P3 Health Partners (PIII) 10-Q 7 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 01, 2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001832511
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A Common Stock
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		114,249,272
Warrants
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	PIIIW
Security Exchange Name	NASDAQ
Class V Common Stock
Entity Common Stock, Shares Outstanding		198,427,339

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands		Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash		$ 59,924	$ 17,537
Restricted cash		5,575	920
Health plan receivable, net of allowance for credit losses of $150 and $0, respectively		102,482	72,092
Clinic fees, insurance and other receivable		1,937	7,500
Prepaid expenses and other current assets		2,231	2,643
TOTAL CURRENT ASSETS		172,149	100,692
Property and equipment, net		9,521	8,839
Intangible assets, net		709,018	751,050
Other long-term assets		18,271	15,990
TOTAL ASSETS	[1]	908,959	876,571
CURRENT LIABILITIES:
Accounts payable		9,196	11,542
Accrued expenses and other current liabilities		22,471	16,647
Accrued payroll		5,138	8,224
Health plans settlements payable		6,878	13,608
Claims payable		158,528	151,207
Premium deficiency reserve		29,503	26,375
Accrued interest		18,686	14,061
TOTAL CURRENT LIABILITIES		250,400	241,664
Operating lease liability		11,796	11,516
Warrant liabilities		2,599	1,517
Contingent consideration		4,907	4,794
Long-term debt, net		108,188	94,421
TOTAL LIABILITIES	[1]	377,890	353,912
COMMITMENTS AND CONTINGENCIES (Note 12)
Redeemable non-controlling interest		667,235	516,805
STOCKHOLDERS’ (DEFICIT) EQUITY:
Additional paid in capital		192,389	315,375
Accumulated deficit		(328,586)	(309,545)
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY		(136,166)	5,854
TOTAL LIABILITIES, MEZZANINE EQUITY & STOCKHOLDERS’ (DEFICIT) EQUITY		908,959	876,571
Class A Common Stock
STOCKHOLDERS’ (DEFICIT) EQUITY:
Common stock		11	4
Class V Common Stock
STOCKHOLDERS’ (DEFICIT) EQUITY:
Common stock		$ 20	$ 20
[1]The Company’s condensed consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 13 “Variable Interest Entities,” P3 LLC is itself a VIE. P3 LLC represents substantially all the assets and liabilities of the Company. As a result, the language and amounts below refer only to VIEs held at the P3 LLC level. The condensed consolidated balance sheets include total assets that can be used only to settle obligations of the P3 LLC’s VIEs totaling $10.6 million and $3.1 million as of June 30, 2023 and December 31, 2022, respectively, and total liabilities of the P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $14.5 million and $9.9 million as of June 30, 2023 and December 31, 2022, respectively. These VIE assets and liabilities do not include $44.6 million and $33.0 million of net amounts due to affiliates as of June 30, 2023 and December 31, 2022, respectively, as these are eliminated in consolidation and not presented within the condensed consolidated balance sheets. See Note 13 “Variable Interest Entities.”

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Health plan receivable, allowance for credit loss	$ 150	$ 0
Clinic fees, insurance and other receivable	1,937	7,500
Related Party
Accounts payable, other	44,600	33,000
Variable Interest Entity, Primary Beneficiary
Clinic fees, insurance and other receivable	114	1,178
Assets to settle obligations	10,600	3,100
Liabilities without recourse to company assets	$ 14,500	$ 9,900
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	800,000,000	800,000,000
Common stock, shares issued (in shares)	114,098,000	41,579,000
Common stock, shares outstanding (in shares)	114,098,000	41,579,000
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	205,000,000	205,000,000
Common stock, shares issued (in shares)	198,505,000	201,592,000
Common stock, shares outstanding (in shares)	198,505,000	201,592,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
OPERATING REVENUE:
TOTAL OPERATING REVENUE	$ 329,086	$ 269,454	$ 631,163	$ 542,998
OPERATING EXPENSE:
Medical expense	302,271	267,448	587,841	533,269
Premium deficiency reserve	(2,012)	(1,490)	3,128	(2,814)
Corporate, general and administrative expense	27,223	41,099	64,866	79,697
Sales and marketing expense	857	1,408	1,858	2,273
Depreciation and amortization	21,780	21,720	43,320	43,472
Goodwill impairment	0	851,456	0	851,456
TOTAL OPERATING EXPENSE	350,119	1,181,641	701,013	1,507,353
OPERATING LOSS	(21,033)	(912,187)	(69,850)	(964,355)
OTHER INCOME (EXPENSE):
Interest expense, net	(3,851)	(2,700)	(7,937)	(5,455)
Mark-to-market of stock warrants	(1,731)	11,815	(1,082)	5,954
Other	(741)	(34)	(645)	(40)
TOTAL OTHER EXPENSE	(6,323)	9,081	(9,664)	459
LOSS BEFORE INCOME TAXES	(27,356)	(903,106)	(79,514)	(963,896)
PROVISION FOR INCOME TAXES	(226)	0	(516)	0
NET LOSS	(27,582)	(903,106)	(80,030)	(963,896)
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NON-CONTROLLING INTEREST	(17,766)	(748,756)	(61,015)	(798,969)
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST	$ (9,816)	$ (154,350)	$ (19,015)	$ (164,927)
NET LOSS PER SHARE (Note 9):
Basic (in dollars per share)	$ (0.09)	$ (3.71)	$ (0.25)	$ (3.97)
Diluted (in dollars per share)	$ (0.09)	$ (3.73)	$ (0.29)	$ (4.01)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 9):
Basic (in shares)	107,454	41,579	74,699	41,579
Diluted (in shares)	107,454	242,053	276,028	240,362
Capitated revenue
OPERATING REVENUE:
TOTAL OPERATING REVENUE	$ 325,616	$ 267,102	$ 624,320	$ 536,787
Other patient service revenue
OPERATING REVENUE:
TOTAL OPERATING REVENUE	$ 3,470	$ 2,352	$ 6,843	$ 6,211

