Providing 2026 Guidance, Indicating a
Management to Host Conference Call and Webcast
"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
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 | ||
|
| Low |
| High |
At-risk Members(2) |
| 107,000 |
| 117,000 |
Total Revenues (in millions) |
|
| ||
Medical Margin(1)(3) (in millions) |
|
| ||
Medical Margin(3) PMPM |
|
| ||
Adjusted EBITDA(3) (in millions) |
|
| ||
(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
Title & Webcast | P3 Health Fourth Quarter and Full Year 2025 Earnings Conference Call |
Date & Time | |
Conference Call Details | Toll-Free 1-833-316-0546 (US) International 1-412-317-0692 Ask to be joined into the |
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
Non-GAAP Financial Measures
In addition to the financial results prepared in accordance with accounting principles generally accepted in the
Key Performance Metrics
In addition to our GAAP and non-GAAP financial information, the Company also monitors “at-risk members” to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. At-risk membership represents the approximate number of Medicare members for whom we receive a fixed percentage of premium under capitation arrangements as of the end of a particular period.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the
Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, our ability to continue as a going concern; our potential need to raise additional capital to fund our existing operations or develop and commercialize new services or expand our operations; our ability to achieve or maintain profitability; our ability to maintain compliance with our debt covenants in the future, or obtain required waivers from our lenders if future operating performance were to fall below current projections, and if there are material changes to management’s assumptions, we could be required to recognize non-cash charges to operating earnings for goodwill and/or other intangible asset impairment; our ability to identify and develop successful new geographies, physician partners, payors and patients; changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to our services; our ability to fund our growth and expand our operations; changes in laws and regulations applicable to our business; our ability to maintain our relationships with health plans and other key payors; the impact of fluctuations in risk adjustments; our ability to establish and maintain effective internal controls; our ability to maintain compliance with
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.
CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited) | |||||||
|
| ||||||
ASSETS |
|
|
| ||||
CURRENT ASSETS: |
|
|
| ||||
Cash | $ | 25,012 |
|
| $ | 38,816 |
|
Restricted cash |
| 795 |
|
|
| 5,286 |
|
Health plan receivable, net of allowance for credit losses of |
| 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, |
| — |
|
|
| — |
|
Class V common stock, |
| — |
|
|
| — |
|
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,” |
All periods presented have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on | |
CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) | |||||||||||||||
| Three Months Ended |
| Year Ended | ||||||||||||
|
| 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 | |||||||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) | |||||||
| Year Ended | ||||||
|
| 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 |
| Year Ended | ||||||||||||
| 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 |
| (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 |
| Year Ended | ||||||||||||
|
| 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 |
| Year Ended | ||||||||||||
| 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 |
| Year Ended | ||||||||||||
| 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/
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