Good day, and welcome to the CareMax, Inc. second quarter 2022 financial results conference call. Please note today's conference is being recorded. 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'd like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star followed by the number one again. Thank you. At this time, I would like to turn the conference over to Samantha Swerdlin, Vice President of Investor Relations. Thank you, and good morning, everyone. Welcome to CareMax's second quarter 2022 earnings call. I'm Samantha Swerdlin, Vice President of Investor Relations, and I'm joined this morning by Carlos de Solo, our Chief Executive Officer, and Kevin Wirges, our Chief Financial Officer. 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 filings with the SEC, including the section entitled Risk Factors. In today's remarks by management, we will be discussing non-GAAP financial metrics. A reconciliation of these non-GAAP financial metrics to the most comparable GAAP measures can be found in this morning's earnings press release. With that, I'd now like to turn the call over to Carlos. Thank you, Samantha. Good morning, everyone, and thank you for joining our call today. I'm proud to report that we delivered strong results, which built on our first quarter momentum and demonstrated our disciplined execution and the demand for our whole-person health model. We grew revenues by 87% versus the combined CareMax IMC business last year and ended with Medicare Advantage membership of 37,000, up 72% versus the prior year. Medical Expense Ratio came in at 73.6% and Adjusted EBITDA grew to $9.4 million, up from $0.5 million for the prior year second quarter. Medical Expense Ratio in our CareMax centers, excluding MSO members, was below 70%, giving us continued confidence in the performance of our care teams. As a result of our strong performance to date, we are raising our full year Medicare Advantage membership and revenue outlook, which Kevin will provide greater detail. Our business continues to outperform, especially on the operational side. All of our Florida de novos opened in the last 18 months are profitable as measured by Platform Contribution, and we are seeing high levels of patient engagement with 88% of our patients seen year to date. On the provider side, physician retention remains robust, and we are experiencing strong demand when recruiting new physicians despite a tight labor market. The interest we are seeing from physicians is due to our differentiated model and desirable care model, which allows professionals to make a holistic impact on patients' well-being. Earlier this year, we began opening centers outside of Florida, expanding our presence to Memphis and New York City. While still early, we are pleased with the demand thus far and look forward to ramping up membership in the coming months. We're also excited to announce that we recently established our first center in Houston, Texas, in close proximity to our Steward network. In addition, we opened two centers in South Florida and Brooklyn. Our center in Brooklyn is expected to be the first center opened as part of our strategic collaboration with Elevance Health, previously known as Anthem. We believe our expansion into these markets will serve as a building block to bring our transformative whole person health model to more communities throughout the U.S. To further accelerate our national expansion plans, we announced earlier this quarter that we signed a definitive agreement to acquire the Medicare value-based care business of Steward Health Care System. This transaction will create one of the largest independent senior-focused value-based care platforms in the U.S. Following the close of the transaction, CareMax will serve as the exclusive value-based management services organization across Steward's Medicare network, initially managing approximately 161,000 senior value-based care patients and 1,800 providers across its three membership programs, MSSP, Medicare Advantage, and ACO REACH. Steward's network also includes an additional 380,000 Medicare Advantage fee-for-service beneficiaries and approximately 480,000 traditional Medicare patients, which we will look to transition into value-based arrangements over time, consistent with our track record. Since we founded CareMax and established our whole person health model, we have taken an innovative approach to building our proprietary system, which blends targeted technology and comprehensive high touch care and drives our leading results. We are excited to build on our foundation of innovation and further accelerate our vision by bringing immediate national scale to our MSO platform, which we have successfully operated in Florida for over 10 years. Our national MSO expansion plans are designed to provide us economies of scale to allow our business to grow in a capital efficient manner. We believe this national scale will also allow us to leverage preferred networks of hospital systems and in turn, provide alignment in caring for our patients across the entire continuum of care. Further, we intend to strategically deploy de novos into markets with existing MSO membership density and where we already have strategic relationships in place, which we believe will reduce the initial cash burn we would otherwise have when entering new markets without having established patients. We believe our hybrid delivery model of a capital light MSO, combined with our high-performing centers, firmly establishes our foundation for industry leadership as we expand access to value-based care across the country. We continue to diligently work through the closing process and remain on track to complete the transaction by end of 2022. Last quarter, we also announced that we entered into a new $300 million credit agreement, which was used to repay