Business Wire | Nov 15, 2021 06:56AM EST

CareMax Inc. Announces Third Quarter 2021 Financial Results

Nov. 15, 2021

MIAMI--(BUSINESS WIRE)--Nov. 15, 2021--CareMax, Inc. (NASDAQ: CMAX; CMAXW), a leading technology-enabled provider of value-based care to seniors, announced today financial results for the third quarter ended September 30, 2021.

Third Quarter 2021 Results1

* GAAP total revenue was $104.6 million for the third quarter of 2021 and $177.5 million for the nine-months ended September 30, 2021, up 330% and 136% year-over-year, respectively. * Medicare Advantage membership as of September 30, 2021 was 26,500, up over 340% compared to Medicare Advantage membership as of September 30, 2020; total membership as of September 30, 2021 was 68,500, up over 1,000% compared to total membership as of September 30, 2020. * Medical Expense Ratio was 75.4% for the third quarter of 2021, compared to 71.4% for the third quarter of 2020.2 * GAAP net loss was $2.9 million for the third quarter of 2021, or $(0.03) per diluted share, and $8.9 million, or $(0.22) per diluted share, for the nine-months ended September 30, 2021. * Adjusted EBITDA was $1.2 million for the third quarter of 2021 and $9.1 million for the nine-months ended September 30, 2021, pro forma for the business combination; excluding estimated impacts from COVID of $7.3 million for the third quarter of 2021 and $18.5 million for the nine-months ended September 30, 2021, Adjusted EBITDA would have been $8.5 million and $27.6 million, respectively, up 4% and 12% year-over-year.3 * Platform Contribution was $11.0 million for the third quarter of 2021 and $33.9 million for the nine-months ended September 30, 2021, pro forma for the business combination; excluding the aforementioned estimated impacts from COVID, Platform Contribution would have been $18.3 million and $52.4 million, respectively, up 18% and 10% year-over-year.3

Business Highlights

* Reaffirmed prior guidance of approximately 30,000 Medicare Advantage members by the end of 2021, pro forma 2021 revenue of $490 million to $525 million, and pro forma 2021 Adjusted EBITDA of $30 million to $40 million, which includes a $23 million estimated negative impact from COVID.3,4 * Acquired DNF Medical Centers on September 1, adding approximately 4,000 Medicare Advantage members and six medical centers in central Florida. * Formalized collaboration with The Related Companies, one of the largest private owners of affordable housing in the United States, to develop senior medical centers in or near affordable housing units owned or affiliated with Related across the country. Initial sites expected to open in New York City in the first half of 2022, with additional sites expected in the second half of 2022. * Announced strategic collaboration with Anthem, with a plan to open approximately 50 de novo medical centers in eight initial states. * Bolstered core platform and de novo market leadership with the addition of new Market Presidents, a Chief Experience Officer, Chief Compliance Officer, and General Counsel. * Appointed two new members to the Board of Directors with strong leadership experience in managed care and business process optimization.

1GAAP 2021 financial information includes the activities of IMC Medical Group Holdings, LLC and CareHoldings for the period from June 8, 2021 to (and including) September 30, 2021 (115 days), Senior Medical Associates (SMA) for the period from June 18, 2021 to (and including) September 30, 2021 (105 days), and DNF Medical Centers for the period from September 1, 2021 to (and including) September 30, 2021 (30 days).

2Medical Expense Ratio equals external provider costs divided by Medicare and Medicaid risk-based revenues.

3Adjusted EBITDA and Platform Contribution are non-GAAP financial metrics. A reconciliation of non-GAAP metrics to GAAP financial statements is included in this release.

4Pro forma revenue and Adjusted EBITDA represent run-rate revenue and Adjusted EBITDA based on expected membership at the end of 2021, including all acquisitions expected to be closed by year-end and an estimated $23 million negative from COVID.

Management Commentary

"We are pleased that our third quarter continues to illustrate the effectiveness of our model in delivering proactive and personalized primary healthcare," said Carlos de Solo, Chief Executive Officer. "By reducing spend from avoidable hospital utilization and investing those dollars back into our whole person health care model, we are closing the loop on the care continuum for some of our nation's most vulnerable patients while improving clinical outcomes and driving down costs."

