$PIIIW

P3 Health Partners Inc.

CIK:0001832511|SEC Filings

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
OPERATING REVENUE:
TOTAL OPERATING REVENUE	$ 386,381	$ 355,788	$ 772,771	$ 729,013
OPERATING EXPENSE:
Medical expense	300,377	351,350	636,401	723,393
Premium deficiency reserve	(8,659)	(5,967)	(13,374)	(12,929)
Corporate, general and administrative expense	32,393	23,446	58,163	48,626
Depreciation and amortization	21,044	21,083	42,118	42,135
TOTAL OPERATING EXPENSE	345,155	389,912	723,308	801,225
OPERATING INCOME (LOSS)	41,226	(34,124)	49,463	(72,212)
OTHER INCOME (EXPENSE):
Interest expense, net	(7,862)	(10,145)	(24,628)	(18,870)
Mark-to-market of stock warrants and purchased put option	(16,366)	2,002	(16,036)	5,324
Other	(82)	583	160	901
TOTAL OTHER EXPENSE	(24,310)	(7,560)	(40,504)	(12,645)
INCOME (LOSS) BEFORE INCOME TAXES	16,916	(41,684)	8,959	(84,857)
INCOME TAX BENEFIT (PROVISION)	(1,265)	(1,981)	9,732	(3,054)
NET INCOME (LOSS)	15,651	(43,665)	18,691	(87,911)
LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	8,207	(23,303)	10,024	(47,069)
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST	7,444	(20,362)	8,667	(40,842)
LESS: CUMULATIVE PREFERRED STOCK DIVIDENDS	9,570	0	9,570	0
Net loss attributable to Class A common stockholders–basic	$ (2,126)	$ (20,362)	$ (903)	$ (40,842)
NET LOSS PER SHARE (Note 9):
Basic (in dollars per share)	$ (0.63)	$ (6.23)	$ (0.27)	$ (12.52)
Diluted (in dollars per share)	$ (0.63)	$ (6.23)	$ (0.27)	$ (12.52)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 9):
Basic (in shares)	3,362	3,267	3,325	3,263
Diluted (in shares)	3,362	3,267	3,325	3,263
Capitated revenue
OPERATING REVENUE:
TOTAL OPERATING REVENUE	$ 366,398	$ 351,724	$ 745,897	$ 721,241
Other patient service revenue
OPERATING REVENUE:
TOTAL OPERATING REVENUE	$ 19,983	$ 4,064	$ 26,874	$ 7,772

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 15,651	$ (43,665)	$ 18,691	$ (87,911)
Noncash Reduction of Prior Period Medical Expense			(56,000)	0
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	21,044	21,083	42,118	42,135
Premium deficiency reserve	(8,659)	(5,967)	(13,374)	(12,929)
Paid in-kind interest expense			14,710	10,619
Amortization of original issue discount and debt issuance costs			3,403	402
Equity-based compensation			1,917	3,271
Deferred income taxes			478	0
Loss on asset sale and disposal			127	0
Mark-to-market adjustment of stock warrants and purchased put option	16,366	(2,002)	16,036	(5,324)
Changes in operating assets and liabilities:
Health plan receivable			(27,173)	27,803
Clinic fees, insurance, and other receivable			(5,975)	(3,625)
Prepaid expenses and other current assets			(9,187)	(1,747)
Other long-term assets			5,039	(14,464)
Accounts payable, accrued expenses, and other current liabilities			(3,597)	6,200
Accrued payroll			471	(1,560)
Health plan settlements payable			(44,182)	(13,694)
Claims payable			(32,714)	948
Operating lease liability			(169)	(223)
Net cash used in operating activities			(89,381)	(50,099)
CASH FLOWS FROM INVESTING ACTIVITIES:
Other, net			(251)	0
Proceeds from asset sale				50
Net cash provided by (used in) investing activities			(251)	50
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt, net of original issue discount			27,000	45,000
Proceeds from short-term debt			1,044	1,137
Repayment of short-term and long-term debt			(626)	(682)
Payment of debt issuance costs			(30)	(181)
Proceeds from issuance of preferred stock, net of issuance costs			42,674	0
Net cash provided by financing activities			15,961	0
Payment of tax withholdings upon settlement of restricted stock unit awards			(4)	0
Net cash provided by financing activities			86,019	45,274
Net change in cash and restricted cash			(3,613)	(4,775)
Cash and restricted cash, beginning of period			25,807	44,102	$ 44,102
Cash and restricted cash, end of period	22,194	39,327	22,194	39,327	25,807
Debt Conversion, Converted Instrument, Amount			195,118	0
Reconciliation of cash and restricted cash:
Cash	21,272	38,581	21,272	38,581	25,012
Restricted cash	922	746	922	746	795
Total cash and restricted cash	$ 22,194	$ 39,327	$ 22,194	$ 39,327	$ 25,807

