Good morning. My name is Rob, and I will be your conference operator today. At this time, I would like to welcome everyone to the CareMax, Inc. acquisition of Steward Value-Based Care conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you'd like to withdraw your question, again, press star one. Thank you. Samantha Swerdlin, Vice President, Investor Relations, you may begin your conference. Welcome to our conference call to discuss CareMax's proposed acquisition of the value-based care business of Steward Health Care System. I'm Samantha Swerdlin, Vice President of Investor Relations, and on behalf of our entire team, we'd like to thank you for joining us today. As a reminder, we've issued a press release announcing our pending acquisition of Steward Value-Based Care. The press release and presentation materials related to this call are available on our investor relations site. During the call, we will be discussing certain forward-looking information. These forward-looking statements are based on assumptions and assessments made by CareMax's management in light of their experience and assessment of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. Any forward-looking statements made during the call are made as of today, and CareMax undertakes no duty to update or revise such statements whether as a result of new information, future events, or otherwise. Important factors that could cause actual results, developments, and business decisions to differ materially from the forward-looking statements are described in the company's press release related to the potential acquisition and our filings with the SEC, including the section entitled Risk Factors. No statements being made today are intended to be a solicitation of any proxy in connection with the proposed acquisition of Steward Value-Based Care, or as an offer to buy or sell, or a solicitation of any offer to buy or sell securities of CareMax. CareMax intends to file a proxy statement that will also be sent to all CareMax stockholders and other documents with the SEC in connection with our proposed acquisition of Steward Value-Based Care. We encourage you to read the proxy statement and all other relevant documents filed with the SEC, which will contain important information about the proposed acquisition, including information about CareMax and Steward and the respective directors, executive officers, and certain other members of management and employees who may be deemed to be participants in the solicitation of proxies from CareMax stockholders in connection with the proposed transaction. Now, turning to our agenda, Carlos de Solo, Chief Executive Officer of CareMax, will kick off the presentation by taking you through our proposed acquisition. Next, Dr. de la Torre, Chairman and CEO of Steward Health Care System, will provide background on Steward. Dr. Bert Moreno, Chief Medical Officer of CareMax, will then provide a deep dive into our model. Following that, Albert de Solo, Chief Operating Officer of CareMax, will take you through how we plan to operationalize the transaction. Last, Kevin Wirges, Chief Financial Officer of CareMax, will provide details on the financial impact of the acquisition. We will then open it up to your questions. With that, let me turn it over to Carlos. Thanks, Samantha. I'm excited today to discuss what we believe is a transformative milestone for CareMax and a significant step in redefining healthcare in the country by expanding what we have been executing on for over a decade. Let me start with a brief overview of the transaction. CareMax has signed a definitive agreement to acquire Medicare value-based care business of Steward Health Care System. Following the transaction, CareMax would serve as the exclusive value-based management services organization across Steward's Medicare network, initially managing approximately 170,000 senior value-based care patients and 1,800 providers across Steward's value-based care three membership programs, MSSP, Medicare Advantage, and direct contracting. Steward's network also includes roughly 380,000 Medicare Advantage fee-for-service beneficiaries and also approximately 480,000 traditional Medicare patients. We'll go into more detail today during the presentation on our strategy to unlock the value of this network, which gives us access to over 1 million Medicare beneficiaries, many of whom we would target to convert into value-based care arrangements. Structurally, the transaction consists of $25 million in upfront cash and approximately $110 million in implied equity value of CareMax common stock, representing a total transaction consideration of approximately $135 million. We currently expect the transaction to close by late Q3 or early Q4 of this year, subject to customary stockholder and regulatory approvals. Since we founded CareMax and established our whole person healthcare model in 2011, we've taken an innovative approach to building our proprietary system of technology, people, processes, and infrastructure that drives the leading results that we have today. Following that decade of innovation, we decided to take our model nationally in 2021 when we became a publicly traded company and announced our vision of bringing our model of whole person healthcare to more communities than ever before. Today, we're excited to build on that foundation of innovation and further accelerate that vision by bringing immediate national scale to our MSO platform that we have successfully operated in Florida over 10 years. We believe that this national expansion will provide us economies of scale for our business to grow in a capital-light approach and then leverage our diversified mix of payer and then strategic partners. Additionally, we believe that a national scale will also assist us in leveraging preferred networks of hospital systems to drive alignment in caring for our patients across the entire continuum of care. Furthermore, we intend to utilize our unique approach to purpose-built medical centers to drive a de novo strategy centered around MSO membership density and strategic partners, which we believe will have the potential to reduce initial cash burn we would otherwise have of entering into new markets without having the patients in place. We believe our hybrid delivery model of a capital-light national MSO, combined with our high-performing centers, provide us the platform to be a leader in the industry as we transition to value-based care across the entire country. This transaction establishes us as a leading independent national Medicare value-based care platform, and upon closing the transaction, would provide national scale, expanding our established MSO model into new markets. These markets have significant