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY AND MEZZANINE EQUITY - USD ($) $ in Thousands	Total	Cumulative adjustment due to adoption of new credit loss standard	Class A Common Stock	Class V Common Stock	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Additional Paid in Capital	Accumulated Deficit	Accumulated Deficit Cumulative adjustment due to adoption of new credit loss standard
Increase (Decrease) in Stockholders' Equity
Beginning balance	$ 273,552				$ 4	$ 20	$ 312,946	$ (39,418)
Beginning balance at Dec. 31, 2021	1,790,617
Increase (Decrease) in Temporary Equity
Equity-based compensation	11,711
Net loss	(50,213)
Ending balance at Mar. 31, 2022	1,752,115
Beginning balance (in shares) at Dec. 31, 2021					41,579,000	196,554,000
Increase (Decrease) in Stockholders' Equity
Vesting of Class V common stock awards (in shares)						549,000
Vesting of Class V common stock awards	0
Equity-based compensation	0
Net loss	(10,577)							(10,577)
Ending balance at Mar. 31, 2022	262,975				$ 4	$ 20	312,946	(49,995)
Ending balance (in shares) at Mar. 31, 2022					41,579,000	197,103,000
Beginning balance at Dec. 31, 2021	1,790,617
Ending balance at Dec. 31, 2022	$ 516,805	$ (124)
Increase (Decrease) in Temporary Equity
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-13 [Member]
Beginning balance (in shares) at Dec. 31, 2021					41,579,000	196,554,000
Ending balance at Dec. 31, 2022	$ 5,854	(26)			$ 4	$ 20	315,375	(309,545)	$ (26)
Ending balance (in shares) at Dec. 31, 2022			41,579,000	201,592,000	41,579,000	201,592,000
Increase (Decrease) in Stockholders' Equity
Beginning balance	262,975				$ 4	$ 20	312,946	(49,995)
Beginning balance at Mar. 31, 2022	1,752,115
Increase (Decrease) in Temporary Equity
Equity-based compensation	3,716
Net loss	(748,756)
Ending balance at Jun. 30, 2022	1,007,075
Beginning balance (in shares) at Mar. 31, 2022					41,579,000	197,103,000
Increase (Decrease) in Stockholders' Equity
Vesting of Class V common stock awards (in shares)						4,320,000
Vesting of Class V common stock awards	0
Equity-based compensation	0
Net loss	(154,350)							(154,350)
Ending balance at Jun. 30, 2022	108,625				$ 4	$ 20	312,946	(204,345)
Ending balance (in shares) at Jun. 30, 2022					41,579,000	201,423,000
Increase (Decrease) in Stockholders' Equity
Beginning balance	108,625				$ 4	$ 20	312,946	(204,345)
Beginning balance	5,854	(26)			$ 4	$ 20	315,375	(309,545)	$ (26)
Beginning balance at Dec. 31, 2022	516,805	$ (124)
Increase (Decrease) in Temporary Equity
Equity-based compensation	291
Net loss	(43,249)
Ending balance at Mar. 31, 2023	473,723
Beginning balance (in shares) at Dec. 31, 2022			41,579,000	201,592,000	41,579,000	201,592,000
Increase (Decrease) in Stockholders' Equity
Vesting of Class V common stock awards (in shares)						275,000
Vesting of Class V common stock awards	0
Equity-based compensation	686						686
Net loss	(9,199)							(9,199)
Ending balance at Mar. 31, 2023	(2,685)				$ 4	$ 20	316,061	(318,770)
Ending balance (in shares) at Mar. 31, 2023					41,579,000	201,867,000
Increase (Decrease) in Stockholders' Equity
Beginning balance	(2,685)				$ 4	$ 20	316,061	(318,770)
Equity-based compensation	291
Fair value adjustment to redeemable non-controlling interest	330,617
Remeasurement adjustment to redeemable non-controlling interest resulting from ownership changes	(119,630)
Net loss	(17,766)
Ending balance at Jun. 30, 2023	667,235
Increase (Decrease) in Stockholders' Equity
Exchanges of redeemable non-controlling interests for Class A common stock (in shares)					3,362,000	(3,362,000)
Exchanges of redeemable non-controlling interests for Class A common stock	0
Equity-based compensation	740						740
Fair value adjustment to redeemable non-controlling interest	(330,617)						(330,617)
Remeasurement adjustment to redeemable non-controlling interest resulting from ownership changes	119,630						119,630
Private placement, net of offering costs (in shares)					69,157,000
Private placement, net of offering costs	86,582				$ 7		86,575
Net loss	(9,816)							(9,816)
Ending balance at Jun. 30, 2023	(136,166)				$ 11	$ 20	192,389	(328,586)
Ending balance (in shares) at Jun. 30, 2023			114,098,000	198,505,000	114,098,000	198,505,000
Increase (Decrease) in Stockholders' Equity
Beginning balance	$ (136,166)				$ 11	$ 20	$ 192,389	$ (328,586)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS	$ (80,030)	$ (963,896)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	43,320	43,472
Equity-based compensation	2,008	15,427
Goodwill impairment	0	851,456
Amortization of original issue discount and debt issuance costs	340	0
Accretion of contingent consideration	113	188
Mark-to-market adjustment of stock warrants	1,082	(5,954)
Premium deficiency reserve	3,128	(2,814)
Changes in assets and liabilities:
Health plan receivable	(30,540)	(49,555)
Clinic fees, insurance, and other receivable	5,563	(376)
Prepaid expenses and other current assets	139	1,890
Other long-term assets	(1,289)	0
Accounts payable, accrued expenses, and other current liabilities	1,924	1,163
Accrued payroll	(3,086)	(3,041)
Health plan settlements payable	(6,730)	(4,526)
Claims payable	7,321	37,364
Accrued interest	4,625	2,559
Operating lease liability	(452)	3,555
Net cash used in operating activities	(52,564)	(73,088)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(1,652)	(1,401)
Net cash used in investing activities	(1,652)	(1,401)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt, net of original issuance discount	14,102	0
Proceeds from private placement offering, net of offering costs paid	87,329	0
Repayment of long-term debt	0	(2,446)
Payment of debt issuance costs	(173)	0
Net cash provided by (used in) financing activities	101,258	(2,446)
Net change in cash and restricted cash	47,042	(76,935)
Cash and restricted cash, beginning of period	18,457	140,834
Cash and restricted cash, end of period	$ 65,499	$ 63,899

Organization

Organization	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Note 1: Organization Description of Business P3 Health Partners Inc. (“P3”), f/k/a Foresight Acquisition Corp., is a patient-centered and physician-led population health management company and, for accounting purposes, the successor to P3 Health Group Holdings, LLC and its subsidiaries (collectively, “P3 LLC,” and together with P3, the “Company”). P3 LLC 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”), P3 and P3 LLC consummated a series of business combinations pursuant to which, among other things, P3 LLC merged with and into FAC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”) (the “P3 Merger”), with Merger Sub as the surviving company, which was renamed P3 LLC, and FAC-A Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of P3, FAC-B Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the P3 (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 P3 (collectively, the “Business Combinations”). Upon completion of the Business Combinations (the “Closing”), the Company was organized in an “Up-C” structure in which P3 directly owned approximately 17.1% of the common units of P3 LLC (“Common Units”) and became the sole manager of P3 LLC. Following the Closing, substantially all of the Company’s assets are held and operations are conducted by P3 LLC, and P3’s only assets are equity interests in P3 LLC. The Company’s contracts with health plans are based on an at-risk shared savings model. Under this model, the Company is financially responsible for the cost of all contractually covered services provided to members assigned to the Company by health plans in exchange for a fixed monthly “capitation” payment, which is generally a percentage of the payment health plans receive from CMS. Under this arrangement, Medicare beneficiaries generally receive all their healthcare coverage through the Company’s network of employed and affiliated physicians and specialists (except for emergency situations). The services provided to health plans’ members vary by contract. These may include utilization management, care management, disease education, and maintenance of a quality improvement and quality management program for members assigned to the Company. The Company is also responsible for the credentialing of its providers, processing and payment of claims, and the establishment of a provider network for certain health plans. In addition to the Company’s contracts with health plans, 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.

Going Concern and Liquidity

Going Concern and Liquidity	6 Months Ended
	Jun. 30, 2023
Going Concern and Liquidity
Going Concern and Liquidity	Note 2: Going Concern and Liquidity The accompanying unaudited interim 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 net losses of $27.6 million and $903.1 million for the three months ended June 30, 2023 and 2022, respectively, and $80.0 million and $963.9 million for the six months ended June 30, 2023 and 2022, respectively. Such losses were primarily the result of goodwill impairment loss, net increases in certain noncash expenses including depreciation and amortization, equity-based compensation, mark-to-market adjustments for warrants and premium deficiency reserves with respect to the three and six months ended June 30, 2022, as well as costs incurred in adding new members, building relationships with physician partners and payors, and developing new services. The Company anticipates operating losses and negative cash flows to continue for the foreseeable future as it continues to grow membership. As of June 30, 2023 and December 31, 2022, the Company had $59.9 million and $17.5 million, 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 the Company’s growth, its ability to manage medical costs, the maturity of its

