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    CareMax Reports Third Quarter 2023 Results

    11/9/23 6:55:00 AM ET
    $CMAX
    Hospital/Nursing Management
    Health Care
    Get the next $CMAX alert in real time by email
    • Third Quarter Medicare Advantage Membership of 107,000, up 171% year-over-year
    • Third Quarter Total Revenue of $201.8 million, up 28% year-over-year
    • Reaffirming Full Year 2023 Revenue Guidance; Updating Full Year 2023 Medicare Advantage Membership and Adjusted EBITDA Guidance

    CareMax, Inc. (NASDAQ:CMAX, CMAXW))) ("CareMax" or the "Company"), a leading technology-enabled value-based care delivery system, today announced financial results for the third quarter ended September 30, 2023.

    "Tomorrow marks one year since the acquisition of our national MSO and nearly two and a half years of rapid growth in our patient and provider base. Over that period, we experienced fluctuations in our revenue and EBITDA as we underwent numerous initiatives to integrate that membership. With significant progress made in many of those initiatives, we have increased confidence in our ability to effectively manage our members on their glidepath to risk and operate toward more consistent financial outcomes. Looking ahead, we feel well positioned to navigate the evolving utilization environment and execute on the embedded value in our platform," said Carlos de Solo, Chief Executive Officer.

    Third Quarter 2023 Results

    • Total membership of 273,000, up 194% year-over-year.
    • Medicare Advantage membership of 107,000, up 171% year-over-year.
    • Total revenue was $201.8 million, up 28% year-over-year.
    • Net loss was $103.1 million, including $80.0 million of non-cash goodwill impairment, compared to net loss of $22.1 million for the third quarter of 2022.
    • Adjusted EBITDA was $2.1 million, compared to $4.4 million for the third quarter of 2022.1
    • Platform Contribution was $21.1 million, compared to $20.6 million for the third quarter of 2022.1
    • Medical Expense Ratio was 88.0%, compared to 75.2% for the third quarter of 2022.
    • De novo pre-opening costs and post-opening losses for the third quarter of 2023 were $5.8 million.2

    Financial Outlook for Full Year 2023

    CareMax is reaffirming the following full year 2023 guidance:

    • Total revenue of $750 million to $800 million, up 19% to 27% year-over-year.
    • De novo pre-opening costs and post-opening losses are anticipated to be approximately $25 million in 2023.

    CareMax is updating the following full year 2023 guidance:

    • Year-end Medicare Advantage membership of approximately 110,000, up 18% year-over-year.
    • Adjusted EBITDA of $15 million to $25 million, compared to $19.1 million for the year-ended December 31, 2022.1

    1 Adjusted EBITDA and Platform Contribution are non-GAAP financial metrics. A reconciliation of non-GAAP metrics to the most directly comparable GAAP financial measures is included in the appendix to this earnings release. Beginning with the three months ended June 30, 2023, the Company has updated its calculation of Adjusted EBITDA on a retrospective basis to no longer add back certain compensation costs for stay-on bonuses and duplicative salaries previously included within the Business Combination integration costs adjustment. Adjusted EBITDA as previously reported for the third quarter of 2022 included an addback of $0.9 million for stay-on bonuses and duplicative salaries. Adjusted EBITDA as previously reported for the year ended December 31, 2022 included an addback of $2.9 million for stay-on bonuses and duplicative salaries.

    2 De novo pre-opening costs represent (1) incremental payroll costs from employees specifically associated with the operational, contractual, physical, or regulatory infrastructure for de novo centers, prior to their opening; (2) legal costs directly associated with the de novo centers, incurred prior to their opening, which includes services such as execution of leases, health plan contracts and other agreements; (3) other expenses related to diligence, design, permitting, and other "soft costs" at new sites; and (4) rent and facility expenses prior to center opening. De novo post-opening losses include center-level operating losses recognized at a de novo center until the center breaks even, up to 18 months after opening, which consist of revenue, external provider costs and cost of care allocated for the de novo center.

    Conference Call Details

    Management will host a conference call at 8:30 am ET today to discuss the results. The conference call can be accessed by dialing (888) 330-2508 for U.S. participants, or (240) 789-2735 for international participants, and referencing conference ID 7874605. A live audio webcast as well as related presentation materials will also be available on the "Events & Presentations" section of CareMax's investor relations website at ir.caremax.com. Following the live call, a replay will be available on the Company's website.

