Good day, and welcome to the P3 Health Partners Fourth Quarter 2023 Earnings Conference Call. [Operator Instructions] Please note, today's event is being recorded. I would now like to turn the conference over to Ryan Halsted. Please go ahead, sir.

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 being made during this call are forward-looking statements under the U.S. federal securities laws, including statements regarding our financial outlook and long-term target. 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, including adjusted operating expense adjusted EBITDA, adjusted EBITDA per member per month, medical margin, medical margin per member per month, 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. Please 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, Ryan, and welcome, everyone, to our year-end 2023 conference call. We would like to update you on our fourth quarter and full year 2023 financial results as well as provide further thoughts in 2024. Our momentum remains robust. We are reaffirming 2024 guidance based on several key observation in the early part of the year. Number one, starting with our membership, the annual enrollment period was a success, and our January membership increased by approximately 11% from December to account of approximately 121,000 Medicare Advantage and Medicare ACO Reach lives. Number two, consistent with our stated objective of disciplined and purposeful growth, we have broadened our service area by expanding into 2 adjacent counties in Arizona and sixth contiguous counties in Oregon, bringing us to a total of 23 counties at the start of 2024. Number three, our revenue in 2023 grew approximately 21% year-over-year. Our per member per month funding was up approximately 16% year-over-year and despite the challenges other than our sector have voiced around V24 to V28 and declines in reimbursement, as we indicated in earlier commentary, we are realizing an increase in our funding. Number four, medical margin improved by 118% from 2022 to 2023. And you will hear from Atul that the increase in utilization is in part attributed to the EBITDA. But what gives me further confidence in 2024 is that medical claim expense decreased by 26% in January from December returning to a normalized level. Number five, the initiatives we put in place to enhance operational efficiency continue to materialize as platform expense came down by 32% year-over-year to be a high single digit percentage of revenue for the year as previously indicated. Our fourth quarter trend is even more impressive, and we believe it will establish the baseline for 2024. Number…

Thanks, Sherif. Sherif hit the highlights, but I want to provide a bit more detail on the fourth quarter and the full year 2023 results, which brought us below our full year EBITDA guidance we confirmed in early January 2024. I will discuss in some detail some of the new information we received in February of 2024 that caused these changes to Q4, but we'll also speak about the encouraging factors around our 2024 expectations and the reason we are so excited about P3's future. First, let me walk you through the fourth quarter and full year 2023 numbers. Top line results in 2023 were strong as the team executed and delivered revenue of $1.266 billion, representing 21% growth and above our guidance range. On a PMPM basis, revenues grew by approximately 15% over 2022. In the fourth quarter, we had revenue of $347 million, a 34% increase over the fourth quarter of 2022. As we've discussed on previous calls, we developed a model to estimate the amounts we expect to receive related to our 2023 wrap, paid in June or July of 2024. Going forward, we expect to be able to accrue our estimated final sweep amounts for 2024 payment year that will be paid in mid-2025, in the fourth and potentially the third quarter of 2024. In 2023, as Sherif mentioned, our medical margin, which represents the amounts earned from capitation revenue after medical claims expense, improved 118% over the prior year to $135 million or $108 on a PMPM basis. We believe that despite the large adjustments to our reserve taken in the quarter, which I'll discuss in more detail, the positive trend in this critical metric is continued proof that our model works and is only improving. To that end, we continue to optimize our provider…

Thank you, Atul. Like many of our peers in the value-based care space, P3 also has experience increased fourth quarter costs, but specifically in December of 2023. This was due to COVID and flu exacerbations and Part B costs. However, beginning in January, we saw a return to seasonally adjusted normalization, including more normalized inpatient and outpatient utilization. In fact, in January, we saw a 6.7% reduction in hospital admissions and a 6.6% decrease in emergency department visits since December, and a 26% decrease in net expense from December of 2023 through January of 2024. Another way that P3 has been able to generate medical cost savings is through the tight utilization management of our delegated live, which makes up approximately 30% of our total lives. Prior authorization and concurrent review activities on procedures like diagnostic imaging, high-cost Part B medications, steerage to appropriate sites of care for high-cost procedures, such as orthopedics and managing admissions, all have shown improved savings month-over-month. A 9.5% improvement in Part B cost avoidance from December to January. It is because of P3's philosophy to not only manage our primary care physicians with our teams, tools and technology, but to also manage our entire network of specialists and pharmaceutical costs that allow us to drive deeper relations in all of our markets. We believe that if you are managing care for patients, you must manage the entire continuum of care to drive the best outcomes at the lowest potential costs. Now I would like to turn the call over to Bill Bettermann, our Chief Operating Officer.

