Greetings, and welcome to P3 Health Partners Third Quarter 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Karen Blomquist. Please go ahead.

Thank you, operator, and thank you for joining us today. Before we proceed with the call, I would like to remind everyone that certain statements made during this call are forward-looking statements under the U.S. Federal Securities laws including statements regarding our financial outlook and long-term targets. These forward-looking statements are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These statements are subject to risks and uncertainties that could cause actual results to differ materially from historical experience or present expectations. Additional information concerning factors that could cause actual results to differ from statements made on this call is contained in our periodic reports filed with the SEC. The forward-looking statements made during this call speak only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements. We will refer to certain non-GAAP financial measures on this call. These non-GAAP financial measures are in addition to and not a substitute or superior to measures of financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures. For example, other companies may calculate similarly titled non-GAAP financial measures differently. Refer to the appendix of our earnings release for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures. Information presented on this call is contained in the press release we issued today and in our SEC filings, which may be accessed from the Investors page of the P3 Health Partners’ website. I will now turn the call over to Dr. Abdou.

Thanks, Karen. Good afternoon, everyone, and thank you for joining us in our call today. I know it has only been a few weeks since our last update and as promised, we are now back on a normal cadence of earning releases. I would like to start by providing a snapshot of the results and a strong demand as we see for our value based care. I will then turn the call over to Erin Darakjian, our Interim CFO for the financial review. And finally, we will turn it over to Dr. Amir Bacchus, our Chief Medical Officer and Co-Founder who will provide some insight into P3 through the lens of the position. I will just start by saying we had a strong third quarter with a strong underlying performance. Our membership is up 67% from the third quarter last year. In the third quarter, we achieved nearly 60% increase in revenue compared to the prior year. We had roughly 180 basis point improvement in gross margin in the first nine-months of 2022 compared to the same period in the prior year. Our EBITDA per-member per-month improved 6.5% approximately in the Q3 of 2022 comparing to a prior year. Our base cohort on our platform for 36 plus months continue to improve and achieve an average of annual 11% improvement in medical cost. We are seeing consistent improvement in our medical margin, which is capitated revenue minus medical expense. We are also anticipating a robust pipeline for 2023. We believe that our growth in 2022 continues to demonstrate that our vision to be a leader of transformation healthcare with our patient center, outcome-oriented care model is succeeding. In more and more markets across the country, growth in the value-based care model has not only gained traction, but is providing its…

Thank you, Sherif. Our Q3 2022 top-line growth remains strong with total revenue of $248 million a $92 million or a 59% increase over the same period in the prior year. For the three-months ended September 30, 2022, we reported a net loss of $65 million compared to a net loss of $32 million in the three-months ended September 30, 2021. The increase in the loss was primarily driven by onboarding roughly 35,000 new patients to our platform during 2022, which included adding new employees to support that growth as well as non-recurring costs related to consulting fees. Adjusted EBITDA loss on non-GAAP measure was 40 million Q3 2022 compared to an adjusted EBITDA loss of 26 million in the same period of the prior year. On a per-member per-month basis, adjusted EBITDA loss in Q3 was $133, an improvement over a loss of $142 PMPM in the prior year. Our Q3 2022 year-to-date top-line growth remains strong with total revenue of $791 million, a $339 million or 75% increase over the same period in the prior year, 99% of that revenue was derived from capitative agreement related to our at risk Medicare Advantage members. For the first nine-months of 2022, we reported a net loss of $1 billion compared to a net loss of $86 million in the nine-months of the prior year. The increase in the loss was primarily driven by goodwill impairment charge, which increased the net loss by $852 million. The impairment charge was taken due to the decrease in our market cap relative to the book value of goodwill. This was a non-cash charge short our income statement during the period. Excluding the impairment charge, our net loss reflects the ramp up costs associated with onboarding roughly 35,000 new patients to our platform during 2022,…

Thank you, Erin. At P3, our model is focused on engagement, whether with our payers, through delegation, our patients through care management and thoughtful communication, or our providers through direct interaction via both our clinical and administrative team. Today, I would like to shed some light on how we work with providers by describing a recent interview from a large provider practice in our Oregon network. Dr. Tim Powell, CEO of Evergreen Family Medicine, highlighted some of the benefits of P3 in his recent YouTube interview. Dr. Powell shared his view on the benefits of having P3 for his patients, and he described P3 a couple of short - through a couple of short stories that show how P3 supports provider groups. This first example described an elderly patient in his care who had suffered from a disabling stroke many years earlier that left one side of his body paralyzed. The patient’s wife had been taking care of him for about 10-years. And now that they were much older, it was much too much for her to handle. When this need was identified in step P3, utilizing our social workers and administrative team to ensure that her husband could get the right care in the right place. Dr. Powell knew he didn’t want the patient to necessarily have to go to the hospital and then be transferred to a rehab facility, the typical avenue to get admission into a rehab hospital. Instead, we at P3, were able to find an assisted living facility that could manage the patient’s rehab needs, while also giving his wife peace of mind for her husband’s ongoing care. At P3, we understand that by focusing on what care really means, it is not just about doing a procedure or any medications. Sometimes the most important…

