EX-99.2 5 cmax-ex99_2.htm EX-99.2

Slide 1

Steward Value-Based Care Acquisition Investor Presentation June 1, 2022 EX-99.2


Slide 2

Disclaimer Presentation This presentation (“Presentation”) is for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential acquisition of the value-based care business of Steward Health Care System by CareMax, Inc. (“CareMax” or the “Company”) and related transactions (the “Proposed Transaction”), and for no other purpose. This Presentation and any oral statements made in connection with this Presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments, of CareMax or any of its affiliates, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Proposed Transaction. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. No representations or warranties, express or implied, are given in, or in respect of, this Presentation, including with respect to the reasonableness of the assumptions made or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. CareMax assumes no obligation to update any information in this Presentation, except as required by law. Except as otherwise stated herein, references to "CareMax" for periods prior to June 8, 2021 refer to CareMax Medical Group, LLC prior to the business combination with Deerfield Healthcare Technology Acquisitions Corp. and IMC Medical Group Holdings, LLC. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but CareMax will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Projections This Presentation contains projected financial information representing certain estimates of the combined businesses of CareMax and the value-based care business of Steward Health Care System LLC (“Steward Value-Based Care” or “Steward”) as of the date of this Presentation. Such projected financial information constitutes forward-looking information, is for illustrative purposes only and should not be relied upon as indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the projected financial information. See “Forward Looking Statements” below. Actual results may differ materially from the results contemplated by the projected financial information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. The independent registered public accounting firm of CareMax has not audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and, accordingly, has not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. A reconciliation of projected EBITDA, Adjusted EBITDA and CAGR thereof and Medical Margins to the most directly comparable GAAP financial measures is not included in this press release because, without unreasonable efforts, CareMax is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these non-GAAP financial measures. In addition, the Company believes such a reconciliation would imply a degree of precision and certainty that could be confusing to investors. The variability of the specified items may have a significant and unpredictable impact on CareMax’s future GAAP results. Forward-Looking Statements This presentation 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 the Company’s future growth and strategy, the anticipated benefits of the Proposed Transaction, the anticipated timing of the Proposed Transaction, the ownership percentages of the Company’s common stock by the owners of Steward Value-Based Care following the closing of the Proposed Transaction, the Company’s future results, financial condition and performance and expected financial impacts and synergies of the Proposed Transaction. Words such as "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro-forma," "project," "seek," "should," "target," or "will," or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this presentation. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important risks and uncertainties that could cause the Company's actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others: (i) the timing to consummate the Proposed Transaction; (ii) the risk that a condition to closing of the Proposed Transaction may not be satisfied and the proposed transaction may not close; (iii) the risk that a regulatory approval that may be required for the Proposed Transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; (iv) the risk that a sufficient number of shares of CareMax’s common stock are not voted in favor of the Proposed Transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (vi) the effect of the announcement or pendency of the Proposed Transaction on CareMax’s business relationships, operating results, and business generally; (vii) risks that the Proposed Transaction disrupts current operations of CareMax and potential difficulties in CareMax's employee retention as a result of the Proposed Transaction; (viii) risks related to diverting management’s attention from CareMax’s ongoing business operations; (ix) the outcome of any legal proceedings that may be instituted against CareMax related to the merger agreement or the Proposed Transaction; (x) the amount of the costs, fees, expenses and other charges related to the Proposed Transaction; (xi) CareMax’s ability to integrate acquired businesses, including the ability to implement business plans, forecasts, and other expectations after the completion of the Proposed Transaction and (xii) the failure to realize anticipated benefits of the Proposed Transaction or to realize estimated pro forma results and underlying assumptions. Use of Pro Forma Financial Information and Pro Forma Non-GAAP Financial Information Any projected pro forma financial data included in this Presentation has not been prepared in accordance with Regulation S-X, is presented for informational purposes only and may differ materially from the Regulation S-X compliant pro forma financial statements of CareMax to be included in any filings with the SEC. Additional Information and Where to Find It In connection with the Proposed Transaction, CareMax intends to file relevant materials with the U.S. Securities and Exchange Commission (“SEC”), including a proxy statement. A proxy statement will be sent to all CareMax stockholders. CareMax will also file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of CareMax are urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the Proposed Transaction carefully and in their entirety as they become available because they will contain important information. Investors and security holders will be able to obtain (if and when available) free copies of the proxy statement and all other relevant documents filed or that will be filed with the SEC by CareMax through the website maintained by the SEC at www.sec.gov or through CareMax’s website at www.caremax.com. Participants in the Solicitation CareMax, Inc., Steward Health Care, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from CareMax’s stockholders in connection with the Proposed Transaction. Information about the directors and executive officers of CareMax, Inc. is set forth in Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on May 2, 2022. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.