Thank you, Amir. I'll begin by reviewing operation activities for 2023 related to ACO REACH across all markets the California and the Oregon markets. Our Oregon market saw $171 PMPM capitated revenue increase from 2022 to 2023, which was a $67 million increase year-over-year as well as $108 PMPM improvement in medical margin year-over-year. The work done to reduce medical costs and improved revenue resulted in $21 million of EBITDA improvement year-over-year, demonstrating the effectiveness of our tools, our technology and the teams even in a nascent market. We believe we have the ability to create significant value in a short period of time and anticipate continued performance in medical expense reduction and an accurate coding and documentation for our patients with chronic health conditions, ensuring the Oregon market reaches profitability in 2024 while simultaneously improving quality scores. We continue to see significant member growth in Oregon. From 2023 to early 2024, we expanded from 5 counties to 11 counties growing from 21,858 members to 33,229 members, which is a 52% increase in membership year-over-year. We attribute this growth to our strong partnerships with key health plans across the state and our proven delivery model. In 2023, our California market had a $931 PMPM medical expense compared to $1,014 PMPM medical expense in 2022, representing an 8.1% improvement year-over-year. California's medical margin in 2022 and was a $57 PMPM loss compared to a positive $215 PMPM in 2023, which is a staggering $272 PMPM improvement leading to a $32 million improvement in medical margin year-over-year. The California market had $9.2 million EBITDA in 2023, compared to a negative $13 million EBITDA in 2022, which is a $22 million EBITDA improvement year-over-year. We achieved these results by optimizing our plan mix reducing medical expense and accurately coding conditions of our patients, allowing us to grow profitably. We expect to add several new health plans in 2024, continuing to build on our 2023 profitable growth. Through our ACO REACH program, we continue to cement our value-based care programs with PCPs. In January 2024, we recorded 10,505 lives, up from 7,510 lives in 2023. These lives are expected to increase substantially over the coming years since we began expanding into ACO REACH during 2023. We have grown to 32 provider groups, that's a 15% increase year-over-year. We are able to improve engagement across patient panels for our affiliates within the Medicare ACO REACH program and improve the overall cost of care. We view the increasing engagement as a promising signal for the adoption of value-based care models and for the future of our clinical, financial and operational performance. Thank you all once again for your interest in the P3 story. And with that, I'm going to turn it back to the operator to open the floor to questions. Operator?

[Operator Instructions] And today's first question comes from Brooks O'Neil with Lake Street Capital Partners.

We appreciate all the color. I might have missed it, but I don't think I heard any discussion about the element talked about in the 8-K a few weeks ago about growing concern language. Would you say we should expect to read that in the 10-K? Or are you in better shape today based on your and your auditors assessment?

Yes. Brooks, just a quick -- this is a Atul speaking. A quick word on that. The guidance we've received from external counsel suggested that we include that language in the filing and did so as we believe that, that was the appropriate protocol. But the going concern language is not new. That was in prior filings as well. So this is not a new development for the company at all. Just wanted to make that clear. But as far as going forward, the expectation for that to be removed and that will be a decision that's made by the auditors, not necessarily by us. The expectation is that there will need to be a period, and that's a bit unclear as to how many quarters of profitability or at least some calculus around medical margin positivity. And as you know, we posted some meaningful medical margin, $135 million this year. So that will need to continue for some period of time until they feel comfortable in removing that. Unfortunately, that's not something that we can actually just remove on our own will.

That's how auditors think, I guess, right, guys?