"Our Medical Expense Ratio for the third quarter of 2021 shows that we can grow while maintaining better patient outcomes. As a result, despite headwinds related to COVID and investments in our platform, the fundamentals of our business are performing in line with our forecast, and management is pleased to reaffirm our 2021 guidance. In addition, based on current trends, we expect limited impact to risk-based revenues due to COVID in 2022 and are also optimistic that COVID utilization headwinds will subside in 2022."

"From a growth perspective, we are pleased to welcome DNF Medical Centers to the CareMax family. Dr. Norberto Fleites, founder of DNF, built a tremendous company, and we are honored to continue to his legacy as we work to expand that platform by implementing our tested care model, increasing enrollments in existing centers, and building new centers."

"We expect our base business to continue its strong performance while we maintain clear line of sight to opening at least 15 de novo centers in 2022 in New York City, Memphis and other markets. By targeting underserved communities and affordable housing developments, we will continue our focus on improving health disparities for some of the most vulnerable populations, ensuring rewarding careers for our team members and delivering value for our shareholders."

Conference Call

Management will host a conference call at 8:30 am ET today to discuss the results and business activities. Interested parties may participate in the call by dialing:

(877) 407-9753 (Domestic) or(201) 493-6739 (International)

The conference call will also be available on the Company's website, ir.caremax.com. Following the live call, a replay will be available on the Company's website.

An investor presentation has also been posted to ir.caremax.com.

About CareMax

CareMax is a technology-enabled care platform providing value-based care and chronic disease management to seniors. CareMax operates medical centers that offer a comprehensive suite of healthcare and social services, and a proprietary software and services platform that provides data, analytics, and rules-based decision tools/workflows for physicians across the United States. 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 and strategy. 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 impact of COVID-19 or any variant thereof on the Company's business and results of operation; the availability of sites for medical facilities and the costs of opening such medical facilities; 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; the Company or any other party's ability to fulfill contractual obligations; and the Company's ability to recruit and retain qualified team members and independent physicians. 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 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 margin thereof 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 expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review the Company's audited financial statements, which have been filed by the Company with the SEC.

A reconciliation for Adjusted EBITDA to the most directly comparable GAAP financial measures is included below.

Use of Pro Forma Financial Information and Pro Forma Non-GAAP Financial Information

The unaudited pro forma statements of operations below are provided for informational purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the acquisitions of IMC and Care Holdings had occurred in the stated historical periods, nor are they indicative of the future results or financial position of the combined company. The unaudited pro forma statements of operations do not give effect to the potential impact, of any anticipated synergies, operating efficiencies or cost savings that may result from the acquisitions of IMC and Care Holdings, any integration costs or tax deductibility of transaction costs.

Additionally, Adjusted EBITDA presented on a pro forma basis gives effect to the acquisitions of IMC and Care Holdings as if they had occurred in historical periods, which does not necessarily reflect what the Company's Adjusted EBITDA would have been had the acquisitions occurred on the dates indicated. A reconciliation of projected 2021 pro forma 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 non-GAAP financial measure. 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 December 30, 31, 2021 2020

ASSETS

CURRENT ASSETS

Cash $ 80,451 $ 4,934

Accounts receivable, net 33,624 9,395

Inventory 398 15

Prepaid expenses 17,926 183

Risk settlements due from providers 464 80

Due from related parties - 274

Total Current Assets 132,863 14,881



Property and equipment, net 16,163 4,796

Goodwill 449,470 10,068

Intangible assets, net 61,575 8,575

Deferred debt issuance costs 2,084 -

Other assets 1,109 183

Total Assets $ 663,264 $ 38,503



LIABILITIES AND STOCKHOLDERS'/MEMBERS' EQUITY



CURRENT LIABILITIES

Accounts payable $ 5,677 $ 1,044

Accrued expenses 8,346 2,572

Accrued interest payable - 149

Risk settlements due to providers 171 643

Current portion of long-term debt 6,279 1,004

Due to related parties - 39

Other current liabilities 2,831 -

Total Current Liabilities 23,304 5,451



Derivative warrant liabilities 17,110 -

Long-term debt, less current portion 112,890 26,325

Other liabilities 6,032 -

Total Liabilities 159,336 31,776

COMMITMENTS AND CONTINGENCIES (Note 14)