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Jun. 30, 2026

Dec. 31, 2025

CURRENT ASSETS:

Cash

$ 21,272

$ 25,012

Restricted cash

922

795

Health plan receivable, net of allowance for credit losses of $281

135,273

92,458

Clinic fees, insurance and other receivable

9,354

3,379

Prepaid expenses and other current assets

12,517

11,439

TOTAL CURRENT ASSETS

179,338

133,083

Property and equipment, net

2,527

3,374

Intangible assets, net

452,405

492,423

Other long-term assets

20,122

27,761

TOTAL ASSETS

^[1]

654,392

656,641

CURRENT LIABILITIES:

Accounts payable

7,569

11,715

Accrued expenses and other current liabilities

43,265

42,820

Accrued payroll

2,421

1,950

Health plan settlements payable

11,386

69,830

Claims payable

228,980

287,790

Premium deficiency reserve

72,742

86,116

Current portion of long-term debt

21,800

45,036

Short-term debt

418

TOTAL CURRENT LIABILITIES

388,581

545,257

Other long-term liabilities

9,308

Operating lease liability, net

10,417

11,475

Warrant liabilities

10,389

2,462

Long-term debt, net

98,054

228,374

TOTAL LIABILITIES

^[1]

516,749

796,876

COMMITMENTS AND CONTINGENCIES

MEZZANINE EQUITY:

Redeemable non-controlling interest

64,453

14,997

STOCKHOLDERS’ EQUITY (DEFICIT):

Additional paid in capital

550,226

495,909

Accumulated deficit

(642,474)

(651,141)

Non-controlling interest

1,000

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

73,190

(155,232)

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY (DEFICIT)

654,392

656,641

Series A Preferred Stock

STOCKHOLDERS’ EQUITY (DEFICIT):

Preferred stock

21,186

Series B Preferred Stock

STOCKHOLDERS’ EQUITY (DEFICIT):

Preferred stock

18,717

Series C Preferred Stock

STOCKHOLDERS’ EQUITY (DEFICIT):

Preferred stock

81,317

Series D Preferred Stock

STOCKHOLDERS’ EQUITY (DEFICIT):

Preferred stock

$ 43,218

$ 0

Class A Common Stock

MEZZANINE EQUITY:

Common stock, shares issued (in shares)

3,910,000

3,286,000

Common stock, shares outstanding (in shares)

3,910,000

3,286,000

STOCKHOLDERS’ EQUITY (DEFICIT):

Common stock

$ 0

Class V Common Stock

MEZZANINE EQUITY:

Common stock, shares issued (in shares)

3,919,000

Common stock, shares outstanding (in shares)

3,919,000

STOCKHOLDERS’ EQUITY (DEFICIT):

Common stock

$ 0

[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 $30.3 million and $8.2 million as of June 30, 2026 and December 31, 2025, respectively, and total liabilities of P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $6.6 million and $6.6 million as of June 30, 2026 and December 31, 2025, respectively. These VIE assets and liabilities do not include $46.5 million and $46.8 million of net amounts due to affiliates as of June 30, 2026 and December 31, 2025, respectively, as these are eliminated in consolidation and not presented within the condensed consolidated balance sheets.