Slide 3

Agenda 1 2 3 4 5 Transaction Overview About Steward Value-Based Care CareMax’s MSO Model Post Transaction CareMax Pro Forma Financial Update Carlos de Solo Chief Executive Officer Dr. Ralph de La Torre Chairman & CEO, Steward Health Care System Albert de Solo Chief Operating Officer Kevin Wirges Chief Financial Officer Dr. Bert Moreno Chief Medical Officer


Slide 4

Transaction Overview


Slide 5

Transaction Structure CareMax would acquire the value-based care business of Steward Health Care System ("Steward Value-Based Care”, or “Steward VBC”) Following the transaction, CareMax would serve as the exclusive value-based Management Services Organization (“MSO”) across Steward’s Medicare network, initially managing ~170K senior Value-Based Care (“VBC”) patients and ~1,800 providers across Steward Value-Based Care's three programs: (i) Medicare Shared Savings Program (“MSSP”), (ii) Medicare Advantage (“MA”), and (iii) Direct Contracting (“DCE”) Upfront Financial Consideration Upfront financial consideration of: $25M in cash, subject to customary adjustments per the terms of the merger agreement 23.5M shares of CareMax Class A common stock, subject to customary adjustments per the terms of the merger agreement Illustrative transaction value of ~$135M (1) CareMax would finance all outstanding Accounts Receivable related to the acquired value-based care business of Steward Health Care System (2) Future Earnout Component The number of shares of CareMax Class A common stock such that, together with the shares issued at the initial closing, Steward's equityholders would own a total of 41% of CareMax's Class A common stock at closing Earnout shares issued at effective conversion of 100,000 Medicare lives to risk, value-based care arrangements, subject to a performance threshold of 85% MER for two consecutive quarters Steward Ownership Total Steward Equityholder Ownership of CareMax Class A common stock: At closing: 21% If earnout achieved: 41% (3) Corporate Governance Dr. Ralph de la Torre will have the right to designate one member of CareMax’s Board of Directors upon the closing of the transaction, and the right to designate an additional member of CareMax’s Board if and when the earnout is achieved Expected Closing Late Q3/Early Q4 2022, subject to customary closing conditions, including approval by CareMax stockholders and receipt of regulatory approvals Transaction Overview (1) Based on (i) $25M in cash and (ii) 23.5M Class A common shares at a $4.68 share price as of 05/31/2022. (2) Assuming a closing on September 30, 2022. Steward’s expected financeable Accounts Receivable balance would be approximately $72M. (3) Inclusive of shares of CareMax Class A common stock issued at closing.


Slide 6

Purpose-Built Medical Centers Caring for underserved patient populations Network Connectivity Leveraging an extensive network of hospitals, specialists, and primary care physicians National Scale Empowering a diversified mix of payors and strategic partners CareMax is Redefining Healthcare Delivery at Scale Unique combination of technology, people, processes, and infrastructure to accelerate the adoption of value-based healthcare