density in new states, which we believe is gonna provide the opportunity to move patients to our value-based care delivery system in a capital-efficient way. We intend to do this first by converting Medicare Advantage fee-for-service contracts into value-based care agreements with capitated contracts and limited partial risk, which would provide the cash flow to further invest in medical management capabilities. We believe that these investments will drive superior outcomes that over time align with CareMax's best-in-class medical expense ratio and quality scores. We plan to do this by investing in the resources to incorporate our tech-enabled MSO model that supports clinical workflows, quality scoring, patient and provider engagement, and coding documentation, all of which is driven by our proprietary CareOptimize point-of-care technology. As we drive improvements in performance, we plan to transition contracts from partial risk to full risk arrangements and capture incremental upside from effectively managing full risk patients. We expect this transaction to be accretive and believe that we have the potential to achieve additional upside through accelerated clinical improvements as well as faster conversion into value-based care programs. One of the key benefits of this transaction is the expanded scale and reach it provides CareMax, including significantly increasing our Medicare patient base, geographic reach, and provider network. Following the close of the transaction, CareMax's network will expand to approximately 2,000 employed and affiliated providers with more than 200,000 Medicare value-based care patients across 10 states and 30 markets. While the existing Steward platform has performed well as one of the leading MSSP ACOs in the country, we believe CareMax can capitalize on the embedded upside across Steward's network by employing the following three distinct operating models. Our first being the CareMax's capital-light tech-enabled MSO model, which requires minimal capital intensity as we intend to leave existing providers and patients in their current locations and provide CareMax's MSO support services. These providers would remain employed by either Steward Health Care System or their affiliate organization and then would have the ability to earn additional income through our quality bonus programs and the shared savings. Next would be the hybrid model. These are multi-specialty, sophisticated groups which also have relatively light capital demands. Under this model, CareMax would rebrand portions or all of these existing facilities to resemble CareMax's existing centers. We expect this model to provide more impact on the continuum of care and ultimately lead to superior medical outcomes. Finally, we transition patients to full risk. We intend to have a targeted approach to execute our de novo strategy in select areas that are supported by a network of high-performing Steward providers and patient panels. The providers would become CareMax employees with full risk patient panels that can then be tucked into newly seeded CareMax de novo locations. We plan to take a highly analytical approach to these models, and we believe that this balanced multi-lever strategy will ultimately result in greater earnings power for our business and superior outcomes to the patients. With that, let me turn it over to Dr. de la Torre to provide background on Steward. Thanks, Carlos, and hello, everyone. I'm Ralph de la Torre, Chairman and CEO of Steward Health Care. We're thrilled about the opportunity to join CareMax family and believe that this transaction represents the future state of healthcare. Some of you may already be familiar with Steward Health Care System, but let me take a moment to now provide some background. Steward is a nationally recognized, fully integrated healthcare system. Currently operating 39 hospitals across nine states in the United States. The clinical network spans over 6,600 providers and 326 employed practice locations. Steward providers have experience operating under value-based care arrangements across its network and within its provider group. Many have worked in these models for over a decade. Historically, Steward, within the Medicare space, has focused on MSSP ACO programs, where we have been ranked as one of the top performers in the country. Notably, Steward MSSP ACO was ranked by CMS as number one in membership, number one in quality, and number two in overall shared savings in 2020. Given our experience, we have been actively pursuing avenues to expand our focus in value-based care, one that complements our physician engagement. We believe CareMax has the right team and the right structure in place to accelerate our growth and to take value-based care to the next level. These locations are spread over Steward's network of nine states. Steward's Medicare value-based business, Steward Health Care System currently has approximately 170,000 Medicare value-based care patients, 380,000 Medicare Advantage fee-for-service patients, and 480,000 traditional Medicare patients across 1,800 providers that practice within roughly 750 owned and affiliated locations. In totality, Steward's network of providers currently serves over 1 billion Medicare patients and beneficiaries in a variety of value-based and fee-for-service programs. As I previously described, Steward is a healthcare system which is physician-led and patient-oriented. Steward's highly successful ACO has succeeded primarily through empowered physician engagement and cooperation. Similarly, CareMax's growth has allowed patients across the country to have access to a model that offers best-in-class clinical outcomes and patient experience. It does so by combining a high-touch model that is bolstered by CareOptimize with attractive tech offerings at the point of care. The combination of the two approaches will yield a new, even more effective model of care. In short, integrating Steward's large Medicare patient base within CareMax's market-leading MSO model will create a differentiated delivery system that is well-positioned to become the industry leader in supporting physicians in transitioning to value-based care. I'll now hand it off to Dr. Moreno, who will dive deeper into CareMax's proprietary value-based care MSO model. Thank you, Dr. de la Torre. CareMax's MSO model has been successfully impacting patient outcomes by delivering value since our founding in 2011. Our model has always been a mix of centers and affiliated providers, both of which receive the same suite of services. This chart illustrates how CareMax's high-touch, tech-enabled delivery system realizes value through improved outcomes. Here, the medical expense ratio of a challenging panel of