Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 14, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Period End Date | Dec. 31, 2021 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Transition Report | false | |||
Entity File Number | 001-40033 | |||
Entity Registrant Name | P3 Health Partners Inc. | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 85-2992794 | |||
Entity Address, Address Line One | 2370 Corporate Circle Suite 300 | |||
Entity Address, City or Town | Henderson | |||
Entity Address State Or Province | NV | |||
Entity Address, Postal Zip Code | 89074 | |||
City Area Code | 702 | |||
Local Phone Number | 910-3950 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | No | |||
Entity Interactive Data Current | No | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Entity Ex Transition Period | false | |||
ICFR Auditor Attestation Flag | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 248 | |||
Auditor Name | BDO USA, LLP | KPMG LLP | ||
Auditor Location | Las Vegas, Nevada | Irvine, California | ||
Auditor Firm ID | 243 | 185 | ||
Entity Central Index Key | 0001832511 | |||
Document Fiscal Year Focus | 2021 | |||
Document Fiscal Period Focus | FY | |||
Amendment Flag | false | |||
Class A Common | ||||
Title of 12(b) Security | Class A Common Stock, Par Value $0.0001 per share | |||
Trading Symbol | PIII | |||
Security Exchange Name | NASDAQ | |||
Entity Common Stock, Shares Outstanding | 41,578,890 | |||
Class V Common | ||||
Entity Common Stock, Shares Outstanding | 202,024,923 | |||
Warrants | ||||
Title of 12(b) Security | Warrants, each whole warrant exercisable for oneshare of Class A Common Stock at an exercise priceof $11.50 | |||
Trading Symbol | PIIIW | |||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | ||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | |
CURRENT ASSETS: | |||
Cash | $ 140,477,586 | $ 36,261,104 | |
Restricted Cash | 356,286 | 3,641,843 | |
Health Plan Receivables | 50,251,004 | 44,962,787 | |
Clinic Fees and Insurance Receivables, Net | 1,090,104 | 675,954 | |
Other Receivables | 726,903 | 146,117 | |
Prepaid Expenses and Other Current Assets | 6,959,067 | 5,192,782 | |
TOTAL CURRENT ASSETS | 199,860,950 | 90,880,587 | |
LONG-TERM ASSETS: | |||
Property and Equipment | 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 | 1,309,750,216 | 871,128 | |
Intangible Assets, Net | 835,838,605 | ||
Notes Receivable, Net | 3,590,715 | 3,804,662 | |
Right of Use Asset | 7,020,045 | 4,728,242 | |
TOTAL LONG-TERM ASSETS | 2,164,247,510 | 15,554,619 | |
TOTAL ASSETS | [1] | 2,364,108,460 | 106,435,206 |
CURRENT LIABILITIES: | |||
Accounts Payable and Accrued Expenses | 17,730,683 | 11,793,125 | |
Accrued Payroll | 6,304,362 | 4,003,373 | |
Health Plans Settlements Payable | 22,548,694 | 13,742,775 | |
Claims Payable | 101,958,324 | 56,934,400 | |
Premium Deficiency Reserve | 37,835,642 | 0 | |
Accrued Interest | 8,771,065 | 4,052,406 | |
Current Portion of Long-Term Debt | 46,101 | 89,988 | |
Short-Term Debt | 3,578,561 | ||
TOTAL CURRENT LIABILITIES | 198,773,432 | 90,616,067 | |
LONG-TERM LIABILITIES: | |||
Right of Use Liability | 6,296,883 | 3,634,429 | |
Warrant Liabilities | 11,382,826 | 6,316,605 | |
Contingent Consideration | 3,486,593 | ||
Long-Term Debt | 80,000,000 | 45,387,986 | |
TOTAL LONG-TERM LIABILITIES | 101,166,302 | 55,339,020 | |
TOTAL LIABILITIES (1) | [1] | 299,939,734 | 145,955,087 |
COMMITMENTS AND CONTINGENCIES (NOTE 26) | |||
Redeemable Non-Controlling Interest | 1,790,617,285 | ||
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 | ||
Accumulated Deficit | (39,418,124) | (130,485,179) | |
TOTAL STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT) | 273,551,441 | (130,217,705) | |
TOTAL LIABILITIES, MEZZANINE EQUITY & STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT) | 2,364,108,460 | 106,435,206 | |
Class D Units Subject To Possible Redemption | |||
LONG-TERM LIABILITIES: | |||
Units Subject to Possible Redemption (Predecessor) | 47,041,554 | ||
Class A Units Subject to Possible Redemption | |||
LONG-TERM LIABILITIES: | |||
Units Subject to Possible Redemption (Predecessor) | $ 43,656,270 | ||
Class A Common | |||
STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT): | |||
Common stock | 4,158 | ||
Class V Common | |||
STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT): | |||
Common stock | $ 19,655 | ||
[1] 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 $19.4 million of amounts due to affiliates as of December 31, 2020 as these are eliminated in consolidation and not presented within the consolidated balance sheets. See Note 28 “Variable Interest Entities.” |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Investment in affiliates | $ 6,000,000 | |
Due to affiliates | 24,100,000 | $ 19,400,000 |
VIE | ||
CONSOLIDATED BALANCE SHEETS | ||
Assets to settle obligations | 8,100,000 | 800,000 |
Liabilities without recourse to company assets | $ 6,100,000 | $ 1,700,000 |
Class A Common | ||
CONSOLIDATED BALANCE SHEETS | ||
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares authorized | 800,000,000 | |
Common stock shares issued | 41,578,890 | |
Common stock shares outstanding | 41,578,890 | |
Class V Common | ||
CONSOLIDATED BALANCE SHEETS | ||
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares authorized | 205,000,000 | |
Common stock shares issued | 196,553,523 | |
Common stock shares outstanding | 196,553,523 | |
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 OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
OPERATING REVENUE: | ||||
TOTAL OPERATING REVENUE | $ 58,762,397 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 |
OPERATING EXPENSES: | ||||
Medical Expenses | 66,877,005 | 592,465,049 | 484,502,423 | 141,029,737 |
Premium Deficiency Reserve | 26,276,575 | 11,559,067 | (20,539,364) | 6,363,652 |
Corporate, General and Administrative Expenses | 16,983,132 | 100,243,148 | 53,390,338 | 36,423,532 |
Sales and Marketing Expenses | 364,127 | 1,818,015 | 1,502,634 | 801,685 |
Amortization of Intangible Assets | 6,961,666 | 34,396 | ||
Depreciation | 187,558 | 1,540,335 | 795,172 | 399,177 |
TOTAL OPERATING EXPENSES | 117,650,063 | 707,660,010 | 519,651,203 | 185,017,783 |
OPERATING LOSS | (58,887,666) | (129,057,592) | (28,587,678) | (39,535,671) |
OTHER INCOME (EXPENSES): | ||||
Interest Expense, net | (1,321,922) | (9,677,477) | (2,533,180) | (2,533,842) |
Mark-to-Market of Stock Warrants | 2,271,659 | (7,664,869) | ||
Other | (290,684) | 97,955 | ||
TOTAL OTHER INCOME (EXPENSE) | 949,737 | (17,342,346) | (2,823,864) | (2,435,887) |
LOSS BEFORE INCOME TAXES | (57,937,929) | (146,399,938) | (31,411,542) | (41,971,558) |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
NET LOSS | (57,937,929) | (146,399,938) | (31,411,542) | (41,971,558) |
LESS NET LOSS ATTRIBUTABLE TO REDEEMABLE NON-CONTROLLING INTERESTS | (47,856,729) | |||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ (10,081,200) | (146,399,938) | (31,411,542) | (41,971,558) |
NET LOSS PER SHARE (BASIC) | $ (0.24) | |||
NET LOSS PER SHARE (DILUTED) | $ (0.24) | |||
Capitated Revenue | ||||
OPERATING REVENUE: | ||||
TOTAL OPERATING REVENUE | $ 57,224,539 | 567,735,297 | 480,739,577 | 139,332,707 |
Other Patient Service Revenue | ||||
OPERATING REVENUE: | ||||
TOTAL OPERATING REVENUE | $ 1,537,858 | $ 10,867,121 | $ 10,323,948 | $ 6,149,405 |
CONSOLIDATED STATEMENTS OF MEMB
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY (DEFICIT) - USD ($) | Accumulated Deficit | Class A Units Subject to Possible Redemption | Class D 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 Interests | 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 | |||||||||
Modification | (970,908) | $ (760,000) | $ (161,094) | (1,892,002) | |||||||
Net Loss | (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 | $ 11,184,468 | $ 50,000,000 | |||||||||
Issuance of Units (in units) | 11,184,468 | 16,130,034 | |||||||||
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 | $ 43,656,270 | $ 47,041,554 | |||||||||
Balance at the end (in shares) at Dec. 31, 2019 | 43,000,000 | 16,130,034 | |||||||||
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 | (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 | 6,000,000 | 1,302,083 | |||||||||
Balance at the end at Dec. 31, 2020 | $ 43,656,270 | $ 47,041,554 | |||||||||
Balance at the end (in shares) at Dec. 31, 2020 | 43,000,000 | 16,130,034 | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||||||
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 | (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 | |||||||||
Balance at the end at Dec. 02, 2021 | $ 43,656,270 | $ 47,041,554 | |||||||||
Balance at the end (in shares) at Dec. 02, 2021 | 43,000,000 | 16,130,034 | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||||||
Net Loss | $ (57,937,929) | ||||||||||
Balance at the end at Dec. 31, 2021 | $ 273,551,441 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) AND MEZZANINE EQUITY - 1 months ended Dec. 31, 2021 - USD ($) | Common Stock Class A Common | Common Stock Class V Common | Additional Paid in Capital | [1] | Accumulated Deficit | Redeemable Non-controlling Interests | Total |
STOCKHOLDERS' EQUITY at Dec. 03, 2021 | $ 4,158 | $ 19,655 | $ 312,945,752 | $ (29,336,924) | $ 283,632,641 | ||
STOCKHOLDERS' EQUITY (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 at Dec. 31, 2021 | $ 4,158 | $ 19,655 | $ 312,945,752 | $ (39,418,124) | $ 273,551,441 | ||
STOCKHOLDERS' EQUITY (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 | ||||||
[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 $37.4 million. |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) AND MEZZANINE EQUITY (Parenthetical) | 1 Months Ended |
Dec. 31, 2021 USD ($) | |
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 | Additional Paid in Capital | |
Equity consideration transferred | $ 80,300,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
Net Loss | $ (57,937,929) | $ (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 | 34,396 | ||
Stock-Based Compensation | 4,635,142 | 3,701,252 | 447,475 | 474,042 |
Amortization of Debt Origination Fees | 658,587 | 80,237 | ||
Amortization of Discount from Issuance of Debt | 1,139,060 | 144,971 | ||
Mark-to-Market Adjustment of Stock Warrants | (2,271,659) | 7,664,869 | ||
Premium Deficiency Reserve | 26,276,575 | 11,559,067 | (20,539,364) | 6,363,652 |