our prior debt facility and will be used to fund the Steward transaction as well as future growth plans and working capital needs. The Steward transaction is expected to be immediately accretive to revenue and Adjusted EBITDA upon close, and we believe it will generate cash flow to support leverage and liquidity requirements under this new term loan. We believe that we are in a strong capital position today and have resources and flexibility to fund our future growth plans. Our core business continues to deliver strong results, and our pending acquisition of Steward value-based care will be a transformative milestone for us. We believe this transaction creates a pathway to completely integrate value-based care into the healthcare delivery system and unlock the value inherent in that model, all while efficiently managing at-risk patients. We continue to take significant steps to redefine healthcare and firmly establish our industry leadership. Before I hand the call over, I'd like to thank our dedicated team members. We always appreciate their hard work and commitment. Without our team, we wouldn't be able to deliver on our mission of providing innovative healthcare with heart to seniors across the country. With that, I will turn it over to Kevin to provide greater detail on our second quarter financials. Thanks, Carlos, and good morning. We're pleased to report a strong quarter, coming out ahead of our expectations on membership, revenue, and Adjusted EBITDA. As a reminder, you can find a reconciliation of our GAAP to non-GAAP metrics, like Adjusted EBITDA, in our press release and earnings presentation. I will start with an overview of our financial results and then provide an update on guidance. Total revenue for the second quarter was $172 million, a meaningful increase from $137 million in Q1. We saw healthy growth in membership across the Medicare and Medicaid lines of business, while commercial membership remained stable. Medicare members grew by 3,000 from Q1, representing growth at both our centers and affiliate providers. Adjusted EBITDA was $9.4 million for the quarter, a step up from $5.9 million in Q1. Consolidated Q2 medical expense ratio was 73.6%. However, if you exclude our growing MSO business, MERs in our centers was below 70%, a testament to our care team's ability to keep our patients healthy and safe. Of note, COVID-related admissions and expenses were negligible in the quarter, despite a raise in new variants. We are cautiously optimistic this risk will remain under control in the back half of the year. Given the strong growth we're seeing in our MSO, we may experience some near-term deviation from our target medical expense ratio of around 70%. However, if we can achieve MERs in our new MSO membership of roughly 85% consistent with our legacy MSO, we believe that that would represent an annualized medical margin opportunity of over $10 million before adding a single new member. I would also like to highlight recognition of some prior period revenue, mostly related to Q1 of 2022, that favorably impacted our Medicare risk revenue in the quarter. As we've discussed, a key part of our M&A strategy is re-contracting Medicare partial risk or non-risk contracts into full risk value-based agreements. When that occurs, we record the entire net premium, which in our markets is typically over $1,000 per patient per month as GAAP revenue rather than just the PCP capitation. We were able to work with several health plans to retrospectively convert about 3,000 members to full risk, resulting in a true up of prior period revenues and their corresponding external provider cost. While there's a material increase to our first half revenues, the impact on Adjusted EBITDA is more modest due to lower medical margins from new patients. As a reminder, we define medical margins as Medicare and Medicaid risk revenue less external provider cost. We believe this resulted in a 240 basis point increase in our reported medical expense ratio in Q2. External provider cost increased 30% to $120 million compared to Q1, driven by membership growth and expenses related to retroactive risk contracts. Cost of care increased 13% to $30 million compared to Q1 for a few reasons. First, as mentioned on our first quarter call, we rolled out the remainder of compensation adjustments to frontline associates in April. Second, we saw sequential growth in our pharmacy script volume, resulting in an increase in associated cost of goods. Third, Q2 reflects a full quarter of facility-related costs at the de novos opened in Tennessee and New York in Q1. As Carlos noted, we recently opened three more centers. First, a de novo in Miami-Dade, which will serve as our full-service hub center in the Homestead area. Second, another center in Brooklyn, New York, which is expected to be our first center opened under our strategic collaboration agreement with Elevance Health. Third, we have entered our fourth state, Texas, with a de novo in Houston, adjacent to Steward's provider network in the area. We expect the pace of our openings to pick up as we work towards our 15 de novo goal for 2022. Therefore, you can expect our cost of care to increase with our center footprint, but these costs will be added back as part of de novo losses when building down to Adjusted EBITDA. We expect to continue to grow sales and marketing and corporate and general administrative expenses to support our expansion, but at a rate slower than the revenue growth. Keep in mind that our non-GAAP CG&A expenses excludes acquisition-related costs, stock-based compensation, and pre-opening investments to stand up our platform in new markets. It does not back out public company expenses or recurring corporate overhead required to operate our business. De novo losses were $1 million, approximately flat versus Q1. Losses