Good afternoon, everyone, and welcome to the P3 Health Partners Third Quarter Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I will now turn the conference over to Karen Blomquist, Vice President of Investor Relations of P3. 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 these statements made on this call is contained in our periodic report 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, including adjusted operating expense, adjusted EBITDA, adjusted EBITDA per member per month, medical margin, medical margin per member per month for persistent lives and cash burn. These non-GAAP financial measures are in addition to and not a substitute or superior to the 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 that 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, CEO and Co-Founder of P3.

Thanks, Karen, and thank you all for joining our third quarter 2023 conference call. I would like to update you all on our third quarter financial results, 2023 guidance as well as provide preliminary 2024 guidance. I will start off with some few big picture comments. We are pleased to be able to report that we are tracking towards our 2023 full year guidance as expected. Our overall momentum remains very strong. While our third quarter EBITDA is lower than anticipated by approximately $15 million, this is predominantly due to some timing elements impacting our EBITDA realization, which Atul will provide further details on shortly. The key point is that we expect about $15 million to $20 million of final payment for 2022 data services to be realized in the fourth quarter, and that will drop down to adjusted EBITDA. I'm also pleased to be able to report that our cash burn, defined as cash flow from operations less CapEx for the third quarter was $8 million, and we are on track to be cash flow breakeven in 2024 as previously discussed. We are providing a preliminary 2024 adjusted EBITDA guidance of positive $20 million to positive $40 million. The guidance range assumes $60 million EBITDA from persistent lives that's our baseline. We will provide more detailed guidance in January 2024. On to our third quarter and year-to-date highlights. Revenue for the quarter was $288 million, an increase of approximately 16% over the prior year's quarter. And year-to-date, revenue of $920 million also grew 16% versus the prior year period. Medical margin for the quarter was $36 million, $126 million year-to-date, on track to meet our guidance of $155 million to $175 million for the year. Medical margin per member per month for the quarter on all lives was $115…

Thank you, Sherif. I plan to cover 3 topics today; first, how we judge our own operating performance and the effectiveness of the P3 model; second, ACO REACH; and third, highlights from our California market. We, as a management team, judge our own operating performance on a PMPM basis as well as versus publicly available benchmarking data. On the last point, we have a publicly traded peer, Agilon health, with a similar affiliate business model, so the data is readily available and relevant. We have the utmost respect and admiration for what Agilon has achieved and use it as a natural benchmark for the P3 business, knowing there are some differences in the model and mix in membership. The first relevant data point is revenue per member per month growth for the quarter. This is a relevant data point to answer the question, is the P3 model effective at engaging patients and assessing the disease burden appropriately. P3's revenue PMPM growth for the quarter was 11% and Agilon's was the same. P3's revenue PMPM year-to-date was $985; Agilon's was $945. We are pleased about that. The second data point is medical margin PMPM, which is directly tied to the effectiveness of P3's model in absolute terms and relative to a JV model. It answers the question, does the P3 model bend the cost curve as effectively as the JV model? It is the fundamental value prop in value-based care, premiums less medical claims. P3's medical margin PMPM is $135 year-to-date. Agilon's was $119 PMPM year-to-date and $134 PMPM for 2-year plus markets. P3's persistent lives medical margin PMPM is $241 year-to-date. We're already operating at mature margins of a JV model. The third data point is gross profit PMPM. P3's year-to-date gross profit PMPM was $56 PMPM versus Agilon's at…

Thanks, Bill, and good afternoon, everyone. I'll start by discussing our recent quarter and how we are progressing towards meeting our full year guidance. Then I'll provide updates on our liquidity position and our significantly lower cash burn in the quarter and finish up with some thoughts around our preliminary 2024 adjusted EBITDA guidance. I'll begin with our results for the quarter and year-to-date. Top-line results for the third quarter were strong, with capitated revenue of $285 million and total revenue of $288 million representing growth of 17% and 16%, respectively, compared to the prior year. Year-to-date, capitated revenue was $910 million, and total revenue was $920 million, representing an improvement of approximately 16% on each metric compared to the same period in the prior year. On a PMPM basis, this roughly equates to a 16% improvement, reflective of improved funding on the nearly 75% of persistent members on our platform, which we define as members who have been with P3 since the start of the calendar year. In the third quarter, our medical margin improved to $36 million or $115 on a PMPM basis, which is roughly 6x improvement compared to the prior year. Year-to-date, medical margin improved nearly 25x to $126 million. Gross profit in the quarter improved significantly over the prior year to $9 million or $29 PMPM compared to a slight loss in the prior year. Year-to-date, gross profit increased to $52 million or $56 PMPM compared to a loss in the prior year. This is yet another quarter in which we have demonstrated significant progress on these measures and that provides a clearer picture on our ability to manage and improve our members' health. Going forward, we have targeted several new initiatives that we will be laser focused on that are designed to be even…