Changes in Assets and Liabilities, net of Acquisitions: | ||||
Accounts Receivable | 1,467,289 | (1,484,932) | 139,212 | 424,137 |
Health Plan Receivables / Premiums | 3,236,036 | (2,770,246) | (27,507,240) | (9,653,991) |
Other Current Assets | (4,704,294) | 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 | 34,224,416 | 8,102,668 | 803,503 |
Accrued Payroll | 3,158,624 | (1,134,709) | 2,289,655 | 502,602 |
Accrued Interest | (497,781) | 5,216,440 | 1,848,265 | 2,204,141 |
Health Plan Payables / Premiums | (2,591,997) | 11,264,767 | 8,804,203 | 1,853,358 |
Claims Payable | (971,210) | 19,097,060 | 37,075,052 | 12,057,792 |
Net Cash Used in Operating Activities | (15,341,894) | (51,129,531) | (24,595,814) | (28,286,510) |
Cash Flows From Investing Activities | ||||
Purchases of Property, Plant and Equipment | (120,559) | (3,290,482) | (2,926,621) | (1,451,861) |
Acquisitions, Net of Cash Acquired | (47,879,102) | (4,989,000) | (130,000) | |
Notes Receivable, Net | 143,297 | 70,650 | (109,527) | (2,404,862) |
Net Cash Used in Investing Activities | (47,856,364) | (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 | 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) | (186,519) | (1,493,221) | (14,586,891) |
Net Cash Provided by Financing Activities | 198,677,193 | 24,790,353 | 34,760,061 | 63,619,577 |
Net Change in Cash and Restricted Cash | 135,478,935 | (34,548,010) | 6,998,099 | 31,476,344 |
Cash and Restricted Cash at Beginning of Period | 5,354,937 | 39,902,947 | 32,904,848 | 1,428,504 |
Cash and Restricted Cash at End of Period | 140,833,872 | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Company Operations | |
Company Operations | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Restatement of Previously Issued Financial Statements | |
Restatement of Previously Issued Financial Statements | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Going Concern and Liquidity | |
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 $ 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 | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | 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 complete, and revenue is earned, upon the transfer of a promise to deliver 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 . The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (see Note 8 “Fair Value Measurements and Hierarchy” for further discussion): 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 forfeit |
Recent Accounting Pronouncement
Recent Accounting Pronouncements Adopted | 12 Months Ended |
Dec. 31, 2021 | |
Recent Accounting Pronouncements Adopted | |
Recent Accounting Pronouncements Adopted | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Recent Accounting Pronouncements Not Yet Adopted | |
Recent Accounting Pronouncements Not Yet Adopted | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations | |
Business Combinations | 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 subject to resolution of a substantive future contingent event and has therefore been included in the total consideration to be transferred. The cash payment, net of cash acquired and the $3,486,593 retained, was $15,677,205. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements and Hierarchy | |
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 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 | 12 Months Ended |
Dec. 31, 2021 | |
Patient Fees Receivable | |
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 | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment. | |
Property and Equipment | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill | |
Goodwill | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Intangible Assets | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Notes Receivable, Net. | |
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 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 | |
Tax Receivable Agreement | |
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
Claims Payable | 12 Months Ended |
Dec. 31, 2021 | |
Claims Payable. | |
Claims Payable | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Capitalization and Management Incentive Units. | |
Capitalization and Management Incentive Units | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation | |
Share-Based Compensation | 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 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 | 12 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) per Share | |
Earnings (Loss) per Share | 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") | 12 Months Ended |
Dec. 31, 2021 | |
Premium Deficiency Reserve ("PDR") | |
Premium Deficiency Reserve ("PDR") | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 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 | |
Retirement Plan | |
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 Inte
Redeemable Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Non-Controlling Interests. | |
Redeemable Non-Controlling Interests | 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 | |
Segment Reporting | |
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
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Related Parties | |
Related Parties | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entities | |
Variable Interest Entities | 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 | 12 Months Ended |
Dec. 31, 2021 | |
Warrants. | |
Warrants | 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 warrants to purchase shares of Series D Preferred Units at $4.68 per share. The warrants were recorded as a liability on the consolidated balance sheet with a balance of $6,316,605 as of December 31, 2020. During the year ended December 31, 2020, no change in the fair value of the warrant liability was recognized in the consolidated statements of operations (See note 8 “Fair Value Measurements and Hierarchy” for further information). During 2021, 858,351 warrants were exercised on a cashless basis, with an exercise price of $4.68 per share as part of the Business Combinations. There were no Class D Warrants outstanding as of December 31, 2021. 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 | |
Restatement of Quarterly Financial Information (Unaudited) | |
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
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 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) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
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 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. ASC 810 , |
Segment Reporting | 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 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 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”). 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 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 complete, and revenue is earned, upon the transfer of a promise to deliver 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 . The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (see Note 8 “Fair Value Measurements and Hierarchy” for further discussion): 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 , 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. |
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 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_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restatement of Previously Issued Financial Statements | |
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 | 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) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Summary of total cash balances | 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 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 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)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Summary of future consolidated results of operations | 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 | |
Business Acquisition [Line Items] | |
Summary of purchase 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 |
Summary of purchase price allocation to assets and liabilities | 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") [Member] | |
Business Acquisition [Line Items] | |
Summary of purchase price allocation to assets and liabilities | 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) | 12 Months Ended |
Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |
Schedule of carrying amounts of financial instruments | 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 changes in company's Level 3 fair value measurements | 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 |
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 |
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 (Tables
Patient Fees Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Patient Fees Receivable | |
Schedule of patient fees receivable | 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) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment. | |
Summary of property and equipment balances | 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) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill | |
Summary of changes in goodwill | 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) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Schedule of changes in other intangible assets | 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)
Claims Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Claims Payable. | |
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 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Schedule of rollforward the long-term debt balances | 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 * 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 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 | 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) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
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 (Table
Share-Based Compensation (Tables) | 12 Months Ended |
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, 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 |
Class C units | |
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 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 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) per Share | |