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3: Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations dealing with interim financial statements. Management believes the accompanying condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of periods presented. The consolidated operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or for any other future annual or interim period. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and all significant intercompany transactions and balances have been eliminated. The Company periodically evaluates entities for consolidation either through ownership of a majority voting interest, or through means other than voting interest, in accordance with the Variable Interest Entity (“VIE”) accounting model. This evaluation includes a qualitative review of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. The Company consolidates a VIE when it has a variable interest that provides it with a controlling financial interest in the VIE, referred to as the primary beneficiary of the VIE. As the sole managing manager of P3 LLC, P3 has the right to direct the most significant activities of P3 LLC and the obligation to absorb losses and receive benefits. 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. Accordingly, P3 identifies itself as the primary beneficiary of P3 LLC and began consolidating P3 LLC as of the Closing Date resulting in a non-controlling interest related to the Common Units held by members other than P3. Additionally, as more fully described in Note 13 “Variable Interest Entities,” P3 LLC is the primary beneficiary of the following physician practices (collectively, the “Network”): • Kahan, Wakefield, Abdou, PLLC • Bacchus, Wakefield, Kahan, PC • P3 Health Partners Professional Services P.C. • P3 Medical Group, P.C. • P3 Health Partners California, P.C. (f/k/a Omni IPA Medical Group, Inc.) Comprehensive Loss Comprehensive loss includes net loss to common stockholders as well as other changes in equity that result from transactions and economic events other than those with stockholders. There was no difference between comprehensive loss and net loss to common stockholders for the periods presented. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that could affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to allowance for credit losses, revenue recognition, the liability for unpaid claims, equity-based compensation, premium deficiency reserves (“PDR”), fair value and impairment recognition of long-lived and indefinite-lived assets (including intangibles), fair value of liability classified instruments, and judgments related to deferred income taxes. The Company bases its estimates on the best information available at the time, its experiences, and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. Significant Accounting Policies A description of the Company’s significant accounting policies is included in the audited consolidated financial statements within Annual Report on Form 10-K for the year ended December 31, 2022. No other changes to significant accounting policies have occurred since December 31, 2022, with the exception of those detailed below. Revenue Recognition The Company categorizes revenue based on various factors such as the nature of contracts as follows: Revenue Type Three Months Ended % of Total Three Months Ended % of Total (dollars in thousands) Capitated revenue $ 325,616 98.9 % $ 267,102 99.1 % Other patient service revenue: Clinic fees and insurance 1,164 0.4 265 0.1 Shared risk — — 55 — Care coordination / management fees 2,065 0.6 762 0.3 Incentive fees 241 0.1 1,270 0.5 Total other patient service revenue 3,470 1.1 2,352 0.9 Total revenue $ 329,086 100.0 % $ 269,454 100.0 % Revenue Type Six Months Ended % of Total Six Months Ended % of Total (dollars in thousands) Capitated revenue $ 624,320 98.9 % $ 536,787 98.9 % Other patient service revenue: Clinic fees and insurance 2,644 0.4 2,147 0.4 Shared risk — — 55 — Care coordination / management fees 3,915 0.6 2,683 0.5 Incentive fees 284 0.1 1,326 0.2 Total other patient service revenue 6,843 1.1 6,211 1.1 Total revenue $ 631,163 100.0 % $ 542,998 100.0 % During the three months ended June 30, 2023 and 2022, four health plan customers each accounted for 10% or more of total revenue and collectively comprised 62% and 68% of the Company’s total revenue, respectively. During each of the six months ended June 30, 2023 and 2022, four health plan customers each accounted for 10% or more of total revenue and collectively comprised 62% and 68% of the Company’s total revenue, respectively. Three health plan customers accounted for 10% or more of total health plan receivable each as of June 30, 2023 and December 31, 2022. Reclassifications Certain amounts in the accompanying condensed consolidated financial statements and accompanying notes have been reclassified to be consistent with the current period presentation. These reclassifications had no impact on the Company’s financial condition, results of operations, or net cash flows.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Note 4: Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) Accounting Standards Update (“ASU”) 2016-13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new current expected credit losses model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. In April 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-04, which, among other amendments, allows for certain policy elections and practical expedients related to accrued interest on financial instruments. In May 2019, the FASB issued ASU 2019-05, which granted targeted transition relief by allowing entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost. In November 2019, the FASB issued ASU 2019-10 and ASU 2019-11, which addressed certain aspects of the guidance related to effective dates, expected recoveries, troubled debt restructurings, accrued interest receivables, and financial assets secured by collateral. ASU 2016‑13 is effective for fiscal years beginning after December 15, 2022. The Company adopted ASU 2016-13 and related amendments as of January 1, 2023 on a modified retrospective basis. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts as if it had originated the contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. Upon adoption, the Company will apply this guidance to future business combinations. 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 (“ASU 2020-06”) ASU 2020-06 eliminates two of the three models in ASC 470-20 that require issuers to separately account for embedded conversion features and eliminates some of the requirements for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and generally requires them to include the effect of potential share settlement for instruments that may be settled in cash or shares. It is effective for annual periods beginning after December 15, 2023, and interim periods therein. Early adoption is permitted, but the Company must adopt the guidance as of the beginning of a fiscal year. The Company is evaluating the effect ASU 2020-06 will have on its financial statements and related disclosures.

Fair Value Measurements and Hie

Fair Value Measurements and Hierarchy	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements and Hierarchy	Note 5: Fair Value Measurements and Hierarchy Information about the Company’s financial liabilities measured at fair value on a recurring basis is presented below: Level 1 Level 2 Level 3 Total (in thousands) Warrant liability as of June 30, 2023 $ 2,532 $ — $ 67 $ 2,599 Warrant liability as of December 31, 2022 $ 1,477 $ — $ 40 $ 1,517 The key Level 3 inputs into the option pricing model related to the private placement warrants to purchase Class A common stock were as follows: June 30, 2023 December 31, 2022 Volatility 52.0% 55.0% Risk-free interest rate 4.5% 4.1% Exercise price $ 11.50 $ 11.50 Expected term 3.4 years 3.9 years The following tables set forth a summary of changes in the fair value of the Company’s private placement warrants to purchase Class A common stock, which are considered to be Level 3 fair value measurements: Six Months Ended June 30, 2023 2022 (in thousands) Beginning balance $ 40 $ 502 Mark-to-market adjustment 27 (344) Ending balance $ 67 $ 158

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 6: Property and Equipment The Company’s property and equipment balances consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Leasehold improvements $ 1,606 $ 1,810 Furniture and fixtures 1,169 1,262 Computer equipment and software 3,694 3,206 Medical equipment 1,089 1,067 Software (development in process) 3,775 3,460 Vehicles 654 618 Other 1,337 37 13,324 11,460 Less: accumulated depreciation (3,803) (2,621) Property and equipment, net $ 9,521 $ 8,839 Total depreciation of property and equipment was $0.6 million for each of the three months ended June 30, 2023 and 2022 and $1.2 million for each of the six months ended June 30, 2023 and 2022.

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2023
Intangible Assets
Intangible Assets	Note 7: Intangible Assets Intangible assets, net consisted of the following: June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Indefinite lived intangible assets: Medical licenses $ 700 $ — $ 700 $ 700 $ — $ 700 Definite lived intangible assets: Customer relationships 684,000 (108,300) 575,700 684,000 (74,100) 609,900 Trademarks 148,635 (24,061) 124,574 148,635 (16,704) 131,931 Payor contracts 4,700 (705) 3,995 4,700 (470) 4,230 Provider network 4,800 (751) 4,049 4,800 (511) 4,289 Total $ 842,835 $ (133,817) $ 709,018 $ 842,835 $ (91,785) $ 751,050

Debt

Debt	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Debt	Note 8: Debt Long-term debt consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Repurchase promissory note, interest paid at 11.0%, due June 2026 $ 15,000 $ 15,000 Term loan facility, interest paid at 12.0%, due December 2025 65,000 65,000 Unsecured promissory note, interest paid at 14.0%, due May 2026 29,102 15,000 Long-term debt, gross 109,102 95,000 Less: unamortized debt issuance costs and original issue discount (914) (579) 108,188 94,421 Less: current portion of long-term debt — — Long-term debt, net $ 108,188 $ 94,421 The Company was in compliance with its covenants under the term loan facility and the unsecured promissory note as of June 30, 2023; however, there can be no assurance that the Company will be able to maintain compliance with these covenants in the future or that the lenders under the term loan facility and the unsecured promissory note or the lenders of any future indebtedness the Company may incur will grant any such waiver or forbearance in the future.

