P3 Health Partners Announces Second Quarter 2025 Results
Core Business Demonstrates Strength with Flat Medical Cost Trends Despite Industry Inflation
Adjusted Full Year Guidance Reflects Prior Period Headwinds
Management to Host Conference Call and Webcast August 14, 2025 at 4:30 PM ET
“Our core business continues to strengthen as we execute on our
Second Quarter 2025 Financial Results
-
Average at-risk membership was approximately 115,000 members for the second quarter, a decrease of
9% compared to prior year. The decrease reflects previously disclosed network and payer rationalization. -
Total revenue was
, a decrease of$355.8 million 6% compared to the second quarter of the prior year, driven by the decline in membership. On a per-member basis, funding improved10% from prior year, when adjusted for prior-period items. -
Medical margin(1) was
, or$30.6 million PMPM. Excluding prior-period adjustments, medical margin(1) was$89 , or$39.3 million PMPM.$114 -
Adjusted EBITDA loss(1) was
, or$17.1 million PMPM. Excluding prior-period adjustments, Adjusted EBITDA loss for the quarter was a loss of$50 , or$8.5 million PMPM.$25 - Adjusted full year guidance reflects impact from prior-period adjustments and underperformance of a single payer.
Revised Fiscal 2025 Guidance |
|||||||
|
Year Ended December 31, 2025 |
||||||
|
Low |
|
High |
||||
At-risk Members(2) |
|
109,000 |
|
|
|
119,000 |
|
Total Revenues (in millions) |
$ |
1,350 |
|
|
$ |
1,500 |
|
Medical Margin(1)(3) (in millions) |
$ |
124 |
|
|
$ |
154 |
|
Medical Margin(3) PMPM |
$ |
90 |
|
|
$ |
111 |
|
Adjusted EBITDA(3) (in millions) |
$ |
(69 |
) |
|
$ |
(39 |
) |
(1) |
|
Adjusted EBITDA, Adjusted EBITDA per member, per month (“PMPM�), medical margin, and medical margin PMPM are non-GAAP financial measures. For reconciliations of these measures to the most directly comparable GAAP measures, if applicable, and more information regarding the Company’s use of non-GAAP financial measures, please see the section titled “Non-GAAP Financial Measures.� |
(2) |
|
See “Key Performance Metrics� for additional information on how the Company defines “at-risk members.� |
(3) |
|
The Company is not able to provide a quantitative reconciliation of guidance for Adjusted EBITDA, medical margin and medical margin PMPM to net income (loss), gross profit and gross profit PMPM, the most directly comparable GAAP measures, respectively, and has not provided forward-looking guidance for net income (loss), because of the uncertainty around certain items that may impact net income (loss), gross profit (loss) or gross profit (loss) PMPM that are not within our control or cannot be reasonably predicted without unreasonable effort. For more information regarding the non-GAAP financial measures discussed in this press release, please see “Non-GAAP Financial Measures� below. |
The foregoing 2025 outlook statement represents management's current estimate as of the date of this release. Actual results may differ materially depending on a number of factors. Investors are urged to read the “Cautionary Note Regarding Forward-Looking Statements� included in this release. Management does not assume any obligation to update these estimates.
Management to Host Conference Call and Webcast on August 14, 2025 at 4:30 PM ET
Title & Webcast |
|
Date & Time |
August 14, 2025, 4:30pm Eastern Time |
Conference Call Details |
Toll-Free 1-833-316-0546 (US) International 1-412-317-0692 Ask to be joined into the P3 Health Partners call |
The conference call will also be webcast live in the “Events & Presentations� section of the Investor page of the P3 website (). The Company’s press release will be available on the Investor page of P3’s website in advance of the conference call. An archived recording of the webcast will be available on the Investor page of P3’s website for a period of 90 days following the conference call. |
About P3 Health Partners (NASDAQ: PIII)
is a leading population health management company committed to transforming healthcare by improving the lives of both patients and providers. Founded and led by physicians, P3 has an expansive network of more than 2,800 affiliated primary care providers across the country. Our local teams of health care professionals manage the care of thousands of patients in 24 counties across four states. P3 supports primary care providers with value-based care coordination and administrative services that improve patient outcomes and lower costs. Through partnerships with these local providers, the P3 care team creates an enhanced patient experience by navigating, coordinating, and integrating the patient’s care within the healthcare system. For more information, visit and follow us on and .