Schedule of computation of basic net loss per share | 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 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) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Summary of operating lease costs | 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 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 | 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)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |
Schedule of related party transactions | 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 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) | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entities | |
Summary of balance sheet and income statement of VIEs | 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 | |
Restatement of Quarterly Financial Information (Unaudited) | |
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) - agreement | Dec. 31, 2021 | Dec. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Company Operations [Line Items] | ||||
Number of health plans with agreements entered | 17 | 12 | 7 | |
P3 Health Group, LLC | ||||
Company Operations [Line Items] | ||||
Ownership percentage | 17.10% | |||
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 | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | 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 | ||||||||||||||||
Health Plan Settlement Receivables | $ 50,251,004 | $ 44,962,787 | ||||||||||||||
Total Current Assets | 199,860,950 | 90,880,587 | ||||||||||||||
Total Assets | [1] | 2,364,108,460 | 106,435,206 | |||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (39,418,124) | (130,485,179) | ||||||||||||||
Total Member's Deficit | 273,551,441 | $ (272,916,391) | (130,217,705) | $ (99,073,637) | $ (55,684,119) | |||||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 2,364,108,460 | 106,435,206 | ||||||||||||||
Consolidated Statement of Operations | ||||||||||||||||
Total Operating Revenue | 58,762,397 | 578,602,418 | 491,063,525 | 145,482,112 | ||||||||||||
Medical Expenses | 66,877,005 | 592,465,049 | 484,502,423 | 141,029,737 | ||||||||||||
Total Operating Expenses | 117,650,063 | 707,660,010 | 519,651,203 | 185,017,783 | ||||||||||||
Operating Loss | (58,887,666) | (129,057,592) | (28,587,678) | (39,535,671) | ||||||||||||
Interest Expense, net | (1,321,922) | (9,677,477) | (2,533,180) | (2,533,842) | ||||||||||||
Total Other Income (Expense) | 949,737 | (17,342,346) | (2,823,864) | (2,435,887) | ||||||||||||
Net Loss Attributable to Noncontrolling Interest | (47,856,729) | |||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (10,081,200) | (146,399,938) | (31,411,542) | (41,971,558) | ||||||||||||
Consolidated Statements of Changes in Members' Deficit | ||||||||||||||||
Total Member's Deficit | 273,551,441 | (272,916,391) | (130,217,705) | (99,073,637) | (55,684,119) | |||||||||||
Net Loss | 57,937,929 | 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 | 146,399,938 | 31,411,542 | 41,971,558 | ||||||||||||
Capitated Revenue | ||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||
Total RAF adjustments | 6,532,954 | |||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Health Plan Settlement Receivables | 50,251,004 | 44,962,787 | ||||||||||||||
Consolidated Statement of Operations | ||||||||||||||||
Total Operating Revenue | 57,224,539 | 567,735,297 | 480,739,577 | 139,332,707 | ||||||||||||
Other Patient Service Revenue | ||||||||||||||||
Consolidated Statement of Operations | ||||||||||||||||
Total Operating Revenue | $ 1,537,858 | 10,867,121 | $ 10,323,948 | $ 6,149,405 | ||||||||||||
Class A and Class D Units | ||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | ||||||||||||||||
Preferred return | 8% | 8% | ||||||||||||||
Class A Units Subject to Possible Redemption | ||||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Units subject to possible redemption | $ 43,656,270 | |||||||||||||||
Class D Units Subject To Possible Redemption | ||||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Units subject to possible redemption | 47,041,554 | |||||||||||||||
Class A Preferred Units | ||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | ||||||||||||||||
Preferred return | 8% | |||||||||||||||
Class D Units Subject To Possible Redemption | ||||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Units subject to possible redemption | $ 47,041,554 | 47,041,554 | $ 47,041,554 | |||||||||||||
As Previously Reported | ||||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Health Plan Settlement Receivables | $ 3,687,918 | 38,429,833 | ||||||||||||||
Total Current Assets | 78,762,484 | 84,347,633 | ||||||||||||||
Total Assets | 94,189,692 | 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 | |||||||||
Class A Preferred Returns | 6,594,660 | 5,632,496 | 4,705,644 | 5,632,496 | 6,594,660 | 3,815,034 | 430,230 | |||||||||
Accumulated Equity-Based Compensation | 2,747,960 | 2,392,875 | 1,829,084 | 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) | (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) | (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 | (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 | ||||||||||||||
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 | 520,661,923 | 185,430,503 | ||||||||||||||
Operating Loss | (19,438,108) | (32,426,538) | (60,550,077) | (35,120,632) | ||||||||||||
Interest Expense, net | (9,970,260) | (3,479,139) | ||||||||||||||
Total Other Income (Expense) | (10,260,944) | (3,381,184) | ||||||||||||||
Net Loss Attributable to Noncontrolling 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) | (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 | (146,395,455) | (69,173,164) | (179,246,686) | (84,110,848) | (97,661,735) | (55,932,434) | (13,868,589) | |||
Net Loss | (45,381,576) | (42,916,855) | ||||||||||||||
Consolidated Statements of Cash Flows | ||||||||||||||||
Net Loss | (45,381,576) | (42,916,855) | ||||||||||||||
Health Plan Settlements Receivable/Premiums Receivable | (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 | ||||||||
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 | 226,557,015 | 447,137,121 | 351,018,290 | 471,551,241 | 138,727,943 | |||||
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 | ||||
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 | ||||||||||||||
As Previously Reported | Class D Units Subject To Possible Redemption | ||||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Units subject to possible redemption | 54,936,716 | 53,784,760 | 52,675,137 | 53,784,760 | 54,936,716 | 51,608,900 | 47,556,622 | |||||||||
As Previously Reported | 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) | |||||||||||||||
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 | 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) | (23,429,094) | (26,231,059) | (18,187,381) | (13,880,310) | |||||||||
Consolidated Statement of Operations | ||||||||||||||||
Net Loss Attributable to Noncontrolling 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) | (4,307,071) | (7,907,592) | ||||||||||||||
Preferred Returns Adjustments | ||||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Class A Preferred Returns | (6,594,660) | (5,632,496) | (4,705,644) | (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 | 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) | 6,743,106 | 2,539,562 | 7,895,167 | 3,558,027 | 4,567,346 | 515,068 | ||||
Consolidated Statement of Operations | ||||||||||||||||
Interest Expense, net | 7,437,080 | 945,297 | ||||||||||||||
Total Other Income (Expense) | 7,437,080 | 945,297 | ||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | 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) | 6,743,106 | 2,539,562 | 7,895,167 | 3,558,027 | 4,567,346 | 515,068 | ||||
Net Loss | 7,437,080 | 945,297 | ||||||||||||||
Consolidated Statements of Cash Flows | ||||||||||||||||
Net Loss | 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) | ||||||||
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) | ||||||||||||||
Preferred Returns Adjustments | Class D Units Subject To Possible Redemption | ||||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Units subject to possible redemption | (7,895,162) | (6,743,207) | (5,633,583) | (6,743,207) | (7,895,162) | (4,567,346) | (515,068) | |||||||||
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) | |||||||||
Accumulated Equity-Based Compensation | (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) | |||||||||
Total Member's Deficit | (43,656,331) | (43,656,170) | (43,656,269) | (43,656,271) | (43,656,272) | 43,656,272 | (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 | (43,656,170) | (43,656,272) | (43,656,331) | (43,656,271) | (43,656,270) | (43,656,271) | (41,815,530) | |||
Class A Units Adjustments | Class A Units Subject to Possible Redemption | ||||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Units subject to possible redemption | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | |||||||||
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) | |||||||||||||||
Revenue Adjustments | ||||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Health Plan Settlement Receivables | 6,532,954 | 6,532,954 | ||||||||||||||
Total Current Assets | 6,532,954 | 6,532,954 | ||||||||||||||
Total Assets | 6,532,954 | 6,532,954 | ||||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | 6,532,954 | 6,532,954 | ||||||||||||||
Total Member's Deficit | 6,532,954 | 6,532,954 | ||||||||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 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 | (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) | 6,532,954 | |||||||||||||||
Consolidated Statements of Changes in Members' Deficit | ||||||||||||||||
Total Member's Deficit | 6,532,954 | 6,532,954 | ||||||||||||||
Net Loss | 6,532,954 | |||||||||||||||
Consolidated Statements of Cash Flows | ||||||||||||||||
Net Loss | 6,532,954 | |||||||||||||||
Health Plan Settlements Receivable/Premiums Receivable | (6,532,954) | |||||||||||||||
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 | 908,759 | (3,539,071) | 1,630,111 | 9,188,336 | 604,764 | |||||
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) | ||||
As Restated | ||||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Health Plan Settlement Receivables | 10,220,872 | 44,962,787 | ||||||||||||||