patients goes from 107% to 85% over a four-year period. As announced in our recent earnings results, despite our growth, we continue to achieve leading medical management results while maintaining five-star quality scores across the organization. Our new patients would have access to a greater array of convenient and sophisticated care options, services, and physical locations staffed with primary care physicians and specialists, including cardiology, psychiatry, and radiology, among others. Many locations would also, over time, offer dental, eye care, pharmacy, social services, and a wide range of related care services designed to address the social and cultural determinants of health. Our whole-person approach to healthcare combines the high-touch services just mentioned with our proprietary tech-enabled platform, CareOptimize, to achieve a best-in-class medical expense ratio, despite treating a sicker population of patients, one that historically is approximately 60% dual eligible. Physician engagement will always be key to CareMax's success. As I speak with physicians all across the country, it's clear they're hungry to deliver high-quality healthcare to our mothers and fathers, aunts and uncles, and grandparents in their communities. CareMax provides the platform for them to realize their clinical potential in a way that creates better outcomes for their patients and generates value for the system as a whole. We utilize targeted incentives that align with outcomes to drive behavior. Such incentives have historically led to higher quality care by rewarding the successful outcomes-based management of our seniors. In this way, the interests of the patient, the interests of the provider, and the interests of CareMax are aligned through CareMax's MSO model. The potential for this acquisition to positively impact behavior at the clinic level is illustrated in a pilot performed on a cohort of Steward patients in Eastern Florida. The planning phase of our engagement started in January, with execution starting in February. The goals were. See all your patients. Allow CareOptimize to risk stratify your patients and see your sicker patients more frequently. Accurately document and treat their chronic conditions at each visit. Execute on preventative measures that lead to improved outcomes and higher quality scores. With just this limited engagement, we were able to demonstrate the viability of incorporating Steward physicians onto the CareMax platform. Today, we have impacted the frequency by which they are seeing their patients, in particular, the frequency by which they are seeing their sicker patients, both of which are known to us to be leading indicators of improved clinical outcomes. We believe our differentiated value-based care MSO is well positioned to transform healthcare and deliver on CareMax's mission to provide healthcare with heart in an innovative fashion to seniors across the country. The incorporation of Steward's Medicare population into our platform will make CareMax one of the largest independent senior-based care delivery organizations. It would make CareMax unique in that it integrates horizontally along different value-based programs and vertically across outpatient to inpatient sites of care. I'll now turn it over to Albert to discuss our execution strategy. Thanks, Dr. Moreno, and thanks, everyone, for joining us. I'm gonna take you through our execution plans on how we plan to drive superior outcomes across Steward's patient population and unlock the embedded value in our acquisition. I'll start with an overview of our execution strategy and then provide a deeper dive into each lever. First, CareMax intends to collaborate with payers to enter into capitated arrangements with a path to full risk. We have existing relationships with a large portion of the national payers within the existing patient base and would expand on our current strategy of moving Medicare Advantage patients into full risk arrangements as panel performance improves over time within our MSO model. Second, with the cash flow generated from these capitated contracts, we intend to invest in expanding our medical management programs through our current MSO infrastructure. As outcomes improve to historical CareMax performance, we would work with our payer partners to shift contracts to full risk to capture additional profitability and invest further in patient care and physician support. As our model matures, we would look to further grow our at-risk patients base by converting patient panels from fee-for-service into value-based care programs while empowering the providers to be successful in value-based care. Lastly, the provider and patient density that our MSO model would support will help provide a pathway to build our purpose-built centers around current and adjacent markets with the potential to reduce the timeline to profitability. As Carlos explained, Steward's footprint significantly expands our presence into a number of highly desirable markets with large numbers of seniors and providers. CareMax is focused on leveraging existing contracts with payers and entering new Medicare Advantage contracts. We believe this would provide consistent cash flow and limited initial risk, enabling us to further invest in medical management while creating a path to full risk. Ultimately, we believe these new arrangements would empower physicians to drive improved outcomes in line with CareMax's historical performance. As previously noted, these new contracts would support the necessary medical management investments that are needed to improve outcomes. On the left-hand side of the page, we list a set of the key foundations of our MSO's medical management program that drive our performance. Core to our model is the clinical support through our value-based care playbook that we would deploy with our providers. Our clinical teams lead regularly recurring trainings and workshops to educate providers on best practices and workflow improvements to excel in value-based care programs and drive patient and provider engagement. We then would provide our administrative support through coding and quality resources to track outcomes, improve accountability, and reduce the overall burden for providers to focus on patient care. Furthermore, our proprietary point of care technology and analytics platform would integrate with existing systems and provide the insights to further clinical improvements. We intend to take a highly analytical and disciplined approach to making these investments that is based on current and go-forward potential performance. Based on these investments, we believe that patient outcomes would improve to the point of taking on full risk arrangements over the next 2-4 