8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 9, 2021

CANO HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39289	98-154224
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9725 NW 117th Avenue, Suite 200

Miami, FL 33178

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (855) 226-6633)

Jaws Acquisition Corp.

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	CANO	The New York Stock Exchange
Warrants to purchase one share of Class A Common Stock at an exercise price of $11.50	CANO WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition.

On June 9, 2021, Cano Health, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2021 and certain other financial information. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Title
99.1	Press Release of Cano Health, Inc. dated June 9, 2021.
99.2	Supplemental Presentation dated June 9, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CANO HEALTH, INC.
By:	/s/ Marlow Hernandez
Name:	Dr. Marlow Hernandez
Title:	Chief Executive Officer and President

Date: June 9, 2021

EX-99.1

Exhibit 99.1

Cano Health Provides First Quarter 2021 Business Update

MIAMI – June 9, 2021 – Cano Health, Inc. (NYSE: CANO), a leading value-based primary care provider for seniors and underserved communities, today announced business and financial results for the first quarter ended March 31, 2021, prior to the closing on June 3, 2021 of the recent business combination between Cano Health and Jaws Acquisition Corp.

First Quarter 2021 Financial Results

• $280.1 million total revenue, up 107% from the prior-year period

• 116,895 members, a 91% increase from the prior-year period. Organic membership increased 43% from the prior-year period

• Net loss of $10.5 million

• $22.8 million Adjusted EBITDA, up 77% from the prior-year period. Adjusted EBITDA margin of 8.1% compared to 9.5% in the prior-year period

• 72 medical centers operated by the Company as of March 31, 2021, compared to 45 centers as of March 31, 2020

First Quarter 2021 Business Highlights

• Solid revenue and membership growth:

• Revenue growth driven by strong capitated revenue

• Robust organic membership growth

• Strong execution:

• Built strong acquisition pipeline

• Completed two tuck-in transactions

• On track to execute acquisition strategy and achieve full-year 2021 guidance

• Published COVID-19 outcomes in The American Journal of Managed Care:

• COVID-19 specific mortality for Cano members 60% lower compared to an age- and gender-matched mirror group between Cano Health members and Florida residents

Recent Business Developments

• Cano shares began trading on the NYSE on June 4, 2021. As of June 9, 2021 there are approximately 473 million shares outstanding.

• Continued to build senior management team with the additions of Brian Koppy as Chief Financial Officer effective April 5, 2021 and Mark Novell as Chief Accounting Officer effective May 12, 2021

• Received assignment of approximately 8,100 Medicare beneficiaries under the Centers for Medicare and Medicaid Services’ new Direct Contracting Entity (DCE) program

Financial Outlook

Cano Health is reiterating its full year 2021 financial outlook previously disclosed at its Analyst and Investor Day on March 4, 2021. This outlook includes the impact of potential acquisitions.

• Total Revenue is expected to be between $1,400 million and $1,500 million

• Total Adjusted EBITDA is expected to be between $90 million and $100 million

• Total Members as of December 31, 2021 is expected to be between 154,000 and 162,000

• Total Owned Medical Centers as of December 31, 2021 is expected to be between 95 and 105 centers

Non-GAAP Financial Measures

Financial measures that are not measures under generally accepted accounting principles in the United States (“GAAP”) do not replace the most directly comparable GAAP measures and we have included detailed reconciliations thereof in the “Quarterly Results of Operations and Selected Financial Highlights” below.

We exclude the effects of the following items from GAAP Net income (loss) to arrive at Adjusted EBITDA:

• stock-based compensation expense,

• de novo losses (consisting of losses incurred in the twelve months after the opening of a new facility),

• acquisition transaction costs (consisting of transaction costs, fair value adjustments to contingent consideration, management fees, and corporate development payroll costs),

• restructuring and other charges,

• fair value adjustments to an embedded derivative, and

• loss on extinguishment of debt.

Adjusted EBITDA is a key measure used by our management team to assess the operating and financial performance of our business in order to make decisions on allocation of resources.

Supplemental Presentation

In addition to Cano Health’s 8-K filing for the completion of its business combination with Jaws Acquisition Corp., the Company filed a separate 8-K containing supplemental materials for the first quarter and a summary of historical quarterly financial results. The information can be found at sec.gov or on the Company’s website at investors.canohealth.com.

Conference Calls

Beginning with the announcement of the Company’s second quarter 2021 financial results, the Company intends to host a quarterly conference call with members of the management team to discuss the results for the prior quarter. The quarterly conference calls and supplementary materials will be accessible on the Company’s website.