Net Loss per Share

Net Loss per Share	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Net Loss per Share	Note 9: Net Loss per Share The following table provides the computation of basic and diluted net loss per share: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands, except per share data) Numerator–basic: Net loss attributable to Class A common stockholders–basic $ (9,816) $ (154,350) $ (19,015) $ (164,927) Numerator–diluted: Net loss attributable to Class A common stockholders–basic $ (9,816) $ (154,350) $ (19,015) $ (164,927) Effective of dilutive securities: Shares of Class V common stock — (748,756) (61,015) (798,969) Net loss attributable to Class A common stockholders–diluted $ (9,816) $ (903,106) $ (80,030) $ (963,896) Denominator–basic: Weighted average Class A common shares outstanding–basic 107,454 41,579 74,699 41,579 Net loss per share attributable to Class A common stockholders–basic $ (0.09) $ (3.71) $ (0.25) $ (3.97) Denominator–diluted: Weighted average Class A common shares outstanding–basic 107,454 41,579 74,699 41,579 Weighted average effect of dilutive securities: Shares of Class V common stock — 200,474 201,329 198,783 Weighted average shares outstanding–diluted 107,454 242,053 276,028 240,362 Net loss per share attributable to Class A common stockholders–diluted $ (0.09) $ (3.73) $ (0.29) $ (4.01) Shares of Class V common stock do not share in the earnings or losses of P3 Health Partners, Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted net income per share for Class V common stock under the two-class method is not required. 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. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Stock warrants (1) 81,938 10,819 81,938 10,819 Stock options (1) 5,924 2,134 5,924 2,134 Restricted stock units (1) 1,250 — 1,250 — Restricted stock awards (1) 250 — 250 — Shares of Class V common stock (2) 198,610 602 — 602 Total 287,972 13,555 89,362 13,555 ____________________ (1) Represents the number of instruments outstanding at the end of the period. Application of the treasury stock method would reduce this amount if they had a dilutive effect and were included in the computation of diluted net loss per share. (2) Shares of Class V common stock at the end of the period, including shares tied to unvested Common Units, are considered potentially dilutive shares of Class A common stock under the application of the if-converted method.

Redeemable Non-controlling Inte

Redeemable Non-controlling Interest	6 Months Ended
	Jun. 30, 2023
Noncontrolling Interest [Abstract]
Redeemable Non-controlling Interest	Note 10: Redeemable Non-controlling Interest Non-controlling interest represents the portion of P3 LLC that the Company controls and consolidates but does not own (i.e., the Common Units held directly by the equity holders other than the Company). The ownership of the Common Units is summarized as follows: June 30, 2023 December 31, 2022 Units (in thousands) Ownership % Units (in thousands) Ownership % P3 Health Partners Inc. ’ s ownership of Common Units 114,098 36.5 % 41,579 17.1 % Non-controlling interest holders ’ ownership of Common Units 198,505 63.5 % 201,592 82.9 % Total Common Units 312,603 100.0 % 243,171 100.0 % During the six months ended June 30, 2023, there were an aggregate of 3.4 million shares of Class A common stock issued to P3 LLC members in connection with such members’ redemptions of an equivalent number of Common Units and corresponding cancellation and retirement of an equivalent number of Class V common stock. Such retired shares of Class V common stock may not be reissued. The redemptions occurred pursuant to the terms of the P3 LLC Amended & Restated Limited Liability Agreement dated as of the Closing Date (“P3 LLC A&R LLC Agreement”). There was no Common Unit exchange or redemption activity during the six months ended June 30, 2022. As of June 30, 2023, the Company recorded a remeasurement adjustment of $330.6 million to reflect redeemable non-controlling interest at fair value (i.e., based on the five-day volume weighted average price of a share of Class A common stock) at the end of the reporting period. The offset of the fair value adjustment was recorded to additional paid in capital. As of June 30, 2022, there was no remeasurement adjustment recorded as the fair value of redeemable non-controlling interest was lower than the initial value.

Segment Reporting

Segment Reporting	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Segment Reporting	Note 11: Segment Reporting The Company’s operations are organized under one reportable segment. The Chief Executive Officer, who is the Company’s CODM, manages the Company’s operations and reviews financial information on a consolidated basis. Decisions regarding resource allocation and assessment of profitability are 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 revenue was earned in the United States. Likewise, all the Company’s long-lived assets were located in the United States.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 12: Commitments and Contingencies In 2021, a discrepancy was identified in the service agreement with one of the Company’s health plans resulting in a renegotiation of the agreement. In January 2023, the renegotiation was settled and the Company reflected the known settlement of $5.0 million within health plan settlements payable as of December 31, 2022. The remaining settlement balance of $4.4 million is recorded within health plan settlements payable as of June 30, 2023.

Variable Interest Entities

Variable Interest Entities	6 Months Ended
	Jun. 30, 2023
Variable Interest Entities
Variable Interest Entities	Note 13: Variable Interest Entities P3 LLC has Management Services Agreements (“MSAs”) and deficit funding agreements with the Network. The MSAs provide that the P3 LLC 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, P3 LLC is obligated to advance funds, as needed, to support the Network’s working capital needs to the extent operating expenses exceed gross revenue. These advances accrue interest at a rate of prime plus 2%. Net advances made to the Network and accrued interest on those advances are presented within due to consolidated entities of P3 in the table below. Additionally, P3 LLC entered into stock transfer restriction agreements with the practice shareholders of the Network, which, by way of a call option, unequivocally permit P3 LLC to appoint successor physicians if a practice shareholder vacates their ownership position. Accordingly, P3 LLC identifies itself as the primary beneficiary of the Network. Practice shareholders, who are employees of P3 LLC, retain equity ownership in the Network, which represents nominal non-controlling interests; however, the non-controlling interests do not participate in the profit or loss of the Network. 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 VIEs do not have recourse to the net assets of P3 LLC. Since P3 LLC represents substantially all the assets and liabilities of the Company, the following tables provide a summary of the assets, liabilities, and operating performance of only VIEs held at the P3 LLC level. June 30, 2023 December 31, 2022 (in thousands) ASSETS Cash $ 9,073 $ 1,759 Clinic fees, insurance and other receivable 114 1,178 Prepaid expenses and other current assets 1,256 121 Property and equipment, net 7 44 Other long-term assets 107 — Due from consolidated entities of P3 76 3,012 TOTAL ASSETS $ 10,633 $ 6,114 LIABILITIES AND MEMBERS’ DEFICIT Accounts payable $ 4,140 $ 7,800 Accrued expenses and other current liabilities 771 262 Accrued payroll 2,221 1,885 Claims payable 6,409 — Other long-term liabilities 969 — Due to consolidated entities of P3 44,630 36,025 TOTAL LIABILITIES 59,140 45,972 MEMBERS’ DEFICIT (48,507) (39,858) TOTAL LIABILITIES AND MEMBERS’ DEFICIT $ 10,633 $ 6,114 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Revenue $ 9,511 $ 12,955 $ 20,350 $ 25,869 Expense 11,847 16,057 25,522 30,977 Net loss $ (2,336) $ (3,102) $ (5,172) $ (5,108)