    About CareMax

    Founded in 2011, CareMax is a value-based care delivery system that utilizes a proprietary technology-enabled platform and multi-specialty, whole person health model to deliver comprehensive, preventative and coordinated care for its members. With over 200,000 Medicare Value-Based Care Members across 10 states, and fully integrated, Five-Star Quality rated health and wellness centers, CareMax is redefining healthcare across the country by reducing costs, improving overall outcomes and promoting health equity for seniors. Learn more at www.caremax.com.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding our future growth, strategy and financial performance. Words such as "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro forma," "project," "seek," "should," "target," or "will," or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements reflect the Company's expectations, plans or forecasts of future events and views as of the date of this press release. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

    Important risks and uncertainties that could cause the Company's actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, the Company's ability to integrate acquired businesses, including the ability to implement business plans, forecasts, and other expectations after the completion of the Steward transaction; the failure to realize anticipated benefits of the Steward transaction or to realize estimated pro forma results and underlying assumptions; the impact of COVID-19 or any variant thereof or any other pandemic or epidemic on the Company's business and results of operation; the Company's ability to attract new patients; the availability of sites for de novo centers and the costs of opening such de novo centers; changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to the Company's services; the Company's ability to continue its growth, including in new markets; changes in laws and regulations applicable to the Company's business, in particular with respect to Medicare Advantage and Medicaid; the Company's ability to maintain its relationships with health plans and other key payers; any delay, modification or cancellation of government contracts; the Company's future capital requirements and sources and uses of cash, including funds to satisfy its liquidity needs and the Company's ability to comply with the covenants under the agreements governing its indebtedness; the Company's ability to address the material weakness in its internal control over financial reporting; the Company's ability to recruit and retain qualified team members and independent physicians; risks related to future acquisitions; the Company's ability to develop and maintain proper and effective internal control over financial reporting and the impact of any prior period developments. For a detailed discussion of the risk factors that could affect the Company's actual results, please refer to the risk factors identified in the Company's reports filed with the SEC. All information provided in this press release is as of the date hereof, and the Company undertakes no duty to update or revise this information unless required by law, and forward-looking statements should not be relied upon as representing the Company's assessments as of any date subsequent to the date of this press release.

    Use of Non-GAAP Financial Information

    Certain financial information and data contained in this press release is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any periodic filing, information or proxy statement, or prospectus or registration statement to be filed by the Company with the SEC. Some of the financial information and data contained in this press release, such as Adjusted EBITDA and Platform Contribution and margin thereof have not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). These non-GAAP measures of financial results are not GAAP measures of our financial results or liquidity and should not be considered as an alternative to net income (loss) as a measure of financial results, cash flows from operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. The Company's management uses these non-GAAP measures for trend analyses and for budgeting and planning purposes.

    The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing the Company's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. For this reason, these non-GAAP measures may not be comparable to other companies' similarly labeled non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results.

    A reconciliation for Adjusted EBITDA and Platform Contribution to the most directly comparable GAAP financial measures is included below. A reconciliation of projected 2023 Adjusted EBITDA to the most directly comparable GAAP financial measure is not included in this press release because, without unreasonable efforts, the Company is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate this. In addition, the Company believes such a reconciliation would imply a degree of precision and certainty that could be confusing to investors. The variability of the specified items may have a significant and unpredictable impact on the Company's future GAAP results.

    CAREMAX, INC.

    CONDENSED CONSOLIDATED BALANCE SHEETS

    (in thousands, except share and per share data)

    (Unaudited)

     

     

     

     

     

     

     

     

     

    September 30,

    2023

     

     

    December 31,

    2022

     

    ASSETS

     

     

     

     

     

     

     

     

     

     

     

     

     

    Current Assets

     

     

     

     

     

     

    Cash and cash equivalents

     

    $

    32,264

     

     

    $

    41,626

     

    Accounts receivable, net

     

     

    139,573

     

     

     

    151,036

     

    Risk settlement receivables

     

     

    251

     

     

     

    707

     

    Related party receivables

     

     

    754

     

     

     

    —

     

    Other current assets

     

     

    3,820

     

     

     

    3,968

     

    Total Current Assets

     

     

    176,662

     

     

     

    197,336

     

     

     

     

     

     

     

     

    Property and equipment, net

     

     

    27,837

     

     

     

    21,006

     

    Operating lease right-of-use assets

     

     

    130,826

     

     

     

    108,937

     

    Goodwill, net

     

     

    522,643

     

     

     

    700,643

     

    Intangible assets, net

     

     

    106,889

     

     

     

    123,585

     

    Deferred debt issuance costs

     

     

    896

     

     

     

    1,685

     

    Other assets

     

     