It's part of their requirements. So I'm not suggesting it's appropriate. The company has made losses, and that's the reason for the disclosure.

Sure. Let me ask 2 more quick ones, hopefully. First one is, obviously, the December increase in medical expense is probably more seasonally related and episodic than it is related to some of the factors that you attempt to control in the P3 model, but would you say there are elements in your model that can protect you or minimize the impact of these seasonal factors? Or should we expect that to be a possible recurring factor depending on what cold and flu season is like in any particular year.

Brooks, this is Amir. So I'll answer that question. So yes, you will definitely see the seasonality that happens through basically in the fourth quarter and part of the first quarter of every year. In regards to increasing exacerbations of flu, et cetera. Obviously, this year, we had the combination of a mild or moderate COVID spike with the flu that led to increasing overall increasing admissions. So we did see that. P3, obviously, we work collectively not only with our plans and our providers to make sure we improve access during that period of time. because that engagement is always important with our providers to improve access, which is something we can do to help decrease the potential risk of increasing costs that we see in those seasonality months. But in addition to that, as we've talked about before, it's making sure that we can look at more delegation as we move forward into '25, so we can have more control with all the overall medical costs, and not necessarily just spikes or just increased medical illness.

Sure. That makes sense. Let me ask one more, quick one. Do you guys anticipate a substantial change in your business relative to the changes in the CMS risk methodology expected in or implemented in 2024? Do you expect any further substantial changes in 2025, I know it's early, but what are you hearing? What do you see?

Brooks, this is Bill Bettermann. So as we've stated in the past, the changes from version 24 to 28, we do expect some slight headwinds, not nearly as impactful as we're seeing with some of our competitors or others in the sector and in the industry. So we will continue to monitor that closely. But -- there's a couple of things that we've talked with you and others about that we think really differentiates us. So one of these factors that helps us is the education work that we do with our providers and affiliates. So we have a very robust program that's ongoing. And obviously, there's cost and people associated with that. And that's why we said there's still some headwind to this as we have to prepare for additional work around this area throughout the rest of this year and into '25. But we do anticipate it will be continue as a slight headwind for the foreseeable future.

And our next question today comes from Josh Raskin at Nephron Research.

Just trying to dig into the medical expense here, obviously way above what we were looking for. So the MLR was reported at 107%. I know there was that $30 million and the $10 million, maybe $40 million of what you guys deem to be sort of unusual or out of period expenses. But even without that, the MLR is still in the sort of mid high 90s. And so I understand a couple of the metrics you talked about for January. But what gives you confidence that you've got medical expense that's going to trend more in line with expectations, and how are you doing that, especially with some of the change outage that impacted claims for February and March? Or just what data are you getting from the plans? And are you doing anything differently from a member perspective around inpatient utilization or ER visits to monitor your membership?

Yes. Josh, it's Amir again. So a couple of things. First of all, when you look at our MLR and things like that, part of the MLR increase, what we've seen year-over-year came a lot from the ACO REACH as well. So our ACO REACH population has a much higher med expense overall than what we've seen in MA, which has driven up the overall cost. Even though our funding actually has been able to offset that from what we've seen from what we're getting an ACO versus MA. So it's still, for us, still very good business for us to continue to take on even with the higher cost that we see in that cohort or in that population. But in addition to that, as we look forward to the things that we're doing collectively and working with our plans and the communication with our plans is to do those very things that we've talked about before and getting in front of that med expense, particularly in the things we have visibility to from whether it's people are asking are 30% or delegated lives for ex procedures, the Part B cost, expenditures, et cetera. And as you heard me say, the Part B expenditures have been significantly higher, I think, throughout all the markets, not necessarily just P3, but everybody. So these things will require more control and management and we look forward to working with our plans to do that very thing besides just where we're delegated.

Josh, this is Bill Bettermann, I just want to add to what Dr. Bacchus had shared. One of the things from an operational perspective is this year we've really doubled down and focused on some things around Med ex reduction that we -- not that we weren't looking at last year, but we've got some new cohorts of patients of how we're looking at in addressing early in the year, not that -- again, not that we weren't looking at these folks last year, but we have new programs that are available to our patients that weren't available beginning of 2023. So we're excited about some of our opportunities that we didn't have in front of us to reduce that cost that we saw last year.

