US Market News
2月前
P3 Health Partners Announces First Quarter 2026 ResultsMay 14, 2026 4:05 PM
Business Wire Raises Full-Year 2026 Adjusted EBITDA Guidance Management to Host Conference Call and Webcast May 14, 2026 at 4:30 PM ET P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management company, today announced its financial results for the first quarter ended March 31, 2026. "Q1 represents a meaningful turning point for the business. The $26 million of adjusted EBITDA we delivered this quarter reflects the cumulative impact of two years of deliberate work, including contract restructuring, network concentration, and operational redesign. Based on the strength of Q1 and our confidence in the underlying trajectory, we are raising our full-year 2026 adjusted EBITDA outlook to a midpoint of $40 million," said Dr. Aric Coffman, CEO of P3. First Quarter 2026 Financial Results At-risk membership was approximately 106,000 members for the first quarter, a decrease of 10% compared to prior year. The decrease reflects previously disclosed intentional network and payer rationalization. Total lives under management were approximately 135,000 for the quarter, including the approximately 29,000 lives under management service arrangements. Total revenue was $386 million, an increase of 4% compared to the first quarter of the prior year. Total per-member revenue increased 14% from the same period in the prior year driven by contractual restructuring, rate progression, and burden of illness performance. Medical margin(1) for the quarter was $73.7 million, or $231 on a per-member basis. The results include the favorable impact of prior year development and payer settlements recognized in the quarter; excluding these items, medical margin for the quarter was $56.1 million. Net income was $3.0 million compared to a net loss of $44.2 million in the prior year quarter. Adjusted EBITDA(1) for the quarter was $25.8 million, or $81 PMPM. Revised Fiscal 2026 Guidance Full-year revised guidance reflects the impact of underlying first quarter performance, as well as the prior-year development and payer settlements recognized in the quarter. Year Ending December 31, 2026 Low High At-risk Members(2) 103,000 110,000 Total Revenues (in millions) $1,500 $1,650 Medical Margin(1)(3) (in millions) $190 $230 Medical Margin(1)(3) PMPM $149 $180 Adjusted EBITDA(1)(3) (in millions) $20 $60 (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 2026 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 May 14, 2026 at 4:30 PM ET Title & Webcast P3 Health First Quarter 2026 Earnings Conference Call Date & Time May 14, 2026, 4:30 PM 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 (ir.p3hp.org). 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): P3 Health Partners Inc. 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 2,300 affiliated primary care providers across the country. Our local teams of health care professionals manage the care of thousands of patients in 26 counties across five 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 www.p3hp.org and follow us on LinkedIn and Facebook.com/p3healthpartners. Non-GAAP Financial Measures In addition to the financial results prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), this press release contains certain non-GAAP financial measures as defined by the SEC rules, including Adjusted EBITDA and Adjusted EBITDA PMPM, medical margin, medical margin PMPM, and adjusted operating expense. EBITDA is defined as GAAP net income (loss) before (i) interest, (ii) income taxes and (iii) depreciation and amortization. Adjusted EBITDA is defined as EBITDA, further adjusted to exclude the effect of certain supplemental adjustments, such as (i) mark-to-market warrant gain/loss, (ii) premium deficiency reserves, (iii) equity-based compensation expense, (iv) certain transaction and other related costs and (v) certain other items that we believe are not indicative of our core operating performances. Adjusted EBITDA PMPM is defined as Adjusted EBITDA divided by the number of at-risk Medicare members each month divided by the number of months in the period. We believe these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other similar companies. Medical margin represents the amount earned from capitation revenue after medical claims expenses are deducted and medical margin PMPM is defined as medical margin divided by the number of Medicare members each month divided by the number of months in the period. Medical claims expenses represent costs incurred for medical services provided to our members. As our platform grows and matures over time, we expect medical margin to increase in absolute dollars; however, medical margin PMPM may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to medical margin PMPM. Adjusted operating expense is defined as total operating expense excluding depreciation and amortization and costs that management believes are non-core to the underlying operations of the Company, consisting of (i) medical expense, (ii) premium deficiency reserves, (iii) equity-based compensation, and (iv) certain other items that we believe are not indicative or our core operating performance. We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In addition, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. The tables at the end of this press release present a reconciliation of Adjusted EBITDA, medical margin to gross profit, medical margin PMPM to gross profit PMPM, and adjusted operating expense to operating expense, which are the most directly comparable financial measures calculated in accordance with GAAP. 