About Cano Health

Cano Health operates value-based primary care centers and supports affiliated medical practices that specialize in primary care for seniors in Florida, Texas, Nevada, and Puerto Rico, with additional markets in development. As part of its care coordination strategy, Cano Health provides sophisticated, high-touch population health management programs including telehealth, prescription home delivery, wellness programs, transition of care, and high-risk and complex care management.

The Company’s personalized patient care and proactive approach to wellness and preventive care sets it apart from competitors. Cano Health has consistently improved clinical outcomes while reducing costs, affording patients the opportunity to lead longer and healthier lives. Cano serves a predominantly minority population (80% of its patients are Latino or African American) and low-income population (50% of its patients are dual eligible for Medicare and Medicaid). For more information visit www.canohealth.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 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 our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to our services; our ability to continue our growth; changes in laws and regulations applicable to our business; our ability to maintain our relationships with health plans and other key payers; the impact of COVID-19 or another pandemic, epidemic or outbreak of infectious disease on our business and results of operation; and our ability to recruit and retain qualified team members and independent physicians. For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in the definitive Proxy Statement/Prospectus filed with the SEC on May 7, 2021 and in our subsequent reports filed with the SEC. All information provided in this press release is as of the date hereof, and we undertake no duty to update or revise this information unless required by law.

Cano Health

Investor Relations

Bob East

Westwicke ICR

CanoHealthIR@westwicke.com

Media Relations

Patricia Graue

Brunswick Group

(212) 333-3810

canohealth@brunswickgroup.com

CANO HEALTH, INC. AND SUBSIDIARIES

Quarterly Results of Operations and Selected Financial Highlights

(Dollars in millions)

(Unaudited)

The following table sets forth our unaudited condensed consolidated statement of operations data for each of the quarters in the periods ended March 31, 2021, December 31, 2020 and December 31, 2019. The unaudited quarterly statements of operations data set forth below have been prepared on a basis consistent with our audited annual consolidated financial statements included in our Form 8-K filed with the SEC on June 9, 2021 (the “June 9, 2021 8-K”) and include, in our opinion, all normal recurring adjustments necessary for the fair statement of the results of operations for the periods presented. Our historical quarterly results are not necessarily indicative of the results that may be expected in the future. The following quarterly financial data should be read in conjunction with our consolidated financial statements and related notes included in the June 9, 2021 8-K.

For purposes of this presentation, “NCI” refers to Non-Controlling Interests and “PCIH” refers to Primary Care (ITC) Intermediate Holdings, LLC.