Got you. And how much -- I'm trying to figure out how much was December. So what was the MLR, I guess, in October and November versus what December was?

October, November, I'm going to go and give you some general guidance. I don't have the numbers exactly in front of me, but they were generally consistent with what we saw in the third quarter. And then the balance obviously was in December and that blended out for the entire quarter.

And when you said med claims expense was down 26% in January versus December, is that including all the extra -- the $40 million of items in December? Or is that sort of a more normalized number?

That was straightforward medical expense that we saw in -- from December to the drop that we saw in January since we were able to get completion or more completion on the January numbers, and obviously, February and March are still -- we're still waiting for all the numbers to come back in. But definitely, from December, it was at 26% drop that we saw in utilization into January.

And the December include the write-down, the $10 million write-down of reserves?

No, it did not.

Okay. So just expense. And then just last one. I heard the $55 million of expected cash at the end of the quarter. Do you have an expectation of cash on the balance sheet end of year?

We don't. And we talked about it in the past, it's rather difficult to get the timing right when you're forecasting cash to that level of precision. So we haven't really put out any specific guidance at end of your cash for that reason. But as I said earlier, I think the addition of the cash from this note offering, it provides us with a nice cushion. It gives us some protection from unforeseen and unexpected things that are happening in the year. But all in all, we feel pretty good about where we are.

And our next question today comes from David Larsen with BTIG.

Can you talk about the medical trend like when we last spoke, I think you mentioned medical trend was actually minus 1% for members that have been on the platform for a year or more. Do you have -- did you highlight what the medical trend was in the quarter? Or what it's trending at?

Dave, this is Amir. I do not have the medical trend right in front of me right now because of the December blip, but we can get that to you. So we can have a call offline and we can show you what that was.

Okay. And then I'm sorry, how much revenue pushed, I think, from 4Q into 2024.

It's not really pushed. Dave, are you asking about how much did we accrue in the fourth quarter for our suite revenue?

Yes.

The $20 million Yes. So the amount we booked in the fourth quarter relatively consistent with the numbers that we've been talking about.

So you got the $20 million?

Roughly that number in that ZIP code. In the fourth quarter, we recognized that revenue.

Okay. And then can you talk about the nature of the claims, what was it? Were they hips? Were they knees? Was it Medicare Advantage? Was it cough/cold flu because, I mean, we had a call with an expert this afternoon, and he specializes in this space and he's saying that these medical expenses are going to trend higher for the next year. Just any color on what were the costs?

Yes. So David, this is Amir again. So a number of things. As I set up front, obviously, COVID and flu, that's one of them. The Part B cost, which is a large bag, right, in the Part B cost deal with everything from what you see from whether it's electric procedures and/or Part B drug utilization, all of those together led to elevated Part B costs that we saw towards the end of the year in December. So we can sit there and try to wrestle out as far as how many actual procedures versus admissions and things like that. We absolutely know we were elevated due to some of those things. But for us, it's making sure that we can continue to evaluate under the changes that we see within health plans and what we can do, especially from the delegated standpoint, they have more control versus just somehow -- some plans having more open referrals, to specialists without being able to do that prior authorization and evaluation. So it is kind of a mixed bag. So you kind of see it's not just one thing was Part B drugs or just outpatient or electric procedures. We definitely do know is, to some degree, from the COVID and flu combination that led to those things in December.

Okay. And then what are your expectations for revenue in 2024 on a PMPM basis, like in terms of health plans raising premiums, most of them, I think, are saying that they got to raise premiums significantly to account for the utilization and the RAF scores, like just thoughts there and then as well as the impact of coding and then perhaps your ability to capture more of the premium? Are there clauses in your contracts? I say, hey, if medical claims expenses are higher than expected, you can get more of the premium? Just any thoughts there would be great.