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 U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro-forma," "project," "seek," "should," "target," or "will," or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements address various matters, including the Company’s future expected growth strategy and operating performance; and the Company’s ability to execute on its identified strategic improvement opportunities, all of which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. 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; our ability to maintain compliance with California regulations related to financial solvency and operational performance; 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, 2025, filed with the SEC on March 26, 2026, 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) March 31, 2026 December 31, 2025 ASSETS CURRENT ASSETS: Cash $ 25,497 $ 25,012 Restricted cash 605 795 Health plan receivable, net of allowance for credit losses of $281 124,894 92,458 Clinic fees, insurance and other receivable 9,060 3,379 Prepaid expenses and other current assets 12,154 11,439 TOTAL CURRENT ASSETS 172,210 133,083 Property and equipment, net 2,964 3,374 Intangible assets, net 472,989 492,423 Other long-term assets 25,994 27,761 TOTAL ASSETS (1) $ 674,157 $ 656,641 LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ 11,672 $ 11,715 Accrued expenses and other current liabilities 43,224 42,820 Accrued payroll 2,773 1,950 Health plan settlements payable 48,245 69,830 Claims payable 285,898 287,790 Premium deficiency reserve 81,402 86,116 Current portion of long-term debt 51,436 45,036 Short-term debt 835 — TOTAL CURRENT LIABILITIES 525,485 545,257 Operating lease liability, net 10,830 11,475 Warrant liabilities 2,132 2,462 Long-term debt, net 259,569 228,374 Other long-term liabilities 9,308 9,308 TOTAL LIABILITIES (1) 807,324 796,876 COMMITMENTS AND CONTINGENCIES MEZZANINE EQUITY: Redeemable non-controlling interest 10,381 14,997 STOCKHOLDERS’ (DEFICIT) EQUITY: Class A common stock, $0.0001 par value; 800,000 shares authorized; 3,294 and 3,286 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively — — Class V common stock, $0.0001 par value; 205,000 shares authorized; 3,919 shares issued and outstanding as of March 31, 2026 and December 31, 2025 — — Additional paid in capital 505,010 495,909 Accumulated deficit (649,918 ) (651,141 ) Non-controlling interest 1,360 — TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY (143,548 ) (155,232 ) TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ (DEFICIT) EQUITY $ 674,157 $ 656,641 (1) The Company’s condensed consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 11 “Variable Interest Entities,” in Part I, Item 1 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, 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 $26.7 million and $8.2 million as of March 31, 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 $7.1 million and $6.6 million as of March 31, 2026 and December 31, 2025, respectively. These VIE assets and liabilities do not include $47.2 million and $46.8 million of net amounts due to affiliates as of March 31, 2026 and December 31, 2025, respectively, as these are eliminated in consolidation and not presented within the condensed consolidated balance sheets. P3 HEALTH PARTNERS INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) Three Months Ended March 31, 2026 2025 OPERATING REVENUE: Capitated revenue $ 379,499 $ 369,517 Other revenue 6,891 3,708 TOTAL OPERATING REVENUE 386,390 373,225 OPERATING EXPENSE: Medical expense 336,024 372,043 Premium deficiency reserve (4,715 ) (6,962 ) Corporate, general and administrative expense 25,543 24,999 Sales and marketing expense 227 181 Depreciation and amortization 21,074 21,052 TOTAL OPERATING EXPENSE 378,153 411,313 OPERATING INCOME (LOSS) 8,237 (38,088 ) OTHER INCOME (EXPENSE): Interest expense, net (16,766 ) (8,725 ) Mark-to-market of stock warrants 330 3,322 Other 242 318 TOTAL OTHER EXPENSE (16,194 ) (5,085 ) LOSS BEFORE INCOME TAXES (7,957 ) (43,173 ) INCOME TAX BENEFIT (PROVISION) 10,997 (1,073 ) NET INCOME (LOSS) 3,040 (44,246 ) LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 1,817 (23,766 ) NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST $ 1,223 $ (20,480 ) NET INCOME (LOSS) PER SHARE: Basic $ 0.37 $ (6.28 ) Diluted $ 0.32 $ (6.28 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic 3,288 3,260 Diluted 8,417 3,260 P3 HEALTH PARTNERS INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Three Months Ended March 31, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 3,040 $ (44,246 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 21,074 21,052 Premium deficiency reserve (4,715 ) (6,962 ) Paid in-kind interest expense 10,799 5,614 Amortization of original issue discount and debt issuance costs 2,803 331 Equity-based compensation 1,051 1,808 Deferred income taxes 478 — Mark-to-market adjustment of stock warrants (330 ) (3,322 ) Changes in operating assets and liabilities: Health plan receivable (32,436 ) (8,084 ) Clinic fees, insurance, and other receivable (5,681 ) (1,462 ) Prepaid expenses and other current assets (715 ) (558 ) Other long-term assets (473 ) (14,345 ) Accounts payable, accrued expenses, and other current liabilities 420 1,593 Accrued payroll 823 494 Health plan settlements payable (21,585 ) 1,150 Claims payable (1,892 ) 13,575 Accrued interest — — Operating lease liability (128 ) (104 ) Net cash used in operating activities (27,467 ) (33,466 ) CASH FLOWS FROM INVESTING ACTIVITIES: Other, net (43 ) — Net cash used in investing activities (43 ) — CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt, net of original issue discount 27,000 30,000 Proceeds from short-term debt 1,044 1,137 Repayment of short-term and long-term debt (209 ) (341 ) Payment of debt issuance costs (30 ) (139 ) Net cash provided by financing activities 27,805 30,657 Net change in cash and restricted cash 295 (2,809 ) Cash and restricted cash, beginning of period 25,807 44,102 Cash and restricted cash, end of period $ 26,102 $ 41,293 RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (LOSS) (in thousands, except PMPM) (unaudited) Three Months Ended March 31, 2026 2025 Net income (loss) $ 3,040 $ (44,246 ) Interest expense, net 16,766 8,725 Depreciation and amortization 21,074 21,052 Income tax provision (benefit) (10,997 ) 1,073 Mark-to-market of stock warrants (330 ) (3,322 ) Premium deficiency reserve (4,715 ) (6,962 ) Equity-based compensation 1,051 1,808 Other(1) (130 ) (318 ) Adjusted EBITDA (loss) $ 25,759 $ (22,190 ) Adjusted EBITDA (loss) PMPM $ 81 $ (63 ) _____________________________________________ (1) Other during the three months ended March 31, 2026 consisted of interest income partially offset by valuation allowance on our notes receivable. Other during the three months ended March 31, 2025 consisted of interest income partially offset by legal settlements and valuation allowance on our notes receivable. (2) Amounts represent net impact of revenue adjustments related to prior year developments, claims expenses related to prior year dates of service, and other network expenses attributable to prior years. MEDICAL MARGIN (in thousands, except PMPM) (unaudited) Three Months Ended March 31, 2026 2025 Capitated revenue $ 379,499 $ 369,517 Less: medical claims expense (305,842 ) (352,317 ) Medical margin $ 73,657 $ 17,200 Medical margin PMPM $ 231 $ 49 RECONCILIATION OF GROSS PROFIT (LOSS) TO MEDICAL MARGIN (in thousands) Three Months Ended March 31, 2026 2025 Gross profit (loss) $ 50,366 $ 1,182 Other revenue (6,891 ) (3,708 ) Other medical expense 30,182 19,726 Medical margin $ 73,657 $ 17,200 RECONCILIATION OF TOTAL OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE (in thousands) (unaudited) Three Months Ended March 31, 2026 2025 Total operating expense $ 378,153 $ 411,313 Medical expense (336,024 ) (372,043 ) Depreciation and amortization (21,074 ) (21,052 ) Premium deficiency reserve 4,715 6,962 Equity-based compensation (1,051 ) (1,808 ) Other — 62 Adjusted operating expense $ 24,719 $ 23,434 View source version on businesswire.com: https://www.businesswire.com/news/home/20260514491279/en/ David Deuchler
Investor Relations
Gilmartin Group
investors@p3hp.org Original: P3 Health Partners Announces First Quarter 2026 Results
US Market News
3月前
P3 Health Partners Announces Fourth Quarter and Full Year 2025 ResultsMarch 26, 2026 4:05 PM
Business Wire
Providing 2026 Guidance, Indicating a $10 Million Adjusted EBITDA Midpoint
Management to Host Conference Call and Webcast March 26, 2026 at 4:30 PM ET
P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management company, today announced its financial results for the fourth quarter and full year ended December 31, 2025, and provided 2026 guidance.
"2025 was a year of meaningful progress in repositioning the business. We strengthened our contract economics, improved provider alignment, and built a more disciplined operating foundation. With that work in place, we enter 2026 with a clear path to profitability and approximately $170 million of expected year-over-year EBITDA improvement at the midpoint of our guidance range," said Aric Coffman, CEO of P3. "Additionally, our new Medicare Advantage geography reflects our approach to smart growth with a deliberate glidepath toward full risk that we believe will strengthen the long-term earnings power of the platform."