years. It should be noted that certain panels may warrant a shift to full risk sooner based on the level of performance achieved or near-term improvements, and we have the flexibility to do so. We believe this ramp to better outcomes may be conservative based on CareMax's performance in our own locations, as well as our existing MSO model. Historically, we have seen medical expense performance of our MSO model improve 22 percentage points over a four-year period from joining, and we project our investments to bring our model to the Steward Value-Based Care network will yield similar results. We have discussed, the Steward's Medicare footprint is extensive and will provide us a unique opportunity to unlock the value by transitioning the network to. In addition to the existing VBC population, Steward cares for approximately 870,000 seniors that are currently Medicare Advantage fee-for-service or traditional Medicare areas. We believe that our strategy will be part of leading the industry's transition to VBC around CMS's stated goal of moving 100% of Medicare patients into value-based arrangements by 2030. We believe that with an aging population and industry support for value-based care, there is a unique opportunity to unlock the large embedded Medicare patient base. Similar to when we enter new markets with a strategic partner, we'd anticipate Steward de novos to also reduce our J-curve in achieving center profitability. Building purpose-built de novo centers supplements CareMax's MSO model and ultimately improves MER with a high impact on patient outcomes and remains a core part of our go-forward strategy. I wanna emphasize that this is a supplement to CareMax's current strategy, and the markets where we ultimately choose to build our de novo centers are dependent on a number of factors, but patients' density already in place would be a key factor. We believe that the combination of a capital-light model with the ability to transition into a clinic model gives us the greatest potential to achieve better health outcomes, and that utilizing our expertise in both affiliated MSO and medical centers, we will be positioned to provide a truly differentiated platform. Importantly, we believe this model is transformational, and this acquisition creates a pathway to integrate value-based care completely into the healthcare delivery system and unlock the value while efficiently managing at-risk patients. I will now hand it off to Kevin to review the financial impact of the transaction. Thanks, Albert. I will now discuss how we expect the transaction to impact our CareMax financials. Total initial consideration for the acquisition is approximately $135 million, based on $25 million cash consideration plus 23.5 million CareMax Class A shares issued. At closing, we will also be funding approximately $72 million in MSSP payments to Steward for 2021 and the pre-closing period of 2022. These loans are typically paid out by CMS in the fourth quarter of each year. We expect to fund the cash consideration and MSSP payments plus transaction fees using cash on our balance sheet and either drawings on our recent delayed draw term loan or a separate facility that we may establish for the MSSP receivables. Steward will bear the cost of the MSSP receivable financing. Pro forma for the transaction, Steward equity holders are expected to have 21% ownership of CareMax Class A shares as of the closing, with the potential to earn a total of 41% ownership upon effective conversion of 100,000 patients to Medicare risk VBC arrangements, performing at an 85% medical expense ratio for two consecutive quarters. We believe this structure aligns our interest on transitioning provider behavior from a fee-for-service environment to a VBC model, which would provide the company with significant incremental EBITDA and cash flow. Moreover, we consider the transaction a deleveraging event by providing positive EBITDA and cash flow to support our leverage and liquidity requirements under our recently raised term loan. In addition to clear strategic benefits, we expect the transaction will deliver meaningful and sustainable financial accretion, which will support our focus on driving long-term value creation. First, we're taking this opportunity to reiterate the financial guidance we had provided for our existing business for fiscal year 2022, including $540 million-$560 million of revenue and $30 million-$40 million of adjusted EBITDA, which excludes approximately $10 million of de novo losses. We're not updating guidance at this time for the acquisition, but we'll provide more detail on how you may expect us to report consolidated results after the transaction closes. We estimate that the Steward VBC business will generate approximately $35 million-$40 million in revenue and $10 million-$13 million in EBITDA for the full year 2022, with CareMax receiving its share of revenue and EBITDA after the transaction close. Currently, these earnings are mostly driven by MSSP, in which Steward has achieved the second highest amount of shared savings in the country. Over the medium term, we see the potential for revenue of the acquired value-based care business to grow to approximately $1.6 billion-$1.7 billion in 2025, primarily due to the conversion of Medicare Advantage partial risk and Medicare Advantage fee-for-service contracts into Medicare Advantage full risk contracts. This strategy supports health plans' desire to contract with sophisticated risk providers to help manage the health outcomes of their members. It's important to note that this level of revenue is predicated on converting less than a quarter of the 500,000 or so non full risk Medicare Advantage and MSSP patients to full risk contracts. Over the long run, we believe we have a compelling opportunity to further increase full risk penetration of this base, and this still does not scratch the surface on the VBC opportunity in the remaining half a million traditional Medicare patients. We also expect to manage Steward population profitably by taking a measured approach toward risk. By 2025, we anticipate adjusted EBITDA of the acquired value-based care business to grow to approximately $100 million-$115 million. Importantly, this does not reflect mature profitability of the full risk life, which Albert had previously described as around 85% MER. To the extent we deploy our fully integrated de novos into Steward markets, we believe fully mature MERs have the potential to approach standalone CareMax levels in the range of 70%. Looking out further, we believe there is an opportunity to unlock significant long-term value from this transaction. Over the next 5- 10 years, we see the potential to serve 350,000-435,000 of Steward's patients