Fiscal Year End: December		Quarter Ended
Income Statement ($ in millions)	1Q19			2Q19			3Q19			4Q19			1Q20			2Q20			3Q20			4Q20			1Q21
Capitated revenue:
Medicare	$	57.4		$	61.6		$	77.4		$	86.4		$	106.0		$	129.4		$	220.6		$	214.4		$	225.9
Other capitated revenue		12.4			15.9			18.5			14.3			21.7			34.5			32.4			35.2			41.1
Total capitated revenue		69.8			77.5			95.9			100.7			127.7			163.9			253.0			249.6			267.0
Total fee-for-service and other revenue		4.4			4.1			5.4			6.6			7.6			7.3			10.2			10.1			13.1
Total revenue		74.2			81.6			101.3			107.3			135.3			171.2			263.2			259.7			280.1
Operating expenses:
Third - party medical costs		51.1			55.7			69.7			64.6			85.3			112.0			184.9			182.7			195.0
Direct patient expense		6.9			9.2			11.3			15.6			17.8			22.6			31.1			30.8			34.3
Selling, general and administrative		12.7			12.2			14.6			19.6			21.0			21.9			27.4			33.7			34.9
Depreciation and amortization		1.2			1.4			1.8			2.5			3.4			4.0			5.4			5.7			5.8
Transaction costs and other		1.3			3.3			15.6			0.2			6.5			15.7			7.7			13.7			9.3
Total operating expenses		73.2			81.8			113.0			102.5			134.0			176.2			256.5			266.6			279.3
(Loss) income from operations		1.0			(0.2	)		(11.7	)		4.8			1.3			(5.0	)		6.7			(6.9	)		0.8
Interest Expense, net		(1.7	)		(1.8	)		(2.5	)		(3.8	)		(3.6	)		(5.6	)		(12.3	)		(12.2	)		(10.6	)
Loss on extinguishment of debt		—			—			—			—			—			—			—			(23.3	)		—
FV adjustment, other expenses		—			—			—			(0.3	)		—			(0.5	)		(5.1	)		(7.6	)		—
Total other expense		(1.7	)		(1.8	)		(2.5	)		(4.1	)		(3.6	)		(6.1	)		(17.4	)		(43.1	)		(10.6	)
Income tax expense / (benefit)		—			—			—			—			—			—			(0.3	)		(0.4	)		(0.7	)
Net income / (loss)		(0.7	)		(2.0	)		(14.2	)		0.7			(2.3	)		(11.1	)		(11.0	)		(50.4	)		(10.5	)
Net income / (loss) attributable to NCI		—			—			(0.1	)		—			—			—			—			—			—
Net income / (loss) attributable to PCIH	$	(0.7	)	$	(2.0	)	$	(14.1	)	$	0.7		$	(2.3	)	$	(11.1	)	$	(11.0	)	$	(50.4	)	$	(10.5	)
Adjusted EBITDA
Net income / (loss)	$	(0.7	)	$	(2.0	)	$	(14.2	)	$	0.7		$	(2.3	)	$	(11.1	)	$	(11.0	)	$	(50.4	)	$	(10.5	)
Interest expense, net		1.7			1.8			2.5			3.8			3.6			5.6			12.3			12.2			10.6
Income tax expense / (benefit)		—			—			—			—			—			—			0.3			0.4			0.7
Depreciation and amortization		1.2			1.4			1.8			2.5			3.4			4.0			5.4			5.7			5.8
Reported EBITDA (1)		2.2			1.2			(9.9	)		7.0			4.7			(1.5	)		7.0			(32.1	)		6.6
Stock-based compensation		—			—			—			0.1			0.1			0.1			0.1			0.2			0.1
De novo losses		1.0			1.3			1.5			1.7			1.4			1.0			2.0			4.3			5.5
Acquisition transaction costs		1.4			3.4			15.7			0.3			6.5			15.8			7.8			13.9			10.1
Restructuring and other		—			—			—			0.3			0.2			0.5			1.1			0.6			0.5
Change FV of embedded derivative		—			—			—			—			—			0.3			5.1			7.3			—
Loss on extinguishment of debt		—			—			—			—			—			—			—			23.3			—
Adjusted EBITDA (2)	$	4.6		$	5.9		$	7.3		$	9.4		$	12.9		$	16.2		$	23.1		$	17.5		$	22.8
Adjusted EBITDA Margin		6.2	%		7.2	%		7.2	%		8.8	%		9.5	%		9.5	%		8.8	%		6.7	%		8.1	%

(1) EBITDA and Adjusted EBITDA are non-GAAP financial measures. A non-GAAP financial measure is a performance metric that departs from GAAP because it excludes earnings components that are required under GAAP. Other companies may define non-GAAP financial measures differently and, as a result, our non-GAAP financial measures may not be directly comparable to those of other companies.

(2) Adjusted EBITDA is EBITDA adjusted to add back the effect of certain expenses, such as stock-based compensation expense, de novo losses (consisting of losses incurred in the twelve months after the opening of a new facility), acquisition transaction costs (consisting of transaction costs, fair value adjustments to contingent consideration, management fees and corporate development payroll costs), restructuring and other charges, fair value adjustments to an embedded derivative, and loss on extinguishment of debt. Adjusted EBITDA is a key measure used by our management to assess the operating and financial performance of our health centers in order to make decisions on allocation of resources.

The following table sets forth the Company’s member and member month figures as of and for the three months ended for each of the quarters in the periods ended March 31, 2021, December 31, 2020 and December 31, 2019:

Operating Metrics	As of
Members:	1Q19		2Q19		3Q19		4Q19		1Q20		2Q20		3Q20		4Q20		1Q21
Medicare		17,526		18,252		23,833		31,302		38,674		72,576		72,806		74,644		75,488
Other		10,091		9,852		10,332		10,215		22,674		26,700		29,961		31,063		41,407
Total		27,617		28,104		34,165		41,517		61,348		99,276		102,767		105,707		116,895
Owned medical centers:		26		33		35		35		45		61		71		71		72
	Quarter Ended
Member months:	1Q19		2Q19		3Q19		4Q19		1Q20		2Q20		3Q20		4Q20		1Q21
Medicare		51,893		54,416		62,374		86,907		114,761		152,764		216,353		224,627		224,830
Other		30,590		30,535		29,965		31,134		67,450		75,989		85,796		89,933		118,945
Total		82,483		84,951		92,339		118,041		182,211		228,753		302,149		314,560		343,775
Revenue Per Member per Month:	1Q19		2Q19		3Q19		4Q19		1Q20		2Q20		3Q20		4Q20		1Q21
Medicare	$	1,107	$	1,132	$	1,241	$	994	$	924	$	847	$	1,020	$	954	$	1,005
Other	$	405	$	522	$	616	$	461	$	322	$	455	$	377	$	391	$	346
Total	$	847	$	912	$	1,038	$	853	$	701	$	717	$	837	$	793	$	777