Fourth Quarter 2025 Financial Results
At-risk membership was approximately 115,000, a decrease of approximately 9% compared to the same quarter prior year.
Total revenue was $384.8 million compared to $370.7 million in the prior year quarter; capitated revenue PMPM improved 9% year-over-year to $1,060.
Medical margin(1) was negative $28.7 million or negative $83 PMPM, compared to $7.3 million, $19 PMPM in the prior year quarter.
Net loss was $165.7 million compared to a net loss of $129.1 million in the fourth quarter of the prior year.
Adjusted EBITDA loss(1) was $76.1 million compared to an Adjusted EBITDA loss(1) of $67.6 million in the same quarter prior year.
Full-Year 2025 Financial Results
At-risk membership was approximately 116,000, a decrease of approximately 8% compared to approximately 126,000 in the prior year, driven by intentional network alignment.
Total revenue was $1.46 billion compared to $1.50 billion in the prior year; capitated revenue PMPM improved 5% year-over-year to $1,026.
Medical margin(1) was $23.5 million, or $17 PMPM(1); on a normalized basis, medical margin was $53.4 million, or $38 PMPM, compared to $51.5 million or $34 PMPM, in the prior year.
Net loss was $323.1 million compared to a net loss of $310.4 million in the prior year.
Adjusted EBITDA loss(1) was $161.3 million compared to an Adjusted EBITDA loss(1) of $167.2 million in the prior year; on a normalized basis, Adjusted EBITDA loss was $149.1 million compared to $193.0 million in 2024, a $43.9 million year-over-year improvement.
2026 Guidance
Adjusted EBITDA expected in the range of negative $20 million to positive $40 million, with the midpoint of $10 million, representing approximately $170 million in year-over-year improvement.
Year Ending December 31, 2026
Low
High
At-risk Members(2)
107,000
117,000
Total Revenues (in millions)
$1,500
$1,700
Medical Margin(1)(3) (in millions)
$160
$200
Medical Margin(3) PMPM
$120
$150
Adjusted EBITDA(3) (in millions)
$(20)
$40
(1)
Adjusted EBITDA, Adjusted EBITDA per member, per month (“PMPM”), Normalized Adjusted EBITDA, Normalized Adjusted EBITDA 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 2026 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 March 26, 2026 at 4:30 PM ET
Title & Webcast
P3 Health Fourth Quarter and Full Year 2025 Earnings Conference Call
Date & Time
March 26, 2026, 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 (ir.p3hp.org). The Company’s press release will be available at ir.p3hp.org website in advance of the conference call. An archived recording of the webcast will be available at ir.p3hp.org for a period of 90 days following the conference call.
About P3 Health Partners (NASDAQ: PIII):
P3 Health Partners Inc. 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 2,400 affiliated primary care providers across the country. Our local teams of health care professionals manage the care of thousands of patients in 23 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 www.p3hp.org and follow us on on LinkedIn and Facebook.
Non-GAAP Financial Measures
In addition to the financial results prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), this press release contains certain non-GAAP financial measures as defined by the SEC rules, including Adjusted EBITDA and Adjusted EBITDA PMPM, Normalized Adjusted EBITDA and Normalized Adjusted EBITDA PMPM, medical margin, and medical margin PMPM. EBITDA is defined as GAAP net income (loss) before (i) interest, (ii) income taxes and (iii) depreciation and amortization. Adjusted EBITDA is defined as EBITDA, further adjusted to exclude the effect of certain supplemental adjustments, such as (i) mark-to-market warrant gain/loss, (ii) premium deficiency reserves, (iii) equity-based compensation expense, (iv) certain transaction and other related costs and (v) certain other items that we believe are not indicative of our core operating performances. Adjusted EBITDA PMPM is defined as Adjusted EBITDA divided by the number of at-risk Medicare members each month divided by the number of months in the period. Normalized Adjusted EBITDA is defined as Adjusted EBITDA, further adjusted to exclude revenue adjustments related to prior year developments, claims expenses related to prior year dates of service, and other network expenses attributable to prior years. Normalized Adjusted EBITDA PMPM is defined as Normalized Adjusted EBITDA divided by the number of at-risk Medicare members each month divided by the number of months in the period. We believe these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other similar companies. Medical margin represents the amount earned from capitation revenue after medical claims expenses are deducted and medical margin PMPM is defined as medical margin divided by the number of Medicare members each month divided by the number of months in the period. Medical claims expenses represent costs incurred for medical services provided to our members. As our platform grows and matures over time, we expect medical margin to increase in absolute dollars; however, medical margin PMPM may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to medical margin PMPM. We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In addition, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. The tables at the end of this press release present a reconciliation of Adjusted EBITDA and Normalized Adjusted EBITDA to net income (loss) and Adjusted EBITDA PMPM to net income (loss) PMPM, medical margin to gross profit, and medical margin PMPM to gross profit PMPM, which are the most directly comparable financial measures calculated in accordance with GAAP.