So David, Sherif here. So we definitely are able to renegotiate a contract at any time. I mean no one can stop us from doing that. And most health plans understand the situation. But the example that I would like to share with you and the risk of analysts here that we were able to do any year in this past year and the prior year is to look at certain benefits and then limit our liability or exposure to the downside rep. For example, we noticed like most of other health plans that don't benefit usage has been on the rise and increase. And we -- as part of our DOFR or Division of Financial Responsibility to take risk on these ancillary services or benefits. So we went to the 2 largest health plans that we contract with, and we showed them the trend and we showed them the cost. And we were able to flatten the liability and a cost to the prior year per member per month cost and anything above that was removed from our percentage of premium to the health plan percentage of premium. Same thing with the Flex cards, some health plans that increased the margin or the size of the benefit of the Flex Card, we were able to go to the health plan and says, we're going to pay up until it was last year, whatever you increased this year was yours and help then agreed to that because they knew that they went there to acquire market share. So they were able to observe it. Does that answer your question?

It does. And then just one final one, and I'll hop back in the queue. Thank you for being so patient with me here. I guess in the last 2 weeks of February and in the first 2 weeks of March, did you receive -- I mean, I guess, you must have received additional data on December utilization, and that's what drove the spike relative to expectations. Is that correct?

That's correct.

Okay. All right. So it takes at least, we'll call it, 2.5 months or 90 days to get all the data, so if we're thinking about January, like do you have all the data for January? Or are there still a couple of files you're waiting for?

So we have a lot of data for January, and you understand that it was never going to be complete until like 6 or 9 months down the road. However, we have enough indication to calculate the liability and IBNR and overall medical cost.

And our next question today comes from Ryan Daniels from William Blair.

This is Jack Senft, on for Ryan Daniels. Most of my questions have been answered already, but I just wanted to go back to the medical margin. I mean it is expected to increase pretty substantially this year. So just kind of curious what the largest driver is here. Is it more of the material lives just starting to shine through versus like less new lives coming on? Or -- is it really a majority coming from ACO REACH that could be additional upside. Just kind of curious if you can double-click on that again.

Yes. Certainly, this is Amir again. So a couple of things. You're absolutely right as far as the ACO REACH with the higher revenue, which is great, and we appreciate seeing that. However, as far as our number of lives that are persistent, yes, through this AEP, we actually had an even improved number of persistent lives even than previous years. So we're actually looking at probably 92% persistency, which gives us, I should say, makes us more excited to achieve that medical margin because of that persistency. So because it's been much better than last year, it gives us much more opportunity to continue to work with those patients to improve not only the documentation and understand their diagnosis burden, but at the same time, get them more plugged in, especially with their providers in the care model. And as we do that, we will see that margin increase to that margin that we described to the $230 million to $250 million range.

Okay. Understood. And just a quick follow-up. Can you guys just talk about the demand you're seeing from health systems and kind of how those partnerships have progressed I think that's a pretty good opportunity. So just kind of curious how those are shaping up for this year and if you're still generally seeing demand from health systems?

Yes. Thanks, Jack. Sherif here. Yes, we continue to see demand from the health system. And as you all may or may not know that 61% of primary care are employee doorstep through health systems in this country. So that's why we're focusing on the joint venture and strategic partnership opportunities with health system overall because of the access to that large pool of providers and physicians that looking for improved working conditions, workflow and returning to the joy of practice in the medicine as well. And we believe that our model will provide and support that.

All right. Thank you. Well, that appears to end our question-and-answer session. So I'd like to turn the conference back over to the management team for any closing remarks.

Great. Thank you very much, operator. So for everybody, I really wanted to thank you for attending our fourth quarter and end of year 2023, and I want recap what we discussed today with the group, which is we had a very strong growth year in 2023 with 21% increase in the top line revenue. And we're reaffirming and confirming 2024 full guidance of positive EBITDA of $20 million to $40 million. Thank you very much, and have a great afternoon.

Thank you, sir. This concludes today's conference call. We thank you all for attending today's presentation. You may now disconnect your lines, and have a wonderful day.