Capitalization

Capitalization	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Capitalization	Note 14: Capitalization On April 6, 2023, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated March 30, 2023 with the purchasers named therein (the “Purchasers”), which included certain affiliated entities of Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF”), and the Company’s Chief Medical Officer and member of the Company’s board of directors, the Company issued 79.9 million units at a price of approximately $1.12 per unit for institutional investors, and a purchase price of approximately $1.19 per unit for employees and consultants. Each unit consists of one share of Class A common stock and 0.75 of a warrant to purchase one share of Class A common stock at an exercise price of $1.13. Certain institutional investors elected to receive pre-funded warrants to purchase Class A common stock in lieu of a portion of their Class A common stock. In total, the Company sold (i) an aggregate of 69.2 million shares of its Class A common stock (the “Shares”), (ii) warrants to purchase an aggregate of 59.9 million shares of Class A common stock (the “Common Warrants”), and (iii) pre-funded warrants to purchase an aggregate of 10.8 million shares of Class A common stock (the “Pre-Funded Warrants” and, together with the Common Warrants, the “Warrants”) for aggregate proceeds of $86.6 million, net of $2.9 million in offering costs (collectively, the “March 2023 Private Placement”). The Warrants were recorded as equity-classified financial instruments. Registration Rights Agreement On April 6, 2023, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers. Pursuant to the Registration Rights Agreement, the Company agreed to prepare a registration statement for purposes of registering the resale of the Shares and shares of common stock issuable upon exercise of the Warrants, which was filed with the SEC on May 2, 2023 and declared effective by the SEC on June 14, 2023. The Registration Rights Agreement also contains certain shelf takedown and piggyback rights. The Company has also agreed, among other things, to indemnify the Purchasers, their officers, directors, members, employees and agents, successors and assigns under the registration statement from certain liabilities and to pay all fees and expenses incident to the Company’s obligations under the Registration Rights Agreement. Letter Agreement with CPF On April 6, 2023, in connection with the Purchase Agreement, the Company entered into a letter agreement (the “Letter Agreement”) with CPF, Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF GP III”) (on behalf of the funds of which CPF is the general partner, certain funds of which CPF GP III is the general partner) and/or certain of their affiliated entities and funds (collectively, the “CPF Parties”). The Letter Agreement provides, pursuant to certain stipulations, that CPF will be entitled to designate one additional independent member of the Company’s board of directors and that CPF will be entitled to certain information rights and protective provisions. As of the date of the issuance of these financial statements, CPF has not exercised its right to designate a director under the terms of the Letter Agreement. CPF Parties also agreed to a standstill restriction from the date of the closing of the March 2023 Private Placement to June 30, 2024 that limits the ownership of the CPF Parties to 49.99% of the Company’s Class A common stock and Class V common stock.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 15: Subsequent Events In July 2023, an aggregate of 0.2 million shares of Class A common stock were issued to P3 LLC members in connection with such members’ redemptions of an equivalent number of Common Units and corresponding cancellation and retirement of an equivalent number of Class V common stock. Such retired shares of Class V common stock may not be reissued. The redemptions occurred pursuant to the terms of the P3 LLC A&R LLC Agreement.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations dealing with interim financial statements. Management believes the accompanying condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of periods presented. The consolidated operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or for any other future annual or interim period.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and all significant intercompany transactions and balances have been eliminated. The Company periodically evaluates entities for consolidation either through ownership of a majority voting interest, or through means other than voting interest, in accordance with the Variable Interest Entity (“VIE”) accounting model. This evaluation includes a qualitative review of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. The Company consolidates a VIE when it has a variable interest that provides it with a controlling financial interest in the VIE, referred to as the primary beneficiary of the VIE. As the sole managing manager of P3 LLC, P3 has the right to direct the most significant activities of P3 LLC and the obligation to absorb losses and receive benefits. 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. Accordingly, P3 identifies itself as the primary beneficiary of P3 LLC and began consolidating P3 LLC as of the Closing Date resulting in a non-controlling interest related to the Common Units held by members other than P3. Additionally, as more fully described in Note 13 “Variable Interest Entities,” P3 LLC is the primary beneficiary of the following physician practices (collectively, the “Network”): • Kahan, Wakefield, Abdou, PLLC • Bacchus, Wakefield, Kahan, PC • P3 Health Partners Professional Services P.C. • P3 Medical Group, P.C. • P3 Health Partners California, P.C. (f/k/a Omni IPA Medical Group, Inc.)
Comprehensive Loss	Comprehensive Loss Comprehensive loss includes net loss to common stockholders as well as other changes in equity that result from transactions and economic events other than those with stockholders. There was no difference between comprehensive loss and net loss to common stockholders for the periods presented.
Use of Estimates	Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that could affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to allowance for credit losses, revenue recognition, the liability for unpaid claims, equity-based compensation, premium deficiency reserves (“PDR”), fair value and impairment recognition of long-lived and indefinite-lived assets (including intangibles), fair value of liability classified instruments, and judgments related to deferred income taxes. The Company bases its estimates on the best information available at the time, its experiences, and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Significant Accounting Policies/ Recently Adopted Accounting Pronouncements/ Recent Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) Accounting Standards Update (“ASU”) 2016-13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new current expected credit losses model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. In April 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-04, which, among other amendments, allows for certain policy elections and practical expedients related to accrued interest on financial instruments. In May 2019, the FASB issued ASU 2019-05, which granted targeted transition relief by allowing entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost. In November 2019, the FASB issued ASU 2019-10 and ASU 2019-11, which addressed certain aspects of the guidance related to effective dates, expected recoveries, troubled debt restructurings, accrued interest receivables, and financial assets secured by collateral. ASU 2016‑13 is effective for fiscal years beginning after December 15, 2022. The Company adopted ASU 2016-13 and related amendments as of January 1, 2023 on a modified retrospective basis. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts as if it had originated the contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. Upon adoption, the Company will apply this guidance to future business combinations. 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 (“ASU 2020-06”) ASU 2020-06 eliminates two of the three models in ASC 470-20 that require issuers to separately account for embedded conversion features and eliminates some of the requirements for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and generally requires them to include the effect of potential share settlement for instruments that may be settled in cash or shares. It is effective for annual periods beginning after December 15, 2023, and interim periods therein. Early adoption is permitted, but the Company must adopt the guidance as of the beginning of a fiscal year. The Company is evaluating the effect ASU 2020-06 will have on its financial statements and related disclosures.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Schedule of Disaggregation of Revenue	Revenue Type Three Months Ended % of Total Three Months Ended % of Total (dollars in thousands) Capitated revenue $ 325,616 98.9 % $ 267,102 99.1 % Other patient service revenue: Clinic fees and insurance 1,164 0.4 265 0.1 Shared risk — — 55 — Care coordination / management fees 2,065 0.6 762 0.3 Incentive fees 241 0.1 1,270 0.5 Total other patient service revenue 3,470 1.1 2,352 0.9 Total revenue $ 329,086 100.0 % $ 269,454 100.0 % Revenue Type Six Months Ended % of Total Six Months Ended % of Total (dollars in thousands) Capitated revenue $ 624,320 98.9 % $ 536,787 98.9 % Other patient service revenue: Clinic fees and insurance 2,644 0.4 2,147 0.4 Shared risk — — 55 — Care coordination / management fees 3,915 0.6 2,683 0.5 Incentive fees 284 0.1 1,326 0.2 Total other patient service revenue 6,843 1.1 6,211 1.1 Total revenue $ 631,163 100.0 % $ 542,998 100.0 %