Slide 7

Transaction Establishes CareMax as a Leading National VBC Platform Steward transaction provides significant patient density in new states to accelerate expansion in a capital-efficient manner Upon completion of the transaction, CareMax will initially have ~200,000 VBC patients across ~2,000 providers in 10 states with 30 markets (1) Expand CareMax’s MSO model in new markets with a leading health system 1 Opportunity to transition partial risk Medicare and traditional fee-for-service (“FFS”) Medicare patients into at-risk capitated arrangements Agreements expected to provide consistent cash flow enabling CareMax to invest in medical management with limited initial downside risk and a pathway to full-risk predicated on improvements in medical performance Opportunity to convert to capitated Medicare Advantage contracts that can generate consistent cash flow 2 Utilize experience as a leading operator of Medicare value-based care arrangements across CareMax’s wholly-owned clinics and affiliate providers to improve health outcomes and ultimately drive down medical expenses Key areas to invest include end-to-end provider support for clinical workflows, coding documentation, quality scoring, provider engagement, patient engagement, and reporting analytics through CareOptimize point-of-care provider technology Invest in medical management capabilities to drive superior outcomes 3 Collaborate with payors to shift patients into full-risk contracts based on panel performance Transition high-performing MSSP patients into DCE or MA products, based on patient preference Reinvest additional surplus generated from full-risk contracts into high-impact initiatives that drive best-in-class patient outcomes Shift to full-risk as patient outcomes improve to capture on incremental surplus 4 We anticipate the acquisition of Steward Value-Based Care will be immediately accretive to CareMax revenue and Adjusted EBITDA, with the potential for Steward VBC to generate approximately $1.6-1.7B in revenue and $100-115M in Adjusted EBITDA by 2025 Potential for further long-term upside by converting non-full-risk Medicare Advantage, MSSP, and traditional Medicare contracts to Medicare Advantage full-risk contracts Accretive financial opportunity with embedded upside from converting additional senior lives 5 (1) Markets defined as Metropolitan Statistical Areas (MSAs).


Slide 8

Transaction Significantly Increases CareMax’s Reach and Creates One of the Largest Senior-Focused MSOs in the Country CareMax (1) Steward Value-Based Care CareMax Future State Total Senior Lives Covered Total Lives Covered ~34K ~84K ~171K (2) ~205K ~255K States Addressed 3 (FL, NY, TN) 8 (AZ, AR, FL, LA, MA, OH, PA, TX) 10 (AZ, AR, FL, LA, MA, NY, OH, PA, TN, TX) Providers (Employed and Affiliated) 200+ ~1.8K 2K+ (1) As of 03/31/2022. (2) Based on anticipated MSSP, MA and DCE members at closing. Anticipated driver of meaningful future growth, scale and positive impact on CareMax’s financial trajectory


Slide 9

CareMax has Designed Three Distinct Operating Models to Drive Superior Medical Outcomes in a Cost-Efficient Manner CareMax’s MSO Model Hybrid Owned Centers Providers / patients remain in their current locations while CareMax provides support in the form of people, technology, and contracts Capital-light model with minimal capital outlay Providers are employed by or affiliated with Steward and receive a hybrid compensation from Steward and CareMax CareMax intends to transition high-performing providers into Hybrid / Owned centers for improved outcomes and Medical Expense Ratios Rebrand all or portions of larger Steward / Affiliated multi-speciality facilities with a high concentration of seniors Lower capital intensity than de novo due to retrofit of existing space Similar compensation plan to CareMax’s MSO model Anticipated to resemble CareMax’s owned center model (i.e., Full-Spectrum, In-House Value-Based Care) resulting in improved outcomes and Medical Expense Ratios Deploy de novo centers where Steward already has large senior panels De novos will be seeded by providers with scaled VBC panels which is anticipated to significantly reduce the capital outlay required CareMax employs transitioned providers Higher impact on health outcomes from multiple touch-points with patients to further improve outcomes and Medical Expense Ratios ~10% ~15% ~20% Capital Intensity Higher Lower Targeted Platform Contribution Margins