Thanks, Amir. Before we start and begin our Q&A I will leave you with this. As I started with, we are reporting a very strong third quarter and a strong underlying performance from our medical management team. The near-rate and membership increase year-over-year, same period, 67% a year-over-year, revenue improvement of approximately 60% and roughly 180 basis point improvement in our gross profit. Our base cohort, which has about 9,000 lives in it, continue to show a consistent 11% average annual improvement in the medical cost, and thus cohort or the live that has been with us for 36 plus months. And PMPM EBITDA as Erin had discussed, if you compare year-to-date EBITDA with the first three-months in 2021, there a 6.5% improvement approximately. And even if you compare end of year 2021 EBITDA and you compare the new guidance, it still reflects about 11% to 22% improvement as Erin had discussed. We continue to see a robust demand and a robust pipeline for the growth in 2023 and beyond. So we are executing on our disciplined, purposeful growth strategy which focuses not only on growth, but prudent management of the balance sheet. Thank you. And now Victoria, we will be happy to take any questions.

Thank you. [Operator Instructions] Our first question comes from Josh Raskin with Nephron Research. Please go ahead. Josh, the floor is yours.

Okay, great. Thanks. Sorry about that. So I wanted to ask about the EBITDA guidance down about $51 million or so. But I’m only counting I think $39 million of items that were called out that Erin went through. So was there some operational change, or am I doing the math wrong. I just want to make sure because I think Dr. Abdou, you talked about no change to the operations. But I just want to make sure that I’m not missing something there.

Yes. Josh, thank you very much for the question and clarification. So it is the cost of care that is not related to the claim related is what increased with the membership. So for example, we pay extra amount for a comprehensive visit examination. And last year we paid for 60,000 lives. This year we are paying for over 100,000 lives. So that would increase. Even though it is not a medical cost, your medical management does not include, but it is a cost of - you can close operation or you can call it cost of sales or cost of goods standard language. So I appreciate you pointing that out. It is all related to the cost increase in membership.

Okay. So it is the 12 million for the final settlement suite. It is the seven million to 12 million, let’s call it 10 million additional resources for the audit and then the 15 million to 20 million that gets kicked into 2023. And then the increment is from your previous guidance is the incremental cost of these say doing this comprehensive visits for 40,000 more lives. That is the idea.

That is the idea. Thank you.

Okay. And then starting, I guess, sort of an outlook for 2023, I understand you are not going to give guidance, but I just have a couple of moving parts. So did I hear Erin say that the EBITDA loss would be 34 million to 42 million in 2022? Is that a reasonable baseline to start? Is that the starting point?

So you are, I’m sorry, Josh, you are saying for full-year 2022, the full-year EBITDA loss?

Yes. Well, for 2022, right. Excluding these kind of what you would describe as one-time items, what is like the right baseline?

Yes. So we are saying that if we - the three that you just mentioned, if you added those back, we would be somewhere - it would be an improvement of around $34 million to $42 million. So in-line with prior guidance of around 90. Yes.

Alright so it is really the, so it was sort of 55 to 90. So I’m sorry to be so specific on this, but the one 18 to 128 add back 34 to 42, that is the baseline. So that is the first, that is the starting point. And then second, I know at the time of the spec, that is a long time ago, but you guys were looking for 2023 revenues of about 125 billion or 1,255 billion in light of the outperformance, significant outperformance for 2022. Maybe you could just give us some directional feedback on revenues for next year. If there is any kind of like one time big contract wins or if it is just sort of the expected continuation of your sort of what I will call normal growth. And then again, if you could just give us some color on, I know EBITDA break even in 2024, but does 2023 look more like 2022 or does it get you halfway there? Just some sense of where you are heading so that we can sort of figure out sort of cash needs?

Josh, I really appreciate that question. Our lawyer will be chopping my head if I start getting into 2023. So, you are the master of expectations, so I let everybody kind of reread what you just said, but I have no comments to give on 2023 guidance at this point. Excited. but no specifics.

Okay, I will get back in queue.