    92,363

     

     

     

    17,550

     

    Total Assets

     

    $

    1,058,117

     

     

    $

    1,170,743

     

     

     

     

     

     

     

     

    LIABILITIES AND STOCKHOLDERS' EQUITY

     

     

     

     

     

     

     

     

     

     

     

     

     

    Current Liabilities

     

     

     

     

     

     

    Accounts payable

     

    $

    9,345

     

     

    $

    7,687

     

    Accrued expenses

     

     

    14,999

     

     

     

    16,854

     

    Risk settlement liabilities

     

     

    21,934

     

     

     

    14,171

     

    Related party liabilities

     

     

    47

     

     

     

    1,777

     

    Related party debt, net

     

     

    34,517

     

     

     

    30,277

     

    Current portion of third-party debt, net

     

     

    355

     

     

     

    253

     

    Current portion of operating lease liabilities

     

     

    8,555

     

     

     

    5,512

     

    Other current liabilities

     

     

    8,589

     

     

     

    790

     

    Total Current Liabilities

     

     

    98,341

     

     

     

    77,322

     

    Derivative warrant liabilities

     

     

    983

     

     

     

    3,974

     

    Long-term debt, net

     

     

    302,612

     

     

     

    230,725

     

    Long-term operating lease liabilities

     

     

    117,668

     

     

     

    96,539

     

    Contingent earnout liability

     

     

    —

     

     

     

    134,561

     

    Other liabilities

     

     

    13,897

     

     

     

    8,075

     

    Total Liabilities

     

     

    533,501

     

     

     

    551,196

     

    COMMITMENTS AND CONTINGENCIES

     

     

     

     

     

     

    STOCKHOLDERS' EQUITY

     

     

     

     

     

     

    Preferred stock (1,000,000 shares authorized; one share issued and outstanding as of September 30, 2023 and December 31, 2022)

     

     

    —

     

     

     

    —

     

    Class A common stock ($0.0001 par value; 250,000,000 shares authorized; 112,096,998 and 111,332,584 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)

     

     

    11

     

     

     

    11

     

    Additional paid-in-capital

     

     

    779,776

     

     

     

    657,126

     

    Accumulated deficit

     

     

    (255,171

    )

     

     

    (37,590

    )

    Total Stockholders' Equity

     

     

    524,616

     

     

     

    619,547

     

     

     

     

     

     

     

     

    Total Liabilities and Stockholders' Equity

     

    $

    1,058,117

     

     

    $

    1,170,743

     

    CAREMAX, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

    (in thousands, except share and per share data)

    (Unaudited)

     

     

     

     

     

     

     

    Three Months Ended September 30,

     

     

    Nine Months Ended September 30,

     

     

    2023

     

     

    2022

     

     

    2023

     

     

    2022

     

    Revenue

     

     

     

     

     

     

     

     

     

     

     

    Medicare risk-based revenue

    $

    134,105

     

     

    $

    122,267

     

     

    $

    411,184

     

     

    $

    373,677

     

    Medicaid risk-based revenue

     

    23,950

     

     

     

    19,852

     

     

     

    79,630

     

     

     

    59,914

     

    Government value-based care revenue

     

    28,067

     

     

     

    —

     

     

     

    60,284

     

     

     

    —

     

    Other revenue

     

    15,721

     

     

     

    15,551

     

     

     

    48,169

     

     

     

    33,278

     

    Total revenue

     

    201,843

     

     

     

    157,670

     

     

     

    599,267

     

     

     

    466,869

     

     

     

     

     

     

     

     

     

     

     

     

     

    Operating expenses

     

     

     

     

     

     

     

     

     

     

     

    External provider costs

     

    139,139

     

     

     

    106,900

     

     

     

    406,807

     

     

     

    320,104

     

    Cost of care

     

    43,826

     

     

     

    30,213

     

     

     

    122,645

     

     

     

    87,925

     

    Sales and marketing

     

    3,501

     

     

     

    2,355

     

     

     

    10,593

     

     

     

    7,955

     

    Corporate, general and administrative

     

    19,282

     

     

     

    21,687

     

     

     

    64,021

     

     

     

    58,728

     

    Depreciation and amortization

     

    6,833

     

     

     

    4,573

     

     

     

    20,237

     

     

     

    14,538

     

    Goodwill impairment

     

    80,000

     

     

     

    —

     

     

     

    178,000

     

     

     

    —

     

    Acquisition related costs

     

    34

     

     

     

    494

     

     

     

    108

     

     

     

    3,549

     

    Total operating expenses

     