Slide 10

About Steward Value-Based Care


Slide 11

About Steward Steward Health Care System 9 States (1) 39 Hospitals Served (1) 326 Employed Practice Locations (2) ~6.6K Providers (2) Operates two value-based care businesses, Steward Health Care Network (SHCN) and Steward Medical Group (SMG) Physician-Led Hospital System with experience operating within Value-Based Care Nationally recognized, fully integrated health care system, offering a comprehensive spectrum of services across nine states (1) Steward Value-Based Care (3) ~1.04M Total Medicare Patients ~171K VBC Patients ~1.8K Primary Care Providers (2)(5) ~750 Practice Locations Steward recently launched its DCE / ACO Reach program and expects MSSP membership to transfer into the program Historically, Steward has focused on MSSP and ACO programs and is now broadening their scale in the Medicare Advantage business In 2020, MSSP ACO ranked #1 in Membership, #1 in Quality, and #2 in overall Shared Savings (4) (1) Inclusive of Utah which is under a definitive agreement to be sold to HCA, subject to customary regulatory approvals and other closing conditions. (2) Not inclusive of Utah. (3) Represents CareMax’s definition for the acquired business. ~387K Medicare Advantage FFS Patients (4) Center for Medicare and Medicaid Service (CMS) data. (5) Inclusive of Primary Care Physicians, Mid-levels as well as Specialists maintaining a Primary Care practice.


Slide 12

Value-Based Care (VBC) Value Based Care (VBC) Fee-For-Service (FFS) State Providers MA DCE MSSP Total VBC MA FFS(1) MCR(2) Total FFS Total Mass. 823 15 0 69 84 88 206 294 378 Florida 123 6 8 16 30 91 78 169 199 Texas 543 13 0 9 22 82 93 175 197 Arizona 161 11 1 4 16 56 35 91 107 Ohio 63 4 0 6 10 32 24 56 66 Penns. 41 1 0 4 5 25 28 53 58 Louisiana 43 0 0 3 3 11 16 27 30 Arkansas 4 0 0 1 1 1 2 3 4 Total Steward (3) 1,801 50 9 112 171 387 482 869 1,040 (1) Approximately 40% of MA FFS membership is with Specialty Providers. (2) Medicare (MCR) Part B not in a value-based arrangement. (3) Not inclusive of Utah. 1 Lives (000s) 1 2 3 4 5 6 7 8 2 3 4 5 6 7 8 Steward’s Geographic Reach Extends Across Eight States with Deep VBC Penetration in Targeted Markets


Slide 13

Integrating Steward’s Medicare Patient Base and CareMax’s Market-Leading MSO Model Creates a Differentiated Delivery System Hospital System with Experience Operating in a VBC Model Best in Class Outcomes and Medical Expense Ratio Physician-Led and Patient-Oriented Organization Five-Star Quality Rating for All Clinics Track Record of Growing Hospital System’s scale Full-Service Model Operating Fully Capitated Clinics 2nd Highest Earner in MSSP and Top Performing MSSP ACO Payor Strategy that Aligns Product Design with Centers Providers Contracted through Exclusive Value-Based Partnerships Attractive Tech Offering with CareOptimize Pioneer in VBC Serving End-to-End Continuum of Care Positioned to be one of the Largest Independent Senior-Based Care Platforms Holistic Care Delivery Through Integrated Services and Providers Transformational Organization with Strong Cultural Alignment Pioneer in Hospital-Based Value-Based Care Strategy Provider of High-Quality Care in Underserved Communities


Slide 14

CareMax’s MSO Model


Slide 15

CareMax’s MSO Model Has Displayed the Consistent Ability to Reduce Patients’ Medical Expenditures Patient Medical Expense PMPM by Tenure with CareMax (1) CareMax’s MSO Model Is Focused on Deploying a Standard Service Offering Including… Integration of CareOptimize Technology Payor Agnosticism with Incentive Payments Tied to Outcomes Alignment of Incentives and Behaviors Embedded Subject Matter Experts Standardized Operational and Clinical Oversight Ancillary Services Sales / Marketing / Growth MER % 107% 99% 92% 85% Annual Decline in Medical Expense PMPM (7%) (1) Reflects CareMax’s MSO patients enrolled in HealthSun from FY16 – FY20.