Total Current Assets | 85,295,438 | 90,880,587 | ||||||||||||||
Total Assets | 100,722,646 | 106,435,206 | ||||||||||||||
Accumulated Equity-Based Compensation | 1,826,868 | 1,471,783 | 907,992 | 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) | (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 | (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 | ||||||||||||||
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 | 519,651,203 | 185,017,783 | ||||||||||||||
Operating Loss | (25,971,063) | (38,959,491) | (67,083,031) | (28,587,678) | ||||||||||||
Interest Expense, net | (2,533,180) | (2,533,842) | ||||||||||||||
Total Other Income (Expense) | (2,823,864) | (2,435,887) | ||||||||||||||
Net Loss (formerly Net Loss Attributable to Controlling Interests) | (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 | (183,308,519) | (110,289,874) | (215,007,850) | (124,209,092) | (130,217,705) | (99,073,637) | $ (55,684,119) | |||
Net Loss | (31,411,542) | (41,971,558) | ||||||||||||||
Consolidated Statements of Cash Flows | ||||||||||||||||
Net Loss | (31,411,542) | (41,971,558) | ||||||||||||||
Health Plan Settlements Receivable/Premiums Receivable | (27,507,240) | |||||||||||||||
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 | 227,465,774 | 443,598,050 | 352,648,401 | 480,739,577 | 139,332,707 | |||||
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 | ||||
As Restated | Class A Units Subject to Possible Redemption | ||||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Units subject to possible redemption | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | |||||||||
As Restated | Class D Units Subject To Possible Redemption | ||||||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Units subject to possible redemption | $ 47,041,554 | $ 47,041,553 | $ 47,041,554 | $ 47,041,553 | $ 47,041,554 | $ 47,041,554 | 47,041,554 | |||||||||
As Restated | Class A Preferred Units | ||||||||||||||||
Consolidated Statements of Changes in Members' Deficit | ||||||||||||||||
Modification | $ (1,892,002) | |||||||||||||||
[1] 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 $19.4 million of amounts due to affiliates as of December 31, 2020 as these are eliminated in consolidation and not presented within the consolidated balance sheets. See Note 28 “Variable Interest Entities.” |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Going Concern and Liquidity | ||||
Net Loss | $ (57,937,929) | $ (146,399,938) | $ (31,411,542) | $ (41,971,558) |
Cash | $ 140,477,586 | $ 5,300,842 | $ 36,261,104 | $ 32,592,496 |
Significant Accounting Polici_4
Significant Accounting Policies - Consolidation, Cash and Restricted Cash (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 USD ($) | Dec. 02, 2021 USD ($) | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | |
Significant Accounting Policies | ||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | ||
Number of reportable segments | segment | 1 | |||||
Amount insured by Federal Deposit Insurance Corporation | $ 250,000 | $ 250,000 | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||||
Checking | 140,477,586 | $ 5,300,842 | 140,477,586 | $ 36,261,104 | $ 32,592,496 | |
Restricted | 356,286 | 54,095 | 356,286 | 3,641,843 | 312,352 | |
Total Cash Balances | $ 140,833,872 | $ 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) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
Total Revenue by Year | $ 58,762,397 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 |
Revenue | Customer Concentration | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue by Year | $ 58,762,397 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 |
Percentage of total revenue | 100% | 100% | 100% | 100% |
Capitated Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue by Year | $ 57,224,539 | $ 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 | $ 567,735,297 | $ 480,739,577 | $ 139,332,707 |
Percentage of total revenue | 97% | 98% | 98% | 96% |
Clinical Fees & Insurance Revenue | Revenue | Customer Concentration | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue by Year | $ 750,675 | $ 4,318,074 | $ 3,364,504 | $ 3,312,107 |
Percentage of total revenue | 2% | 1% | 1% | 2% |
Shared Risk Revenue | Revenue | Customer Concentration | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue by Year | $ 180,558 | $ 601,509 | $ 1,111,466 | $ 932,301 |
Percentage of total revenue | 0% | 0% | 0% | 1% |
Care Coordination / Management Fees | Revenue | Customer Concentration | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue by Year | $ 600,175 | $ 5,880,397 | $ 5,614,539 | $ 1,893,553 |
Percentage of total revenue | 1% | 1% | 1% | 1% |
Incentive Fees | Revenue | Customer Concentration | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue by Year | $ 6,450 | $ 67,141 | $ 233,439 | $ 11,444 |
Percentage of total revenue | 0% | 0% | 0% | 0% |
Other Patient Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue by Year | $ 1,537,858 | $ 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 | $ 10,867,121 | $ 10,323,948 | $ 6,149,405 |
Percentage of total revenue | 3% | 2% | 2% | 4% |
Significant Accounting Polici_6
Significant Accounting Policies - Concentration of revenue (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
Total Revenue by Year | $ 58,762,397 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 |
Revenue | Customer Concentration | ||||
Concentration Risk [Line Items] | ||||
Total Revenue by Year | $ 58,762,397 | $ 578,602,418 | $ 491,063,525 | $ 145,482,112 |
Percentage of total revenue | 100% | 100% | 100% | 100% |
Health Plan A | Revenue | Customer Concentration | ||||
Concentration Risk [Line Items] | ||||
Total Revenue by Year | $ 11,664,112 | $ 139,289,079 | $ 147,906,495 | |
Percentage of total revenue | 20% | 24% | 30% | |
Health Plan B | Revenue | Customer Concentration | ||||
Concentration Risk [Line Items] | ||||
Total Revenue by Year | $ 12,757,714 | $ 126,460,232 | $ 112,384,330 | $ 13,557,771 |
Percentage of total revenue | 22% | 22% | 23% | 9% |
Health Plan C | Revenue | Customer Concentration | ||||
Concentration Risk [Line Items] | ||||
Total Revenue by Year | $ 6,156,558 | $ 71,061,602 | $ 66,237,074 | $ 27,788,287 |
Percentage of total revenue | 10% | 12% | 13% | 19% |
Health Plan D | Revenue | Customer Concentration | ||||
Concentration Risk [Line Items] | ||||
Total Revenue by Year | $ 10,337,160 | $ 114,496,751 | $ 62,683,829 | $ 6,106,544 |
Percentage of total revenue | 18% | 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 | $ 78,111,115 | $ 25,803,950 | $ 11,903,658 |
Percentage of total revenue | 23% | 13% | 5% | 9% |
Significant Accounting Polici_7
Significant Accounting Policies - Capitated Revenue (Details) | 12 Months Ended | ||
Dec. 31, 2021 state plan | Dec. 31, 2020 state plan | Dec. 31, 2019 USD ($) plan state | |
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 | state | 4 | 4 | 2 |
Capitated Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Additional revenue related to prior year premium risk adjustments | $ | $ 150,681 | ||
Practical expedient for not adjusting effects of a significant financing component | true |
Significant Accounting Polici_8
Significant Accounting Policies - Health Plan Settlement Receivables (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Health Plan [Line Items] | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
Health Plan Receivables | $ 50,251,004 | $ 44,962,787 | ||
Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 50,251,004 | 44,962,787 | ||
Health Plan A | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 4,695,712 | 5,732,221 | ||
Health Plan B | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 15,473,828 | 15,316,696 | ||
Health Plan C | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 1,380,752 | 7,332,687 | ||
Health Plan D | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 6,651,586 | 6,863,270 | ||
Health Plan E | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 2,439,046 | 2,194,209 | ||
Health Plan F | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 2,925,751 | 3,222,247 | ||
Health Plan G | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 239,375 | 2,735,562 | ||
Health Plan H | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 2,185,619 | 878,866 | ||
Health Plan I | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 1,134,750 | 17,908 | ||
Health Plan J | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 149,915 | 285,730 | ||
Health Plan K | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 2,705,147 | 4,569 | ||
Health Plan L | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 899,560 | $ 378,822 | ||
Health Plan M | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 1,747,116 | |||
Health Plan N | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 974,092 | |||
Health Plan O | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 666,291 | |||
Health Plan P | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 106,162 | |||
Health Plan Q | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 61,990 | |||
Health Plan R | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 3,578,682 | |||
Health Plan T | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | 2,175,324 | |||
Health Plan U | Capitated Revenue | ||||
Health Plan [Line Items] | ||||
Health Plan Receivables | $ 60,306 |
Significant Accounting Polici_9
Significant Accounting Policies - Health Plan Settlement Payables (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Health Plan [Line Items] | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
Health Plans Settlements Payable | $ 22,548,694 | $ 13,742,775 | ||
Health Plan B | ||||
Health Plan [Line Items] | ||||
Health Plans Settlements Payable | 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 | 4,680,185 | ||
Health Plan F | ||||
Health Plan [Line Items] | ||||
Health Plans Settlements Payable | 6,085,425 | 6,125,681 | ||
Health Plan G | ||||
Health Plan [Line Items] | ||||
Health Plans Settlements Payable | 776,164 | $ 1,008,495 | ||
Health Plan I | ||||
Health Plan [Line Items] | ||||
Health Plans Settlements Payable | (215,626) | |||
Health Plan O | ||||
Health Plan [Line Items] | ||||
Health Plans Settlements Payable | (39,151) | |||
Health Plan U | ||||
Health Plan [Line Items] | ||||
Health Plans Settlements Payable | 226,209 | |||
Health Plan V | ||||
