,072,995 | 141,560,866 | 148,964,190 | 125,182,626 | 114,515,423 | 112,950,351 | 290,525,057 | 227,465,774 | 443,598,050 | 352,648,401 | 480,739,577 | 139,332,707 | ||||||||||
Interest Expense, net | 290,525,057 | |||||||||||||||||||||
P3 Health Partners Inc. | As Restated | Other Patient Service Revenue | ||||||||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||||||||
Total Operating Revenue | 3,112,960 | 3,025,577 | 2,333,750 | $ 3,360,865 | $ 2,197,029 | $ 1,857,645 | 5,359,329 | $ 4,054,674 | 8,472,288 | $ 7,415,539 | 10,323,948 | 6,149,405 | ||||||||||
P3 Health Partners Inc. | As Restated | Class A Units Subject to Possible Redemption | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | ||||||||||||||
P3 Health Partners Inc. | As Restated | Class D Units Subject To Possible Redemption | ||||||||||||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||||||||||||
Units Subject to Possible Redemption (Predecessor) | $ 47,041,554 | $ 47,041,553 | $ 47,041,554 | $ 47,041,554 | $ 47,041,553 | $ 47,041,554 | $ 47,041,554 | $ 47,041,554 | ||||||||||||||
[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 numbers 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 $9.2 million and $8.1 million as of June 30, 2022 and December 31, 2021, respectively, and total liabilities of the P# LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $7.8 million and $6.1 million as of June 30, 2022 and December 31, 2021, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates as of June 30, 2022 and December 31, 2021, and $28.6 million and $24.1 million of amounts due to affiliates as of June 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.” The Company’s consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 28: 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 numbers below refer only to VIEs held at the P3 LLC level. The consolidated balance sheets include total assets that can be used only to settle obligations of P3 LLC’s consolidated VIEs totaling $8.1 million and $0.8 million as of December 31, 2021 and December 31, 2020, respectively, and total liabilities of P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $6.1 million and $1.7 million as of December 31, 2021 and December 31, 2020, respectively. These VIE assets and liabilities do not include $6.0 million of investment in affiliates and $24.1 million of amounts due to affiliates as of December 31, 2021 and $19.4 million of amounts due to affiliates as of December 31, 2020 as these are eliminated in consolidation and not presented within the consolidated balance sheets. See Note 28 “Variable Interest Entities.” |
Subsequent Events (Details)_2
Subsequent Events (Details) - P3 Health Partners Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
May 18, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsequent Event [Line Items] | |||||||||
Impairment charges | $ 0 | $ 851,455,754 | $ 0 | $ 851,455,754 | $ 0 | $ 0 | $ 0 | $ 0 | |
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Impairment charges | $ 851,500,000 | ||||||||
Subsequent Event | Chief Executive Officer and Chief Medical Officer [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate payments provided by bonus agreement | $ 10,000,000 |