Non-GAAP Financial Measures
In addition to the financial results prepared in accordance with accounting principles generally accepted in the
Key Performance Metrics
In addition to our GAAP and non-GAAP financial information, the Company also monitors “at-risk members� to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. At-risk membership represents the approximate number of Medicare members for whom we receive a fixed percentage of premium under capitation arrangements as of the end of a particular period.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the
Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, our ability to continue as a going concern; our potential need to raise additional capital to fund our existing operations or develop and commercialize new services or expand our operations; our ability to achieve or maintain profitability; our ability to maintain compliance with our debt covenants in the future, or obtain required waivers from our lenders if future operating performance were to fall below current projections, and if there are material changes to management’s assumptions, we could be required to recognize non-cash charges to operating earnings for goodwill and/or other intangible asset impairment; our ability to identify and develop successful new geographies, physician partners, payors and patients; changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to our services; our ability to fund our growth and expand our operations; changes in laws and regulations applicable to our business; our ability to maintain our relationships with health plans and other key payors; the impact of fluctuations in risk adjustments; our ability to establish and maintain effective internal controls and the impact of material weaknesses we have identified; our ability to maintain the listing of our securities on Nasdaq; increased labor costs and medical expense; our ability to recruit and retain qualified team members and independent physicians; and the factors described under Part I, Item 1A. “Risk Factors� and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations� in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2024, and in our subsequent filings with the SEC.
All information in this press release is as of the date hereof, and we undertake no duty to update or revise this information unless required by law. You are cautioned not to place undue reliance on any forward-looking statements contained in this press release.
P3 HEALTH PARTNERS INC. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited) |
|||||||
|
June 30, 2025 |
|
December 31, 2024 |
||||
ASSETS |
|
|
|
||||
CURRENT ASSETS: |
|
|
|
||||
Cash |
$ |
38,581 |
|
|
$ |
38,816 |
|
Restricted cash |
|
746 |
|
|
|
5,286 |
|
Health plan receivable, net of allowance for credit losses of |
|
93,463 |
|
|
|
121,266 |
|
Clinic fees, insurance and other receivable |
|
7,572 |
|
|
|
3,947 |
|
Prepaid expenses and other current assets |
|
16,169 |
|
|
|
14,422 |
|
Assets held for sale |
|
� |
|
|
|
403 |
|
TOTAL CURRENT ASSETS |
|
156,531 |
|
|
|
184,140 |
|
Property and equipment, net |
|
4,687 |
|
|
|
5,734 |
|
Intangible assets, net |
|
533,400 |
|
|
|
574,350 |
|
Other long-term assets |
|
36,967 |
|
|
|
19,196 |
|
TOTAL ASSETS (1) |
$ |
731,585 |
|
|
$ |
783,420 |
|
LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS� EQUITY |
|
|
|
||||
CURRENT LIABILITIES: |
|
|
|
||||