Health Plan [Line Items] | ||||
Health Plans Settlements Payable | $ 133,149 |
Significant Accounting Polic_10
Significant Accounting Policies - Clinical Fees and Insurance Revenue (Details) | 12 Months Ended |
Dec. 31, 2021 item | |
Disaggregation of Revenue [Line Items] | |
Number of Revenue, Practical Expedients, Elected | 2 |
Clinical Fees & Insurance Revenue | |
Disaggregation of Revenue [Line Items] | |
Practical expedients, not adjust the transaction price for any financing components | true |
Practical expedients, expensed all incremental customer contract acquisition costs as incurred | true |
Significant Accounting Polic_11
Significant Accounting Policies - Shared Risk Revenue (Details) - Shared Risk Revenue | 12 Months Ended |
Dec. 31, 2021 item | |
Disaggregation of Revenue [Line Items] | |
Percentage of shared risk savings received | 30% |
Number of separate arrangements | 4 |
Percentage of total cost savings to be received, if the sequential YoY PMPY aggregate change yields a reduction | 30% |
Significant Accounting Polic_12
Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 8,230,250 | $ 7,743,414 |
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 |
Computer Equipment & Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Property and Equipment, Gross | $ 2,700,617 | 1,947,894 |
Medical Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Property and Equipment, Gross | $ 414,100 | 457,822 |
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 |
Capitalized costs placed into service | $ 2,087,022 | $ 534,931 |
Significant Accounting Polic_13
Significant Accounting Policies - Goodwill (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies | |||||
Impairment charges | $ 0 | $ 851,500,000 | $ 0 | $ 0 | $ 0 |
Significant Accounting Polic_14
Significant Accounting Policies - Warrant Liability (Details) | 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_15
Significant Accounting Policies - PDR (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Premium Deficiency Reserve ("PDR") | ||
Premium Deficiency Reserve | $ 37,835,642 | $ 0 |
Significant Accounting Polic_16
Significant Accounting Policies - Medical Expenses (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Healthcare Services Expense and Claims Payable | ||
Liabilities For Healthcare Services Incurred, But Not Yet Reported | $ 101,958,324 | $ 56,934,400 |
Significant Accounting Polic_17
Significant Accounting Policies - Sales and Marketing Expenses (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sales and Marketing Expenses | ||||
Sales and Marketing Expenses | $ 364,127 | $ 1,818,015 | $ 1,502,634 | $ 801,685 |
Business Combinations - Purchas
Business Combinations - Purchase Consideration (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 03, 2021 | Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Business Acquisition [Line Items] | |||||
Cash Consideration | $ 47,879,102 | $ 4,989,000 | $ 130,000 | ||
Useful life of intangible assets (in years) | 10 years | ||||
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 Health Group Holdings, LLC's Transaction | 19,151,752 | $ 39,400,000 | |||
Consideration for acquisition of equity interests | $ 1,951,598,620 |
Business Combinations - Purch_2
Business Combinations - Purchase Price Allocation (Details) - USD ($) | Dec. 31, 2021 | Dec. 03, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets Acquired: | |||||
Goodwill | $ 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") [Member] | |||||
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 | ||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") [Member] | Customer Relationships | |||||
Assets Acquired: | |||||
Intangible Assets, Net: | $ 2,045,604 | ||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") [Member] | Payor Contracts | |||||
Assets Acquired: | |||||
Intangible Assets, Net: | 4,700,271 | ||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") [Member] | Provider Network | |||||
Assets Acquired: | |||||
Intangible Assets, Net: | 1,100,000 | ||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") [Member] | Trademarks | |||||
Assets Acquired: | |||||
Intangible Assets, Net: | 900,000 | ||||
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") [Member] | 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) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 02, 2021 USD ($) item | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 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 | $ 1,278,452,778 | $ 741,128 | |
Contingent Consideration | 3,486,593 | 3,486,593 | $ 3,486,593 | |||||
Cash Consideration | 47,879,102 | 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 | |||||||
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 | |||||
Contingent Consideration | 3,486,593 | $ 3,486,593 | $ 3,486,593 | |||||
Cash Consideration | $ 15,677,205 | |||||||
Medcore HP | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage | 100% | 100% | 100% | |||||
Omni IPA Medical Group, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage | 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 For
Business Combinations - Pro Forma Financial Information (Details) - USD ($) | 12 Months Ended | |||
Jan. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 03, 2021 | |
Business Acquisition [Line Items] | ||||
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 | ||||
Business Acquisition [Line Items] | ||||
Transaction Costs | $ 39,400,000 | $ 19,151,752 | ||
Amortization expense adjustment | $ 2,400,000 |
Fair Value Measurements and H_3
Fair Value Measurements and Hierarchy - Carrying Value of Financial Instruments (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurements and Hierarchy | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
Cash | $ 140,477,586 | $ 5,300,842 | $ 36,261,104 | $ 32,592,496 |
Restricted Cash | 356,286 | $ 54,095 | 3,641,843 | $ 312,352 |
Clinic Fees and Insurance Receivables, Net | 1,090,104 | 675,954 | ||
Other Receivables | 726,903 | 146,117 | ||
Accounts Payable and Accrued Expenses | 17,730,683 | 11,793,125 | ||
Liability for Warrants | $ 11,382,826 | $ 6,316,605 |
Fair Value Measurements and H_4
Fair Value Measurements and Hierarchy - Option Pricing (Details) | Dec. 31, 2021 $ / shares Y | Dec. 31, 2020 Y $ / shares |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 60 | |
Volatility | Class D Warrants | Level 3 | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 65 | |
Volatility | Private Placement Warrants | Level 3 | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 60 | |
Risk-Free Interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 1.26 | |
Risk-Free Interest rate | Class D Warrants | Level 3 | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.10 | |
Risk-Free Interest rate | Private Placement Warrants | Level 3 | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 1.26 | |
Exercise Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 11.50 | |
Exercise Price | Class D Warrants | Level 3 | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 4.68 | |
Exercise Price | Private Placement Warrants | Level 3 | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 11.50 | |
Expected Term | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 4.9 | |
Expected Term | Class D Warrants | Level 3 | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | Y | 1.1 | |
Expected Term | Private Placement Warrants | Level 3 | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | Y | 4.9 |
Fair Value Measurements and H_5
Fair Value Measurements and Hierarchy - Level 3 Measurement (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 02, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | |||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | |||
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 Stock Warrants | Mark-to-Market Adjustment of Stock Warrants | ||
Private Placement Warrants | Level 3 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Beginning Balance | $ 793,650 | ||||||
Mark-to-Market Adjustment for Stock Warrants | (291,374) | ||||||
Ending Balance | $ 793,650 | 502,276 | $ 793,650 | ||||
Class D Warrants | Level 3 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Beginning Balance | $ 13,981,474 | $ 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 (Detail
Patient Fees Receivable (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
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 | ||||
Disaggregation of Revenue [Line Items] | ||||
Receivables Net of Contractual Allowances | 362,851 | 85,504 | ||
Medicare / Medicaid | ||||
Disaggregation of Revenue [Line Items] | ||||
Receivables Net of Contractual Allowances | 280,265 | 116,220 | ||
Self Pay | ||||
Disaggregation of Revenue [Line Items] | ||||
Receivables Net of Contractual Allowances | $ 29,316 | $ 47,739 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 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 | Predecessor | Predecessor | Predecessor |
Property and Equipment, Gross | $ 8,230,250 | $ 7,743,414 | ||
Less: Accumulated Depreciation | (182,321) | (1,592,827) | ||
Property and Equipment, Net | 8,047,929 | 6,150,587 | ||
Leasehold Improvements | ||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||
Property and Equipment, Gross | 1,537,091 | 1,392,688 | ||
Furniture & Fixtures | ||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||
Property and Equipment, Gross | 1,108,184 | 1,150,789 | ||
Computer Equipment & Software | ||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||
Property and Equipment, Gross | 2,700,617 | 1,947,894 | ||
Medical Equipment | ||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||
Property and Equipment, Gross | 414,100 | 457,822 | ||
Software (Development in Process) | ||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||
Property and Equipment, Gross | 2,433,470 | $ 2,794,221 | ||
Other | ||||
Property, Plant and Equipment, Net, by Type [Abstract] | ||||
Property and Equipment, Gross | $ 36,788 |
Goodwill (Details)
Goodwill (Details) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 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 | Predecessor | Predecessor | Predecessor | |||
Balance at the beginning | $ 1,278,452,778 | $ 3,805,628 | $ 871,128 | $ 871,128 | $ 741,128 | ||
Acquisitions | 31,297,438 | 2,934,500 | 130,000 | ||||
Balance at the end | $ 1,309,750,216 | 1,309,750,216 | 3,805,628 | $ 1,309,750,216 | 871,128 | $ 741,128 | |