STOCKHOLDERS'/MEMBER'S EQUITY

Class A common stock ($0.0001 par value; 250,000,000sharesauthorized; 87,073,985 shares issued and outstanding 9 -at September 30,2021)

Additional paid-in-capital 506,108 -

Accumulated deficit (2,189 ) -

Member units (no par value, 200 authorized, issuedand outstanding at - 223December 31, 2020)

Members' equity - 6,504

Total Stockholders'/Members' Equity 503,928 6,727



Total Liabilities and Stockholders'/Members' Equity $ 663,264 $ 38,503

CAREMAX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per share data)

Three Months Ended September 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Revenue

Medicare risk-based revenue

$

76,428

$

24,242

$

142,005

$

75,083

Medicaid risk-based revenue

20,884

-

26,333

-

Other revenue

7,308

64

9,118

251

Total Revenue

104,620

24,306

177,456

75,334

Operating Expenses

External provider costs

73,329

17,304

127,023

49,110

Cost of care

21,602

4,341

34,822

12,244

Sales and marketing

1,274

311

2,340

811

Corporate, general and administrative

13,589

1,885

24,264

4,626

Depreciation and amortization

5,176

359

7,127

1,072

Acquisition related costs

879

-

1,028

-

Total operating expenses

115,849

24,200

196,604

67,863

Operating income (loss)

(11,229

)

106

(19,148

)

7,471

Interest (expense), net

(1,291

)

(387

)

(2,587

)

(1,117

)

Gain on remeasurement of warrant liabilities

10,227

-

12,022

-

Gain on extinguishment of debt, net

279

-

1,637

-

Other income (expense), net

(840

)

-

(840

)

-

Income (loss) before income tax

(2,854

)

(281

)

(8,916

)

6,354

Income tax provision (benefit)

-

-

-

-

Net income (loss)

$

(2,854

)

$

(281

)

$

(8,916

)

$

6,354

Net income (loss) attributable to non-controlling interest

-

34

-

26

Net income (loss) attributable to controlling interest

$

(2,854

)

$

(315

)

$

(8,916

)

$

6,328

Net income (loss) attributable to CareMax, Inc. Class A common stockholders

$

(2,854

)

$

(315

)

$

(8,916

)

$

6,328

Weighted average basic shares outstanding

82,552,520

10,796,069

40,847,294

10,796,069

Weighted average diluted shares outstanding

82,552,520

10,796,069

40,847,294

10,796,069

Net income (loss) per share

Basic

$

(0.03

)

$

(0.03

)

$

(0.22

)

$

0.59

Diluted

$

(0.03

)

$

(0.03

)

$

(0.22

)

$

0.59

CAREMAX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per share data)

Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September September September September 30, 30, 30, 30,

2021 2020 2021 2020

Revenue

Medicare risk-based $ 76,428 $ 24,242 $ 142,005 $ 75,083 revenue

Medicaid risk-based 20,884 - 26,333 - revenue

Other revenue 7,308 64 9,118 251

Total Revenue 104,620 24,306 177,456 75,334



Operating Expenses

External provider 73,329 17,304 127,023 49,110 costs

Cost of care 21,602 4,341 34,822 12,244

Sales and marketing 1,274 311 2,340 811

Corporate, general 13,589 1,885 24,264 4,626 and administrative

Depreciation and 5,176 359 7,127 1,072 amortization

Acquisition related 879 - 1,028 - costs

Total operating 115,849 24,200 196,604 67,863 expenses

Operating income (11,229 ) 106 (19,148 ) 7,471 (loss)

Interest (expense), (1,291 ) (387 ) (2,587 ) (1,117 )net

Gain onremeasurement of 10,227 - 12,022 - warrant liabilities

Gain onextinguishment of 279 - 1,637 - debt, net

Other income (840 ) - (840 ) - (expense), net

Income (loss) (2,854 ) (281 ) (8,916 ) 6,354 before income tax

Income tax - - - - provision (benefit)

Net income (loss) $ (2,854 ) $ (281 ) $ (8,916 ) $ 6,354



Net income (loss)attributable to - 34 - 26 non-controllinginterest

Net income (loss)attributable to $ (2,854 ) $ (315 ) $ (8,916 ) $ 6,328 controllinginterest