in Q2 were entirely attributable to centers in new markets, namely Tennessee and New York. The handful of de novos in our core Florida markets have reached profitability prior to the 18-month mark, after which we stopped adding back de novo losses. Cash as of June end was $68 million, reflecting proceeds from our term loan refinancing in May. Remember, in the first half of the year, we typically have a working capital use of cash due to differences in timing between revenue accruals and payments for the mid-year and final settlements. Those payments generally occur in the third quarter of the year. Now let me turn to 2022 guidance. We now expect year-end Medicare Advantage membership to be greater than 40,000, up from the range of 38,000-40,000 previously. We believe member growth in new markets should pick up as we expand our clinic footprint and contract with more health plans. In addition, as part of the integration of our acquisitions, we believe our rebranding efforts over the past several months will position us strongly for this coming annual enrollment period. Due to higher membership and the retro risk recognition I discussed earlier, we are increasing our full year revenue outlook from $540 million-$560 million to $580 million-$600 million. A few factors to consider when looking at the full year revenue. First, Medicare sequestration is a headwind to Medicare risk revenue, phased in at 1% in Q2 and 2% onward. Second, we typically see a mix-driven seasonal decline throughout the year in Medicare risk revenue PMPMs as more tenured patients churn and are replaced by newer, lower PMPM patients. While we do not guide specifically to medical expense ratio, the one-time nature of the retro risk impact suggests MER in the back half should be down from Q2, barring any new COVID wave. We tend to see favorable MER seasonality in the back half as Medicare patients hit stop-loss deductibles and prescription drug limits. We are reiterating Adjusted EBITDA in the $30 million-$40 million range. I do want to highlight a few factors that we are closely monitoring, which may impact our back half performance. First, member growth from MSO providers and de novo clinics is anticipated to initially earn lower medical margins. Second, we expect to continue to support our growth by investing in our center staff, facilities, shared services, and technology infrastructure. Further, as we prepare to close the Steward transaction, we anticipate incurring additional expenses related to pre-closing integration activities. De novo losses will likely come in below the $10 million estimate given previously, driven by cost discipline and back-half weighted timing of center openings. Before I conclude, I would like to echo Carlos's sentiment on the degree of transformation that has occurred in our company over just the past few months. Our new debt facility totaling $300 million gives us significant flexibility and capital to continue our de novo strategy. With the acquisition of Steward, we will become one of the largest value-based care organizations in the country and operate a truly complementary platform serving seniors across the risk spectrum. We expect Steward to be accretive to Adjusted EBITDA and cash flow and to improve our leverage profile. We look forward to bringing you more details by the time the deal closes towards year-end. Operator, we will now open it up for questions. At this time, I would like to remind everyone, in order to ask a question, please press star, then one on your telephone keypad. Again, that's star, then one to ask a question. Your first question comes from the line of Andy Mok with UBS. Hey, good morning. Wanted to follow up first on the out-of-period revenue. Can you give us that out-of-period premium number to help us understand the normalized pricing yield and your commentary around PMPM trends? That's excluding the out-of-period revenue, correct? The seasonality. Hey Andy, it's Kevin. Yeah, that's right. I think the best way to look at how the out-of-period was impacting is to really look at the first half in totality. Because of the fact that a lot of that out-of-period was related to really Q1, when you look at our total first half, we're right around $309 million of revenue. About $9 million of that is what I would consider non-recurring out of 2022 type revenue. That's, you know, again, not included in our normalized PMPM. Got it. Okay. I think that still suggests that year-over-year PMPMs throughout the year will be up, versus last year. Is that correct? Yes, that's correct. Got it. That's helpful. In your prepared remarks, you mentioned that the new Brooklyn center is the first in partnership with Elevance. I'm just curious, what's been your experience there so far? Can you give us an idea of membership that Elevance is able to deliver in the first year of the clinic? Yeah. Andy, this is Carlos. Yeah, we just opened that center up, and we are finalizing the collaboration agreement for that specific center. We expect that collaboration to start shortly, and we'll be prepared to give you numbers probably toward the end of this year. Okay, great. Last question. Prior to the Steward deal, you had planned to end this year with 60 centers this year and open another 60 or so through the end of 2024 in partnership with Anthem and Related. It sounds like you're still doing the 15 this year to get you to 60. Over the next two years, once this, you know, deal closes, Steward deal closes, how many of the 60 new centers contemplated would remain intact, and how many would be redirected toward the Steward footprint? Yeah. I think what we're going to do is once we close the Steward transaction, which is expected to close in Q3 or Q4 of this year, we will be giving new guidance in terms of numbers and in terms of de novo openings. One of the