through VBC products, including Medicare Advantage, MSSP, and DCE or ACO REACH. This is still not even half of Steward's 1 million total addressable lives. Even at a medical margin PMPM of $200, which we believe to be conservative, this would represent $400 million-$550 million of annual EBITDA from this acquisition, more than 10x what we have guided our current CareMax business to generate this year. We look forward to delivering this value to our stockholders, improving the lives of our patients, and to continue advancing value-based care in this country over the coming years. With that, I will now turn it back to Carlos for closing remarks before we open it up for Q&A. Thanks, Kevin. We believe this acquisition of Steward's value-based care business will enable us to accelerate our growth by bringing CareMax's best-in-class proprietary value-based care model to the communities in which Steward Health Care System operates, and ultimately transforming the future state of healthcare delivery systems. In summary, this transaction will accelerate our strategy to deliver high quality, cost-effective, value-based care to seniors on a national scale, expand our MSO model and existing footprint into new markets, provide a clear path to dense number of senior lives, and accelerate our path to profitability with meaningful cash flow generation. We're excited about the future of CareMax and the value creation potential for this transformative transaction for our shareholders and our stakeholders. At this time, I would like to remind everyone, in order to ask a question, press star then the number one on your telephone keypad. Your first question comes from the line of Josh Raskin from Nephron Research. Your line is open. Hi, good morning. This is actually Mark Alon for Josh. Thanks for taking the question. Just to start, when looking at CareMax's relationships with Anthem and Related and now with Steward, how should we think about the capital needs to fund the expected de novo center growth? Is part of your plan to use available leverage now that you are issuing stock? Yeah, look, this is an accretive transaction that we think is gonna provide more capital for us to be able to invest more in all the different things that we're trying to accomplish. This is also gonna strengthen those relationships that we are with Related and Anthem because there are a lot of areas that do overlap with this. The other thing I'll say is it allows us to think about our future centers as seeded de novos. With respect to how we're gonna be opening up centers, we're gonna make sure that we're doing it in areas now that are either complemented by Steward or Anthem, so that we never have to open up a center again that doesn't have you know a certain amount of membership. That's gonna be, you know, just instrumental in really just shorting that duration, potentially starting up our seeded de novos at breakeven rather than waiting, you know, the full amount of time. Got it. Thanks. As a quick follow-up, can you talk about the expectations on what would be a realistic cadence for converting the 100,000 Medicare lives to risk? What would be the EBITDA potential for those 100,000 delegated lives if you can get to that target 85% MLR? Is that just the $350 PMPM on slide 35, or should we think of that in a different way? Yeah. We'll have the first 50,000 members that are already in a Medicare Advantage VBC shared savings. Those, you know, we're going to be working with those providers, you know, doing the same thing that we've been doing with our current MSO to achieve, you know, our best-in-class results. Then there's another 387,000 Medicare Advantage fee-for-service. We've already been in communication with many health plans. You know, that's just communicating to the health plans, being able to flip that initially to partial risk. What I've always said on all of our calls is we're always gonna be mindful as we flip from partial risk to full risk. We wanna make sure that we've got that membership professionally managed before we flip that and transition it over so that that membership is already professionalized and profitable by the time we've made that change. Look, we think we can do it sooner than what we've projected out here in the model, but you can see the big jump in that, you know, 2025 when the bulk of that membership is shifting through. Definitely some conservatism there, but that's how you should think about it. Mark, what I would add. Yeah. Yeah. Sorry. Just wanted to expand on your question on EBITDA for the 100,000 patients at an 85% MLR. We're projecting $80 million-$90 million EBITDA for that cohort. Great. Thank you for all that detail. If I could just squeeze one last quick one in. It seems that CareMax's MSO model has been able to reduce the MLRs down from 107% to 85% within four years. Can you just speak a little bit to how the risk score increases factor into those MLR improvements? If you could just provide a little detail on are the current risk scores for the Steward population, are they in line with local market averages right now or are they below? They're definitely below around 1.0 MRA. It's for us, it's really a combination, right? Risk score is just a part of really capturing the proper acuity of a member. It really boils down to, you know, changing the physician behavior, making sure that we're seeing all the patients, the charts are closed, embedding our technology that allows those physicians to make better decisions that keep the members healthier and out of the hospital. It's that high touch model that we would be implementing that really drive those results. It's a combination of all those factors that really allow us to get to where we get to. That's how we've been able to achieve those 13%-15% margins on our historical MSO over the last 11 years. Your next question comes from the line of Jessica Tassan from Piper Sandler. Your line is open. Hi. Thank you for taking the questions. I guess just first off, how many MSO lives were on the platform prior to the acquisition? Can you just verify that all lives managed by the MSO are in partial risk or MA fee-for-service arrangements, and would migrate to full risk only when they are moving into a de novo CareMax center? That's it. it. Thanks. Yeah, that's right. It's 49,000 Medicare Advantage value-based care lives, meaning they're already in some kind of shared risk arrangement. There is 113,000 MSSP members that are being managed by Steward that we're also acquiring. Then there's 387,000 Medicare Advantage fee-for-service. Those would be flipped to a partial risk agreement and managed very similarly to that Medicare Advantage membership. Yes, well, all the conversations that we've had with all of the