Next question comes from Brooks O’Neil with Lakes Treat. Please go ahead. Brooks O’Neil: Thank you, good afternoon everyone. I have a couple of questions too. Going to try not to be quite as mathematical as Josh was, but let me just start off by saying, when I look at your balance sheet for September 30, I see roughly 35 million in cash and obviously you have got 80 million of debt. So in light of the report today and kind of the outlook for the fourth quarter and into 2023, how should we think about the kind of capital you believe you need to get through 2023 and get to 2024 to the adjusted EBITDA outbreak even level you are talking about?

Hi Brooks its Erin. I will just reiterate, our strong growth has contributed to the cash burn that you are seeing. We are very focused on being prudent regarding cash and we are in active discussions to ensure liquidity, but we have highly supportive shareholders of the company that are very big believers in the P3 model. We are also actively looking at options and in discussions with our Board and active market players on potentially refinancing or enlarging that debt facility. Brooks O’Neil: Okay. I understand all that. Let me ask a somewhat different question. So it feels to me in the current environment as I talk to healthcare players around the country, like you have virtually unlimited opportunity to add membership that the marketplace needs you and the model you bring to the party. So my question is, how do you guys think about balancing growth, membership growth let’s say with the obvious reality that the more members you take, the more money you lose.

Bruce, thank you very much for the question, but more importantly, thank you for the observation that we have - always as we reported excited about having been in the right space, which is the Medicare advantage with the right model, which is the affiliated delegated model was definitely the right team, being Dr. Bacchus, Laurie, Sarah, and Erin, and all great leaders that we have in space. And as I mentioned, repeatedly in my presentation, we continue to focus on the discipline purposeful growth. So we are able to get our strategy and our pipeline focus, for example, on the counties that we are in. So we will go deeper in the county by increasing providers and payers in the same county, and hence leveraging our platform and allowing us to, to grow without the exponential cost or losses that it was before. Secondly, we are looking into a strategic relationship with other providers in the marketplace where we can improve on our unit cost while we are growing our membership. So as we mature into the model and as the demand goes up, we are more disciplined, more purposeful, but also more powerful in our ability to manage the unit cost as well as manage the overall cost. Brooks O’Neil: Great. Let me just ask one more. I appreciate that Sherif that was very helpful. So as recognize that 2021 and 2022 have been characterized by not only the disruption of the audit and all of that, but COVID and staffing and all those things. So I’m just would love to get your perspective as you sit today and as you think about, let’s say the next year, and I’m not asking for guidance, I’m asking for what - how do you evaluate the biggest challenges you face in the environment you see out there now and what you anticipate as we move into the new year?

Great question. So let me divide that into two ways. One is how do I look to 2023 in comparing to 2022 and 2021? So number one, we have been talking about the cohort of the lives that is in a club that is 36 plus months on our platform. Those cohorts are going to double in 2023. So naturally there will be improvement in overall population on this cohort and their health outcome and their cost overall. Number two, the labor market continue to represent the challenge, definitely in 2021, definitely in 2022. We think that we either reach a peak and a plateau or it might soften a little bit. So I think we anticipate those kind of challenges to ease up a little bit. The demand would be great and we going to have to have the discipline to do two things. One, is go deep in counties there we are already in. And two, pick the right partner with the ability to move lives through a glide path to rest rather than doing the risk immediately. So we continue to find and refine our growth model and that would shape 2023. Brooks O’Neil: Perfect. Thank you very much. I’m excited for the New Year.

Thanks Sir.

Next question comes from Gary Taylor with Cowen. Please go ahead.

Hi. Good afternoon. I guess I wanted to if look at the quarter medical loss ratio, excluding the PDR benefit that is 104% and I know you are describing that as a strong quarter, even though, it is well above some initial expectations. I guess there is so much focus on the revenue line as being strong and less on the medical expense line. Can you give us some insight or data to help us to understand how those cohorts are developing, and whether or not you are new contracts or all your new contracts are running above 100% MLR?

Great question, Gary. And I appreciate that, as always. And as far as the details, let me gather them and I promise that I will share with you in details. I just don’t have it right in front of me. And I don’t want to give you an answer that is not completely accurate. But let me explain one thing is, when we talk about the medical cost ratio and we internally discussing the way that we purify that to be consistent with our peers reporting. The medical cost as we reported include a lot of non-claims related third-party providers. A lot of activity included in the cost of care that is not in the medical cost ratio that is not traditionally in the claims. For example, any surplus that we registered with providers we added there, any extra incentive for quality or access we paid to the medical groups, we added there. It is not related to the cost of care but related to the cost of operation. So I promise you that, I will get the details on the cohort, the details of that medical cost. So you can share my excitement of the improvement in the performance, underlying performance of our medical management team.