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 U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended. Words such as "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro-forma," "project," "seek," "should," "target," or "will," or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements address various matters, including the Company’s future expected growth strategy and operating performance; and the Company’s ability to execute on its identified strategic improvement opportunities, all of which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
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; our ability to maintain compliance with California regulations related to financial solvency and operational performance; 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, 2025, the soon-to-be-filed Annual Report on Form 10-K for the year ended December 31, 2025, 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
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)
December 31, 2025
December 31, 2024
ASSETS
CURRENT ASSETS:
Cash
$
25,012
$
38,816
Restricted cash
795
5,286
Health plan receivable, net of allowance for credit losses of $281 and $150 as of December 31, 2025 and 2024, respectively
92,458
121,266
Clinic fees, insurance and other receivables
3,379
3,947
Prepaid expenses and other current assets
11,439
14,422
Assets held for sale
—
403
TOTAL CURRENT ASSETS
133,083
184,140
Property and equipment, net
3,374
5,734
Intangible assets, net
492,423
574,350
Other long-term assets
27,761
19,196
TOTAL ASSETS (1)
$
656,641
$
783,420
LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Accounts payable
$
11,715
$
8,442
Accrued expenses and other current liabilities
42,391
29,416
Accrued payroll
1,950
2,722
Health plan settlements payable
69,830
55,565
Claims payable
287,790
255,089
Premium deficiency reserve
86,116
67,368
Accrued interest
429
2,305
Current portion of long-term debt
45,036
75,155
Liabilities held for sale
—
353
TOTAL CURRENT LIABILITIES
545,257
496,415
Operating lease liability
11,475
11,339
Warrant liabilities
2,462
10,312
Long-term debt, net
228,374
108,907
Other Long-Term Liabilities
9,308
6,918
TOTAL LIABILITIES (1)
796,876
633,891
COMMITMENTS AND CONTINGENCIES (Note 14)
MEZZANINE EQUITY:
Redeemable non-controlling interest
14,997
73,593
STOCKHOLDERS’ (DEFICIT) EQUITY:
Class A common stock, $0.0001 par value; 800,000 shares authorized; 3,286 and 3,257 shares issued and outstanding as of December 31, 2025 and 2024, respectively
—
—
Class V common stock, $0.0001 par value; 205,000 shares authorized; 3,919 and 3,919 shares issued and outstanding as of December 31, 2025 and 2024, respectively
—
—
Additional paid in capital
495,909
579,129
Accumulated deficit
(651,141
)
(503,193
)
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY
(155,232
)
75,936
TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ (DEFICIT) EQUITY
$
656,641
$
783,420
____________________
(1)
The Company’s consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 21 “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 consolidated balance sheets include total assets that can be used only to settle obligations of P3 LLC’s consolidated VIEs totaling $8.2 million and $9.3 million as of December 31, 2025 and 2024, 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 $14.9 million as of December 31, 2025 and 2024, respectively. These VIE assets and liabilities do not include $46.8 million and $40.3 million of net amounts due to affiliates as of December 31, 2025 and 2024, respectively, as these are eliminated in consolidation and not presented within the consolidated balance sheets.