    292,615

     

     

     

    166,222

     

     

     

    802,412

     

     

     

    492,799

     

    Operating loss

     

    (90,772

    )

     

     

    (8,552

    )

     

     

    (203,145

    )

     

     

    (25,930

    )

    Nonoperating income (expense)

     

     

     

     

     

     

     

     

     

     

     

    Interest expense

     

    (14,000

    )

     

     

    (6,088

    )

     

     

    (37,908

    )

     

     

    (11,712

    )

    Change in fair value of derivative warrant liabilities

     

    1,450

     

     

     

    (7,331

    )

     

     

    2,991

     

     

     

    (3,476

    )

    Gain on remeasurement of contingent earnout liabilities

     

    —

     

     

     

    —

     

     

     

    19,916

     

     

     

    —

     

    Loss on extinguishment of debt

     

    —

     

     

     

    —

     

     

     

    —

     

     

     

    (6,172

    )

    Other income (expense), net

     

    376

     

     

     

    99

     

     

     

    1,097

     

     

     

    (408

    )

     

     

    (12,174

    )

     

     

    (13,320

    )

     

     

    (13,904

    )

     

     

    (21,768

    )

    Loss before income tax

     

    (102,946

    )

     

     

    (21,872

    )

     

     

    (217,049

    )

     

     

    (47,698

    )

    Income tax expense

     

    (177

    )

     

     

    (181

    )

     

     

    (532

    )

     

     

    (532

    )

    Net loss

    $

    (103,123

    )

     

    $

    (22,053

    )

     

    $

    (217,581

    )

     

    $

    (48,230

    )

     

     

     

     

     

     

     

     

     

     

     

     

    Weighted-average basic shares outstanding

     

    112,085,154

     

     

     

    87,408,605

     

     

     

    111,704,585

     

     

     

    87,415,801

     

    Weighted-average diluted shares outstanding

     

    112,085,154

     

     

     

    87,408,605

     

     

     

    111,704,585

     

     

     

    87,415,801

     

    Net loss per share

     

     

     

     

     

     

     

     

     

     

     

    Basic

    $

    (0.92

    )

     

    $

    (0.25

    )

     

    $

    (1.95

    )

     

    $

    (0.55

    )

    Diluted

    $

    (0.92

    )

     

    $

    (0.25

    )

     

    $

    (1.95

    )

     

    $

    (0.55

    )

    CAREMAX, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

    (in thousands)

    (Unaudited)

     

     

     

     

     

     

    Nine Months Ended September 30,

     

     

     

    2023

     

     

    2022

     

    CASH FLOWS FROM OPERATING ACTIVITIES

     

     

     

     

     

     

    Net loss

     

    $

    (217,581

    )

     

    $

    (48,230

    )

    Adjustments to reconcile net loss to cash and cash equivalents:

     

     

     

     

     

     

    Depreciation and amortization expense

     

     

    20,237

     

     

     

    14,538

     

    Amortization of debt issuance costs and discounts

     

     

    6,422

     

     

     

    1,093

     

    Stock-based compensation expense

     

     

    8,004

     

     

     

    7,486

     

    Income tax provision

     

     

    532

     

     

     

    532

     

    Change in fair value of derivative warrant liabilities

     

     

    (2,991

    )

     

     

    3,476

     

    Gain on remeasurement of contingent earnout liabilities

     

     

    (19,916

    )

     

     

    —

     

    Loss on extinguishment of debt

     

     

    —

     

     

     

    6,172

     

    Payment-in-kind interest expense

     

     

    8,643

     

     

     

    3,038

     

    Provision for credit losses

     

     

    382

     

     

     

    —

     

    Goodwill impairment

     

     

    178,000

     

     

     

    —

     

    Amortization of right-of-use assets

     

     

    8,872

     

     

     

    —

     

    Other non-cash, net

     

     

    1,140

     

     

     

    (774

    )

    Changes in operating assets and liabilities:

     

     

     

     

     

     

    Accounts receivable

     

     

    2,121

     

     

     

    (43,109

    )

    Other current assets

     

     

    148

     

     

     

    (69

    )

    Risk settlement receivables and liabilities

     

     

    11,020

     

     

     

    (144

    )

    Other assets

     

     

    (74,024

    )

     

     

    (1,037

    )

    Operating lease liabilities

     

     

    (4,390

    )

     

     

    —

     

    Accounts payable

     

     

    (410

    )

     

     

    9,291

     

    Accrued expenses

     

     

    (1,855

    )

     

     

    6,705

     

    Related party receivables and payables

     