Net income (loss)attributable toCareMax, Inc. Class $ (2,854 ) $ (315 ) $ (8,916 ) $ 6,328 A commonstockholders

Weighted averagebasic shares 82,552,520 10,796,069 40,847,294 10,796,069 outstanding

Weighted averagediluted shares 82,552,520 10,796,069 40,847,294 10,796,069 outstanding

Net income (loss) per share

Basic $ (0.03 ) $ (0.03 ) $ (0.22 ) $ 0.59

Diluted $ (0.03 ) $ (0.03 ) $ (0.22 ) $ 0.59

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

Nine Months Nine Months Ended Ended September September 30, 30,

2021 2020

CASH FLOWS FROM OPERATING ACTIVITIES

Net (Loss)/Income $ (8,916 ) $ 6,354

Adjustments to reconcile net (loss)/income to net cash

(Used in)/provided by operating activities:

Depreciation expense 1,657 626

Amortization expense 5,488 448

Amortization of debt issuance costs 522 52

Stock compensation expense 966 -

Change in fair value of warrant liabilities (12,022 ) -

Gain on extinguishment of debt (1,637 ) -

Changes in operating assets and liabilities:

Accounts receivable 4,296 (583 )

Inventory 67 (3 )

Prepaid expenses (1,371 ) 55

Risk settlements due from/due to providers (384 ) (92 )

Due to/from related parties 235 (141 )

Other assets (312 ) 12

Accounts payable 1,583 (347 )

Accrued expenses (3 ) (381 )

Other liabilities 1,178 -

Accrued interest (149 ) -

Net Cash (Used In)/Provided by Operating (8,802 ) 5,998 Activities



CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment (2,967 ) (1,789 )

Acquisition of businesses (298,344 ) (2,656 )

Asset Purchase Agreement Holdback Payment - (333 )

Purchase of noncontrolling interest ownership - (316 )

Net Cash Used in Investing Activities (301,311 ) (5,094 )



CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings under revolving loan commitment - 2,467

Loan from Paycheck Protection Program - 2,164

Proceeds from issuance of Class A common 415,000 - stock

Issuance costs of Class A common stock (12,471 ) -

Reverse recapitalization (108,386 ) -

Proceeds from borrowings on long-term debt 125,000 - and credit facilities

Principal payments on long-term debt (26,143 ) (251 )

Payment of deferred financing costs (6,883 ) -

Payment of debt prepayment penalties (487 ) -

Distributions to members - (144 )

Net Cash Provided by Financing Activities 385,630 4,236



NET INCREASE IN CASH 75,517 5,140

Cash - Beginning of Period 4,934 4,438

CASH - END OF PERIOD $ 80,451 $ 9,578

Non-GAAP Financial Summary (Unaudited*)

$'000s

March 31, 2020

June 30, 2020

September 30, 2020

December 31, 2020

March 31, 2021

June 30, 2021

September 30, 2021

Medicare Risk Revenue

$

63,373

$

62,040

$

63,188

$

65,210

$

65,394

$

66,618

$

76,428

Medicaid Risk Revenue

10,827

14,828

20,565

19,062

18,897

20,454

20,884

Other Revenue

4,608

4,126

3,351

3,801

4,127

4,839

7,308

Total Revenue

78,808

80,994

87,104

88,073

88,418

91,911

104,620

External Provider Costs

53,472

52,780

60,158

57,775

60,278

70,466

73,329

Cost of Care

11,246

10,093

11,417

12,446

13,427

13,246

20,315

Platform Contribution

14,090

18,121

15,529

17,852

14,712

8,199

10,976

Platform Contribution Margin (%)

17.9

%

22.4

%

17.8

%

20.3

%

16.6

%

8.9

%

10.5

%

Sales and Marketing

$

1,057

$

1,245

$

1,290

$

1,431

$

391

$

1,688

$

1,274

Corporate, General and Administrative

7,858

5,667

6,069

6,519

7,197

6,347

8,668

Adjusted EBITDA

5,175

11,209

8,170

9,901

7,124

163

1,034

De Novo Losses

3

24

68

484

184

364

195

Adjusted EBITDA

$

5,178

$

11,233

$

8,237

$

10,385

$

7,308

$

527

$

1,229

Adjusted EBITDA Margin (%)

6.6

%

13.9

%

9.5

%

11.8

%

8.3

%

0.6

%

1.2

%

* Figures give effect to the Business Combinations of IMC and Care Holdings as if they had occurred in historical periods. Figures may not sum due to rounding.