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
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
Three Months Ended
December 31,
Year Ended
December 31,
2025
2024
2025
2024
OPERATING REVENUE:
Capitated revenue
$
366,183
$
367,456
$
1,428,979
$
1,483,602
Other revenue
18,631
3,230
30,101
16,853
TOTAL OPERATING REVENUE
384,814
370,686
1,459,080
1,500,455
OPERATING EXPENSE:
Medical expense
426,058
410,224
1,519,240
1,559,372
Premium deficiency reserve
55,414
37,927
18,749
53,698
Corporate, general and administrative expense
35,878
31,366
106,311
112,596
Sales and marketing expense
335
461
918
1,331
Depreciation and amortization
20,995
21,153
84,163
86,058
Impairment of Assets Held for Sale
—
8,058
—
8,058
TOTAL OPERATING EXPENSE
538,680
509,189
1,729,381
1,821,113
OPERATING LOSS
(153,866
)
(138,503
)
(270,301
)
(320,658
)
OTHER INCOME (EXPENSE):
Interest expense, net
(15,637
)
(6,834
)
(55,034
)
(22,173
)
Mark-to-market of stock warrants
5,066
7,488
7,850
22,114
Other
(2,155
)
384
(3,414
)
1,457
Gain on asset sale, net
(162
)
13,269
(162
)
13,269
TOTAL OTHER (EXPENSE) INCOME
(12,888
)
14,307
(50,760
)
14,667
LOSS BEFORE INCOME TAXES
(166,754
)
(124,196
)
(321,061
)
(305,991
)
PROVISION FOR INCOME TAXES
1,040
(4,952
)
(2,025
)
(4,387
)
NET LOSS
(165,714
)
(129,148
)
(323,086
)
(310,378
)
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NON-CONTROLLING INTEREST
(90,195
)
(70,531
)
(175,138
)
(174,529
)
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST
$
(75,519
)
$
(58,617
)
$
(147,948
)
$
(135,849
)
NET LOSS PER SHARE (Note 17):
Basic
(23.02
)
(18.02
)
(45.26
)
(46.78
)
Diluted
(23.02
)
(18.02
)
(45.26
)
(54.06
)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 17):
Basic
3,281
3,253
3,269
2,904
Diluted
7,200
3,253
3,269
2,940
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
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Year Ended
December 31,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$
(323,086
)
$
(310,378
)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
84,163
86,058
Paid in-kind interest expense
29,718
7,895
Premium deficiency reserve
18,749
53,698
Amortization of original issue discount and debt issuance costs
13,556
87
Mark-to-market adjustment of stock warrants
(7,850
)
(22,114
)
Equity-based compensation
5,581
5,752
Provision for bad debts
2,996
—
Loss (gain) on asset sale
162
(13,269
)
Impairment of assets held for sale
—
8,058
Gain on write off of contingent consideration
—
(4,907
)
Deferred income taxes
2,868
(1,090
)
Changes in operating assets and liabilities:
Health plan receivable
28,677
(2,769
)
Clinic fees, insurance, and other receivable
(2,297
)
(990
)
Prepaid expenses and other current assets
2,983
(10,834
)
Other long-term assets
(3,525
)
(43
)
Accounts payable, accrued expenses, and other current liabilities
11,108
(8,101
)
Accrued payroll
(772
)
(784
)
Health plan settlements payable
14,265
20,573
Claims payable
32,701
77,080
Accrued interest
(1,876
)
—
Other long-term liabilities
—
5,897
Operating lease liability
641
53
Net cash used in operating activities
(91,238
)
(110,128
)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
79
—
Proceeds from asset sale
50
14,525
Net cash provided by investing activities
129
14,525
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt, net of original issue discount
73,000
88,057
Payment of debt issuance costs
(186
)
(103
)
Proceeds from liability-classified warrants and private placement offering, net of offering costs paid
—
40,496
Proceeds from at-the-market sales, net of offering costs paid
—
33
Deferred offering costs paid
—
(507
)
Payment of tax withholdings upon settlement of restricted stock unit awards
—
(103
)
Repayment of short-term and long-term debt
(1,137
)
(30,973
)
Proceeds from short-term debt
1,137
1,871
Net cash provided by financing activities
72,814
98,771
Net change in cash and restricted cash
(18,295
)
3,168
Cash and restricted cash, beginning of year
44,102
40,934
Cash and restricted cash, end of year
$
25,807
$
44,102
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA LOSS
(in thousands, except PMPM)
(unaudited)
Three Months Ended
December 31,
Year Ended
December 31,
2025
2024
2025
2024
Net loss
$
(165,714
)
$
(129,148
)
$
(323,086
)
$
(310,378
)
Interest expense, net
15,637
6,834
55,034
22,173
Depreciation and amortization
20,995
21,153
84,163
86,058
Income tax provision (benefit)
(1,040
)
4,952
2,025
4,387
Mark-to-market of stock warrants
(5,066
)
(7,488
)
(7,850
)
(22,114
)
Premium deficiency reserve
55,414
37,927
18,749
53,698
Equity-based compensation
1,099
721
5,581
5,752
Other(1)
2,610
(2,533
)
4,108
(6,775
)
Adjusted EBITDA loss
$
(76,065
)
$
(67,582
)
$
(161,276
)
$
(167,199
)
Normalization adjustments(2)
1,301
(6,341
)
12,207
(25,788
)
Normalized adjusted EBITDA
$
(74,764
)
$
(73,923
)
$
(149,069
)
$
(192,987
)
Adjusted EBITDA loss PMPM
$
(220
)
$
(179
)
$
(116
)
$
(111
)
Normalized adjusted EBITDA PMPM
$
(216
)
$
(195
)
$
(107
)
$
(128
)
____________________
(1)
Other during the year ended December 31, 2025 consisted of (i) interest income, (ii) loss on disposal of certain property and equipment, (iii) severance expense in connection with reorganization of workforce and (iv) legal settlements and valuation allowance on our notes receivable. Other during the year ended December 31, 2024 consisted of (i) interest income, (ii) gain recognized upon the settlement and write-off of contingent consideration related to an acquisition completed in a prior year and (iii) gain recognized on asset sale partially offset by (iv) severance and related expense in connection with our chief executive officer transition, (v) loss on impairment on assets held for sale, and (vi) valuation allowance on our notes receivable.
