MIAMI, Nov. 9, 2023
/PRNewswire/ -- Cano Health, Inc. ("Cano Health" or the "Company")
(NYSE: CANO), a leading value-based primary care provider and
population health company, today announced financial results for
the third quarter ended September 30,
2023.
Executive Management Highlights
- Third quarter results reflect improved performance and
stability in the Medicare Advantage business due to operational
enhancements and third-party medical cost initiatives
- Targeting over $100 million in
annualized third-party medical cost reductions by the end of 2024
through medical cost initiatives and optimization of Medicare
Advantage operations
- Implemented operational reorganization expected to yield
approximately $65 million in
annualized direct patient expense reductions and SG&A cost
reductions beginning in 3Q 2023 and through year-end 2024
Third Quarter 2023 Financial Results
- Total membership of 312,151 including 195,885 Medicare
capitated members, an increase of 6% and 16% year-over-year,
respectively, which amounts exclude membership related to the
September 2023 sale of substantially
all of our assets in Texas and
Nevada
- Total revenue of $788.1 million,
compared to $665.0 million in the
prior year, an increase of 19% year-over-year
- Net loss of $(491.7) million,
compared to a net loss of $(112.0)
million in the prior year, primarily driven by a non-cash
goodwill impairment of $(354.0)
million and unfavorable operating results, primarily due to
higher third-party medical costs
- Adjusted EBITDA1 of $(66.1) million, compared to $18.2 million in the prior year
In the third quarter of 2023, capitated revenue of $770.3 million increased 23%
year-over-year. Capitated revenue per member per month, or
PMPM, increased 7% year-over-year, primarily driven by higher
Medicare revenue PMPM and a change in membership mix. The medical
cost ratio, or MCR2, was 91.8% in the third quarter of
2023 compared to 78.2% in the third quarter of 2022, primarily
driven by higher third-party medical costs in the third quarter of
2023, due to higher utilization and higher costs associated with
supplemental health plan benefits (e.g., over-the-counter flex
cards and healthy food cards), compared to lower third-party
medical costs in the third quarter of 2022, which included a
reduction in third-party medical costs due to claims assigned to a
third-party. Similar to the second quarter of 2023, the higher
utilization of the health plans' supplemental benefits occurred
across nearly all our health plan partners and was significantly
higher than the prior year.
Adjusted EBITDA of $(66.1) million
in the third quarter of 2023 was $(84.3)
million lower than the third quarter of 2022, primarily
driven by the higher third-party medical costs, as referred to
above.
"Cano Health is continuing to evaluate strategic interest in the
Company while working every day to provide quality care for our
patients," said Mark Kent, Cano
Health's Chief Executive Officer. "As of today, we have completed
the sale of our Texas and
Nevada assets and have exited our
California, New Mexico, and Illinois markets. Meanwhile, we remain on
track to exit our operations in Puerto
Rico by the beginning of 2024. These actions are designed to
position us to focus on and optimize our core Florida Medicare
Advantage and ACO REACH assets. In
addition to successfully executing our strategy to refocus our
business on Florida, we have made
solid tactical progress. We are improving patient engagement,
restructuring contractual arrangements with payor and specialty
networks, and terminating underperforming affiliate partnerships.
We expect these actions to improve the efficiency and quality of
care delivery, ultimately improving health outcomes and our
financial performance."
Update on Strategic Actions
On September 25, 2023 the Company sold substantially
all of the assets associated with the operation of Cano Health's
senior-focused primary care centers in Texas and Nevada to Primary Care Holdings II, LLC, a
wholly owned subsidiary of Humana Inc. (aka "CenterWell"). The
total value of the transaction to Cano Health was approximately
$66.7 million, consisting of
approximately $35.4 million in cash
paid at closing (of which approximately $1.9
million was withheld for satisfaction of potential
indemnification claims), plus the release of certain liabilities
owed by Cano Health.
In the third quarter of 2023, the Company implemented a plan
designed to further restructure its operations to streamline and
simplify the organization to improve efficiency and reduce costs.
These actions include workforce reductions, which are expected to
reduce our selling, general and administrative costs in future
periods compared to current levels. In connection with its
restructuring plan, in the third quarter of 2023, the Company
reduced staffing by approximately 842 employees, or 21% of its
workforce. Approximately 52% of the workforce reductions were
attributable to exiting operations in certain markets and 48% of
the workforce reductions represents organizational restructuring.
These actions are expected to yield approximately $65 million of annualized cost reductions
beginning in the third quarter of 2023 and through the end of 2024.
The Company recorded a restructuring charge in the third quarter of
2023 of approximately $7.1 million,
the majority of which will be paid in 2023 and a lesser amount in
2024, consisting primarily of employee-related costs, such as
severance, retention and other contractual termination
benefits.