Accounts payable |
$ |
14,395 |
|
|
$ |
8,442 |
|
Accrued expenses and other current liabilities |
|
29,716 |
|
|
|
29,416 |
|
Accrued payroll |
|
1,162 |
|
|
|
2,722 |
|
Health plan settlements payable |
|
41,871 |
|
|
|
55,565 |
|
Claims payable |
|
256,037 |
|
|
|
255,089 |
|
Premium deficiency reserve |
|
54,439 |
|
|
|
67,368 |
|
Accrued interest |
|
26,923 |
|
|
|
12,460 |
|
Current portion of long-term debt |
|
80,000 |
|
|
|
65,000 |
|
Short-term debt |
|
455 |
|
|
|
� |
|
Liabilities held for sale |
|
� |
|
|
|
353 |
|
TOTAL CURRENT LIABILITIES |
|
504,998 |
|
|
|
496,415 |
|
Operating lease liability |
|
10,308 |
|
|
|
11,339 |
|
Warrant liabilities |
|
4,988 |
|
|
|
10,312 |
|
Long-term debt, net |
|
101,956 |
|
|
|
89,824 |
|
Other Long-Term Liabilities |
|
22,157 |
|
|
|
26,001 |
|
TOTAL LIABILITIES (1) |
|
644,407 |
|
|
|
633,891 |
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
||||
MEZZANINE EQUITY: |
|
|
|
||||
Redeemable non-controlling interest |
|
42,719 |
|
|
|
73,593 |
|
STOCKHOLDERS� EQUITY: |
|
|
|
||||
Class A common stock, |
|
� |
|
|
|
� |
|
Class V common stock, |
|
� |
|
|
|
� |
|
Additional paid in capital |
|
588,494 |
|
|
|
579,129 |
|
Accumulated deficit |
|
(544,035 |
) |
|
|
(503,193 |
) |
TOTAL STOCKHOLDERS� EQUITY |
|
44,459 |
|
|
|
75,936 |
|
TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS� EQUITY |
$ |
731,585 |
|
|
$ |
783,420 |
(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 P3 LLC’s consolidated VIEs totaling |
|
All periods presented have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025. |
P3 HEALTH PARTNERS INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) |
|||||||||||||||
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
OPERATING REVENUE: |
|
|
|
|
|
|
|
||||||||
Capitated revenue |
$ |
351,724 |
|
|
$ |
374,306 |
|
|
$ |
721,241 |
|
|
$ |
758,440 |
|
Other patient service revenue |
|
4,064 |
|
|
|
4,851 |
|
|
|
7,772 |
|
|
|
9,205 |
|
TOTAL OPERATING REVENUE |
|
355,788 |
|
|
|
379,157 |
|
|
|
729,013 |
|
|
|
767,645 |
|
OPERATING EXPENSE: |
|
|
|
|
|
|
|
||||||||
Medical expense |
|
351,350 |
|
|
|
365,171 |
|
|
|
723,393 |
|
|
|
747,228 |
|
Premium deficiency reserve |
|
(5,967 |
) |
|
|
(3,397 |
) |
|
|
(12,929 |
) |
|
|
(2,397 |
) |
Corporate, general and administrative expense |
|
23,295 |
|
|
|
26,610 |
|
|
|
48,294 |
|
|
|
54,011 |
|
Sales and marketing expense |
|
151 |
|
|
|
414 |
|
|
|
332 |
|
|
|
736 |
|
Depreciation and amortization |
|
21,083 |
|
|
|
21,693 |
|
|
|
42,135 |
|
|
|
43,232 |
|
TOTAL OPERATING EXPENSE |
|
389,912 |
|
|
|
410,491 |
|
|
|
801,225 |
|
|
|
842,810 |
|
OPERATING LOSS |
|
(34,124 |
) |
|
|
(31,334 |
) |
|
|
(72,212 |
) |
|
|
(75,165 |
) |
OTHER INCOME (EXPENSE): |
|
|
|
|
|
|
|
||||||||
Interest expense, net |
|
(10,145 |
) |
|
|
(5,436 |
) |
|
|
(18,870 |
) |
|
|
(9,692 |
) |
Mark-to-market of stock warrants |
|
2,002 |
|
|
|
8,673 |
|
|
|
5,324 |
|
|
|
8,889 |
|
Other |
|
583 |
|
|
|
291 |
|
|
|
901 |
|
|
|
628 |
|
TOTAL OTHER (EXPENSE) INCOME |
|
(7,560 |
) |
|
|
3,528 |
|
|
|
(12,645 |
) |
|
|
(175 |
) |
LOSS BEFORE INCOME TAXES |
|
(41,684 |
) |
|
|
(27,806 |
) |
|
|
(84,857 |
) |
|
|
(75,340 |
) |
INCOME TAX PROVISION |
|
(1,981 |
) |
|
|
(968 |
) |
|
|
(3,054 |
) |
|
|
(3,040 |
) |
NET LOSS |
|
(43,665 |
) |
|
|
(28,774 |
) |
|
|
(87,911 |
) |
|
|
(78,380 |
) |
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NON-CONTROLLING INTEREST |