Impairment charges | $ 0 | $ 851,500,000 | $ 0 | $ 0 | $ 0 | ||
Other medical practices | |||||||
Goodwill [Line Items] | |||||||
Number of other medical practice acquired | item | 3 |
Intangible Assets - Changes (De
Intangible Assets - Changes (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | 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 | Predecessor | Predecessor | Predecessor | |
Balance at the beginning | $ 835,400,000 | $ 2,011,208 | |||
Acquisitions | 7,400,271 | $ 2,045,604 | |||
Amortization | (6,961,666) | (6,961,666) | (34,396) | ||
Balance at the end | 835,838,605 | 835,838,605 | 2,011,208 | ||
Customer Relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Balance at the beginning | 684,000,000 | 2,011,208 | |||
Acquisitions | 2,045,604 | ||||
Amortization | (5,700,000) | (34,396) | |||
Balance at the end | 678,300,000 | 678,300,000 | $ 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 | ||||
Acquisitions | 900,000 | ||||
Amortization | (1,230,833) | ||||
Balance at the end | 147,369,167 | 147,369,167 | |||
Provider Contracts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquisitions | 4,700,271 | ||||
Balance at the end | 4,700,271 | 4,700,271 | |||
Provider Network | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Balance at the beginning | 3,700,000 | ||||
Acquisitions | 1,100,000 | ||||
Amortization | (30,833) | ||||
Balance at the end | 4,769,167 | 4,769,167 | |||
Other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquisitions | 700,000 | ||||
Balance at the end | $ 700,000 | $ 700,000 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Anticipated amortization of intangible assets | |
2022 | $ 84.6 |
2023 | 84.6 |
2024 | 84.1 |
2025 | 84.1 |
2026 | $ 84.1 |
Intangible Assets - Weighted av
Intangible Assets - Weighted average remaining useful life (Details) | 12 Months Ended | |
Dec. 03, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Useful life of intangible assets (in years) | 10 years | |
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 (Details)
Notes Receivable, Net (Details) | 12 Months Ended | |
Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of promissory notes entered | 5 | |
Number of family medical practices with whom promissory notes are entered | 3 | |
Separate provider agreements with each practice related to number of promissory notes entered | 4 | |
Notes Receivable, Net | $ | $ 3,590,715 | $ 3,804,662 |
Notes receivable accrued interest | $ | 885,243 | 572,382 |
Notes receivable valuation allowances | $ | $ 526,808 | 195,967 |
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% | |
Maximum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rates | 10% |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) - Tax Receivable Agreement with Selling Equity Holders of P3 LLC | 12 Months Ended |
Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Percentage of payment of tax savings realized | 85% |
Retained percentage of cash savings | 15% |
Claims Payable (Details)
Claims Payable (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Claims Payable. | ||||
IBNR | $ 101,958,324 | $ 76,031,460 | $ 56,934,400 | $ 19,859,348 |
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
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 | $ 19,859,348 |
Debt - Paragraphs (Details)
Debt - Paragraphs (Details) | 11 Months Ended | 12 Months Ended | |||||||||
Nov. 19, 2020 USD ($) shareholder payment $ / shares shares | Jun. 07, 2020 USD ($) $ / 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 ($) | Dec. 31, 2019 USD ($) loan | Dec. 03, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Debt outstanding | $ 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 | |||||||||
Class C Preferred Units | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Shares repurchased | shares | 200,000 | ||||||||||
Share price | $ / shares | $ 0.90 | ||||||||||
Members deficit decrease | $ 180,000 | ||||||||||
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 | ||||||
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 | 40,000,000 | 65,000,000 | |||||||
Gross proceeds from debt | 65,000,000 | ||||||||||
Net proceeds from debt | 25,000,000 | 61,058,281 | 40,000,000 | ||||||||
Debt issuance cost | 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 | $ 650,000,000 | $ 585,000,000 | $ 525,000,000 | $ 460,000,000 | 395,000,000 | ||||||
Paid in cash interest, percentage | 12% | ||||||||||
Partially paid in kind interest, percentage | 8% | ||||||||||
Paid in kind interest, percentage | 4% | ||||||||||
Interest payment term | 3 years | ||||||||||
Number of payments | payment | 12 | ||||||||||
Percentage of pledged stock, Its subsidiaries and bank accounts | 100% | ||||||||||
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 |
Debt - Rollforward (Details)
Debt - Rollforward (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 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 | Predecessor | Predecessor | Predecessor | |
Beginning Balance | $ 80,053,526 | $ 55,136,089 | $ 55,136,089 | $ 16,516,598 | |
Issued | 25,000,000 | 40,180,000 | |||
Principal Payments | (7,425) | (82,563) | (1,560,509) | ||
Ending Balance | 80,046,101 | 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 | |
Ending Balance | 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 | 40,000,000 | ||
Issued | 25,000,000 | 61,058,281 | 40,000,000 | ||
Ending Balance | 65,000,000 | 65,000,000 | 65,000,000 | 40,000,000 | |
LTD-E | |||||
Debt Instrument [Line Items] | |||||
Beginning Balance | 53,526 | 136,089 | 136,089 | ||
Issued | 180,000 | ||||
Principal Payments | (7,425) | (82,563) | (43,911) | ||
Ending Balance | $ 46,101 | $ 53,526 | $ 46,101 | $ 136,089 |
Debt - Maturity (Details)
Debt - Maturity (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Principal | ||
Principal- 2022 | $ 46,101 | |
Principal- 2025 | 65,000,000 | |
Principal- 2026 | 15,000,000 | |
Principal- Total | 80,046,101 | $ 55,136,089 |
PIK | ||
PIK- 2022 | 5,225,890 | |
PIK- 2023 | 5,624,513 | |
PIK- 2024 | 6,061,814 | |
PIK- 2025 | 6,274,526 | |
PIK- 2026 | 1,851,284 | |
PIK- Total | 25,038,027 | |
Cash Interest | ||
Cash Interest - 2022 | 5,479,398 | |
Cash Interest - 2023 | 5,675,461 | |
Cash Interest - 2024 | 5,882,309 | |
Cash Interest - 2025 | 19,518,225 | |
Cash Interest - 2026 | 20,054,451 | |
Cash Interest | 56,609,844 | |
Total Payments | ||
Total Cash Payments - 2022 | 5,525,499 | |
Total Cash Payments - 2023 | 5,675,461 | |
Total Cash Payments - 2024 | 5,882,309 | |
Total Cash Payments - 2025 | 84,518,225 | |
Total Cash Payments - 2026 | 35,054,451 | |
Total Cash Payments - Total | $ 136,655,945 |
Debt - Composition (Details)
Debt - Composition (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
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 |
Debt - Short Term Principal Pay
Debt - Short Term Principal Payments (Details) | Dec. 31, 2021 USD ($) |
Debt | |
First quarter 2022 | $ 1,178,344 |
Second quarter 2022 | 1,235,955 |
Third quarter 2022 | 1,164,262 |
Total | $ 3,578,561 |
Income Taxes- Components of Los
Income Taxes- Components of Loss Before Taxes (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
Components of net loss before the provision for income taxes | $ (57,937,929) | $ (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) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | 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 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Taxes (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax assets: | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
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 | $ 0 | $ 0 |
Income Taxes - Paragraphs (Deta
Income Taxes - Paragraphs (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 03, 2021 | Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | ||||||
Valuation allowance recorded | $ 9,600,000 | |||||
Deferred tax | $ 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 | ||
Tax Receivable Agreement with Selling Equity Holders of P3 LLC | ||||||
Income Tax [Line Items] | ||||||
Percentage of payment of tax savings realized | 85% | |||||
Retained percentage of cash savings | 15% | |||||
Network | ||||||
Income Tax [Line Items] | ||||||
Deferred tax | 0 | $ 0 | ||||
P3 | ||||||
Income Tax [Line Items] | ||||||
TRA liability | 0 | 0 | ||||
Tax benefit | 0 | |||||
P3 | 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 | |||
Tax benefit | 0 | |||||
Medcore HP | ||||||
Income Tax [Line Items] | ||||||
Deferred tax | $ 0 | $ 0 |
Capitalization and Management_2
Capitalization and Management Incentive Units - Class A Units (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 Vote $ / shares shares | Dec. 31, 2019 USD ($) shares | Dec. 31, 2020 shares | |
Preferred Units [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | ||
Preferred stock, shares outstanding | 0 | ||
Restricted Shares | |||
Preferred Units [Line Items] | |||
Shares issued | 5,471,400 | ||
P3 | |||
Preferred Units [Line Items] | |||
Common unit outstanding | 243,603,813 | ||
Common Class A [Member] | |||
Preferred Units [Line Items] | |||
Common stock shares authorized | 800,000,000 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||
Common stock shares issued | 41,578,890 | ||
Common stock shares outstanding | 41,578,890 | ||
Purchase consideration | 8,732,517 | ||
Converted shares | 3,737,316 | ||
Common Class A [Member] | PIPE Investment | |||
Preferred Units [Line Items] | |||
Shares issued in private placement | 20,370,307 | ||
Common Class A [Member] | P3 | |||
Preferred Units [Line Items] | |||
Common unit outstanding | 41,578,890 | ||
Class V Common | |||
Preferred Units [Line Items] | |||
Common stock shares authorized | 205,000,000 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||
Common stock shares issued | 196,553,523 | ||
Common stock shares outstanding | 196,553,523 | ||
Number of voting rights per share | Vote | 1 | ||
Exchange ratio | 1 | ||
Lockup period | 180 days | ||
Class A Foresight Founder Shares [Member] | |||
Preferred Units [Line Items] | |||
Converted shares | 8,738,750 | ||
Redeemable Non-controlling Interests | P3 | |||
Preferred Units [Line Items] | |||
Common unit outstanding | 202,024,923 | ||
Redeemable Non-controlling Interests | P3 | Restricted Shares | |||
Preferred Units [Line Items] | |||
Common unit outstanding | 5,471,400 | ||