Cano Health continues to pursue a comprehensive process to
identify and evaluate interest in a sale of the Company, or all or
substantially all of its assets, consistent with the terms and
conditions of the 2023 Side-Car Amendment, discussed below. The
Company has engaged advisors to assist in the process. The Company
has not set a timetable for the conclusion of this process and
there is no assurance that the process will result in any
transaction. Cano Health does not intend to comment while it
undergoes this process, unless required by law or the Company
determines that it would be in its best interests.
Liquidity & Capital Management Update
As of
September 30, 2023 the Company's
total liquidity was approximately $107
million, comprised of $27
million of unrestricted cash on its balance sheet and
$80 million of available capacity
under its revolving credit facility under the Credit Suisse
Agreement (as amended, the "CS Revolving Line of Credit"). The net
cash proceeds from the sale of our Texas and Nevada assets enabled the Company to repay a
portion of its outstanding commitment under the CS Revolving Line
of Credit, such that the financial maintenance covenant of this
facility was not applicable for the testing period ending
September 30, 2023.
The Credit Suisse Credit Agreement and the 2023 Side-Car Credit
Agreement both contain a covenant that will require the Company's
2023 Form 10-K to not contain any qualification or explanatory
paragraph as to the Company's "going concern" status (except for
any such qualification or explanatory paragraph pertaining to (i)
the maturity of certain indebtedness occurring within 12 months of
the relevant audit or (ii) any breach or anticipated breach of any
financial covenant).
The Company's current liquidity as of November 9, 2023 was approximately $53 million, consisting of cash and cash
equivalents (excluding restricted cash of approximately
$34 million), and the CS Revolving
Line of Credit was fully drawn.
Based on the amount of the Company's available liquidity at
November 9, 2023 and its current
forecast of available liquidity for the 12 months following the
anticipated filing of its 2023 Form 10-K, the Company expects that
it will be required to seek a waiver of this "going concern"
covenant from the respective lenders under both agreements on or
before April 22, 2024. We encourage
investors to review the Company's Q3 2023 Form 10-Q for other
important information regarding the Company's liquidity.
Ongoing initiatives to generate additional liquidity include the
Company's continued pursuit of its strategic review, which may
result in the sale of all or substantially all of the Company's
business, as referenced above, and/or the sale of certain lines of
business, such as the Company's Medicaid business in Florida, pharmacy assets and other specialty
practices.
2023 Outlook
The Company expects sequential
operating performance improvement in the fourth quarter of 2023,
driven by operational improvements, third-party medical cost
recoveries, and the favorable impact of seasonality.
The operational improvements include:
- The cost reduction benefits attributable to exiting the
Company's markets in Texas,
Nevada, California, New
Mexico, and Illinois;
- Restructuring operations to streamline and simplify the
organization, improve efficiency and reduce costs; and
- Continued optimization of our operations to improve patient
outcomes and lower medical costs by improving payor relations and
affiliate partnerships, reducing high-cost emergency room visits,
improving our generic dispensing rate, enhancing our arrangements
with specialty networks, and strengthening our patient engagement
programs.
As of November 9, 2023, after
giving effect to the Company's 1-for-100 reverse stock split
completed on November 3, 2023, the
Company had approximately 2.9 million shares of Class A common
stock and 2.5 million shares of Class B common stock issued
and outstanding. Total share count for the purposes of calculating
the Company's market capitalization was approximately
5.4 million.
Conference Call Information
Cano Health will host a
conference call today at 5:00 PM ET
to review the Company's business and financial results for the
third quarter ended September 30,
2023.
To access the live call and webcast, please dial (888) 660-6359
for U.S. participants, or +1 (929) 203-0867 for international
participants, and reference the Cano Health Third Quarter 2023
Earnings Conference Call and Conference ID 8371699. The conference
call will also be webcast live in the "Events & Presentations"
section of the Investor page of the Cano Health website.
A replay will be available in the "Events & Presentations"
section of the Cano Health website for on-demand listening shortly
after the completion of the call and will be available for 30
days.
Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Forward-looking
statements relate to future events and involve known and unknown
risks, uncertainties and other factors which are, in some cases,
beyond our control and could materially affect actual results,
performance or achievements. These forward-looking statements
generally can be identified by phrases such as "will," "expects,"
"anticipates," "foresees," "forecasts," "estimates" or other words
or phrases of similar import, including, without limitation: (i)
our belief that we remain on track to exit our operations in
Puerto Rico by the beginning of
2024 and that exiting this and other markets are designed to
position us to focus on and optimize our core Florida Medicare
Advantage and ACO REACH assets; (ii)
our plans to improve patient engagement, restructure contractual
arrangements with payor and specialty networks, and terminate
underperforming affiliate partnerships and our expectation that
these actions will improve the efficiency and quality of care
delivery, ultimately improving health outcomes and our financial
performance; (iii) our expectation that our restructuring plan will
streamline and simplify the organization to improve efficiency and
reduce costs, including our plans to effect workforce reductions,
which are expected to reduce our selling, general and
administrative costs in future periods compared to current levels
and our expectation that these actions will yield approximately
$65 million of annualized cost
reductions, including direct patient expense reductions and
SG&A cost reductions, beginning in the third quarter of 2023
and through the end of 2024 and our expectations as to the timing
of paying the restructuring costs; (iv) our expectations regarding
our future liquidity and related matters, such as our expectation
that we will be required to seek a waiver of the "going concern"
covenant from the respective lenders under both of our credit
agreements on or before April 22,
2024 and our plans to generate additional liquidity from
continued pursuit of our strategic review, which may result in the
sale of all or substantially all of the Company's business, as
referenced above, and/or the sale of certain lines of business,
such as the Company's Medicaid business in Florida, pharmacy assets and other specialty
practices; and (v) our outlook for 2023, including that we expect
sequential operating performance improvement in the fourth quarter
of 2023, driven by operational improvements, third-party medical
cost recoveries, and the favorable impact of seasonality, and our
expectation to benefit from the following operational improvements:
(a) cost reduction benefits attributable to exiting the Company's
markets in Texas, Nevada, California, New
Mexico, and Illinois; (b)
restructuring operations to streamline and simplify the
organization, improve efficiency and reduce costs; and (c)
continued optimization of our operations to improve patient
outcomes and lower medical costs by improving payor relations and
affiliate partnerships, reducing high-cost emergency room visits,
improving our generic dispensing rate, enhancing our arrangements
with specialty networks, and strengthening our patient engagement
programs; and (vi) our targeting over $100 million in annualized
third party medical cost reductions by the end of 2024 through
medical cost initiatives and optimization of Medicare Advantage
operations. These forward-looking statements are based on
information available to us at the time of this release and our
current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. We derive many of our
forward-looking statements from our operating budgets and
forecasts, which are based on many detailed assumptions. While we
believe that our assumptions are reasonable, we caution that it is
very difficult to predict the impact of known or unknown factors,
and it is impossible for us to anticipate all factors that could
affect our actual results. It is uncertain whether any of the
events anticipated by our forward-looking statements will transpire
or occur, or if any of them do, what impact they will have on our
results of operations and financial condition. Important risks and
uncertainties that could cause our actual results and financial
condition to differ materially from those indicated in our
forward-looking statements include, among others, changes in market
or industry conditions, changes in the regulatory environment,
competitive conditions, and/or consumer receptivity to our
services; changes in our strategy, future operations, prospects and
plans; developments and uncertainties related to the Direct
Contracting Entity program; our ability to realize expected
financial results; our ability to predict and control our medical
cost ratio; our ability to maintain our relationships with health
plans and other key payors; our future capital requirements and
sources and uses of cash, including funds to satisfy our liquidity
needs; our ability to attract and retain members of management and
our Board of Directors; and/or our ability to recruit and retain
qualified team members and independent physicians.
Actual results may also differ materially from such
forward-looking statements for a number of other reasons, including
those set forth in our filings with the SEC, including, without
limitation, the risk factors identified in our Annual Report on
Form 10-K for the fiscal year ended December
31, 2022, filed with the SEC on March
15, 2023, as amended by our Annual Report on Form 10-K/A,
filed with the SEC on April 7, 2023
(the "2022 Form 10-K"), as well as our Quarterly Reports on Form
10-Q and Current Reports on Form 8-K that we have filed or will
file with the SEC during 2023 (which may be viewed on the SEC's
website at http://www.sec.gov or on our website at
http://www.investors.canohealth.com/ir-home), as well as reasons
including, without limitation, delays or difficulties in, and/or
unexpected or less than anticipated results from our efforts to:
(i) exit our operations in Puerto
Rico by the beginning of 2024 and/or optimize our core
Florida Medicare Advantage and ACO
REACH assets; (ii) improve patient engagement, restructure
contractual arrangements with payor and specialty networks, and/or
terminate underperforming affiliate partnerships and/or improve the
efficiency and quality of care delivery, improve health outcomes
and/or our financial performance; (iii) achieve the goals of our
restructuring plan, such as difficulties and/or delays in improving
efficiency and/or reducing costs and/or achieving approximately
$65 million of annualized cost
reductions; (iv) obtain a waiver of the "going concern" covenant
from the respective lenders under both of our credit agreements in
a timely manner and/or generate additional liquidity from continued
pursuit of our strategic review, such as due to our inability, in
whole or in part, to consummate one or more assets sales; (v)
achieve our outlook for 2023, such as difficulties and/or delays in
realizing sequential operating performance improvement in the
fourth quarter of 2023 and/or our inability, in whole or in part,
to optimize our operations to improve patient outcomes and lower
medical costs by improving payor relations and affiliate
partnerships, reducing high-cost emergency room visits, improving
our generic dispensing rate, enhancing our arrangements with
specialty networks, and/or strengthening our patient engagement
programs; and/or (vi) difficulties and/or delays in achieving our
target of over $100 million in
annualized third party medical cost reductions by the end of 2024
through medical cost initiatives and optimization of Medicare
Advantage operations, such as due to higher than expected costs.