Slide 16

CareMax Intends to Align Incentives with Physicians to Reward Quality and Ensure Broader Provider Participation 01 Savings predicated on outcomes and reduction of avoidable services 02 PCPs are rewarded as patient panel scales 03 Bonuses based on metrics such as NPS scores and increasing member encounters 04 Alignment between quality of care and PCP incentives CareMax PCP Shared Savings 01 Panelization 02 Practice Productivity 03 Quality Stars 04 CareMax’s Model Rewards Providers with Higher Economics for Higher Quality of Care… Value-Based Care Compensation Measures CareMax’s incentivization model is geared towards improving quality of care


Slide 17

Key Initiatives to Drive Impact Status Update: Total Patients Seen Defining shared goals and initiatives Providing prioritized list of risk-stratified patients Weekly touchpoints on operational tactics Conducting clinical training sessions for PCPs and care team Deploying additional coding and quality resources Recent Takeaways Established effective model for transitioning Steward value-based care to CareMax's platform and providing access to CareMax's clinical best practices Successfully achieved participation of employed and affiliated physician practices in CareMax quality & coding programs Pilot has resulted in seeing 57% of Medicare patients and 74% of high-risk patients year-to-date through April % of Total Patients % of High Risk Patients Distributing weekly updates to Market Leadership Space Coast of Florida Pilot Demonstrates Viability of Transitioning Steward VBC to CareMax Platform Jan-22 Mar-22 Feb-22 Apr-22 17% 13% 32% 26% 56% 44% 74% 57%


Slide 18

CareMax’s Differentiated Value-Based Care MSO Provides Higher Contractual Defensibility and Economic Returns CareMax MSO Risk-Sharing MSO Traditional MSO Exclusivity Across Risk Contracts Global Risk Payor Partnerships Provider Risk-Share PCP Incentives Ancillary Support Services Provider Retention Economic Return Integrated Hospital System None Multi-Specialty Network Centers None Value Creation High Low


Slide 19

Post Transaction CareMax


Slide 20

Grow Membership Scale the Base CareMax’s Execution Strategy 1 2 3 Payor Collaboration Medical Management Move to Risk Move Medicare Advantage lives into contracts that provide capitated rates and limited downside risk enabling CareMax to invest in care management Strategically invest cash flow into medical management to generate MER improvements Shift Medicare and Medicare Advantage contracts to full risk and capture additional profitability from surplus Convert patients and providers into VBC products with a focus on Medicare Advantage 5 Build centers in existing and new markets to drive further increase in enrollment and decrease MER 4


Slide 21

Steward’s Value-Based Care Footprint Provides a Dense Network to Enter Capitated MA Contracts With a Pathway to Full-Risk Execute Medicare Advantage Contracts with Current and New Payors Contractual Pathway to Full-Risk Predicated on Improving Outcomes and Performance Limited Initial Risk Providing Downside Protection as Medical Performance Ramps Capitated Contracts to Generate Steady Cash Flows for Investment Progression of Transition to Full-Risk CareMax’s Current Footprint Post-Transaction Footprint 1


Slide 22

Investment in Medical Management Supported by Initial Contract Shifts 01 02 03 04 05 06 We Intend to Invest Cash Flow From Capitated Contracts Into… Clinical Improve outcomes and implement VBC playbook Patient Engagement Develop relationships with patients Provider Engagement Drive adoption of VBC behaviors Reporting & Analytics Implement live tracking of performance Coding & Quality Track outcomes and improve accountability Regional Infrastructure Clinical Patient Engagement Provider Engagement Analytics Quality Coding Regional Infrastructure Provides governance and structure Results : Improved Outcomes, Quality and Medical Margin Improvement 2