national payers that have the bulk of this membership has been consistent to the same conversations, you know, Jessica, that we've had over the past year, which is we're gonna manage these members, we're gonna stabilize that membership, and then we'll flip them to full risk. There's a real appetite from all of these national payers to transition to full risk, so they're working very closely with us, you know, to make sure that we get that before we transfer them over to a full risk platform. Got it. I just wanted to follow up on the Related commentary. I think you said any de novo would be seated by Steward or Anthem going forward. Just should we think about like the Related footprint in states like Colorado, Missouri, Illinois, and Michigan as kind of second-level priorities for the time being? Just 'cause I guess t hey don't overlap with Steward and the Anthem priority markets. Yeah, that's a great question. I think you'll definitely see the Related priority in areas that do overlap with Steward. One of the things that we've solved for, which is, you know, the hardest part of this business is solving for membership, right? We've been able to prove that we're best in class from a medical expense ratio, managing our members. The hardest thing really is gaining that membership and gaining it in a period of time to really shorten that J- curve to profitability. Effectively with this deal, we've mitigated that entire risk. So when we think about our de novo strategy, it's definitely gonna be in those areas that have those seeded de novos where we've been able to panelize Medicare Advantage members in the MSO, and effectively what we do is acqui-hire. When we'd start up a center, you'd always start with a base of members. You know, Related and Anthem and several other payers will complement that strategy for us. Certainly we're going to now be focused on areas that have that ability, so that we don't have to open up any centers from zero anytime in the future after this year. We're still gonna focus on with Related in New York. That's an area that we have been deeply committed to and have several other centers coming up this year. That would be the only exception to that rule. Got it. Then just my last one is on the, I think it's 1,800 providers that you guys are gonna be working with, what's the mix of primary care versus specialty? Just kind of how do the multi-specialty practices exactly fit into the CareMax model? What's the plan for them going forward? Yeah, those are 1,800 primary care providers in 750 different locations. Steward does have a pretty tight network, which is what has allowed them to be so successful in managing that ACO membership. As Ralph mentioned earlier, they were, you know, number two in the country in 2020. They've been able to do that because they do have a closed network of specialists that they've been able to work very closely with and prevent a lot of leakage. We actually will be working closely to collaborate with those specialists to create that similar type network and really educate those specialists on value-based care as well. We think that's gonna be just a huge advantage for us in working with these providers. Those providers are all primary care. Got it. My last one is just on those 100,000 lives, I think you mentioned this, but just is that a two-year cadence, like sort of in line with your historical or what's the timeline on that? Yeah, I think that's right. That's what we have in there. We anticipate that could happen sooner, but we think within a two-year period you'll see that 100,000 members, you know, trigger that 85% MER, which will trigger the second, you know, tranche of this. Got it. Thank you so much. Thank you. Your next question comes from the line of Brian Tanquilut from Jefferies. Your line is open. Hey, good morning. It's Balaji on for Brian. Couple quick ones for me. A lot have already been answered. Just looking at the Steward projections that you laid out, towards the back end of the deck, I just wanna make sure I understand the cadence here. It looks sort of like there's a pretty gradual progression, but 2025 is where you'll see a large contingent flip to risk. Is that the right way to be thinking about it? I guess when I, you know, quick numbers, I think about that 100,000 lives, you get to roughly $1 billion or $1 billion plus in revenue if you flip that to full risk capitation. The chart might imply that it's coming 2024- 2025 is where you see the largest number of those patients shift over. I just wanna make sure I've got that cadence right or how I'm thinking about it the right way. Yep. Sorry, it's Kevin. Yeah, that's. Sorry, Carlos. Yeah, that's exactly right. Again, going back to the rev rec, revenue recognition, you know, initially, when you look at 2023 and 2024, those are, you know, moving contracts from an MA fee-for-service contract into a partial risk contract, right? You know, as Albert spoke about 2-3 years to kinda get that panel to performing in the 80%-85% range, at which point we would flip to the full risk. That's the step-up that you see, from a revenue standpoint, and also from a margin standpoint, and EBITDA standpoint down at the bottom. Okay, got it. Really helpful. Just quickly making sure I understand that earn-out. Those 100,000 lives, that would need to be full risk MA or DCE, or is MSSP also included in there? Yeah, MSSP is included, so long as it operates at an 85% MER. Okay, got it. Even if it would, I guess, it's implicit in MSSP it wouldn't be a full risk arrangement, but just at risk. I guess along those lines, last one for me, just to make sure I understand the mix. You know, what are we looking at from the traction in, you know, those MSSP lives right now? Is there room to shift more towards that enhanced track? Are the majority in the enhanced track currently? How should we think about that going forward? Yes. They're currently on the enhanced track, currently. Got it. Okay. Thanks, guys. Really appreciate it. Yep, thanks. Your next question comes from the line of Gary Taylor from Cowen. Your line is open. Hi, good morning. Wanted to make sure I understand a couple things. On the 1,800 physicians that are part of this, would any of those become employees right away, or it really depends on where they ultimately land in terms of converting to a hybrid model or seeded de novos? Those are the only scenarios where you'd be directly employing those docs. Yeah, that's right. A lot of what we're doing is panelizing the Medicare Advantage membership along the network. The ones that we would use for the seeded de novos, those would be employed directly, no different than all of our CareMax doctors today. The rest would be managed as affiliates. As we continue to