Business Combinations (Tables) - P3 Health Partners Inc.
|
6 Months Ended |
12 Months Ended |
Jun. 30, 2022 |
Dec. 31, 2021 |
| Business Acquisition [Line Items] |
|
|
| Summary of future consolidated results of operations |
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|
|
|
|
|
Six Months Ended |
|
|
June 30, |
|
|
2021 |
|
|
(Unaudited) |
Total Operating Revenue |
|
$ |
369,698,137 |
Net Profit |
|
$ |
(173,796,294) |
Net Loss Attributable to Non-controlling Interest |
|
$ |
(143,555,739) |
Net Loss Attributable to Controlling Interest |
|
$ |
(30,240,555) |
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
Year Ended |
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December 31, |
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December 31, |
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|
2021 |
|
2020 |
|
|
(Unaudited) |
|
(Unaudited) |
Total Operating Revenue |
|
$ |
793,447,211 |
|
$ |
615,487,335 |
Net Loss |
|
$ |
(259,282,984) |
|
$ |
(198,926,617) |
Net Loss Attributable to Non-controlling Interest |
|
$ |
(214,167,745) |
|
$ |
(164,313,386) |
Net Loss Attributable to Controlling Interest |
|
$ |
(45,115,239) |
|
$ |
(34,613,231) |
|
| P3 Llc |
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|
| Business Acquisition [Line Items] |
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| Summary of purchase consideration |
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|
|
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|
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Successor |
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|
December 31, |
Foresight |
|
2021 |
Equity |
|
$ |
80,300,733 |
Fair Value of Non-controlling Interest |
|
|
1,807,427,576 |
Stock Compensation Pre-combination Services |
|
|
26,313,476 |
Cash Consideration |
|
|
18,405,083 |
Payment of P3 Health Group Holdings, LLC’s Transaction Costs |
|
|
19,151,752 |
Total Purchase Consideration |
|
$ |
1,951,598,620 |
|
|
|
|
|
|
|
Successor |
|
|
December 31, |
|
|
2021 |
Foresight |
|
|
|
Equity |
|
$ |
80,300,733 |
Fair Value of Non-controlling Interest |
|
|
1,807,427,576 |
Stock Compensation Pre-combination Services |
|
|
26,313,476 |
Cash Consideration |
|
|
18,405,083 |
Payment of P3 Health Group Holdings, LLC’s Transaction Costs |
|
|
19,151,752 |
Total Purchase Consideration |
|
$ |
1,951,598,620 |
|
| Summary of purchase price allocation to assets and liabilities |
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|
|
|
Purchase Price Allocation |
|
Amounts |
Assets Acquired: |
|
|
|
Cash |
|
$ |
5,300,842 |
Restricted Cash |
|
|
54,095 |
Health Plan Settlement Receivables |
|
|
47,733,033 |
Clinic Fees and Insurance Receivables, Net |
|
|
426,064 |
Other Receivables |
|
|
1,880,939 |
Prepaid Expenses and Other Current Assets |
|
|
938,413 |
Property and Equipment, Net |
|
|
7,875,234 |
Intangible Assets, Net: |
|
|
|
Customer Relationships |
|
|
684,000,000 |
Provider Network |
|
|
3,700,000 |
Trademarks |
|
|
147,700,000 |
Goodwill |
|
|
1,278,452,778 |
Notes Receivable |
|
|
3,734,012 |
Right of Use Assets |
|
|
6,870,279 |
Total Assets Acquired |
|
$ |
2,188,665,689 |
|
|
|
|
Liabilities Assumed: |
|
|
|
Accounts Payable and Accrued Expenses |
|
$ |
25,819,091 |
Accrued Payroll |
|
|
2,868,664 |
Health Plans Settlements Payable |
|
|
25,007,542 |
Claims Payable |
|
|
76,031,460 |
Premium Deficiency Reserve |
|
|
11,559,067 |
Accrued Interest |
|
|
9,268,846 |
Current Portion of Long-Term Debt |
|
|
301,443 |
Lease Liability |
|
|
6,210,956 |
Long-Term Debt, Net of Current Portion |
|
|
80,000,000 |
Total Liabilities Assumed |
|
$ |
237,067,069 |
Net Assets Acquired |
|
$ |
1,951,598,620 |
|
|
|
|
|
Assets Acquired: |
|
|
|
Cash |
|
$ |
5,300,842 |
Restricted Cash |
|
|
54,095 |
Health Plan Settlement Receivables |
|
|
47,733,033 |
Clinic Fees and Insurance Receivables, Net |