things I can tell you is we are gonna focus the majority of our de novo centers in all of the areas that have high density around the Steward network so that we can use that to create our seeded de novos. Makes a lot more sense for us to start medical centers when we have a physician and a base of patients similar to what we're doing in the Houston de novo that we just opened. We're gonna take full advantage of that, and we will be giving new guidance on the center openings. We're definitely gonna be opportunistic on taking advantage of that density and those and the geographic reach of what we acquire within the Steward network. Got it. There will be a significant change in just the nature and expansion of the clinic versus the prior plan. Yes, definitely. Okay, perfect. I'll hop back in the queue. Thank you. Your next question comes from the line of Joshua Raskin with Nephron Research. Hi. Thanks. Good morning. Question on Steward as well. I was looking at that proxy you filed last night and appreciate you guys putting in the pro formas and then, you know, the Steward projections as well. I just wanna better understand the big ramp, you know, as you kinda get to 2025. You know, really a significant ramp in 2025 and 2026 on revenues and then, you know, EBITDA going, you know, $100 million -$200 million or so. Could you speak to the plan. I assume that's all from converting lives to risk. You know, why does that start in 2025? What are the milestones we should be looking for? Is there an opportunity for that to start, you know, sooner if the deal closes this year? Just any color there would be great. Yeah, that's all predicated on shifting the contracts from non-risk to risk or from partial risk to risk, right? In the, you know, initial years, we're going to be focused on professionalizing that book of business, educating the physicians, opening up de novos in and around those areas that have, you know, the density in the network that we discussed. Once we've begun that process, you see that ramp in both revenue and EBITDA based on that book of business that's operating at a favorable MLR being shifted from non-risk to risk-based financials. There's definitely some conservatism in the numbers, and there's always an opportunity to accelerate that trend, you know, depending on, you know, how quickly we're able to ramp the network, educate those physicians, deploy the infrastructure, the coding team, all of which we've already began the hiring process and gotten ready to build out the team to execute on that strategy. Gotcha. That's helpful. When you talk about sort of, you know, once that begins the revenues, is it correct to assume that if you've got these physicians and these members in other types of arrangements, right, whether they're seeing them just on a fee-for-service basis or even on a partial risk, is it fair to assume that the EBITDA ramp on those patients is faster, meaning that, you know, you already know the patients, you've got the care protocols, you have the doctor in place? Is that, you know, sort of thinking about that versus startup de novo losses in a center, should we think about the EBITDA coming through a lot faster when you're converting those contracts? Yeah, absolutely. I think this completely changes the outlook for CareMax and our ability to generate, you know, free cash flow and positive EBITDA much quicker because one, we're managing the MSO business, which as you mentioned, those physicians are there. It's a matter of staffing and educating for that network. As we start thinking about de novos, they're no longer de novos that are gonna take a seven-year ramp. They're going to be what we call either acqui-hires or seeded de novos, where we would expect to start with a physician that's already been working with us, that has a base of patients, making it a lot easier and shorten that duration of the J-curve to profitability. Yeah, that makes sense. Just last one for me on Elevance walking away from the New York City contract. I'm just curious how that changes the trajectory of growth in New York. Or is all of this moot because, you know, the aforementioned question where you answered, "Well, we're shifting strategy to focus on centers around Steward." Is it sort of solved itself? I think definitely you know the Steward has solved you know the one of the hardest parts of this business, which is growth and membership, right? I think that has given us that. With respect to the retirement business, it wasn't something we had ever contemplated in the numbers in our projections. We had looked at it as you know if it's something that happened that could you know help our business you know great, but it wasn't something that we were counting on in our strategy in New York with Elevance, really wasn't predicated upon them getting that book of business. We really looked at it as gravy. Okay. Perfect. Your next question comes from the line of Brian Tanquilut with Jefferies. Good morning. You've got Taji Phillips on for Brian. Thanks for taking my question, and great job on the quarter. My first question is around external provider costs. That line came in higher than our expectations, and I do recall some acknowledgment of that in prepared remarks. I guess my question is, how should we be thinking about that and the progression of that in the final two quarters of the year? If you can provide any color on that for modeling purposes. Sure. Absolutely. Yeah, so, you know, for this quarter, I think it's a little difficult to isolate the quarter because of the prior period revenue and associated provider costs that are coming through. I think if you look at the combined first half, we're somewhere in that 73% range. We would anticipate that Medical Expense Ratio improving in the latter two quarters. The second half of the year tends to be