Operator, let me make some closing comments and then we'll go to Q&A. So today in the call, we shared with you reaffirmed our EBITDA and medical margin guidance for 2023. We shared with you that our revenue was up 16%. Our capitated revenue was up 17%. We also shared with you that our Medicare Advantage medical expense year-to-date per member per month. When you compare it with the Medicare Advantage year-to-date 2022, the trend is down, negative 2% improvement in the medical cost and that reflects the power of P3 model and the success that we're seeing. The medical margin had improved 306% year-over-year, $36 million for the quarter over $9 million last year quarter. Gross profit was $9 million positive versus $6 million negative last year, same quarter. OpEx is down 18% to 20% year-over-year. Our cash burn, as we shared with you, is $8 million for the entire quarter. Our EBITDA has improved from last quarter and year-to-date, '23 over '22 by 53%, as we mentioned and shared with you that basically, we cut our losses in half over this year. And we've shared with you our preliminary projection for EBITDA positive 2024, between $20 million and $40 million. So with that, operator, we're ready for Q&A.

[Operator Instructions] Our first question comes from Brooks O'Neil with Lake Street Capital Markets. Please go ahead.

Congratulations on the significant progress you've made. I have a couple of questions. I guess I'd like to first, just to ask you, I think, Sherif, you mentioned that you expect a meaningful drop down in Q4 related to the claims experience in the prior year. When you're thinking about the $20 million to $40 million of positive EBITDA you commented about expecting in 2024, is that dependent on any kind of similar drop down from prior year?

Well, I think Brooks, first, thank you very much, and I appreciate the question. That's exactly why I put those summary caps at the end. We're going to continue to improve that. The revenue will continue to go up, 16% to 17%. The medical cost will continue to trickle down. And as a result, our actuarial, as I said, recommended that we start releasing some of the reserves that we put in IBNR. Our medical margin has improved 300% year-over-year. I don't even have to do that. But if we continue to improve and the contribution from the persistent life is $241 PMPM. So you can extrapolate that continuation of revenue, medical costs go down, medical margin go up, gross profit go up, OpEx, we're all focused on continuing to be more efficient and leverage the infrastructure. The cash burn continues to go down then that's our path for $20 million to $40 million EBITDA.

That's great. I think it's going to be important for you to get there. And it sounds like you're on track to do so. So that's fantastic. Let me just ask you about the growth you commented about in new lives for 2024. Obviously, historically, when you've had new lives come in, they tend to be depressing to some of the profit and performance you've had. How confident are you that you can bring in new lives next year and still continue the improvement you're seeing now?

We're very confident, Brooks, because we've added some lives this year. We've added on the same network. We've added on the same geography and markets. We went to the market in the county next door so that we can leverage the infrastructure, and we're going to continue to do so. And we're seeing more and more as not only the patient maturation take place, but the physician engagement maturation takes place, the time from landing in our platform and soaring into a successful medical margin is getting shorter and shorter. So we're very confident that we will be able to grow and maintain the trajectory that we shared with you today.

Great. Let me ask one last question. I think it was Atul mentioned the funding improvement that you've achieved this year. My sense is that our friends at CMS have made some changes to the risk adjustment mechanisms in Medicare Advantage. Again, how confident are you that you can continue to drive improved funding next year in the environment we all anticipate for 2024?

I'll turn the answer to Dr. Bacchus. He's here with us in the room. He is our Co-founder and Chief Medical Officer. Dr. Bacchus?