EX-99.2

Q1 2021 Supplemental Materials June 9, 2021 Exhibit 99.2

Delivering High-Quality Healthcare to Underserved Seniors Large and Growing Market: $800 billion Medicare market growing 8% annually Shift to capitated Medicare creates potential annual growth >30% in segment Experienced Management: Proven executive team led by Dr. Marlow Hernandez Proprietary Population Health Management Platform combines… Clinical Excellence: Lower mortality, fewer hospital stays and ER visits Operational Excellence: Record of successful organic and de novo growth along with seamless acquisition integration Superior High Growth and Scalable Business Model First-mover Advantage for Capitated Care in New Geographies

Q1 2021 Business and Financial Highlights Solid membership and revenue growth Robust organic membership growth Revenue growth driven by strong capitated revenue growth Strong execution Built strong acquisition pipeline Completed two tuck in transactions On-track to execute acquisition strategy and achieve full year 2021 guidance Published COVID-19 outcomes in The American Journal of Managed Care COVID-19 specific mortality for Cano members 60% lower vs. matched Florida residents $280mm, up 107% YoY 73%, up 624 bp YoY, down 16 bp QoQ $22.8mm, up 77% YoY 8.1%, down 139 bp YoY Revenue: 116,895, up 91% YoY Organic Membership up 43% YoY Membership: Medical Claims Expense Ratio: Adjusted EBITDA(1): Adjusted EBITDA Margin(1): (1)Please see slide 13 for a reconciliation of Adjusted EBITDA to GAAP Net income (loss)

Solid Performance on Business Fundamentals Total Membership Organic Growth YoY Total Growth YoY Organic members Inorganic members

Solid Performance on Business Fundamentals Total Revenue ($ millions) Growth YoY 82% 110% 160% 142% 107%

Solid Performance on Business Fundamentals Adjusted EBITDA(1) ($ millions) Adjusted EBITDA Margin(1) 9.5% 9.5% 8.8% 6.7% 8.1% (1)Please see slide 13 for a reconciliation of Adjusted EBITDA to GAAP Net income (loss)

Recent Developments Cano shares began trading on the NYSE as CANO on June 4, 2021 Continued to build senior management team Hired Brian Koppy, Chief Financial Officer (Effective April 5, 2021) Hired Mark Novell, Chief Accounting Officer (Effective May 12, 2021) Received assignment of approximately 8,100 Medicare beneficiaries under CMS’s new Direct Contracting Entity (DCE) program

2021E Guidance Includes Potential Acquisitions ($ in millions) 2021E Guidance Midpoint YoY Change Total Members(1) 154,000-162,000 50% Total Revenue $1,400mm -$1,500mm 75% Total Adjusted EBITDA(2) $90mm - $100mm 36% Total Owned Medical Centers 95-105 (2)Please see slide 13 for a reconciliation of Adjusted EBITDA to Net income (loss) (1)Membership as of period end

Appendix

Membership Trends: Q1 2019 - Q1 2021 Members Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Organic Members 27,617 28,104 28,465 35,817 37,580 44,936 54,127 57,067 87,447 Inorganic Members  N/A N/A 5,700 5,700 23,768 54,340 48,640 48,640 29,448 Total Members  27,617 28,104 34,165 41,517 61,348 99,276 102,767 105,707 116,895 Organic Growth N/A N/A N/A N/A 36% 60% 58% 37% 43% Members: Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Medicare 17,526 18,252 23,833 31,302 38,674 72,576 72,806 74,644 75,488 Other 10,091 9,852 10,332 10,215 22,674 26,700 29,961 31,063 41,407 Total Members 27,617 28,104 34,165 41,517 61,348 99,276 102,767 105,707 116,895 % Total Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Medicare 63% 65% 70% 75% 63% 73% 71% 71% 65% Other 37% 35% 30% 25% 37% 27% 29% 29% 35% Total Members 100% 100% 100% 100% 100% 100% 100% 100% 100% Revenue PMPM Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Medicare $1,107  $1,132  $1,241  $994  $924  $847  $1,020  $954  $1,005 Other $405  $522  $616  $461  $322  $455  $377  $391  $346 Total $847  $912  $1,038  $853  $701  $717  $837  $793 $777

