Post-effective amendment to a registration statement that is not immediately effective upon filing

Variable Interest Entities

v3.23.1
Variable Interest Entities
12 Months Ended
Dec. 31, 2022
Variable Interest Entities  
Variable Interest Entities

Note 23: Variable Interest Entities

P3 LLC has Management Services Agreements (“MSAs”) and deficit funding agreements with the Network. The MSAs provide that the P3 LLC will furnish administrative personnel, office supplies and equipment, general business services, contract negotiation, and billing and collection services to the Network. Fees for these services are the excess of the Network’s revenue over expenses. Per the deficit funding agreements, P3 LLC is obligated to advance funds, as needed, to support the Network’s working capital needs to the extent operating expenses exceed gross revenue. These advances accrue interest at a rate of prime plus 2%. Net advances made to the Network and accrued interest on those advances are presented within due to consolidated entities of P3 in the table below. Additionally, P3 LLC entered into stock transfer restriction agreements with the practice shareholders of the Network, which, by way of a call option, unequivocally permit P3 LLC to appoint successor physicians if a practice shareholder vacates their ownership position. Accordingly, P3 LLC identifies itself as the primary beneficiary of the Network. Practice shareholders, who are employees of P3 LLC, retain equity ownership in the Network, which represents nominal non-controlling interests; however, the non-controlling interests do not participate in the profit or loss of the Network.

P3 LLC, directly or indirectly via its wholly owned subsidiaries, may not use or access any net assets of these VIEs to settle its obligations or the obligations of its wholly owned subsidiaries. Additionally, the creditors of the VIEs do not have recourse to the net assets of P3 LLC.

Since P3 LLC represents substantially all the assets and liabilities of the Company, the following tables provide a summary of the assets, liabilities, and operating performance of only VIEs held at the P3 LLC level.

December 31,

2022

2021

ASSETS

Cash

$

1,759

$

7,570

Clinic fees and insurance receivables, net

 

323

 

61

Prepaid expenses and other current assets

 

121

 

407

Other receivable

855

Property and equipment, net

 

44

 

36

Goodwill

Due from consolidated entities of P3

3,012

Investment in other P3 entities

6,000

TOTAL ASSETS

$

6,114

$

14,074

LIABILITIES AND MEMBERS’ DEFICIT

 

 

Accounts payable

$

7,800

$

4,779

Accrued expenses and other current liabilities

262

26

Accrued payroll

 

1,885

 

1,303

Due to consolidated entities of P3

 

36,025

 

24,111

TOTAL LIABILITIES

 

45,972

 

30,219

MEMBERS’ DEFICIT

 

(39,858)

 

(16,145)

TOTAL LIABILITIES AND MEMBERS’ DEFICIT

$

6,114

$

14,074

Successor

Predecessor

Year Ended

December 3, 2021

January 1, 2021

December 31,

through December 31,

through December 2,

    

2022

    

2021

  

  

2021

Revenue

$

55,237

$

844

$

7,580

Expenses

 

69,638

1,203

 

12,293

Net loss

$

(14,401)

$

(359)

$

(4,713)