(2)
Amounts represent net impact of revenue adjustments related to prior year developments, claims expenses related to prior year dates of service, and other network expenses attributable to prior years.
MEDICAL MARGIN
(in thousands, except PMPM)
(unaudited)
Three Months Ended
December 31,
Year Ended
December 31,
2025
2024
2025
2024
Capitated revenue
$
366,183
$
367,456
$
1,428,979
$
1,483,602
Less: medical claims expense
(394,882
)
(360,178
)
(1,405,451
)
(1,398,143
)
Medical margin
$
(28,699
)
$
7,278
$
23,528
$
85,459
Medical margin PMPM
$
(83
)
$
19
$
17
$
57
RECONCILIATION OF GROSS PROFIT (LOSS) TO MEDICAL MARGIN
(in thousands)
Three Months Ended
December 31,
Year Ended
December 31,
2025
2024
2025
2024
Gross profit (loss)
$
(41,244
)
$
(39,538
)
$
(60,160
)
$
(58,917
)
Other patient service revenue
(18,631
)
(3,230
)
(30,101
)
(16,853
)
Other medical expense
31,176
50,046
113,789
161,229
Medical margin
$
(28,699
)
$
7,278
$
23,528
$
85,459
RECONCILIATION OF TOTAL OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE
(in thousands)
(unaudited)
Three Months Ended
December 31,
Year Ended
December 31,
2025
2024
2025
2024
Total operating expense
$
538,680
$
509,189
$
1,729,381
$
1,821,113
Medical expense
(426,058
)
(410,224
)
(1,519,240
)
(1,559,372
)
Depreciation and amortization
(20,995
)
(21,153
)
(84,163
)
(86,058
)
Premium deficiency reserve
(55,414
)
(37,927
)
(18,749
)
(53,698
)
Equity-based compensation
(1,099
)
(721
)
(5,581
)
(5,752
)
Other
(1
)
(10,458
)
130
(4,353
)
Adjusted operating expense
$
35,113
$
28,706
$
101,778
$
111,880
View source version on businesswire.com: https://www.businesswire.com/news/home/20260326027105/en/
David Deuchler
Investor Relations
Gilmartin Group
investors@p3hp.org
Original: P3 Health Partners Announces Fourth Quarter and Full Year 2025 Results
Trooperstocks
3年前
NEWS: P3 Health Partners Announces Second-Quarter 2023 Results
Mon, August 7, 2023 at 4:05 PM EDT
In this article: PIII +4.6729%
Management to Host Conference Call and Webcast August 7, 2023 at 4:30 PM ET
HENDERSON, Nev., August 07, 2023--(BUSINESS WIRE)--P3 Health Partners Inc. ("P3" or the "Company") (NASDAQ: PIII), a patient-centered and physician-led population health management company, today announced its financial results for the second quarter ended June 30, 2023.
"The results for the second quarter of 2023 show the power and trajectory of the P3 model. I’m delighted to say we had solid improvement across all key metrics. The strength we have seen in 2023 has given us the stability and momentum to drive our next phase of success in 2024, and beyond," said Dr. Sherif Abdou, CEO of P3.
"We experienced approximately 1% medical cost trend for the quarter. That is a reflection of the effectiveness of P3’s model and the increasing maturity of the membership on P3’s platform. The value we deliver and demand for P3’s model is rooted in our ability to bend the cost curve for our patients, providers, and payor clients," said Bill Bettermann, COO of P3.