Financial Summary: Q1 2019 - Q1 2021 YoY Change Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Capitated Revenue 83% 111% 164% 148% 109% Other Revenue 73% 78% 89% 53% 72% Total Revenue 82% 110% 160% 142% 107% Direct Patient Expense 158% 146% 175% 97% 93% SG&A 65% 80% 88% 72% 66% Adjusted EBITDA(1) 180% 175% 216% 86% 77% $ millions Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Capitated Revenue 69.8 77.5 95.9 100.7 127.7 163.9 253.0 249.6 267.0 Other Revenue 4.4 4.1 5.4 6.6 7.6 7.3 10.2 10.1 13.1 Total Revenue 74.2 81.6 101.3 107.3 135.3 171.2 263.2 259.7 280.1 Third Party Medical Costs 51.1 55.7 69.7 64.6 85.3 112.0 184.9 182.7 195.0 Direct Patient Expense 6.9 9.2 11.3 15.6 17.8 22.6 31.1 30.8 34.3 SG&A 12.7 12.2 14.6 19.6 21.0 21.9 27.4 33.7 34.9 Adjusted EBITDA(1) 4.6 5.9 7.3 9.4 12.9 16.2 23.1 17.5 22.8 (1)Please see slide 13 for a reconciliation of Adjusted EBITDA to Net income (loss)

Margin Analysis: Q1 2019 - Q1 2021 % Total Revenue (except as noted) Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Medical Claims Expense Ratio(1) 73.2% 71.9% 72.7% 64.2% 66.8% 68.3% 73.1% 73.2% 73.0% Direct Patient Expense % Total Rev 9.3% 11.3% 11.2% 14.6% 13.2% 13.2% 11.8% 11.9% 12.2% SG&A % Revenue 17.1% 15.0% 14.4% 18.3% 15.5% 12.8% 10.4% 13.0% 12.5% Adj EBITDA % Revenue(2) 6.2% 7.2% 7.2% 8.8% 9.5% 9.5% 8.8% 6.7% 8.1% YoY bp change Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Medical Claims Expense Ratio(1) N/A N/A N/A N/A (641) (354) 40 905 624 Direct Patient Expense % Total Rev N/A N/A N/A N/A 386 193 66 (268) (91) SG&A % Revenue N/A N/A N/A N/A (159) (216) (400) (529) (306) Adj EBITDA % Revenue(2) N/A N/A N/A N/A 333 223 157 (202) (139) (1)Medical Claims Expense Ratio = Third Party Medical Costs / Capitated Revenue (2)Please see slide 13 for a reconciliation of Adjusted EBITDA to Net income (loss)

Non-GAAP Financial Measures Reconciliation ($ in millions) Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Net income (loss) (2.3) (11.1) (11.0) (50.4) (10.5) Interest income (0.1) (0.1) (0.0) (0.1) (0.0) Interest expense 3.7 5.7 12.3 12.3 10.6 Income tax expense (benefit) (0.0) (0.0) 0.3 0.4 0.7 Depreciation and amortization expense 3.4 4.0 5.4 5.7 5.8 Reported EBITDA(1) 4.7 (1.5) 7.0 (32.1) 6.6 Stock-based compensation 0.1 0.1 0.1 0.2 0.1 De novo losses 1.4 1.0 2.0 4.3 5.5 Acquisition transaction costs 6.5 15.8 7.8 13.9 10.1 Restructuring and other 0.2 0.5 1.1 0.6 0.5 Change in fair value of embedded derivative - 0.3 5.1 7.3 - Loss on extinguishment of debt - - - 23.3 - Adjusted EBITDA(1) (2) 12.9 16.2 23.1 17.5 22.8 A B C D E F Represents non-cash compensation charges Represents de novo losses incurred up to 12 months post-opening Represents legal and professional fees related to historical acquisitions and debt financings Includes one-time legal, IT, severance and various other non-recurring items Consists primarily of changes to an embedded derivative identified in our debt agreement Represents one-time costs related to debt financing A B C D E F (1)EBITDA and Adjusted EBITDA are non-GAAP financial measures. A non-GAAP financial measure is a performance metric that departs from GAAP because it excludes earnings components that are required under GAAP. Other companies may define non-GAAP financial measures differently and, as a result, our non-GAAP financial measures may not be directly comparable to those of other companies. (2)Adjusted EBITDA is EBITDA adjusted to add back the effect of certain expenses, such as stock-based compensation expense, de novo losses (consisting of losses incurred in the twelve months after the opening of a new facility), acquisition transaction costs (consisting of transaction costs, fair value adjustments to contingent consideration, management fees and corporate development payroll costs), restructuring and other charges, fair value adjustments to an embedded derivative, and loss on extinguishment of debt. Adjusted EBITDA is a key measure used by our management to assess the operating and financial performance of our health centers in order to make decisions on allocation of resources.