Brooks, good to hear your voice again. Yes, I mean for us, as we've heard me describe before, a few different factors are real important in making sure that we can continue to perform in driving not only proper documentation for each and every one of our patients through our education modules and things that we do today. But also, it comes from, as Sherif is describing, the maturity of those practices that understand it. So those things all bode well for us upfront. In addition to that, as we've talked about, we have a better opportunity in regards to when we're looking at where we currently reside in our current RAF with the opportunity that still exists. So in analyzing our populations, we still know we have significant opportunity, even with the revenues that Sherif described. So we are quite excited as we even move to version 24 to 28 to continue to perform in the risk adjustment coding standpoint.

The next question comes from Josh Raskin with Nephron Research. Please go ahead.

I got a couple as well. I think I heard affiliated PCPs was 2,700. Correct me if I'm wrong, if that's not the updated number. And if you got a total at-risk membership number for the quarter as well?

Yes. Thanks for that question. So that's right. So we are just a little over 2,700 PCPs in the overall platform.

And members?

And total members are about 110,000 members year-to-date, Medicare at-risk.

There's a lot more on the platform, but if you just count at-risk population, the 110,000 and there's 4,000 or 5,000 that on value-based shared savings, shared risk with Humana and Blue Cross in Arizona. So you can put the Medicare at 114,000.

Okay. Got you. And then can you talk about negotiations with payers for 2024? I assume you're mostly set on all of that. I'm specifically thinking about how you're dealing with those changes to the risk model that you mentioned? And are your cap payments increasing, are they cutting out some benefits? I'm just curious on data like that. And then also curious if you're having conversations with any new payers at this point that you don't currently work with.

Yes. So we're pleased to announce that we did sign a multiyear multistate contract with SCAN Health, which we did not have a contract with before. And as probably the only new payer that we did not have any contract with. We expanded our relationship with Aetna in Oregon. We expanded our relationship with Atrio, the local health plan to multiple new counties in Oregon. And I think we haven't signed anything new in California, but we will.

Okay. And then, but how are the negotiations just in terms of how are they trying to keep you whole in light of the reimbursement changes for 2024? Are you getting an extra percent or 2 on the cap payments or just any color on that would be helpful, too.

Yes. So the biggest driver for the percentage of premium that as you improve the rev that value of that percentage of premium would increase. As you saw, we had a 17% increase in our PMPM year-over-year. So there's no change in the percentage of premium that we said we have a multiyear contract that's not open for negotiation. Most of them aren't this year. However, we participated in -- two things about the benefit. We participated in putting the benefits that impact our -- and I think vast majority of health plan. We're very logical and very supportive and very mindful of that impact downstream on us. Second, we have a language to protect us in the medical benefits change, and that will adjust our premium if there's any adjustment, adjusted only upward, not downward.

Okay. Got you. Got it. That's helpful. And then just to sneak one last one in. It sounded like $60 million of EBITDA expected in 2024 on the persistent members. So if you think about the $20 million to $40 million, sort of the expectation would be to lose $20 million to $40 million on sort of the new cohort of members. I'm just curious, how does that compare on a PMPM basis maybe relative to what new members are losing in 2023?

So I'm not sure we want to go back to '23, and I'll have Atul to either answer that or I can get back to you on this. As far as '24, the only thing that we're giving right now, Josh, is the EBITDA guidance. We'll have a lot more details by January, maybe JPMorgan Conference or so.

Our next question comes from Gary Taylor with TD Cowen. Please go ahead.

Just a couple for me. I do just want to make sure I understand the timing issue you were referring to from 3Q to 4Q. So this is $15 million to $20 million of non-delegated revenue that's going to go revenue line straight to EBITDA that doesn't run through any of your health plan receivables, and that's just primarily from one plan? Just is there any more you can tell us about that?

That is in reference to the settlement, the final settlement that is associated with '22 dates of service that is considered '23 revenue payment. And so the expectation, and we're working with our auditors to make sure that, that's auditable and recognized in the year in which we believe it should be. And that's consistent with the way we've treated in the past is to be able to recognize that. And that's just sort of our rough estimate. That's a constrained estimate that we've arrived at based on a couple of years now of history and performance. So that's what that's in reference to, Gary.

Okay. But that's you're still treating that on a cash basis. Basically, it's not anywhere the accruals so far.

So far, and Sherif had mentioned this at the end of the last call, in fact. But today, we're treating it all as cash basis. What we feel is, it is more informative and it is easier for our investors to understand if it's treated on an accrual basis in the period in which it's to be recognized. And that's something that we're working with the auditors on. It's not really a question of whether or not it's '23 revenue. The question is, are we able to audit it and actually recognize it on an accrual basis before the end of the year.