|
|
426,064 |
Other Receivables |
|
|
1,880,939 |
Prepaid Expenses and Other Current Assets |
|
|
938,413 |
Property and Equipment, Net |
|
|
7,875,234 |
Intangible Assets, Net: |
|
|
|
Customer Relationships |
|
|
684,000,000 |
Provider Network |
|
|
3,700,000 |
Trademarks |
|
|
147,700,000 |
Goodwill |
|
|
1,278,452,778 |
Notes Receivable, Net |
|
|
3,734,012 |
Right of Use Assets |
|
|
6,870,279 |
Total Assets Acquired |
|
|
2,188,665,689 |
|
|
|
|
Liabilities Assumed: |
|
|
|
Accounts Payable and Accrued Expenses |
|
|
25,819,091 |
Accrued Payroll |
|
|
2,868,664 |
Health Plans Settlements Payable |
|
|
25,007,542 |
Claims Payable |
|
|
76,031,460 |
Premium Deficiency Reserve |
|
|
11,559,067 |
Accrued Interest |
|
|
9,268,846 |
Current Portion of Long-Term Debt |
|
|
301,443 |
Lease Liability |
|
|
6,210,956 |
Long-Term Debt, Net of Current Portion |
|
|
80,000,000 |
Total Liabilities Assumed |
|
|
237,067,069 |
Net Assets Acquired |
|
$ |
1,951,598,620 |
|
| Medcore Health Plan, Inc and Omni IPA Medical Group, Inc ("Medcore Acquisition") |
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| Business Acquisition [Line Items] |
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| Summary of purchase price allocation to assets and liabilities |
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Purchase Price Allocation |
|
Successor Period |
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|
Predecessor Period |
Assets Acquired: |
|
|
|
|
|
|
|
Cash |
|
$ |
20,547,337 |
|
|
$ |
3,000 |
Restricted Cash |
|
|
302,187 |
|
|
|
— |
Health Plan Settlement Receivables |
|
|
5,754,006 |
|
|
|
— |
Clinic Fees and Insurance Receivables, Net |
|
|
141,186 |
|
|
|
— |
Other Receivables |
|
|
726,378 |
|
|
|
— |
Prepaid Expenses and Other Current Assets |
|
|
1,189,575 |
|
|
|
— |
Property and Equipment, Net |
|
|
113,436 |
|
|
|
5,896 |
Intangible Assets, Net: |
|
|
|
|
|
|
|
Customer Relationships |
|
|
— |
|
|
|
2,045,604 |
Pay or Contracts |
|
|
4,700,271 |
|
|
|
— |
Provider Network |
|
|
1,100,000 |
|
|
|
— |
Trademarks |
|
|
900,000 |
|
|
|
— |
Medical Licenses |
|
|
700,000 |
|
|
|
— |
Goodwill |
|
|
31,297,438 |
|
|
|
2,934,500 |
Total Assets Acquired |
|
$ |
67,471,814 |
|
|
$ |
4,989,000 |
|
|
|
|
|
|
|
|
Liabilities Assumed: |
|
|
|
|
|
|
|
Accounts Payable and Accrued Expenses |
|
$ |
150,196 |
|
|
$ |
— |
Accrued Payroll |
|
|
277,074 |
|
|
|
— |
Health Plans Settlements Payable |
|
|
133,149 |
|
|
|
— |
Claims Payable |
|
|
26,898,074 |
|
|
|
— |
Total Liabilities Assumed |
|
|
27,458,493 |
|
|
|
— |
Net Assets Acquired |
|
$ |
40,013,321 |
|
|
$ |
4,989,000 |
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
|
Period |
|
|
Period |
Assets Acquired: |
|
|
|
|
|
|
|
Cash |
|
$ |
20,547,337 |
|
|
$ |
3,000 |
Restricted Cash |
|
|
302,187 |
|
|
|
— |
Health Plan Settlement Receivables |
|
|
5,754,006 |
|
|
|
— |
Clinic Fees and Insurance Receivables, Net |
|
|
141,186 |
|
|
|
— |
Other Receivables |
|
|
726,378 |
|
|
|
— |
Prepaid Expenses and Other Current Assets |
|
|
1,189,575 |
|
|
|
— |
Property and Equipment, Net |
|
|
113,436 |
|
|
|
5,896 |
Intangible Assets, Net: |
|
|
|
|
|
|
|
Customer Relationships |
|
|
— |
|
|
|
2,045,604 |
Payor Contracts |
|
|
4,700,271 |
|
|
|
— |
Provider Network |
|
|
1,100,000 |
|
|
|
— |
Trademarks |
|
|
900,000 |
|
|
|
— |
Medical Licenses |
|
|
700,000 |
|
|
|
— |
Goodwill |
|
|
31,297,438 |
|
|
|
2,934,500 |
Total Assets Acquired |
|
|
67,471,814 |
|
|
|
4,989,000 |
Liabilities Assumed: |
|
|
|
|
|
|
|
Accounts Payable and Accrued Expenses |
|
|
150,196 |
|
|
|
— |
Accrued Payroll |
|
|
277,074 |
|
|
|
— |
Health Plans Settlements Payable |
|
|
133,149 |
|
|
|
— |
Claims Payable |
|
|
26,898,074 |
|
|
|
— |
Total Liabilities Assumed |
|
|
27,458,493 |
|
|
|
— |
Net Assets Acquired |
|
$ |
40,013,321 |
|
|
$ |
4,989,000 |
|