Class A Preferred Units | |||
Preferred Units [Line Items] | |||
Total funding commitments received | $ | $ 43 | ||
Preferred return | 8% | ||
Units authorized | 0 | 43,000,000 | 43,000,000 |
Units outstanding | 0 | 43,000,000 | 43,000,000 |
Capitalization and Management_3
Capitalization and Management Incentive Units - Class B Units (Details) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2021 USD ($) tranche shares | Dec. 02, 2021 shares | Nov. 30, 2021 shares | Sep. 30, 2021 shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | |
Class B Preferred Units | ||||||
Preferred Units [Line Items] | ||||||
Units authorized | 19,701,492 | 19,701,492 | 19,701,492 | |||
Units outstanding | 0 | 19,701,492 | 19,701,492 | 19,701,492 | 19,701,492 | 19,701,492 |
Number of tranches of units | tranche | 3 | |||||
Number of units vested | 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_4
Capitalization and Management Incentive Units - Class C Units (Details) - 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_5
Capitalization and Management Incentive Units - Class D Units (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Nov. 14, 2019 | Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred Units [Line Items] | |||||
Repayments of bridge loans | $ 8,008 | $ 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 | |||
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) - 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] | |
Granted | shares | 5,471,400 |
Outstanding, ending balance | shares | 5,471,400 |
Weighted average grant date fair value, granted | $ / shares | $ 9.20 |
Weighted average grant date fair value, ending balance | $ / shares | $ 9.20 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Class C Profits Interest Activity (Details) - 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] | |||
Outstanding, 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) | |
Outstanding, ending balance | 1,588,333 | 1,543,750 | 1,387,500 |
Weighted average grant date fair value, beginning balance | $ 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 | |
Weighted average grant date fair value, ending balance | $ 2.66 | $ 0.49 | $ 0.13 |
Performance Based units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, beginning balance | 2,575,000 | 1,625,000 | 500,000 |
Granted | 60,000 | 950,000 | 1,375,000 |
Cancelled/forfeited | (950,000) | (250,000) | |
Outstanding, ending balance | 1,685,000 | 2,575,000 | 1,625,000 |
Weighted average grant date fair value, beginning balance | $ 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 | |
Weighted average grant date fair value, ending balance | $ 0.04 | $ 0.04 | $ 0.04 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 02, 2021 shares | Dec. 02, 2021 USD ($) shares | Dec. 31, 2021 USD ($) item shares | Nov. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | 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 | $ 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 | ||||
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) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 11, 2020 | Nov. 04, 2019 | Dec. 31, 2018 |
Share-Based Compensation | |||||
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) - 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 - Com
Earnings (Loss) per Share - Computation of net loss per share (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings (Loss) per Share | ||||
Net Loss | $ (57,937,929) | $ (146,399,938) | $ (31,411,542) | $ (41,971,558) |
Net Loss Attributable to Noncontrolling Interest | (47,856,729) | |||
Net Loss Attributable to Class A Common Stockholders - Basic | (10,081,200) | |||
Net Loss Attributable to Class A Common Stockholders - Diluted | $ (10,081,200) | |||
Weighted Average Class A Common Shares Outstanding - Basic | 41,578,890 | |||
Weighted Average Class A Common Shares Outstanding - Diluted | 41,578,890 | |||
Loss per Share Attributable to Class A Common Shareholders - Basic | $ (0.24) | |||
Loss per Share Attributable to Class A Common Shareholders - Diluted | $ (0.24) |
Earnings (Loss) per Share - C_2
Earnings (Loss) per Share - Computation of diluted net loss per share (Details) | 1 Months Ended |
Dec. 31, 2021 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Diluted net income (loss) per share | 16,290,567 |
Public Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Diluted net income (loss) per share | 10,541,667 |
Private Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Diluted net income (loss) per share | 277,500 |
Restricted Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Diluted net income (loss) per share | 5,471,400 |
Class V Common | |
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 ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Premium Deficiency Reserve ("PDR") | ||
Premium Deficiency Reserve | $ 37,835,642 | $ 0 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2021 Option | |
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 |
Number of options to renew | 1 |
Extension term of lease | 5 years |
Real estate on lease | Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 8 years |
Number of options to renew | 2 |
Extension term of lease | 10 years |
Equipment on lease | Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 1 year |
Equipment on lease | Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 3 years |
Leases - Operating Lease Costs
Leases - Operating Lease Costs (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
Operating Lease Costs | $ 262,395 | $ 2,294,555 | $ 2,018,210 | $ 1,592,665 |
Leases - Lease Terms And Discou
Leases - Lease Terms And Discount Rates (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
Weighted Average Remaining Lease Term (Years) | 5 years 3 days | 3 years 8 months 26 days | ||
Weighted Average Discount Rate | 11.10% | 10.30% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor |
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 |
Leases - Current Portions Of RO
Leases - Current Portions Of ROU Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
ROU liabilities, current | $ 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 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows And Other Information (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | ||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | 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 | |
Retirement Plan | ||||
Employer contribution | $ 0 | $ 0 | $ 0 | $ 0 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interests (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 03, 2021 | |
Noncontrolling Interest [Line Items] | ||
Re-measurement adjustment recorded against fair value of redeemable noncontrolling interest | $ 0 | |
P3 Health Group, LLC | ||
Noncontrolling Interest [Line Items] | ||
Non-controlling interests, ownership percentage by noncontrolling owners | 83% | 83% |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2021 segment | |
Segment Reporting | |
Number of reportable segments | 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | 22 Months Ended | ||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) plan | Dec. 02, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2021 USD ($) | |
Loss Contingencies [Line Items] | |||||||
Number of health plans results in renegotiation | plan | 1 | ||||||
Additional payment to health plan | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | |||
Operating Expenses. | 117,650,063 | $ 707,660,010 | $ 519,651,203 | $ 185,017,783 | |||
Agreed claim settlement amount | $ 67,400,000 | ||||||
Percentage of total revenues recurring | 97% | ||||||
Renegotiation of Health Plan Agreement Due to Discrepancy [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Reduction in operating revenue | 3,600,000 | ||||||
Operating Expenses. | $ 7,000,000 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 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 | Predecessor | Predecessor | Predecessor | |
Balance at Beginning of Year | $ 23,639,987 | $ 19,354,258 | $ 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 Year | 24,110,831 | 23,639,987 | 24,110,831 | 19,354,258 | $ 14,400,045 |
Atrio | |||||
Related Party Transaction [Line Items] | |||||
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 | ||
P3 NV and KWA | |||||
Related Party Transaction [Line Items] | |||||
Advanced During Period | $ 0 | $ 0 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Variable Interest Entity [Line Items] | ||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | ||
ASSETS | ||||||
Cash | $ 140,477,586 | $ 5,300,842 | $ 36,261,104 | $ 32,592,496 | ||
Client Fees and Insurance Receivable, net | 1,090,104 | 675,954 | ||||
Prepaid Expenses and Other Current Assets | 6,959,067 | 5,192,782 | ||||
Property and Equipment, Net | 8,047,929 | 6,150,587 | ||||
TOTAL ASSETS | [1] | 2,364,108,460 | 106,435,206 | |||
LIABILITIES AND MEMBERS' DEFICIT | ||||||
Accounts Payable and Accrued Expenses | 17,730,683 | 11,793,125 | ||||
Accrued Payroll | 6,304,362 | 4,003,373 | ||||
TOTAL LIABILITIES | [1] | 299,939,734 | 145,955,087 | |||
MEMBERS' DEFICIT | 273,551,441 | (272,916,391) | (130,217,705) | (99,073,637) | $ (55,684,119) | |
TOTAL LIABILITIES AND MEMBERS' DEFICIT | 2,364,108,460 | 106,435,206 | ||||
Total Operating Revenue | 58,762,397 | 578,602,418 | 491,063,525 | 145,482,112 | ||
Expenses | 117,650,063 | 707,660,010 | 519,651,203 | 185,017,783 | ||
Net Loss | (57,937,929) | (146,399,938) | (31,411,542) | (41,971,558) | ||
VIE | ||||||
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 | ||||
Total Operating 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) | ||
[1] 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 $19.4 million of amounts due to affiliates as of December 31, 2020 as these are eliminated in consolidation and not presented within the consolidated balance sheets. See Note 28 “Variable Interest Entities.” |
Warrants (Details)
Warrants (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 USD ($) D $ / shares shares | Nov. 19, 2020 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 02, 2021 USD ($) | Dec. 31, 2020 USD ($) shares | |
Common Class A [Member] | |||||
Warrants | |||||
Warrants outstanding (shares) | 10,819,167 | 10,819,167 | |||
Warrant issued for securities | 0 | 0 | |||
Expected term of warrants | 5 years | 5 years | |||