Fair Value Measurements and H_2

Fair Value Measurements and Hierarchy (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value Hierarchy for Financial Liabilities	Information about the Company’s financial liabilities measured at fair value on a recurring basis is presented below: Level 1 Level 2 Level 3 Total (in thousands) Warrant liability as of June 30, 2023 $ 2,532 $ — $ 67 $ 2,599 Warrant liability as of December 31, 2022 $ 1,477 $ — $ 40 $ 1,517
Schedule of Fair Value Measurement Inputs and Valuation Techniques	The key Level 3 inputs into the option pricing model related to the private placement warrants to purchase Class A common stock were as follows: June 30, 2023 December 31, 2022 Volatility 52.0% 55.0% Risk-free interest rate 4.5% 4.1% Exercise price $ 11.50 $ 11.50 Expected term 3.4 years 3.9 years
Schedule of Changes in the Fair Value	The following tables set forth a summary of changes in the fair value of the Company’s private placement warrants to purchase Class A common stock, which are considered to be Level 3 fair value measurements: Six Months Ended June 30, 2023 2022 (in thousands) Beginning balance $ 40 $ 502 Mark-to-market adjustment 27 (344) Ending balance $ 67 $ 158

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	The Company’s property and equipment balances consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Leasehold improvements $ 1,606 $ 1,810 Furniture and fixtures 1,169 1,262 Computer equipment and software 3,694 3,206 Medical equipment 1,089 1,067 Software (development in process) 3,775 3,460 Vehicles 654 618 Other 1,337 37 13,324 11,460 Less: accumulated depreciation (3,803) (2,621) Property and equipment, net $ 9,521 $ 8,839

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2023
Intangible Assets
Schedule of Finite-Lived Intangible Assets	Intangible assets, net consisted of the following: June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Indefinite lived intangible assets: Medical licenses $ 700 $ — $ 700 $ 700 $ — $ 700 Definite lived intangible assets: Customer relationships 684,000 (108,300) 575,700 684,000 (74,100) 609,900 Trademarks 148,635 (24,061) 124,574 148,635 (16,704) 131,931 Payor contracts 4,700 (705) 3,995 4,700 (470) 4,230 Provider network 4,800 (751) 4,049 4,800 (511) 4,289 Total $ 842,835 $ (133,817) $ 709,018 $ 842,835 $ (91,785) $ 751,050
Schedule of Indefinite-Lived Intangible Assets	Intangible assets, net consisted of the following: June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Indefinite lived intangible assets: Medical licenses $ 700 $ — $ 700 $ 700 $ — $ 700 Definite lived intangible assets: Customer relationships 684,000 (108,300) 575,700 684,000 (74,100) 609,900 Trademarks 148,635 (24,061) 124,574 148,635 (16,704) 131,931 Payor contracts 4,700 (705) 3,995 4,700 (470) 4,230 Provider network 4,800 (751) 4,049 4,800 (511) 4,289 Total $ 842,835 $ (133,817) $ 709,018 $ 842,835 $ (91,785) $ 751,050

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-Term Debt	Long-term debt consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Repurchase promissory note, interest paid at 11.0%, due June 2026 $ 15,000 $ 15,000 Term loan facility, interest paid at 12.0%, due December 2025 65,000 65,000 Unsecured promissory note, interest paid at 14.0%, due May 2026 29,102 15,000 Long-term debt, gross 109,102 95,000 Less: unamortized debt issuance costs and original issue discount (914) (579) 108,188 94,421 Less: current portion of long-term debt — — Long-term debt, net $ 108,188 $ 94,421

Net Loss per Share (Tables)

Net Loss per Share (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Net Loss Per Share	The following table provides the computation of basic and diluted net loss per share: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands, except per share data) Numerator–basic: Net loss attributable to Class A common stockholders–basic $ (9,816) $ (154,350) $ (19,015) $ (164,927) Numerator–diluted: Net loss attributable to Class A common stockholders–basic $ (9,816) $ (154,350) $ (19,015) $ (164,927) Effective of dilutive securities: Shares of Class V common stock — (748,756) (61,015) (798,969) Net loss attributable to Class A common stockholders–diluted $ (9,816) $ (903,106) $ (80,030) $ (963,896) Denominator–basic: Weighted average Class A common shares outstanding–basic 107,454 41,579 74,699 41,579 Net loss per share attributable to Class A common stockholders–basic $ (0.09) $ (3.71) $ (0.25) $ (3.97) Denominator–diluted: Weighted average Class A common shares outstanding–basic 107,454 41,579 74,699 41,579 Weighted average effect of dilutive securities: Shares of Class V common stock — 200,474 201,329 198,783 Weighted average shares outstanding–diluted 107,454 242,053 276,028 240,362 Net loss per share attributable to Class A common stockholders–diluted $ (0.09) $ (3.73) $ (0.29) $ (4.01)
Schedule of Potentially Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share	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. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Stock warrants (1) 81,938 10,819 81,938 10,819 Stock options (1) 5,924 2,134 5,924 2,134 Restricted stock units (1) 1,250 — 1,250 — Restricted stock awards (1) 250 — 250 — Shares of Class V common stock (2) 198,610 602 — 602 Total 287,972 13,555 89,362 13,555 ____________________ (1) Represents the number of instruments outstanding at the end of the period. Application of the treasury stock method would reduce this amount if they had a dilutive effect and were included in the computation of diluted net loss per share. (2) Shares of Class V common stock at the end of the period, including shares tied to unvested Common Units, are considered potentially dilutive shares of Class A common stock under the application of the if-converted method.

Redeemable Non-controlling In_2

Redeemable Non-controlling Interest (Tables)	6 Months Ended
	Jun. 30, 2023
Noncontrolling Interest [Abstract]
Schedule of Ownership of Common Units	The ownership of the Common Units is summarized as follows: June 30, 2023 December 31, 2022 Units (in thousands) Ownership % Units (in thousands) Ownership % P3 Health Partners Inc. ’ s ownership of Common Units 114,098 36.5 % 41,579 17.1 % Non-controlling interest holders ’ ownership of Common Units 198,505 63.5 % 201,592 82.9 % Total Common Units 312,603 100.0 % 243,171 100.0 %

Variable Interest Entities (Tab

Variable Interest Entities (Tables)	6 Months Ended
	Jun. 30, 2023
Variable Interest Entities
Schedule of Balance Sheet and Income Statement of VIEs	Since P3 LLC represents substantially all the assets and liabilities of the Company, the following tables provide a summary of the assets, liabilities, and operating performance of only VIEs held at the P3 LLC level. June 30, 2023 December 31, 2022 (in thousands) ASSETS Cash $ 9,073 $ 1,759 Clinic fees, insurance and other receivable 114 1,178 Prepaid expenses and other current assets 1,256 121 Property and equipment, net 7 44 Other long-term assets 107 — Due from consolidated entities of P3 76 3,012 TOTAL ASSETS $ 10,633 $ 6,114 LIABILITIES AND MEMBERS’ DEFICIT Accounts payable $ 4,140 $ 7,800 Accrued expenses and other current liabilities 771 262 Accrued payroll 2,221 1,885 Claims payable 6,409 — Other long-term liabilities 969 — Due to consolidated entities of P3 44,630 36,025 TOTAL LIABILITIES 59,140 45,972 MEMBERS’ DEFICIT (48,507) (39,858) TOTAL LIABILITIES AND MEMBERS’ DEFICIT $ 10,633 $ 6,114 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Revenue $ 9,511 $ 12,955 $ 20,350 $ 25,869 Expense 11,847 16,057 25,522 30,977 Net loss $ (2,336) $ (3,102) $ (5,172) $ (5,108)

Organization (Details)