     

    (1,212

    )

     

     

    —

     

    Other liabilities

     

     

    14,414

     

     

     

    1,222

     

    Net cash used in operating activities

     

     

    (62,446

    )

     

     

    (39,811

    )

     

     

     

     

     

     

     

    CASH FLOWS FROM INVESTING ACTIVITIES

     

     

     

     

     

     

    Purchase of property and equipment

     

     

    (8,007

    )

     

     

    (4,862

    )

    Return of cash held in escrow

     

     

    —

     

     

     

    785

     

    Acquisition of businesses, net of cash acquired

     

     

    —

     

     

     

    (892

    )

    Net cash used in investing activities

     

     

    (8,007

    )

     

     

    (4,969

    )

     

     

     

     

     

     

     

    CASH FLOWS FROM FINANCING ACTIVITIES

     

     

     

     

     

     

    Proceeds from borrowings

     

     

    62,000

     

     

     

    184,000

     

    Principal payments of debt

     

     

    (189

    )

     

     

    (121,926

    )

    Payments of debt issuance costs

     

     

    (720

    )

     

     

    (6,456

    )

    Collateral for letters of credit

     

     

    —

     

     

     

    (5,439

    )

    Net cash provided by financing activities

     

     

    61,091

     

     

     

    50,179

     

     

     

     

     

     

     

     

    NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

     

     

    (9,361

    )

     

     

    5,399

     

    Cash and cash equivalents - beginning of period

     

     

    41,626

     

     

     

    47,917

     

    CASH AND CASH EQUIVALENTS - END OF PERIOD

     

    $

    32,264

     

     

    $

    53,315

     

    Non-GAAP Financial Summary

    Three Months Ended

     

    (in thousands)

    Sep 30,

    2021

     

    Dec 31, 2021

     

    Mar 31,

    2022

     

    Jun 30,

    2022

     

    Sep 30,

    2022

     

    Dec 31,

    022

     

    Mar 31,

    2023

     

    Jun 30,

    2023

     

    Sep 30,

    2023

     

    Medicare risk-based revenue

    $

    76,428

     

    $

    91,277

     

    $

    107,747

     

    $

    143,664

     

    $

    122,267

     

    $

    113,041

     

    $

    121,593

     

    $

    155,486

     

    $

    134,105

     

    Medicaid risk-based revenue

     

    20,884

     

     

    20,160

     

     

    20,165

     

     

    19,896

     

     

    19,852

     

     

    36,620

     

     

    25,626

     

     

    30,054

     

     

    23,950

     

    Government value-based care revenue

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    10,010

     

     

    22,206

     

     

    28,067

     

    Other revenue

     

    7,308

     

     

    6,869

     

     

    9,008

     

     

    8,719

     

     

    15,551

     

     

    14,602

     

     

    15,754

     

     

    16,694

     

     

    15,721

     

    Total revenue

     

    104,620

     

     

    118,306

     

     

    136,920

     

     

    172,279

     

     

    157,670

     

     

    164,263

     

     

    172,983

     

     

    224,440

     

     

    201,843

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    External provider costs

     

    73,329

     

     

    79,724

     

     

    92,856

     

     

    120,348

     

     

    106,900

     

     

    104,078

     

     

    110,673

     

     

    156,995

     

     

    139,139

     

    Cost of care

     

    20,315

     

     

    22,606

     

     

    26,854

     

     

    30,293

     

     

    30,150

     

     

    34,581

     

     

    37,627

     

     

    38,865

     

     

    41,599

     

    Platform contribution

     

    10,976

     

     

    15,977

     

     

    17,210

     

     

    21,638

     

     

    20,620

     

     

    25,604

     

     

    24,683

     

     

    28,580

     

     

    21,106

     

    Platform contribution margin (%)

     

    10.5

    %

     

    13.5

    %

     

    12.6

    %

     

    12.6

    %

     

    13.1

    %

     

    15.6

    %

     

    14.3

    %

     

    12.7

    %

     

    10.5

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Sales and marketing

     

    1,274

     

     

    2,615

     

     

    3,301

     

     

    2,299

     

     

    2,355

     

     

    3,806

     

     

    3,765

     

     

    3,381

     

     

    3,501

     

    Corporate, general and administrative

     

    9,715

     

     

    11,228

     

     

    10,873

     

     

    12,165

     

     

    13,877

     

     

    17,263

     

     

    21,329

     

     

    18,158

     

     

    15,527

     

    Adjusted operating expenses

     

    10,988

     

     

    13,843

     

     

    14,174

     

     