|
(23,303 |
) |
|
|
(16,754 |
) |
|
|
(47,069 |
) |
|
|
(47,660 |
) |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST |
$ |
(20,362 |
) |
|
$ |
(12,020 |
) |
|
$ |
(40,842 |
) |
|
$ |
(30,720 |
) |
|
|
|
|
|
|
|
|
||||||||
NET LOSS PER SHARE: |
|
|
|
|
|
|
|
||||||||
Basic |
$ |
(6.23 |
) |
|
$ |
(4.40 |
) |
|
|
(12.52 |
) |
|
|
(12.02 |
) |
Diluted |
$ |
(6.23 |
) |
|
$ |
(7.37 |
) |
|
|
(12.52 |
) |
|
|
(15.19 |
) |
|
|
|
|
|
|
|
|
||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |
|
|
|
|
|
|
|
||||||||
Basic |
|
3,267 |
|
|
|
2,732 |
|
|
|
3,263 |
|
|
|
2,556 |
|
Diluted |
|
3,267 |
|
|
|
2,822 |
|
|
|
3,263 |
|
|
|
2,601 |
|
All periods presented have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025. |
P3 HEALTH PARTNERS INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) |
|||||||
|
Six Months Ended June 30, |
||||||
|
|
2025 |
|
|
|
2024 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
||||
Net loss |
$ |
(87,911 |
) |
|
$ |
(78,380 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
||||
Depreciation and amortization |
|
42,135 |
|
|
|
43,232 |
|
Equity-based compensation |
|
3,271 |
|
|
|
3,073 |
|
Amortization of original issue discount and debt issuance costs |
|
402 |
|
|
|
(91 |
) |
Mark-to-market adjustment of stock warrants |
|
(5,324 |
) |
|
|
(8,889 |
) |
Premium deficiency reserve |
|
(12,929 |
) |
|
|
(2,397 |
) |
Changes in operating assets and liabilities: |
|
|
|
||||
Health plan receivable |
|
27,803 |
|
|
|
(34,762 |
) |
Clinic fees, insurance, and other receivable |
|
(3,625 |
) |
|
|
775 |
|
Prepaid expenses and other current assets |
|
(1,747 |
) |
|
|
(4,865 |
) |
Other long-term assets |
|
(14,464 |
) |
|
|
60 |
|
Accounts payable, accrued expenses, and other current liabilities |
|
6,200 |
|
|
|
30 |
|
Accrued payroll |
|
(1,560 |
) |
|
|
238 |
|
Health plan settlements payable |
|
(13,694 |
) |
|
|
(12,141 |
) |
Claims payable |
|
948 |
|
|
|
55,752 |
|
Accrued interest |
|
10,619 |
|
|
|
8,257 |
|
Operating lease liability |
|
(223 |
) |
|
|
(164 |
) |
Net cash used in operating activities |
|
(50,099 |
) |
|
|
(30,272 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
||||
Proceeds from asset sale |
|
50 |
|
|
|
� |
|
Net cash provided by investing activities |
|
50 |
|
|
|
� |
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
||||
Proceeds from long-term debt, net of original issue discount |
|
45,000 |
|
|
|
25,000 |
|
Payment of debt issuance costs |
|
(181 |
) |
|
|
� |
|
Proceeds from liability-classified warrants and private placement offering, net of offering costs paid |
|
� |
|
|
|
42,234 |
|
Proceeds from at-the-market sales, net of offering costs paid |
|
� |
|
|
|
33 |
|
Deferred offering costs paid |
|
� |
|
|
|
(455 |
) |
Payment of tax withholdings upon settlement of restricted stock unit awards |
|
� |
|
|
|
(103 |
) |
Repayment of short-term and long-term debt |
|
(682 |
) |
|
|
(1,040 |
) |
Proceeds from short-term debt |
|
1,137 |
|
|
|
1,871 |
|
Net cash provided by financing activities |
|
45,274 |
|
|
|
67,540 |
|
Net change in cash and restricted cash |
|
(4,775 |
) |
|
|
37,268 |
|
Cash and restricted cash, beginning of period |
|
44,102 |
|
|
|
40,934 |
|
Cash and restricted cash, end of period |
$ |
39,327 |
|
|
$ |
78,202 |
|
|
|
|
|
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA LOSS (in thousands, except PMPM) (unaudited) |
|||||||||||||||