But this is different from the sweep revenue, for example, you booked in the 2Q? Is it different?

It is the same. The sweep revenue that was booked in the second quarter is related to '21 dates of service that is really '22 revenue. But since the '22 year was closed, that was recognized in this current year. So if you recall, in '21, we booked essentially two sweeps. In '22, we booked essentially no sweeps. And what we are trying to do is to get back into much more of a systematic basis of accruing this once a year. And this is the year we think we can demonstrate that from an audit standard that we can get back on track to accruing it again in the year that it should be recognized. Is that helpful?

Yes, I think so. And so I was just trying to piece together a little bit of seasonality. But if that would have showed up this quarter, EBITDA would be better, fourth quarter EBITDA would be worse, that would reflect the typical seasonal pattern in your profitability, I think. Is that correct?

I think that's correct, Gary. And going forward, but I think here's the key. Going forward, what it does is I think it just takes -- it sort of smooths out revenue to a degree. And I think it just makes it a little bit easier to understand. And that's the whole point of this is, to get away from some of this choppiness that makes it more challenging to understand the model.

Last one for me. I mean the 2024 EBITDA guidance is pretty impressive, well above consensus. I know you don't want to give us a whole lot on '24 at this point. But that's going to be driven by, obviously, medical margin improvement, but also depends on the size of the cohort you bring in. And at this point of the year, I think you'd have pretty good line of sight on new payer contracts, new physician affiliations, et cetera. So I guess maybe could you answer this, do we think about -- you'd kind of slowed down the growth in '23 as you focused on medical margin. Is '24 a year where we think the new cohorts materially start accelerating again in size? Or do we think fairly static in size? Or give us sort of any sense on what you're thinking about the direction of revenue growth next year.

Yes. So we expect meaningful growth in revenue and membership and improvement on EBITDA, as we shared with you in 2024.

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

I'm going to continue with that trail of questioning. And I'm curious at this point in the year, how visible the growth in at-risk lives is for you, meaning do you have new partners or new payers signed? And if we take that in the move with more ACO REACH lives, kind of how visible is the member growth at this point in the year as we look to 2024?

It's very visible, Ryan. That's why we're comfortable calculating the EBITDA. We're just not prepared to give any guidance on membership revenue or any other items. It will be meaningful growth. It will be new counties. There will be a couple of new payers, there will be some partnerships as well.

Okay. So a little bit of everything. And then a couple of financial questions. The corporate G&A cost, obviously down nicely year-over-year, but still up about $6 million sequentially. I think you mentioned there was an insurance hit of nearly $4 million, which explains a lot of that uptick. I would assume it's in that line item. But how should we think of that SG&A spend on a go-forward basis for our models? Is this a pretty good quarterly run rate? Or do we need to adjust that?

No. So for the quarter, I think you hit it correctly. So in the quarter, we actually had about, it was closer to $5 million of a hit. About $3.8 million of it is related to periods outside of the third quarter. So that's kind of how you can think of a normalized, think of it about $1 million, a little bit over $1 million per quarter. But going forward, I think one of the things that we've been stressing here, and you've seen some demonstration of it, is a continued prioritization, focus on efficiency. And we'll just continually get better. I think over time, OpEx will grow as the company grows. But I think it will grow at a much, much slower rate than what you've seen in the past. It's going to be disciplined. It's going to be in a way that is more appropriate for a growing company. So I think if you looked at the third quarter, if you shave off about $4 million for sort of out-of-period dollars, I think that gives you a good starting point, but I think that we'll still expect to see, I'm still expecting to see a little bit of improvement in the fourth quarter. As I said, going into '24, we'll give some more specific guidance around that.

No, that's very helpful though. And then last question, I just want to make sure I have a complete understanding of the nomenclature you're using. When you talk about persistent lives, can you remind us, is that lives that have been on the platform for more than a year or that were on the platform at the start of like 2022? What defines that because those are some impressive metrics and kind of shows the power of the model over time. So I want to make sure I understand that.

Our definition of persistent is similar to what CMS uses. So the patient that our platform of December of the prior year, as I said on the call, December '22, the definition of our persistent life in '23, anybody that was on the platform in December that showed up again in January, that we consider those persistent lives. Some of them have been here only for like a month, some of them have been for 36-plus months, some of them have been for 11 months since the beginning of the year. So that's the distance traveled.