    14,464

     

     

    16,232

     

     

    21,069

     

     

    25,094

     

     

    21,539

     

     

    19,028

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Adjusted EBITDA

    $

    (13

    )

    $

    2,134

     

    $

    3,035

     

    $

    7,175

     

    $

    4,388

     

    $

    4,535

     

    $

    (411

    )

    $

    7,042

     

    $

    2,077

     

    Reconciliation to Adjusted EBITDA

    Three Months Ended

     

    (in thousands)

    Sep 30,

    2021

     

    Dec 31,

    2021

     

    Mar 31,

    2022

     

    Jun 30,

    2022

     

    Sep 30,

    2022

     

    Dec 31,

    2022

     

    Mar 31,

    2023

     

    Jun 30,

    2023

     

    Sep 30,

    2023

     

    Net Income (loss)

    $

    (14,479

    )

    $

    (3,553

    )

    $

    (16,797

    )

    $

    (9,381

    )

    $

    (22,053

    )

    $

    10,434

     

    $

    (82,082

    )

    $

    (32,376

    )

    $

    (103,123

    )

    Interest expense

     

    1,291

     

     

    1,905

     

     

    1,728

     

     

    3,896

     

     

    6,076

     

     

    8,542

     

     

    10,711

     

     

    13,197

     

     

    14,000

     

    Depreciation and amortization

     

    5,176

     

     

    6,089

     

     

    5,062

     

     

    4,903

     

     

    4,573

     

     

    7,180

     

     

    6,576

     

     

    6,828

     

     

    6,833

     

    Remeasurement of warrant and contingent earnout liabilities

     

    1,398

     

     

    (8,734

    )

     

    3,536

     

     

    (7,391

    )

     

    7,331

     

     

    (84,171

    )

     

    (37,242

    )

     

    15,786

     

     

    (1,450

    )

    Goodwill impairment

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    70,000

     

     

    98,000

     

     

    —

     

     

    80,000

     

    Stock-based compensation

     

    966

     

     

    375

     

     

    1,087

     

     

    2,788

     

     

    3,611

     

     

    2,786

     

     

    2,298

     

     

    2,464

     

     

    3,243

     

    Loss (gain) on extinguishment of debt, net

     

    (279

    )

     

    7

     

     

    —

     

     

    6,172

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Business Combination integration costs (1)

     

    3,176

     

     

    2,277

     

     

    4,379

     

     

    1,887

     

     

    2,586

     

     

    163

     

     

    716

     

     

    686

     

     

    483

     

    Acquisition and integration related costs (2)

     

    1,871

     

     

    2,325

     

     

    3,429

     

     

    4,074

     

     

    2,118

     

     

    10,632

     

     

    622

     

     

    815

     

     

    652

     

    DeSpac costs

     

    27

     

     

    742

     

     

    9

     

     

    10

     

     

    11

     

     

    10

     

     

    —

     

     

    —

     

     

    —

     

    Other (3)

     

    840

     

     

    543

     

     

    421

     

     

    46

     

     

    (46

    )

     

    (967

    )

     

    (187

    )

     

    (535

    )

     

    1,263

     

    Income tax provision (benefit)

     

    —

     

     

    159

     

     

    181

     

     

    171

     

     

    181

     

     

    (20,074

    )

     

    177

     

     

    177

     

     

    177

     

    Adjusted EBITDA

    $

    (13

    )

    $

    2,134

     

    $

    3,035

     

    $

    7,175

     

    $

    4,388

     

    $

    4,535

     

    $

    (411

    )

    $

    7,042

     

    $

    2,077

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Memo:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    De novo pre-opening costs

    $

    544

     

    $

    806

     

    $

    973

     

    $

    506

     

    $

    2,426

     

    $

    3,205

     

    $

    1,975

     

    $

    1,560

     

    $

    1,880

     

    De novo post-opening costs

     

    195

     

     

    489

     

     

    1,119

     

     

    993

     

     

    1,533

     

     

    2,274

     

     

    3,885

     

     

    4,228

     

     

    3,906

     

    (1)

    Represents initial costs to set up public company processes, incremental vendor expenses identified as temporary or duplicative and expected to be rationalized in the short term, and legal and professional expenses outside of the ordinary course of business, which are being incurred as part of the Company's efforts as it integrates the two privately held companies that were combined in the Business Combination. Significant components of Business Combination integration costs were as follows:

     

    Three Months Ended

     

    (in thousands)

    Sep 30,

    2021

     

    Dec 31,

    2021

     

    Mar 31,

    2022

     