Okay. And then just moving to maybe moving to Erin, I just want to make sure I understand that is 15 million to 20 million of revenue that was in the guidance for 2022 that is now moving into 2023. Is that risk coding revenue, you saw the patient in 2021, you coded them in 2021. You are receiving that revenue from the plan in 2022, but you are not going to capture this last piece of that revenue until the sweeps are done in 2023. Am I understanding that correctly or can you clarify are that revenues moving?

So the revenue that is the 15 million to 20 million is actually related to services that were in 2022 that will be recognized in 2023. So it is not 2021, it is 2022 services that we will recognize when we receive the revenue in 2023.

So you are seeing the patient this year, you are coding them this year, but that is going to be reflected in their risk adjusted revenue next year?

That is correct.

And why is that moving if you are not changing your revenue recognition practice, because I think industry convention has been, you recognize the revenue in the year that you expect the plan to pass that risk coding revenue onto you.

So we recognize the, the midyear adjustment in this current year, but we recognize the final settlement in the next year when we receive it. That is based on cash basis.

Alright. And that is been your policy. Why is that moving? I thought you said the revenue recognition didn’t change. So I’m not sure I understood why the revenue moves from 2022 to 2023.

So due to the length of our 2021 audit, we had to push back those final settlements into 2021 that we would have otherwise recognized in 2022. So we looked at the possibility that we would move it into this year as well. But after consulting with our auditors and outside consultants, we decided to keep our existing policy of our revenue recognition and recognized it into next year.

Okay. Last one for me. The queue talked about your largest payer being 19% of revenue, but 35% of receivables. Is there any like, easy, quick explanation as to why that is - why that cycle is running longer with that largest payer?

That is a great question. I will have to look into it and get back to you on it, but I will take a note and we will make sure Karen reaches out to you with that answer.

Okay. Thank you.

The next question comes from Ryan Daniels with William Blair. Please go ahead.

Hey guys. This is [Jackson] on for Ryan Daniels, thanks for taking my questions. First off, can you just elaborate more on the details of the 15 million to 20 million in suites. And then just as a second part, this is just going off of, I think it was Josh’s line of questioning on the guidance numbers specifically within the Delta. I’m just kind of curious, has anything changed between the previous release and now? And is there anything further to kind of call out besides the sweeps that that could impact fourth quarter as well?

Linked to that question Jackson. This is like we said, we did consult with our auditors and consultants. We were looking into the possibility of having our 2022 suites reflected in 2022, but we ended up pushing it, like we said, to keep our existing policy and recognizing that revenue in 2023. And then, as we said before, we pushed 12 million back into 2021 and we incurred another seven to 10 in non-recurring costs related to the length of the audit as well as restatement the statement process that we have just completed less than a month ago, three weeks ago here.

Thanks. And then just looking at the corporate G&A line item it still seems slightly elevated compared to the previous year. Even though it was down on a sequential basis. Can you provide any additional color on how we should think about this into the fourth quarter and then possibly into next year as well? Thanks.

So, as I said before, we had some one-time items through the seven million to 10 million. As now we are through that restatement process, we deem these to be non-recurring.

Okay. Awesome. Thanks. And then just the last thing that I have, are there any investments or anything on the M&A side that you might look into or even have identified to help supplement your growth into 2023?

Jackson this is Sherif. It is a great questions. Here in Henderson and the market that we are in we are zero focus on the management team overall on the improvement in operational excellence and improving our balance sheet, improving our medical cost, improving the health of our patient day-in, day-out. And we have a lot of consultant and the Board that look into all this opportunity. I’m sure they will let us know as soon as any anything comes meaningful for discussion.

There are no further questions at this time. I would like to turn the floor back over to Dr. Sherif Abdou for closing comments.

Thank you very much, Vitaria, and thanks everyone, really appreciate the question. Josh, Brooks and Jackson and Gary for sure. I owe you to return with the details on the cohort and other question that you had. I want to close by reminding you that even though we are lowering our EBITDA guidance today, it is an improvement of 11% to 22% per-member per-month, which any population health management should measure itself per year-over-year. And I want to remind you that we have the enjoyed 60% plus increase in revenue, 67% increase in membership, and 176% almost 180 basis improvement in gross profit and we continue to be excited about the pipeline and the demand that we are witnessing within 2023 and beyond. With that, I want to thank you all for your interest and participation today, and I look forward for our call recent - soon. That is going to be on a schedule, on time and on the same compliant cadence. Thank you very much. Have a great evening everyone.

This concludes today’s teleconference. You may disconnect your line at this time. Thank you for your participation.