And do you have an average age of that cohort for patients that are persistent, given that some of them were on in December, but they've been on for multiple years? Do you know the age of that cohort? I don't know if that's something you calculated.

I'm sure somebody does. So I can get it to you by the end of the day today. As a matter of fact, I'm really going to message our analytics folks. Certainly, somebody does. Yes, I'll get it to you and I'll share it with the group.

Our next question comes from David Larsen with BTIG. Please go ahead.

This is Jenny Shen on for Dave Larsen. Congrats on the quarter. I just wanted to know if you could elaborate more on the opportunity that you see with the fully delegated lives. I think you mentioned that you're ranging around 20% right now. Just the opportunity there and maybe what percent you expect to reach by 2024?

So thank you, Jenny. Nice to meet you. Tell David and say hi. So the delegated lives are now, like I said, is about 20%. We are targeting to reach about, I want to say, 30%, 35%. Pretty much all the new contracts that we signed, like with SCAN and others, are fully delegated. So a lot of that growth and Humana that we signed in Nevada, that's fully delegated. So all this will come in with fully delegated and we're hoping to grow those. We are in discussion with United, Aetna and Centene to convert, and that would be the other 60% of lives that we have. That then we will head to 90% mark. So that is the trajectory that we have.

Okay. That sounds great. And then just on the ACO REACH side of the business, I think you've mentioned before that they generally start out with lower margins than MA, but they ramp up to be equal or even better. Just any thoughts on that opportunity and the timeline to ramping?

Jenny, this is Bill. So actually, some of the recent data that we've seen is that even overall, the new lives coming in on ACO REACH are actually quite profitable. But as we see over time, they continue to grow just like our Medicare Advantage lives. So we actually see a very nice pop with our new ACO REACH lives as well as those persistent ACO REACH lives that we will see in the coming years.

Okay. Great. And just the last one for me. Any thoughts on the current utilization trends? And any details in terms of like inpatient versus outpatient utilization, and maybe some thoughts on GLP-1? Thanks.

Hi, Jenny. Dr. Bacchus here. So as far as we said, I mean we've actually been able to bend that cost curve down. We were down by 2% over this last year with the expenditures of people who we're very, very concerned with. So jumping right to the GLP-1 question. Yes, we do have patients that are utilizing GLP-1s, but we're also seeing clinical improvements in regards to cardiovascular disease and the other things that we use GLP-1s for, not necessarily just for blood sugar alone. It is nice to see that for our population being senior populations, it's not necessarily something that you see like in commercial populations where a lot of people are using GLP-1 for potential weight loss and things like that. So we are a little bit, I'll say covered with our senior populations that we manage. From an inpatient standpoint and things like that, we continue to do and work with our plans. We are able to do concurrent review, especially on not only those delegated lives but also we do have some UM opportunities where we're not fully delegated. So we'll continue to do that as well and work with our plans to improve inpatient utilization, whether it's direct hospitalization or even post-acute. So those are all things that we look at as well as being able to risk stratify our population very, very well to understand who are those populations at risk that are very high-cost, high-risk, rising risk populations so that our care management teams are working directly with not only our CMOs in our markets, but directly with our providers and patients to maximize their care and access. So these are all things that we do collectively to drive down that medical expense, and we have some real good actions going forward into '24.

Ryan, by the way, the question about the age, the average age of the persistent life is 73 years old.

This concludes our question-and-answer session. I would like to turn the conference over to Dr. Sherif Abdou for any closing remarks.

Thank you, operator. So today, we reaffirm the guidance for EBITDA and medical margin for '23, as I shared with you before. I shared with you revenues up 16% to 17%; our medical claims expense for the Medicare Advantage lives, 2% better, negative, lower than it was last year; and our medical margin is 300% improved. Our gross profit is $15 million better than it was the same quarter last year. Our OpEx is 18% to 20% improved and lower year-over-year. Our cash burn is down to $8 million for the entire quarter, and our EBITDA losses compared to last year is 53% better. We've also shared with you our 2024 preliminary adjusted EBITDA guidance of positive $20 million to positive $40 million for 2024. With that, I thank you all very much and look forward to our next conversation.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.