panelize that membership and professionalize that, I think you'll see a lot more and more of those physicians coming in to do the seeded de novos and hired, you know, directly by CareMax. One of the nice things about this MSO, which is different than the majority of other MSOs, is that these providers, this entire network, all of these providers are 100% exclusive to us in perpetuity with respect to Medicare Advantage. They can't go out and contract with any other Medicare provider. We are the exclusive provider for them. That gives us a lot of confidence in being able to execute our strategy over a very long period of time, as well as over time bring them in to really supplement that seeded de novo. We think what we've done here is we've really captured the best of both worlds in being able to manage a very professionalized, tight network on the MSO model that gives us the ability to then leverage that to open up all of our seeded de novos and thus eliminating that J-curve to profitability. Thanks. My other question was just thinking about the economics to the physicians under the Steward MSO or ACO organization versus the CareMax MSO. Is the shared savings or percent of shared savings that's going back to physicians, is it similar, higher, lower? Like, how are they impacted by this shift? Yeah, that's a great question. We're gonna manage this exactly the same way that we have managed our MSO over the past 11 years. They would receive similar economics based on the size of the group, the sophistication of the group, right? We talked a little bit about the smaller MSO groups that'll look a lot more like CareMax. There's larger, sophisticated groups that are multi-specialty groups that do have in-house laboratory diagnostics specialists. Those more and larger sophisticated groups would probably receive a, you know, a higher percentage of shared savings under the model, but it'll be. It'll look very similar to what the CareMax MSO has looked over the last 11 years. Got it. My last question, just on that slide 35 that someone had asked about, the capitation there, that second column, I presume, is just primary care capitation, what that means. But as the per member per month, is that medical margin or EBITDA that you're showing there? Yeah. Gary, it's Kevin. Yeah, that's medical margin. Okay. All right. Thank you. Your next question comes from the line of Andrew Mok from UBS. Your line is open. Hi. Good morning. You mentioned that you expect the deal to be accretive, and you show Steward's financial projections on page 29 of your presentation. Do you have a near-term accretion target for us to anchor to, or do you think that those Steward projections near term are a fair representation of the level of accretion you expect from this deal? Hey, Andrew, it's Kevin. Yeah, I you know, these are projections that management has put together, based off our due diligence so far. You know. Those would be projections that we're comfortable with so far. Obviously, you know, we have a little ways to go from a diligence standpoint to get the transaction across the finish line. But based off of initial assumptions that we have, and, you know, all the assumptions that we have baked into the model as far as, you know, conversion of MA fee-for-service to capitated type arrangements, a lot of this is more of the contractual side with the health plans and being able to manage the risk. You know, I think we're confident in the numbers you're presenting here on slide 29 today. Yeah. Just to reiterate, that OpEx build is already reflected in these numbers from management on us professionalizing and building the team to take on this membership. That's what you're saying? Guys, you're saying that $10 million-$13 million of adjusted EBITDA in 2022 already accounts for a level of investment on your end to professionalize those numbers? That's correct. Okay. That's right. Can you give us a sense for the financial investment that's typically required on your end to transfer members from non-risk to full risk arrangement? Yeah. There really isn't a financial investment in the sense that if that membership is already profitable, it's more of a conversation with the health plan, and just making a change to that, to that current contract. The investment comes in professionalizing that membership, working with the physicians, you know, overlaying our technology platform to their systems, you know, working on that, you know, enhancing the CareMax University to meet with these physicians, on a quarterly basis just to educate on value-based care, and then the provider relationship. So that's really what you're looking at there. Got it. Carlos, Sorry. It's Dr. de la Torre. If I can add, for well over a decade in risk management, it's not just Medicare. They do full risk across commercial, across Medicaid in very different parts of the country. It's a model that CareMax is not bringing in a group or a physician group that doesn't really have any experience in value-based. It's just been approached from the ACO, i.e., working providers engaging with each other rather than the front-facing part. Part of the education about understanding what is risk and how you manage is already there. They just have to take it to the next level, superimposing the CareMax structure and front-facing component. Got it. Last question from me. I'll just add on the last one with respect to the cash. I mean, part of the reason we did the BlackRock deal was to make sure that we had sufficient cash to execute on this strategy over the next several years and are quite comfortable in that position today. That's helpful. Previously, you laid out a target for 15-35 de novos over the next few years. You know, how does this deal change that de novo target? Does that, you know, should we see a greater mix of de novos partnering with. Yeah, I think those. Should we see an increased level? Yeah. Certainly this year we guided to those 15 de novos. Those will be completed this year. We reiterated guidance on that. As we think about the future, we're going to be giving new guidance once this transaction closes, we're really gonna consider, as I mentioned earlier on this call, making sure that every center, now that we have access to, you know, roughly half a million members on the Medicare Advantage between the fee-for-service, MSSP and Medicare Advantage risk, every single de novo that we haven't already signed the lease for is really gonna be contemplated alongside this Steward transaction so that when we're starting up a center, we're already starting with a base of members that have already began the professionalization and management into value-based care. When we give that guidance again, a lot of those numbers are going