    Jun 30,

    2022

     

    Sep 30,

    2022

     

    Dec 31,

    2022

     

    Mar 31,

    2023

     

    Jun 30,

    2023

     

    Sep 30,

    2023

     

    Consulting and legal fees (a)

    $

    2,204

     

    $

    1,639

     

    $

    3,190

     

    $

    887

     

    $

    725

     

    $

    257

     

    $

    282

     

    $

    237

     

    $

    69

     

    Severance costs

     

    —

     

     

    949

     

     

    25

     

     

    252

     

     

    1,080

     

     

    167

     

     

    11

     

     

    13

     

     

    —

     

    Other (b)

     

    972

     

     

    (311

    )

     

    1,164

     

     

    748

     

     

    782

     

     

    (261

    )

     

    423

     

     

    436

     

     

    414

     

     

    $

    3,176

     

    $

    2,277

     

    $

    4,379

     

    $

    1,887

     

    $

    2,586

     

    $

    163

     

    $

    716

     

    $

    686

     

    $

    483

     

    (a) Represents consulting and legal costs directly associated with efforts related to integration of the two privately held companies that were combined in the Business Combination.

    (b) Represents primarily vendor expenses identified as temporary or duplicative and/or expenses outside the ordinary course of business and not necessary to run the Company's business.

     
    (2)

    Includes all costs recognized in acquisition related costs in our condensed consolidated statements of operations and incremental payroll compensation expense for employees directly associated with services to achieve synergies related to closed transactions. Significant components of acquisition and integration related costs were as follows:

     

    Three Months Ended

     

    (in thousands)

    Sep 30,

    2021

     

    Dec 31,

    2021

     

    Mar 31,

    2022

     

    Jun 30,

    2022

     

    Sep 30,

    2022

     

    Dec 31,

    2022

     

    Mar 31,

    2023

     

    Jun 30,

    2023

     

    Sep 30,

    2023

     

    Advisor and other professional fees (a)

    $

    1,183

     

    $

    1,183

     

    $

    1,622

     

    $

    2,359

     

    $

    1,219

     

    $

    9,877

     

    $

    (258

    )

    $

    (34

    )

    $

    94

     

    Compensation costs (b)

     

    688

     

     

    1,142

     

     

    1,808

     

     

    1,715

     

     

    899

     

     

    755

     

     

    880

     

     

    849

     

     

    558

     

     

    $

    1,871

     

    $

    2,325

     

    $

    3,429

     

    $

    4,074

     

    $

    2,118

     

    $

    10,632

     

    $

    622

     

    $

    815

     

    $

    652

     

    (a) Includes payments to our third-party transaction advisory firm associated with transaction contracts, including the Steward transaction that closed in November 2022. Also, costs include legal and accounting fees directly associated with contemplated or closed transactions.

    (b) Includes incremental payroll compensation expense for employees directly associated with services to achieve synergies related to closed transactions.

     
    (3)

    Components of other were as follows:

     

    Three Months Ended

     

    (in thousands)

    Sep 30,

    2021

     

    Dec 31,

    2021

     

    Mar 31,

    2022

     

    Jun 30,

    2022

     

    Sep 30,

    2022

     

    Dec 31,

    2022

     

    Mar 31,

    2023

     

    Jun 30,

    2023

     

    Sep 30,

    2023

     

    Software sale

    $

    —

     

    $

    —

     

    $

    —

     

    $

    —

     

    $

    —

     

    $

    (1,000

    )

    $

    —

     

    $

    —

     

    $

    —

     

    Tax-related costs

     

    266

     

     

    95

     

     

    265

     

     

    69

     

     

    (178

    )

     

    46

     

     

    —

     

     

    —

     

     

    —

     

    Legal settlement

     

    75

     

     

    229

     

     

    —

     

     

    (43

    )

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Interest income

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    (253

    )

     

    (602

    )

     

    (433

    )

    Severance costs

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    1,639

     

    Other

     

    499

     

     

    219

     

     

    156

     

     

    19

     

     

    133

     

     

    (13

    )

     

    66

     

     

    67

     

     

    58

     

     

    $

    840

     

    $

    543

     

    $

    421

     

    $

    46

     

    $

    (46

    )

    $

    (967

    )

    $

    (187

    )

    $

    (535

    )

    $

    1,263

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Non-GAAP Operating Metrics

    Sep 30,

    2021

     

    Dec 31,

    2021

     

    Mar 31,

    2022

     

    Jun 30,

    2022

     

    Sep 30,

    2022

     

    Dec 31,

    2022

     