Slide 23

CareMax Anticipates Steward’s MERs to Improve Over the Next 24-48 Months to Allow a Shift to Full Risk (1) Reflects CareMax patients at wholly owned centers enrolled in HealthSun health plans for 2019 dates of service. (2) CareMax’s MSO reflects CareMax patients enrolled in HealthSun from 2016 through 2020. CareMax Owned (1) 107% 93% 79% 65% CareMax’s MSO Model (2) 107% 99% 92% 85% Steward VBC (Projected) 95% 90% 87% 85% CareMax’s MSO Model - Reduction in Medical Expense PMPM 3 CareMax expects 24-48 months to improve outcomes and MER to ultimately move patients into full-risk arrangements This expectation is based on CareMax’s experience in executing on the owned center model, CareMax’s MSO model, and the fact that Steward has successfully been executing on a VBC strategy (as the 2nd highest performing MSSP program in the country) Steward’s current MA performance is ahead of where CareMax typically engages with patients (95% vs. 107%) CareMax is conservatively projecting MERs to improve at a muted rate compared to Owned and Affiliated patients Investments in medical management and implementation of CareOptimize are expected to accelerate improvement in medical outcomes as well as the migration to full-risk


Slide 24

Significant Opportunity Exists to Convert Existing Senior Panel into Medicare Advantage Plans ~171K Current VBC ~387K Medicare Advantage Fee-for-Service ~482K Traditional Medicare Fee-for-Service patients ~1.04M Medicare Beneficiaries in Total Highly Positive Secular Tailwinds Announced CMS goal of moving 100% of Medicare patients to value-based models by 2030 (1) Projected 23% increase in Medicare population from 2020 to 2030 (2) Overarching goal to move Steward’s current MA FFS and Medicare FFS patients into CareMax value-based care models 76 Million 62 Million Extensive Steward Medicare Footprint Industry Focus on Shifting to Value Senior Population is Increasing ~870,000 Fee-for-Service Patients MA FFS and Traditional Medicare Patients in Steward Network 4 (1) Center for Medicare and Medicaid Services. (2) Kaiser Family Foundation.


Slide 25

CareMax Standalone vs. With Steward – Illustrative De Novo Profitability Ramp ~20% Margin CareMax Plans to Strategically Deploy De Novos in Overlapping Areas Steward De Novos are Predicated on Medical Margin Improvement in the Existing Panel CareMax plans to initially move Steward’s high-performing providers into Hybrids given the lower capital intensity 1 CareMax plans to execute de novos when Hybrids are not possible and panels are profitable 2 De novos supplement CareMax’s MSO model and ultimately improve MER from a tighter control on patient outcomes 3 CareMax’s core de novo strategy will be utilized to penetrate new and adjacent markets 4 De novos with Steward members are expected to eliminate or significantly reduce J-curve and expedite ramp in medical performance 5 (1) Platform contribution defined as risk-based revenues less external provider costs and cost of care, excluding depreciation and amortization. Note: Illustrative profitability ramp is not based on historical data and actual results may not reflect the expected improvement in diminishing J-curves or ramping profitability. CareMax will strategically deploy de novos in Steward territories on an opportunistic basis, which may occur prior to a panel being profitable or scaled.


Slide 26

Combination of Models is Expected to Drive Superior Health Outcomes CareMax benefits from executing on both the MSO and clinic models by managing the cadence of moving lives into Hybrids/Centers, fully owning future upside and positioning the platform for improved health outcomes and higher growth over time Capital-light model Large existing VBC membership High visibility into incremental membership growth Established physician groups in underserved communities Embedded specialist network Exclusively focused on seniors Differentiated patient engagement (i.e., high-touch service model) Tighter management with a focus on higher-acuity panel Investing in Social Determinants of Health (SDOH) MSO Model Clinic Model Ability to scale and achieve attractive MER targets Leading senior-focused primary care platform with ~2.0k PCPs and ~200K Medicare VBC patients (at-close) Potential for significant clinical cost savings to drive earnings