Organization (Details)	Dec. 03, 2021
P3 LLC
Business Acquisition
Ownership percentage (as a percent)	17.10%

Going Concern and Liquidity (De

Going Concern and Liquidity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Going Concern and Liquidity
Net loss	$ (27,582)	$ (903,106)	$ (80,030)	$ (963,896)
Cash	$ 59,924		$ 59,924		$ 17,537

Significant Accounting Polici_4

Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue
Total revenue	$ 329,086	$ 269,454	$ 631,163	$ 542,998
Revenue | Product Concentration Risk
Disaggregation of Revenue
Percentage of total revenue (as a percent)	100%	100%	100%	100%
Capitated revenue
Disaggregation of Revenue
Total revenue	$ 325,616	$ 267,102	$ 624,320	$ 536,787
Capitated revenue | Revenue | Product Concentration Risk
Disaggregation of Revenue
Percentage of total revenue (as a percent)	98.90%	99.10%	98.90%	98.90%
Clinic fees and insurance
Disaggregation of Revenue
Total revenue	$ 1,164	$ 265	$ 2,644	$ 2,147
Clinic fees and insurance | Revenue | Product Concentration Risk
Disaggregation of Revenue
Percentage of total revenue (as a percent)	0.40%	0.10%	0.40%	0.40%
Shared risk
Disaggregation of Revenue
Total revenue	$ 0	$ 55	$ 0	$ 55
Shared risk | Revenue | Product Concentration Risk
Disaggregation of Revenue
Percentage of total revenue (as a percent)	0%	0%	0%	0%
Care coordination / management fees
Disaggregation of Revenue
Total revenue	$ 2,065	$ 762	$ 3,915	$ 2,683
Care coordination / management fees | Revenue | Product Concentration Risk
Disaggregation of Revenue
Percentage of total revenue (as a percent)	0.60%	0.30%	0.60%	0.50%
Incentive fees
Disaggregation of Revenue
Total revenue	$ 241	$ 1,270	$ 284	$ 1,326
Incentive fees | Revenue | Product Concentration Risk
Disaggregation of Revenue
Percentage of total revenue (as a percent)	0.10%	0.50%	0.10%	0.20%
Total other patient service revenue
Disaggregation of Revenue
Total revenue	$ 3,470	$ 2,352	$ 6,843	$ 6,211
Total other patient service revenue | Revenue | Product Concentration Risk
Disaggregation of Revenue
Percentage of total revenue (as a percent)	1.10%	0.90%	1.10%	1.10%

Significant Accounting Polici_5

Significant Accounting Policies - Narratives (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Four Health Plan Customer | Revenue | Customer Concentration
Concentration Risk
Percentage of total revenue (as a percent)	62%	68%	62%	68%

Fair Value Measurements and H_3

Fair Value Measurements and Hierarchy - Fair value Hierarchy for Financial Liabilities (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 2,599	$ 1,517
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	2,532	1,477
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 67	$ 40

Fair Value Measurements and H_4

Fair Value Measurements and Hierarchy - Fair Value Measurement Inputs and Valuation Techniques (Details) - Private Placement Warrants - Level 3	Jun. 30, 2023 $ / shares yr	Dec. 31, 2022 $ / shares yr
Volatility
Warrants
Warrants, measurement input	52	55
Risk-free interest rate
Warrants
Warrants, measurement input	4.5	4.1
Exercise price
Warrants
Warrants, measurement input | $ / shares	11.50	11.50
Expected term
Warrants
Warrants, measurement input | yr	3.4	3.9

Fair Value Measurements and H_5

Fair Value Measurements and Hierarchy - Changes in Fair Value (Details) - Private Placement Warrants - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Beginning balance	$ 40	$ 502
Mark-to-market adjustment	27	(344)
Ending balance	$ 67	$ 158

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment, Net, by Type
Property and equipment, gross	$ 13,324	$ 11,460
Less: accumulated depreciation	(3,803)	(2,621)
Property and equipment, net	9,521	8,839
Leasehold improvements
Property, Plant and Equipment, Net, by Type
Property and equipment, gross	1,606	1,810
Furniture and fixtures
Property, Plant and Equipment, Net, by Type
Property and equipment, gross	1,169	1,262
Computer equipment and software
Property, Plant and Equipment, Net, by Type
Property and equipment, gross	3,694	3,206
Medical equipment
Property, Plant and Equipment, Net, by Type
Property and equipment, gross	1,089	1,067
Software (development in process)
Property, Plant and Equipment, Net, by Type
Property and equipment, gross	3,775	3,460
Vehicles
Property, Plant and Equipment, Net, by Type
Property and equipment, gross	654	618
Other
Property, Plant and Equipment, Net, by Type
Property and equipment, gross	$ 1,337	$ 37

Property and Equipment - Narrat

Property and Equipment - Narratives (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 0.6	$ 0.6	$ 1.2	$ 1.2

Intangible Assets - Schedule of

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Definite lived intangible assets:
Accumulated Amortization	$ (133,817)	$ (91,785)
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Intangible assets, gross (excluding goodwill)	842,835	842,835
Intangible assets, net	709,018	751,050
Customer relationships
Definite lived intangible assets:
Gross Carrying Amount	684,000	684,000
Accumulated Amortization	(108,300)	(74,100)
Net Carrying Amount	575,700	609,900
Trademarks
Definite lived intangible assets:
Gross Carrying Amount	148,635	148,635
Accumulated Amortization	(24,061)	(16,704)
Net Carrying Amount	124,574	131,931
Payor contracts
Definite lived intangible assets:
Gross Carrying Amount	4,700	4,700
Accumulated Amortization	(705)	(470)
Net Carrying Amount	3,995	4,230
Provider network
Definite lived intangible assets:
Gross Carrying Amount	4,800	4,800
Accumulated Amortization	(751)	(511)
Net Carrying Amount	4,049	4,289
Medical License
Indefinite lived intangible assets:
Indefinite-lived intangible assets	$ 700	$ 700

Intangible Assets - Narrative (

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 21.1	$ 21.1	$ 42	$ 42.3

Debt (Details)

Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument
Long-term debt, gross	$ 109,102	$ 95,000
Less: unamortized debt issuance costs and original issue discount	(914)	(579)
Long term debt including current maturities	108,188	94,421
Less: current portion of long-term debt	0	0
Long-term debt, net	$ 108,188	94,421
Repurchase promissory note, interest paid at 11.0%, due June 2026
Debt Instrument
Interest rate (as a percent)	11%
Long-term debt, gross	$ 15,000	15,000
Term loan facility, interest paid at 12.0%, due December 2025
Debt Instrument
Interest rate (as a percent)	12%
Long-term debt, gross	$ 65,000	65,000
Unsecured promissory note, interest paid at 14.0%, due May 2026
Debt Instrument
Interest rate (as a percent)	14%
Long-term debt, gross	$ 29,102	$ 15,000

Net Loss per Share - Schedule o

Net Loss per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Denominator–basic:
Weighted average Class A common shares outstanding–basic (in shares)	107,454	41,579	74,699	41,579
Weighted average shares outstanding–diluted (in shares)	107,454	242,053	276,028	240,362
Net loss per share attributable to Class A common stockholders–basic (in dollars per share)	$ (0.09)	$ (3.71)	$ (0.25)	$ (3.97)
Net loss per share attributable to Class A common stockholders– diluted (in dollars per share)	$ (0.09)	$ (3.73)	$ (0.29)	$ (4.01)
Class A Common Stock
Numerator–basic:
Net loss attributable to Class A common stockholders–basic	$ (9,816)	$ (154,350)	$ (19,015)	$ (164,927)
Net loss attributable to Class A common stockholders–diluted	$ (9,816)	$ (903,106)	$ (80,030)	$ (963,896)
Denominator–basic:
Weighted average Class A common shares outstanding–basic (in shares)	107,454	41,579	74,699	41,579
Net loss per share attributable to Class A common stockholders–basic (in dollars per share)	$ (0.09)	$ (3.71)	$ (0.25)	$ (3.97)
Net loss per share attributable to Class A common stockholders– diluted (in dollars per share)	$ (0.09)	$ (3.73)	$ (0.29)	$ (4.01)
Class V Common Stock
Numerator–basic:
Shares of Class V common stock	$ 0	$ (748,756)	$ (61,015)	$ (798,969)
Denominator–basic:
Shares of Class V common stock (in shares)	0	200,474	201,329	198,783