|
|||||||||||||||
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
|
Net loss |
$ |
(43,665 |
) |
|
$ |
(28,774 |
) |
|
$ |
(87,911 |
) |
|
$ |
(78,380 |
) |
Interest expense, net |
|
10,145 |
|
|
|
5,436 |
|
|
|
18,870 |
|
|
|
9,692 |
|
Depreciation and amortization |
|
21,083 |
|
|
|
21,693 |
|
|
|
42,135 |
|
|
|
43,232 |
|
Income tax provision |
|
1,981 |
|
|
|
968 |
|
|
|
3,054 |
|
|
|
3,040 |
|
Mark-to-market of stock warrants |
|
(2,002 |
) |
|
|
(8,673 |
) |
|
|
(5,324 |
) |
|
|
(8,889 |
) |
Premium deficiency reserve |
|
(5,967 |
) |
|
|
(3,397 |
) |
|
|
(12,929 |
) |
|
|
(2,397 |
) |
Equity-based compensation |
|
1,463 |
|
|
|
1,624 |
|
|
|
3,271 |
|
|
|
3,073 |
|
Other(1) |
|
(148 |
) |
|
|
2,276 |
|
|
|
(466 |
) |
|
|
2,012 |
|
Adjusted EBITDA loss |
$ |
(17,110 |
) |
|
$ |
(8,847 |
) |
|
$ |
(39,300 |
) |
|
$ |
(28,617 |
) |
Adjusted EBITDA loss PMPM |
$ |
(50 |
) |
|
$ |
(23 |
) |
|
$ |
(57 |
) |
|
$ |
(38 |
) |
(1) |
Other during the three and six months ended June 30, 2025 consisted of (i) interest income partially offset by (ii) severance expense in connection with reorganization of workforce and (iii) legal settlements and valuation allowance on our notes receivable. Other during the three and six months ended June 30, 2024 consisted of (i) interest income partially offset by (ii) severance and related expense in connection with our chief executive officer transition and (iii) legal settlements and valuation allowance on our notes receivable. |
MEDICAL MARGIN (in thousands, except PMPM) (unaudited) |
|||||||||||||||
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
Capitated revenue |
$ |
351,724 |
|
|
$ |
374,306 |
|
|
$ |
721,241 |
|
|
$ |
758,440 |
|
Less: medical claims expense |
|
(321,109 |
) |
|
|
(333,217 |
) |
|
|
(673,426 |
) |
|
|
(680,799 |
) |
Medical margin |
$ |
30,615 |
|
|
$ |
41,089 |
|
|
$ |
47,815 |
|
|
$ |
77,641 |
|
Medical margin PMPM |
$ |
89 |
|
|
$ |
107 |
|
|
$ |
69 |
|
|
$ |
102 |
|
RECONCILIATION OF GROSS PROFIT (LOSS) TO MEDICAL MARGIN (in thousands) |
|||||||||||||||
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
|
Gross profit (loss) |
$ |
4,438 |
|
|
$ |
13,986 |
|
|
$ |
5,620 |
|
|
$ |
20,417 |
|
Other patient service revenue |
|
(4,064 |
) |
|
|
(4,851 |
) |
|
|
(7,772 |
) |
|
|
(9,205 |
) |
Other medical expense |
|
30,241 |
|
|
|
31,954 |
|
|
|
49,967 |
|
|
|
66,429 |
|
Medical margin |
$ |
30,615 |
|
|
$ |
41,089 |
|
|
$ |
47,815 |
|
|
$ |
77,641 |
|
RECONCILIATION OF TOTAL OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE (in thousands) (unaudited) |
|||||||||||||||
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
|
Total operating expense |
$ |
389,912 |
|
|
$ |
410,491 |
|
|
$ |
801,225 |
|
|
$ |
842,810 |
|
Medical expense |
|
(351,350 |
) |
|
|
(365,171 |
) |
|
|
(723,393 |
) |
|
|
(747,228 |
) |
Depreciation and amortization |
|
(21,083 |
) |
|
|
(21,693 |
) |
|
|
(42,135 |
) |
|
|
(43,232 |
) |
Premium deficiency reserve |
|
5,967 |
|
|
|
3,397 |
|
|
|
12,929 |
|
|
|
2,397 |
|
Equity-based compensation |
|
(1,463 |
) |
|
|
(1,624 |
) |
|
|
(3,271 |
) |
|
|
(3,073 |
) |
Other |
|
(244 |
) |
|
|
(2,541 |
) |
|
|
(182 |
) |
|
|
(2,593 |
) |
Adjusted operating expense |
$ |
21,739 |
|
|
$ |
22,859 |
|
|
$ |
45,173 |
|
|
$ |
49,081 |
|
View source version on businesswire.com:
Ryan Halsted
Investor Relations
Gilmartin Group
[email protected]
Source: P3 Health Partners Inc.