to be reflective of that. That's really, as I mentioned earlier, that is gonna accomplish really reducing that J-curve for us and making sure that we build density into these markets. To the extent that, you know, we can relate this strategy with Related, with Anthem and other payers, it'll be a complement to what we've acquired here. Got it. Thanks for all the color. Yep. Your next question comes from the line of Judd Arnold from Lake Cornelia. Your line is open. Hi, guys. Great deal. Just had a few questions. One, just starting off, could you guys, when you announced this Steward merger, this was gonna be a roll-up, then you pivoted to de novo, and now, you know, you mentioned on the call membership is the hardest thing. You know, I really like this deal. I get the background on, you know, north of 1 million patients, and you're gonna convert them. Can you sort of talk about, you know, going through that pivot? You really emphasized, you know, getting membership and whatnot and sort of change the nature of de novos. You know, when did the negotiations for this start, and when did sort of that pivot happen? Yeah. I think one of the things that really separates us, Judd, from a lot of other competitors is that we've been very successful at executing on the MSO strategy over the last 11 years, and we've also been very successful on the de novo strategy over the last 11 years. That allows us to really work within those two lines, as we think about the future. We made that pivot as you know, valuations were becoming increasingly more expensive on the acquisition side. The de novo side, you know, is far more accretive in the long run, but it also does create. We recognize that what it does do, if you're starting a de novo at zero, is it does create a significant amount of cash burn for a period of time. What we've solved for here is the ability to do both the MSO and then the de novo structure without having to have the cash burn or that time to maturity, because we've effectively solved for the membership component of this. With respect to the deal, you know, we've been having discussions in terms of how we would structure something like this for a significant amount of time. Then over the last, you know, three, four months, really just, you know, finalized the points and gotten this transaction going. It's something that we've wanted to do for a long time. We've often felt that, you know, whatever group was able to solve working with hospital systems that were at the cutting edge or at the leading edge of really making that transition to value-based care because they have been able to aggregate so much membership would really be kind of ahead of the game. It's something that I have actually been thinking about for several years now. When I was able to connect with Ralph and Steward, you know, this just made sense to me. Initially it was kind of having a dialogue for a period of time on how we would create the structure, what made the most attractive transaction that would stand alone to protect CareMax and being able to have the exclusivity that we have today. You know, after that it was, you know, negotiating the terms of the agreement. Really excited about this deal. We think that, you know, this positions us to be one of the largest value-based care delivery systems in the country. Carlos, if I can add in. Sorry, Dr. de la Torre. One component that I think Carlos has been alluding to, and CareMax is now free to evaluate it after the deal is announced, that Steward has encouraged CareMax to evaluate, is that there are multiple sites across the network that Steward has, where it has consolidated physicians on one campus or on one building, 20, 30 primary care or more already functioning out of one campus. Part of the quote-unquote new de novo is getting the physician engagement and simply taking over part of that campus. It obviously shortens the ramp up to virtually nothing, and the build is a lot easier. That is a de novo that is different than has been used in the past because you rarely get a shift of 30 providers, for example, on that already exist on one campus. That's something that Steward is encouraging CareMax now to evaluate and look at, and now they're free to explore it openly with the physicians, with our physicians on those campuses. That's super helpful. If I have a follow-up for you as well, Dr. de la Torre, which is, and I hope I pronounced your name right. Close enough. You know, obviously a huge deal for you. You're taking the vast majority of your economics and equity. Just the two questions I have are, one, why you chose not to do this transition in-house? Two, sort of what qualitatively or quantitatively, you know, you're gonna be the biggest shareholder of the company, you know, what was more attractive about CareMax than other options? Oh, thank you. As you can imagine, we spoke. When we decided to do this, we believed at Steward that we had achieved what an ACO could achieve, obviously with our performance. What we wanted to take it to the next step was to continue having the physicians working as collaboratively as they do, but add the entire front-facing patient interface and IT component. When we looked at that, we talked to multiple payers directly, and we talked to multiple companies like CareMax. We decided to first not just go it alone because of the time, right? It's just gonna take us longer to build out the IT, to get the team in, to ramp it up, and to get the experience in. You know, it takes years to get the experience that Carlos and Albert and the team have to work as well integrated as they do together. So that's one. Two is the CareMax platform. You know, we put people when we did diligence into basically everybody that's out there, looked at exactly what they do, how they do it, looked at their IT platforms, which, you know, in this world is a big driver, look at the way they engage physicians. We decided that CareMax was our best option to the point that cash was never a negotiation. We believe so strongly in them that all we ever asked for was really shares, because that is how strongly we believe in their ability to deliver and complement what we already have in place. Super helpful. Congrats on the transaction. Can't wait. There are no further questions at this time. Mr. Carlos de Solo, I turn the call back over to you for some final closing remarks. Yeah. I'd like to just thank everyone for joining our call today on such short notice to discuss this, you know, what we think is an incredible and exciting transaction, and really look forward to discussing this in more detail over the coming weeks. Thank you. This concludes today's conference call. Thank you for your participation. You may now disconnect.