Net Loss per Share - Schedule_2

Net Loss per Share - Schedule of Potentially Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares)	287,972,000	13,555,000	89,362,000	13,555,000
Stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares)	81,938,000	10,819,000	81,938,000	10,819,000
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares)	5,924,000	2,134,000	5,924,000	2,134,000
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares)	1,250,000	0	1,250,000	0
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares)	250,000	0	250,000	0
Shares of Class V common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares)	198,610,000	602,000	0	602,000

Redeemable Non-controlling In_3

Redeemable Non-controlling Interest - Ownership of Common Units (Details) - shares shares in Thousands	Jun. 30, 2023	Dec. 31, 2022
P3 Health Group, LLC
Noncontrolling Interest
Common unit outstanding (in shares)	312,603	243,171
P3 Health Group, LLC
Noncontrolling Interest
Common unit outstanding (in shares)	114,098	41,579
Non-controlling interests, ownership percentage by noncontrolling owners (as a percent)	36.50%	17.10%
P3 Health Group, LLC | Non Controlling Interest Holders
Noncontrolling Interest
Common unit outstanding (in shares)	198,505	201,592
Non-controlling interests, ownership percentage by noncontrolling owners (as a percent)	63.50%	82.90%

Redeemable Non-controlling In_4

Redeemable Non-controlling Interest - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Noncontrolling Interest
Common unit exchange or redemption (in shares)		3,400,000	0
Fair value adjustment to redeemable non-controlling interest	$ 330,617
Re-measurement adjustment recorded against fair value of redeemable noncontrolling interest			$ 0

Segment Reporting (Details)

Segment Reporting (Details)	6 Months Ended
	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments (segment)	1

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 plan	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Loss Contingencies
Number of health plans results in renegotiation | plan	1
Renegotiation of Health Plan Agreement Due to Discrepancy
Loss Contingencies
Settlement amount | $		$ 4.4	$ 5

Variable Interest Entities - Na

Variable Interest Entities - Narrative (Details)	Jun. 30, 2023
Prime Rate
Variable Interest Entity
Management service fee (as a percent)	2%

Variable Interest Entities - Ba

Variable Interest Entities - Balance Sheet (Details) - USD ($) $ in Thousands		Jun. 30, 2023	Dec. 31, 2022
ASSETS
Cash		$ 59,924	$ 17,537
Clinic fees, insurance and other receivable		1,937	7,500
Prepaid expenses and other current assets		2,231	2,643
Property and equipment, net		9,521	8,839
Other long-term assets		18,271	15,990
TOTAL ASSETS	[1]	908,959	876,571
LIABILITIES AND MEMBERS’ DEFICIT
Accounts payable		9,196	11,542
Accrued expenses and other current liabilities		22,471	16,647
Accrued payroll		5,138	8,224
Claims payable		158,528	151,207
TOTAL LIABILITIES	[1]	377,890	353,912
TOTAL LIABILITIES, MEZZANINE EQUITY & STOCKHOLDERS’ (DEFICIT) EQUITY		$ 908,959	$ 876,571
Accounts Payable, Noncurrent, Related Party, Type [Extensible Enumeration]		Affiliated Entity [Member]	Affiliated Entity [Member]
Variable Interest Entity, Primary Beneficiary
ASSETS
Cash		$ 9,073	$ 1,759
Clinic fees, insurance and other receivable		114	1,178
Prepaid expenses and other current assets		1,256	121
Property and equipment, net		7	44
Other long-term assets		107	0
Due from consolidated entities of P3		76	3,012
TOTAL ASSETS		10,633	6,114
LIABILITIES AND MEMBERS’ DEFICIT
Accounts payable		4,140	7,800
Accrued expenses and other current liabilities		771	262
Accrued payroll		2,221	1,885
Claims payable		6,409	0
Other long-term liabilities		969	0
Due to consolidated entities of P3		44,630	36,025
TOTAL LIABILITIES		59,140	45,972
MEMBERS’ DEFICIT		(48,507)	(39,858)
TOTAL LIABILITIES, MEZZANINE EQUITY & STOCKHOLDERS’ (DEFICIT) EQUITY		$ 10,633	$ 6,114
[1]The Company’s condensed consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 13 “Variable Interest Entities,” P3 LLC is itself a VIE. P3 LLC represents substantially all the assets and liabilities of the Company. As a result, the language and amounts below refer only to VIEs held at the P3 LLC level. The condensed consolidated balance sheets include total assets that can be used only to settle obligations of the P3 LLC’s VIEs totaling $10.6 million and $3.1 million as of June 30, 2023 and December 31, 2022, respectively, and total liabilities of the P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $14.5 million and $9.9 million as of June 30, 2023 and December 31, 2022, respectively. These VIE assets and liabilities do not include $44.6 million and $33.0 million of net amounts due to affiliates as of June 30, 2023 and December 31, 2022, respectively, as these are eliminated in consolidation and not presented within the condensed consolidated balance sheets. See Note 13 “Variable Interest Entities.”

Variable Interest Entities - In

Variable Interest Entities - Income Statement (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Variable Interest Entity
Revenue	$ 329,086	$ 269,454	$ 631,163	$ 542,998
Expense	350,119	1,181,641	701,013	1,507,353
NET LOSS	(27,582)	(903,106)	(80,030)	(963,896)
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity
Revenue	9,511	12,955	20,350	25,869
Expense	11,847	16,057	25,522	30,977
NET LOSS	$ (2,336)	$ (3,102)	$ (5,172)	$ (5,108)

Capitalization - Securities Pur

Capitalization - Securities Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Apr. 06, 2023	Jun. 30, 2023	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds from private placement offering, net of offering costs paid		$ 87,329	$ 0
Maximum amount of shares allowed to be owned by related party (as a percent)	49.99%
Securities Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Shares issued (in shares)	79,900,000
Sales of stock (in dollars per share)	$ 1.12
Class of warrants issued (in dollars per share)	$ 0.75
Securities Purchase Agreement | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares issued (in shares)	69,200,000
Shares issued per transaction (in shares)	1
Warrant to purchase (in shares)	1
Exercise price (in dollars per share)	$ 1.13
Warrant issued for securities (in shares)	59,900,000
Securities Purchase Agreement | Class A Common Stock | Pre-Funded Warrants
Subsidiary, Sale of Stock [Line Items]
Warrant issued for securities (in shares)	10,800,000
Securities Purchase Agreement | Employees And Consultants
Subsidiary, Sale of Stock [Line Items]
Sales of stock (in dollars per share)	$ 1.19
Private Placement | Class A Common Stock | Pre-Funded Warrants
Subsidiary, Sale of Stock [Line Items]
Proceeds from private placement offering, net of offering costs paid	$ 86,600
Net of offering costs	$ 2,900

Subsequent Events (Details)

Subsequent Events (Details) shares in Millions	1 Months Ended
	Jul. 31, 2023 shares
Subsequent Event | Class A Common Stock
Subsequent Event
Shares issued (in shares)	0.2