*Figures may not sum due to rounding

Non-GAAPFinancial Summary(Unaudited*)

March June 30, September December March June 30, September$'000s 31, 2020 30, 2020 31, 2020 31, 2021 30, 2021 2020 2021

Medicare Risk $ 63,373 $ 62,040 $ 63,188 $ 65,210 $ 65,394 $ 66,618 $ 76,428 Revenue

Medicaid Risk 10,827 14,828 20,565 19,062 18,897 20,454 20,884 Revenue

Other Revenue 4,608 4,126 3,351 3,801 4,127 4,839 7,308

Total Revenue 78,808 80,994 87,104 88,073 88,418 91,911 104,620



External 53,472 52,780 60,158 57,775 60,278 70,466 73,329 Provider Costs

Cost of Care 11,246 10,093 11,417 12,446 13,427 13,246 20,315

Platform 14,090 18,121 15,529 17,852 14,712 8,199 10,976 Contribution

PlatformContribution 17.9 % 22.4 % 17.8 % 20.3 % 16.6 % 8.9 % 10.5 %Margin (%)



Sales and $ 1,057 $ 1,245 $ 1,290 $ 1,431 $ 391 $ 1,688 $ 1,274 Marketing

Corporate,General and 7,858 5,667 6,069 6,519 7,197 6,347 8,668 Administrative

Adjusted 5,175 11,209 8,170 9,901 7,124 163 1,034 EBITDA



De Novo Losses 3 24 68 484 184 364 195

Adjusted $ 5,178 $ 11,233 $ 8,237 $ 10,385 $ 7,308 $ 527 $ 1,229 EBITDA

AdjustedEBITDA Margin 6.6 % 13.9 % 9.5 % 11.8 % 8.3 % 0.6 % 1.2 %(%)

* Figures give effect to the Business Combinations of IMC and Care Holdings asif they had occurred in historical periods. Figures may not sum due to rounding.

*Figures may not sum due to rounding

Nine Months Ended September 30, 2021 compared to Nine Months Ended September 30, 2020 Non-GAAP Financial Summary (Unaudited*)

Nine Months Ended

September September Y/Y 30, 2021 30, 2020 Change

$'000s

Medicare Risk Revenue $ 208,440 $ 188,601 $ 19,839

Medicaid Risk Revenue 60,235 46,220 14,016

Other Revenue 16,274 12,085 4,189

Total Revenue 284,949 246,906 38,044



External Provider Costs 204,073 166,411 (37,663 )

Cost of Care 46,988 32,755 (14,233 )

Platform Contribution 33,887 47,740 (13,853 )

Platform Contribution Margin (%) 11.9 % 19.3 % (7.4 %)



Sales and Marketing $ 3,354 $ 3,592 $ 238

Corporate, General and Administrative 22,212 19,594 (2,618 )

Adjusted EBITDA 8,321 24,554 (16,233 )



De Novo Losses 743 94 649

Adjusted EBITDA $ 9,064 $ 24,648 $ (15,584 )

Adjusted EBITDA Margin (%) 3.2 % 10.0 % (6.8 %)

* Figures give effect to the Business Combinations of IMC and Care Holdingsas if they had occurred in historical periods. Figures may not sum due to rounding.

*Figures may not sum due to rounding

Non-GAAP March June 30, September December March June 30, SeptemberOperating 31, 2020 30, 2020 31, 2020 31, 2021 30, 2021 Metrics* 2020 2021

Centers 21 21 22 24 24 34 40

Markets 1 1 1 1 1 1 1

Patients 24,800 27,500 29,000 28,400 29,200 35,300 40,400 (MCREM)**

At-Risk 84.8 % 86.7 % 85.6 % 87.7 % 87.0 % 84.1 % 87.2 %

PlatformContribution $ 14.1 $ 18.1 $ 15.5 $ 17.9 $ 14.7 $ 8.2 $ 11.0 ($,Millions)***



* Figures give effect to the Business Combinations of IMC and Care Holdings asif they had occurred in historical periods. Figures may not sum due to rounding.