more favorable for us on a Medical Expense Ratio, primarily due to a couple of reasons. You know, one, patients kinda hitting limitations either from additional services or prescription drugs. And then additionally, there's stop-loss credits that will come through. Those are typically back half weighted as patients begin to hit those deductibles. MERs tend to improve over the course of the year. Great. Thanks for that. My second question is around guidance. You raised your total revenue midpoint by $40 million, and then still decided to maintain EBITDA guidance. Can you just provide some color on, I guess, the factors driving that decision and anything else we should be thinking about, in relation to, you know, revenue flowing into, like, profitability line? Yeah. I think a big part of that is we are also expecting, you know, additional growth. We raised our guidance on growth. A lot of that growth is also expected to come in from new markets outside of the South Florida markets that are less mature. You know, when those new members, you know, hit our book of business, the MLR initially in those early stages is less favorable. That could potentially impact that short-term EBITDA. We wanna make sure that, you know, we are mindful of that and conservative around that additional growth that we've experienced and currently and that we still expect to experience in the near future. Great. Thank you. That's all for me. Your next question comes from the line of Jessica Tassan with Piper Sandler. Hi. Thanks so much for taking the question. I was just thinking a little about Steward, for the out years. Curious if you can help us understand kind of the composition of those patients and how you're planning to shift those 387,000-ish MA fee for service lives into either full or partial risk, and kind of over what timeframe. Yeah. I mean, we're going to be focusing on most of that membership initially, right? It's the MSSP membership, the MA membership, which is roughly 50,000, and then that Medicare Advantage fee for service. A big part of that is the conversations that we're already having with the health plans. Most of that membership is concentrated on seven national health plans, and we've already begun all those conversations to begin shifting those patients from fee for service to partial risk contracts and then subsequently to full risk agreements. That's gonna be happening initially, and what you'll see is that process happening over a period of time. We're gonna focus on those markets in areas that have the highest density in Texas, in Florida, in Massachusetts, you know, in Ohio and several other markets, and then continue to do that conversion as we, as I mentioned earlier, professionalize that book of business, educate those physicians, and then shift over from partial risk or no risk contracts into those, full risk arrangements. That'll happen over the course of the next, you know, four years. Got it. That's helpful. Just maybe of those kind of 1,800 or 2,000 providers that you'll either employ or be affiliated with, have you started to have conversations to just talk to them about the potential to bear risk, and kind of what has the feedback been so far? If you could just give us a little bit of detail on what professionalizing those PCPs will entail. Yeah. We have already begun that process and have already talked to many of those providers. You know, they are really all welcoming, you know, working with an organization like CareMax. Steward had done a really good job at focusing on value-based care through their MSSP product and working with those physicians. They had already began that process, and many of them, you know, really were excited to take value-based care to the next level. All of that initial feedback has been really positive. In terms of professionalizing that, it's similar to how we ran our MSO. It's deploying our tech-enabled services, you know, using our CareMax University to educate those providers on a continuous basis on how to manage or on how to provide care under a value-based care arrangements, and then providing them with the resources to execute on that strategy, and then deploying the team on the ground to assist Steward and that network to achieve those results, and then create a compensation structure that enables them to execute on that strategy. That's really helpful. My last one is just, I imagine professionalizing also entails deploying CareOptimize. I'm curious to know just if those providers are on a different practice management solution that CareOptimize is displacing, and if so, what that is, and what the potential yield of the CareOptimize deployment might be. Thanks. Yeah. We're still in the process of evaluating how we're going to deploy the technology solution into the Steward network. They're currently using the majority of those providers are using athenahealth, which is a positive because all of the SMG, which are the owned assets, are under the same unified platform and then a substantial portion of the affiliates as well. Whatever we do decide to do is going to be made easier by the fact that they are the majority on a single unified platform. Got it. Thanks so much. Thank you, Jessica. Again, if you would like to ask a question, please press star, then the number one on your telephone keypad. Again, that's star, then the number one to ask a question. There are no further questions at this time. I'll now turn the call over to Carlos de Solo for any closing remarks. Yeah. Thanks to everyone for joining our call today and for continuing to support the company. We're very pleased with the strength of our business and the ongoing execution of our strategy, and we look forward to updating you on our progress. Thanks, everybody, and have a good day. Thank you for participating. You may disconnect at this time.