Exercise price (in $ per share) | $ / shares | $ 11.50 | $ 11.50 | |||
Warrants outstanding | $ | $ 11,382,826 | $ 11,382,826 | |||
Gain (loss) from change in fair value of warrant liability | $ | $ 2,271,659 | $ 7,664,869 | |||
Warrants exercise period | 30 days | ||||
Threshold share price | $ / shares | $ 18 | ||||
Threshold trading days | D | 20 | ||||
Trading period | D | 30 | ||||
Warrant to purchase | 1 | 1 | |||
Class D Warrants | |||||
Warrants | |||||
Warrants outstanding (shares) | 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 | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | 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 | |||||||||||||||
Health Plan Settlement Receivables | $ 50,251,004 | $ 44,962,787 | |||||||||||||
Total Current Assets | 199,860,950 | 90,880,587 | |||||||||||||
Total Assets | [1] | 2,364,108,460 | 106,435,206 | ||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | (39,418,124) | (130,485,179) | |||||||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 2,364,108,460 | 106,435,206 | |||||||||||||
Condensed Consolidated Statement of Operations | |||||||||||||||
Total Operating Revenue | 58,762,397 | $ 578,602,418 | 491,063,525 | $ 145,482,112 | |||||||||||
Medical Expenses | 66,877,005 | 592,465,049 | 484,502,423 | 141,029,737 | |||||||||||
Operating Loss | (58,887,666) | (129,057,592) | (28,587,678) | (39,535,671) | |||||||||||
Net Loss Attributable to Noncontrolling Interest | (47,856,729) | ||||||||||||||
Condensed Consolidated Statements of Changes in Members' Deficit | |||||||||||||||
Balance at the end | 273,551,441 | (272,916,391) | (130,217,705) | (99,073,637) | |||||||||||
Condensed Consolidated Statements of Cash Flows | |||||||||||||||
Health Plan Receivables / Premiums | 3,236,036 | (2,770,246) | (27,507,240) | (9,653,991) | |||||||||||
Capitated Revenue | |||||||||||||||
Condensed Consolidated Balance Sheet | |||||||||||||||
Health Plan Settlement Receivables | 50,251,004 | 44,962,787 | |||||||||||||
Condensed Consolidated Statement of Operations | |||||||||||||||
Total Operating Revenue | 57,224,539 | 567,735,297 | 480,739,577 | 139,332,707 | |||||||||||
Other Patient Service Revenue | |||||||||||||||
Condensed Consolidated Statement of Operations | |||||||||||||||
Total Operating Revenue | $ 1,537,858 | $ 10,867,121 | 10,323,948 | $ 6,149,405 | |||||||||||
Class A Units Subject to Possible Redemption | |||||||||||||||
Condensed Consolidated Balance Sheet | |||||||||||||||
Units subject to possible redemption | 43,656,270 | ||||||||||||||
Class D Units Subject To Possible Redemption | |||||||||||||||
Condensed Consolidated Balance Sheet | |||||||||||||||
Units subject to possible redemption | $ 47,041,554 | ||||||||||||||
Class A and Class D Units | |||||||||||||||
Condensed Consolidated Statements of Changes in Members' Deficit | |||||||||||||||
Preferred return | 8% | 8% | |||||||||||||
Class A Units | |||||||||||||||
Condensed Consolidated Statements of Changes in Members' Deficit | |||||||||||||||
Preferred return | 8% | 8% | 8% | 8% | 8% | 8% | 8% | 8% | 8% | 8% | |||||
As Previously Reported | |||||||||||||||
Condensed Consolidated Balance Sheet | |||||||||||||||
Health Plan Settlement Receivables | $ 3,687,918 | $ 38,429,833 | |||||||||||||
Total Current Assets | 78,762,484 | 84,347,633 | |||||||||||||
Total Assets | 94,189,692 | 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 | ||||||||
Class A Preferred Returns | 6,594,660 | 5,632,496 | 4,705,644 | 5,632,496 | 6,594,660 | 3,815,034 | 430,230 | ||||||||
Accumulated Equity-Based Compensation | 2,747,960 | 2,392,875 | 1,829,084 | 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) | (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) | (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 | |||||||||||||
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 | |||||
Net Loss Attributable to Noncontrolling 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 Statements 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 | (146,395,455) | (69,173,164) | (179,246,686) | (84,110,848) | (97,661,735) | (55,932,434) | |||
Condensed Consolidated Statements 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 | |||||||
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 | 226,557,015 | 447,137,121 | 351,018,290 | 471,551,241 | 138,727,943 | ||||
Interest Expense, net | 294,860,130 | ||||||||||||||
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 | |||
As Previously Reported | Class D Units Subject To Possible Redemption | |||||||||||||||
Condensed Consolidated Balance Sheet | |||||||||||||||
Units subject to possible redemption | 54,936,716 | 53,784,760 | 52,675,137 | 53,784,760 | 54,936,716 | 51,608,900 | 47,556,622 | ||||||||
As Previously Reported | Class A and Class D Units | |||||||||||||||
Condensed Consolidated Statements of Changes in Members' Deficit | |||||||||||||||
Preferred Return(s) at 8% | 7,437,080 | 945,298 | |||||||||||||
As Previously Reported | Class A Units | |||||||||||||||
Condensed Consolidated Statements 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 | |||||
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 | 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) | (23,429,094) | (26,231,059) | (18,187,381) | (13,880,310) | ||||||||
Condensed Consolidated Statement of Operations | |||||||||||||||
Net Loss Attributable to Noncontrolling 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) | |||||
Preferred Returns Adjustments | |||||||||||||||
Condensed Consolidated Balance Sheet | |||||||||||||||
Class A Preferred Returns | (6,594,660) | (5,632,496) | (4,705,644) | (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 | 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 Statements 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) | 6,743,106 | 2,539,562 | 7,895,167 | 3,558,027 | 4,567,346 | 515,068 | |||
Condensed Consolidated Statements 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) | |||||||
Preferred Returns Adjustments | Class D Units Subject To Possible Redemption | |||||||||||||||
Condensed Consolidated Balance Sheet | |||||||||||||||
Units subject to possible redemption | (7,895,162) | (6,743,207) | (5,633,583) | (6,743,207) | (7,895,162) | (4,567,346) | (515,068) | ||||||||
Preferred Returns Adjustments | Class A and Class D Units | |||||||||||||||
Condensed Consolidated Statements of Changes in Members' Deficit | |||||||||||||||
Preferred Return(s) at 8% | (7,437,080) | (945,298) | |||||||||||||
Preferred Returns Adjustments | Class A Units | |||||||||||||||
Condensed Consolidated Statements 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) | |||||
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) | ||||||||
Accumulated Equity-Based Compensation | (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) | ||||||||
Condensed Consolidated Statements 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 | (43,656,170) | (43,656,272) | (43,656,331) | (43,656,271) | (43,656,270) | (43,656,271) | |||
Class A Units Adjustment | Class A Units Subject to Possible Redemption | |||||||||||||||
Condensed Consolidated Balance Sheet | |||||||||||||||
Units subject to possible redemption | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | ||||||||
Revenue Adjustment | |||||||||||||||
Condensed Consolidated Balance Sheet | |||||||||||||||
Health Plan Settlement Receivables | 6,532,954 | 6,532,954 | |||||||||||||
Total Current Assets | 6,532,954 | 6,532,954 | |||||||||||||
Total Assets | 6,532,954 | 6,532,954 | |||||||||||||
Accumulated Deficit (formerly Accumulated Loss from Controlling Interests) | 6,532,954 | 6,532,954 | |||||||||||||
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) | 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 Statements 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 | |||||||||||||
Condensed Consolidated Statements of Cash Flows | |||||||||||||||
Net Loss | 6,532,955 | 6,532,953 | 6,532,954 | ||||||||||||
Health Plan Receivables / Premiums | 6,532,953 | 6,532,954 | |||||||||||||
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 | 908,759 | (3,539,071) | 1,630,111 | 9,188,336 | 604,764 | ||||
Interest Expense, net | (4,335,073) | ||||||||||||||
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) | |||
As Restated | |||||||||||||||
Condensed Consolidated Balance Sheet | |||||||||||||||
Health Plan Settlement Receivables | 10,220,872 | 44,962,787 | |||||||||||||
Total Current Assets | 85,295,438 | 90,880,587 | |||||||||||||
Total Assets | 100,722,646 | 106,435,206 | |||||||||||||
Accumulated Equity-Based Compensation | 1,826,868 | 1,471,783 | 907,992 | 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) | (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 | |||||||||||||
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 Statements 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 | (183,308,519) | (110,289,874) | (215,007,850) | (124,209,092) | (130,217,705) | (99,073,637) | |||
Condensed Consolidated Statements 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) | |||||||||||||
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 | 227,465,774 | 443,598,050 | 352,648,401 | 480,739,577 | 139,332,707 | ||||
Interest Expense, net | 290,525,057 | ||||||||||||||
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 | |||
As Restated | Class A Units Subject to Possible Redemption | |||||||||||||||
Condensed Consolidated Balance Sheet | |||||||||||||||
Units subject to possible redemption | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | 43,656,270 | ||||||||
As Restated | Class D Units Subject To Possible Redemption | |||||||||||||||
Condensed Consolidated Balance Sheet | |||||||||||||||
Units subject to possible redemption | $ 47,041,554 | $ 47,041,553 | $ 47,041,554 | $ 47,041,553 | $ 47,041,554 | $ 47,041,554 | $ 47,041,554 | ||||||||
[1] 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 $19.4 million of amounts due to affiliates as of December 31, 2020 as these are eliminated in consolidation and not presented within the consolidated balance sheets. See Note 28 “Variable Interest Entities.” |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
May 18, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Dec. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsequent Event [Line Items] | ||||||
Impairment charges | $ 0 | $ 851,500,000 | $ 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 |