    Mar 31,

    2023

     

    Jun 30,

    2023

     

    Sep 30,

    2023

     

    Centers

     

    40

     

     

    45

     

     

    48

     

     

    48

     

     

    51

     

     

    62

     

     

    62

     

     

    62

     

     

    62

     

    Markets

     

    3

     

     

    4

     

     

    6

     

     

    6

     

     

    7

     

     

    7

     

     

    7

     

     

    7

     

     

    7

     

    Patients (MCREM)*

     

    40,400

     

     

    50,100

     

     

    50,600

     

     

    54,000

     

     

    57,400

     

     

    221,500

     

     

    225,100

     

     

    226,500

     

     

    228,700

     

    Patients in value-based care arrangements (MCREM)

     

    87.2

    %

     

    79.3

    %

     

    79.8

    %

     

    81.0

    %

     

    78.2

    %

     

    97.6

    %

     

    99.0

    %

     

    99.4

    %

     

    98.8

    %

    Platform Contribution ($, millions)

    $

    11.0

     

    $

    16.0

     

    $

    17.2

     

    $

    21.6

     

    $

    20.6

     

    $

    25.6

     

    $

    24.7

     

    $

    28.6

     

    $

    21.1

     

    * MCREM defined as Medicare Equivalent Members, which assumes the level of support received by a Medicare patient is equivalent to that received by three Medicaid or Commercial patients.

     

    Reconciliation to Platform Contribution

     

     

     

     

    Three Months Ended

     

    (in millions)

    Sep 30,

    2021

     

    Dec 31,

    2021

     

    Mar 31,

    2022

     

    Jun 30,

    2022

     

    Sep 30,

    2022

     

    Dec 31,

    2022

     

    Mar 31,

    2023

     

    Jun 30,

    2023

     

    Sep 30,

    2023

     

    Gross profit (a)

    $

    4.5

     

    $

    9.6

     

    $

    11.2

     

    $

    15.4

     

    $

    14.8

     

    $

    17.2

     

    $

    17.1

     

    $

    20.4

     

    $

    12.0

     

    Depreciation and amortization

     

    5.2

     

     

    6.1

     

     

    5.1

     

     

    4.9

     

     

    4.6

     

     

    7.2

     

     

    6.6

     

     

    6.8

     

     

    6.8

     

    Stock-based compensation

     

    —

     

     

    0.1

     

     

    0.4

     

     

    1.3

     

     

    1.2

     

     

    1.2

     

     

    1.0

     

     

    1.3

     

     

    1.2

     

    Other adjustments (b)

     

    1.3

     

     

    0.2

     

     

    0.5

     

     

    0.1

     

     

    0.1

     

     

    —

     

     

    —

     

     

    —

     

     

    1.0

     

    Platform Contribution

    $

    11.0

     

    $

    16.0

     

    $

    17.2

     

    $

    21.6

     

    $

    20.6

     

    $

    25.6

     

    $

    24.7

     

    $

    28.6

     

    $

    21.1

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    (a) Gross profit reflects the reclassification of stock-based compensation expense previously included in corporate, general and administrative expenses, which decreased gross profit by $0.1 million during the three months ended December 31, 2021, $0.4 million during the three months ended March 31, 2022, $1.3 million during the three months ended June 30, 2022, $1.2 million during the three months ended September 30, 2022, and $1.2 million during the three months ended December 31, 2022.

     

    (b) Other adjustments include incremental costs related to post-Business Combination integration initiatives and other one-time center-level costs. Other adjustments reflected during the three months ended September 30, 2021 include $0.6 million of incremental costs relating to one-time operational projects and $0.3 million of non-cash true-up of deferred rent expense. Other adjustments reflected during the three months ended March 31, 2022 include $0.3 million of costs for a pilot project regarding outsourcing and during the three months ended September 30, 2023 include $1.0 million of severance costs related to center staff.

     

    Calculation of the Medical Expense Ratio

     

     

     

     

     

     

     

    Three Months Ended September 30,

     

     

    Nine Months Ended September 30,

     

    (in thousands, except ratio)

    2023

     

    2022

     

     

    2023

     

    2022

     

    External provider costs

    $

    139,139

     

    $

    106,900

     

     

    $

    406,807

     

    $

    320,104

     

    Medicare and Medicaid risk-based revenue

     

    158,055

     

     

    142,119

     

     

     

    490,814

     

     

    433,591

     

    Medical Expense Ratio

     

    88.0

    %

     

    75.2

    %

     

     

    82.9

    %

     

    73.8

    %

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20231109049422/en/

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