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

*** Platform contribution defined as revenue less external provider costs and cost of care, excluding depreciation and amortization.

*Figures may not sum due to rounding

Reconciliation to Adjusted EBITDA*

March June 30, September December March June 30, September$'000s 31, 2020 30, 2020 31, 31, 2021 30, 2020 2020 2021 2021

Net Income $ 3,170 $ 3,466 $ (281 ) $ 1,218 $ 1,302 $ (7,363 ) $ (2,854 )(Loss)

GAAP Pro Forma (3,513 ) 160 (189 ) 1,912 (2,730 ) (6,186 ) (0 )Adjustments

Pro Forma Net $ (343 ) $ 3,626 $ (470 ) $ 3,130 $ (1,429 ) $ (13,549 ) $ (2,854 )Income

Interest 1,658 1,689 1,656 1,628 1,400 1,667 1,291 expense, net

Depreciationand 3,514 3,244 3,368 3,418 2,979 3,339 5,176 amortization

Loss/(Gain) onremeasurement - - - - - (1,795 ) (10,227 )of warrantliabilities

Loss/(Gain) onextinguishment - - - 451 - 806 (279 )of debt

Other expense/ (2 ) (12 ) 100 (997 ) 212 (2,367 ) 840 (income)

EBITDA $ 4,827 $ 8,547 $ 4,653 $ 7,630 $ 3,162 $ (11,900 ) $ (6,053 )

Other adjustments

Non-recurring (309 ) 1,985 2,763 1,390 2,795 8,257 4,249 expenses

Acquisition 656 678 789 893 1,168 3,806 1,871 costs

Stock based - - - - - - 966 compensation

De novo losses 3 24 68 484 184 364 195

Discontinued - (0 ) (35 ) (12 ) (1 ) (0 ) - operations

Adjusted $ 5,178 $ 11,233 $ 8,237 $ 10,385 $ 7,308 $ 527 $ 1,229 EBITDA

* Pro Forma figures give effect to the Business Combinations of IMC and CareHoldings as if they had occurred in historical periods. Figures may not sum due to rounding.

*Figures may not sum due to rounding

Three and Nine months Ended September 30, 2021 Reconciliation to Adjusted EBITDA

Three Months Ended Nine Months Ended

$'000s September September Y/Y September September Y/Y 30, 2021 30, 2020 Change 30, 2021 30, 2020 Change

Net Income $ (2,854 ) $ (281 ) $ (2,573 ) $ (8,916 ) $ 6,354 $ (15,269 )(Loss)



GAAP Pro Forma (505 ) (189 ) (316 ) (8,917 ) (3,541 ) (5,376 )Adjustments



Pro Forma Net (3,358 ) (470 ) (2,888 ) (17,832 ) 2,813 (20,645 )Income (Loss)



Interest 1,291 1,656 (364 ) 4,358 5,002 (644 )expense

Depreciationand 5,680 3,368 2,313 11,494 10,126 1,368 amortization

Loss/(Gain) onremeasurement (10,227 ) - (10,227 ) (12,022 ) - (12,022 )of warrantliabilities

Loss/(Gain) onextinguishment (279 ) - (279 ) (1,637 ) - (1,637 )of debt

Other expenses 840 100 740 849 86 763



EBITDA (6,052 ) 4,653 (10,705 ) (14,790 ) 18,027 (32,817 )



Other Adjustments

Non-recurring 4,249 2,763 1,486 15,302 4,439 10,863 expenses

Acquisition 1,871 789 1,083 6,844 2,123 4,721 costs

Stock based 966 - 966 966 - 966 compensation

De novo losses 195 68 127 743 94 649

Discontinued - (35 ) 35 (1 ) (35 ) 34 operations

Adjusted $ 1,229 $ 8,237 $ (7,009 ) $ 9,064 $ 24,648 $ (15,584 )EBITDA

*Pro Forma figures give effect to the Business Combinations of IMC and CareHoldings as if they had occurred in historical periods. Figures may not sum due to rounding.

*Figures may not sum due to rounding

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