Second-Quarter 2023 Financial Results
Capitated revenue was $325.6 million, an increase of 21.9% compared to $267.1 million in the second quarter of the prior year
Net loss was $27.6 million, compared to a net loss of $903.1 million in the second quarter of the prior year. The second quarter of 2022 was negatively impacted by a goodwill impairment charge of $851.5 million
Net loss PMPM was $88 compared to a net loss PMPM of $2,995 the second quarter of the prior year
Adjusted EBITDA(1) was $0.2 million, compared to an Adjusted EBITDA loss of $28.7 million in the second quarter of the prior year
Adjusted EBITDA PMPM(1) was roughly breakeven, compared to an Adjusted EBITDA loss PMPM of $95 in the second quarter of the prior year
Gross profit was $26.8 million, an improvement of $24.8 million compared to $2.0 million in the second quarter of the prior year
Gross profit PMPM was $86, an improvement of $79 compared to $7 in the prior year
Medical margin(1) was $50.5 million, an increase of 132.1% compared to $21.8 million in the second quarter of the prior year
Medical margin PMPM(1) was $161, an increase of 123.2% compared to a medical margin PMPM of $72 in the prior year
First-Half 2023 Financial Results
Capitated revenue was $624.3 million, an increase of 16.3% compared to $536.8 million in the first half of the prior year
Net loss was $80.0 million, compared to a net loss of $963.9 million in the first half of the prior year. The first half of 2022 was negatively impacted by a goodwill impairment charge of $851.5 million
Net loss PMPM was $129 compared to a net loss PMPM of $1,613 in the first half of the prior year
Adjusted EBITDA(1) loss was $18.9 million, compared to an Adjusted EBITDA loss of $47.6 million in the first half of the prior year
Adjusted EBITDA PMPM(1) loss was $30, compared to an Adjusted EBITDA loss of $80 PMPM in the first half of the prior year
Gross profit was $43.3 million, an improvement of 345% compared to $9.7 million in the first half of the prior year
Gross profit PMPM was $70, an increase of 329% compared to $16 in the first half of the prior year
Medical margin(1) was $89.7 million, an increase of 92.6% compared to $46.6 million in the first half of the prior year
Medical margin PMPM(1) was $145, an increase of 85.9% compared to a medical margin PMPM of $78 in the prior year
About P3 Health Partners (NASDAQ: PIII):
P3 Health Partners Inc. 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 2,600 affiliated primary care providers across the country. Our local teams of health care professionals manage the care of thousands of patients in 18 counties across five 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 www.p3hp.org and follow us on LinkedIn and Facebook.com/p3healthpartners.
Non-GAAP Financial Measures
In addition to the financial results prepared in accordance accounting principles generally accepted in the U.S. ("GAAP"), this press release contains certain non-GAAP financial measures as defined by the SEC rules, including Adjusted EBITDA, Adjusted EBITDA PMPM, medical margin and medical margin PMPM. EBITDA is defined as GAAP net income (loss) before (i) interest, (ii) income taxes and (iii) depreciation and amortization. Adjusted EBITDA is defined as EBITDA, further adjusted to exclude the effect of certain supplemental adjustments, such as (i) mark-to-market warrant gain/loss, (ii) premium deficiency reserves, (ii) equity-based compensation expense and (vi) certain other items that we believe are not indicative of our core operating performances. Adjusted EBITDA PMPM is defined as Adjusted EBITDA divided by the number of Medicare Advantage members each month divided by the number of months in the period. We believe these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other similar companies. Medical margin represents the amount earned from capitation revenue after medical claims expenses are deducted and medical margin PMPM is defined as medical margin divided by the number of Medicare Advantage members each month divided by the number of months in the period. Medical claims expenses represent costs incurred for medical services provided to our members. As our platform grows and matures over time, we expect medical margin to increase in absolute dollars; however, medical margin PMPM may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to medical margin PMPM. We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In addition, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. The tables at the end of this press release present a reconciliation of Adjusted EBITDA to net income (loss) and Adjusted EBITDA PMPM to net income (loss) PMPM, and medical margin to gross profit and medical margin PMPM to gross profit PMPM, which are the most directly comparable financial measures calculated in accordance with GAAP.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended. Words such as "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro-forma," "project," "seek," "should," "target," or "will," or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements address various matters, including the Company’s future expected growth strategy and operating performance; current expectations regarding the Company’s outlook as to revenue, at-risk Medicare Advantage membership, medical margin, medical margin PMPM and Adjusted EBITDA loss for the full year 2023, all of which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
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 of 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 payers; the impact of COVID-19, including the impact of new variants of the virus, or another pandemic, epidemic or outbreak of infectious disease on our business and results of operation; increased labor costs; our ability to recruit and retain qualified team members and independent physicians; and other factors discussed in Part I, Item 1A. "Risk Factors" of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023, as updated by Part II, Item 1A. "Risk Factors" in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023 to be filed with the SEC, and in the Company’s other 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.
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