Slide 27

Pro Forma Financial Update


Slide 28

Sources & Uses and Pro Forma Capitalization (1) Based on May 31, 2022 closing share price of $4.68. (2) Based on shares outstanding and unvested RSUs as of April 1, 2022; Steward and Pro Forma excludes earnout. Headline purchase price of ~$135M based on closing share price as of May 31st, 2022 Cash funding of ~$30M for upfront cash consideration and estimated transaction-related expenses, to be funded from cash on hand or delayed draw facility 23.5M shares issued at closing with a true-up to 21% Steward equityholders’ ownership of fully diluted shares in June 2023 Pro forma for earnout, Steward equityholders will have 41% ownership of fully diluted shares Sources and Uses ($mm) Pro Forma Capitalization ($mm) CareMax Steward Pro Forma


Slide 29

Steward Financial Projections Gross Revenue (1) ($mm) Adjusted EBITDA ($mm) Steward Projections Anticipate that the acquisition of Steward Value-Based Care will be accretive to revenue and EBITDA growth ’22E – ’25E CAGR: ~250%-260% ’22E – ’25E CAGR: ~105%-115% (1) Gross revenue projections include recognition of full capitated revenue PMPM on lives converted to Medicare Advantage full-risk contracts.


Slide 30

Low High VBC Patients ~350K ~435K Medical Margin (2) ~$800M ~$1,100M Medical Margin Post-Distribution (3) ~$525M ~$700M Adj. EBITDA ~$400M ~$550M Illustrative Earnings Potential of ~$400M to ~$550M in 5 to 10 years Earnings Potential in 5 to 10 Years (1) (1) Figures calculated based on internal projections in FY28 and FY32 which are subject to change based on additional diligence. (2) Total revenue less third-party medical claims. (3) Medical Margin less distributions to affiliate providers. Analysis assumes that CareMax is able to convert ~350K to ~435K patients to value-based contracts generating ~$200 PMPM Medical Margin


Slide 31

Transformational Acquisition for CareMax as well as the Future-State of Health Care Delivery Systems Provider Engagement Care Coordination Post Acute Care Specialist Referral Network In-Network Hospitals CareOptimize Provider Technology Patient Engagement Valued-Based Care Transition Support CareMax / Steward PCP + Patient


Slide 32

Questions and Answers


Slide 33

Appendix


Slide 34

Model Total Current Steward Membership Summary Reimbursement MA ~50,000 Value-based or capitated arrangements between private health plans and CMS that cover Part A & Part B services Capitated PMPM payment MSSP ~112,000 Value-based program under CMS where PCPs bill on a FFS basis and get 75% of shared savings on Part A & B Standard FFS reimbursement Shared savings DCE / ACO Reach ~9,000 Next Generation ACO model combining a mix of capitation, fee for service, and shared savings on Part A & B Capitated PMPM payment Quality withhold that can be earned back Shared savings MA FFS ~387,000 Attributed members under Medicare Advantage arrangements that are paid on a FFS-basis Standard FFS reimbursement Medicare FFS (MCR FFS) ~482,000 Traditional Medicare patients covered by CMS Standard FFS reimbursement Value-Based Payment Model Overview Overview of Payment Models (1) Center for Medicare and Medicaid Services. Center of Medicare & Medicaid Services (“CMS”) is leading the transition to value-based care across the industry and has a stated goal for all Medicare fee-for-service beneficiaries to be in value-based care arrangements by 2030 (1) Value-Based Care


Slide 35

CareMax will offer value-based bonuses with providers to drive superior outcomes CareMax’s MSO Model has fewer tools relative to wholly-owned clinics resulting in slightly lower performance Illustrative Per Member Per Month (PMPM) Performance After 24-Months of Medical Management Note: Full-risk is representative of CareMax performance in owned clinics. (1) Reflects fee-for-service equivalent PMPM at comparable levels of utilization to Medicare Advantage. Full-Risk Performance in the MSO Model is Expected to Approach Performance in Wholly-Owned Centers Reflects Targeted MSO Returns (1) CareMax’s MSO Model