For a detailed discussion of the risks and uncertainties that could
cause our actual results to differ materially from those expressed
or implied by the forward-looking statements, please refer to our
risk factor disclosure included in our filings with the SEC,
including, without limitation, our 2022 Form 10-K. Investors should
evaluate all forward-looking statements made in this release in the
context of these risks and uncertainties. Factors other than those
listed above could also cause our results to differ materially from
expected results. Forward-looking statements speak only as of the
date they are made and, except as required by law, we undertake no
obligation or duty to publicly update or revise any forward-looking
statement, whether to reflect actual results of operations; changes
in financial condition; changes in general U.S. or international
economic, industry conditions; changes in estimates, expectations
or assumptions; or other circumstances, conditions, developments or
events arising after the issuance of this release. Additionally,
the business and financial materials and any other statement or
disclosure on or made available through our websites or other
websites referenced herein shall not be incorporated by reference
into this release.
Non-GAAP Financial Measures
This press release
contains certain non-GAAP financial measures as defined by the SEC
rules. Adjusted EBITDA has not been prepared in accordance with
U.S. generally accepted accounting principles ("GAAP").
Adjusted EBITDA is defined as net income (loss) before interest,
income taxes, depreciation and amortization, adjusted to add back
the effect of certain expenses, such as stock-based compensation
expense, non-cash goodwill impairment loss, transaction costs
(consisting of transaction costs and corporate development payroll
costs), restructuring and other charges, fair value adjustments in
contingent consideration, loss on extinguishment of debt and
changes in fair value of warrant liabilities. For periods after
December 31, 2022, as the Company is
significantly reducing its investments in de novo medical centers
in 2023, the Company revised its definition of Adjusted EBITDA to
no longer add back losses related to these de novo medical centers,
which include those costs associated with the ramp up of new
medical centers and losses incurred up to 12 months after the
opening of a new facility. The Company's management uses the
non-GAAP financial measures as operating performance measures and
as an integral part of its reporting and planning processes and to,
among other things: (i) monitor and evaluate the performance of the
Company's business operations, financial performance and overall
liquidity; (ii) facilitate management's internal comparisons of the
Company's historical operating performance of its business
operations; (iii) facilitate management's external comparisons of
the results of its overall business to the historical operating
performance of other companies that may have different capital
structures and debt levels; (iv) review and assess the operating
performance of the Company's management team and, together with
other operational objectives, as a measure in evaluating employee
compensation, including bonuses and other incentive compensation;
(v) analyze and evaluate financial and strategic planning decisions
regarding future operating investments; and (vi) plan for and
prepare future annual operating budgets and determine appropriate
levels of operating investments. We believe these non-GAAP
financial measures provide an additional tool for our management
and investors to use in evaluating our financial condition, ongoing
operating performance and trends and in comparing our financial
measures with other similar companies. Management believes that its
non-GAAP financial measures provide useful information to investors
and greater transparency about the performance, from management's
perspective, of the Company's overall business because such
measures eliminate the effects of certain charges that are not
directly attributable to the Company's underlying operating
performance. Additionally, management believes that providing its
non-GAAP financial measures enhances the comparability for
investors in assessing the Company's financial reporting.
The Company's non-GAAP financial measures should not be
considered in isolation or as a substitute for their respective
most directly comparable financial measures prepared in accordance
with GAAP, such as net income/loss, operating income/loss, diluted
earnings/loss per share or net cash provided by (used in) operating
activities. The Company's non-GAAP financial measures are subject
to inherent limitations as they reflect the exercise of judgment by
management about which expense, income and other items are excluded
or included in determining these non-GAAP financial measures. In
addition, other companies may define such non-GAAP measures
differently or may use other measures to evaluate their
performance, all of which could reduce the usefulness of our
non-GAAP financial measures as tools for comparison. The Company's
non-GAAP financial measures should be read in conjunction with the
Company's financial statements and related footnotes filed with the
SEC. A reconciliation of the Company's non-GAAP measures to their
most directly comparable GAAP measures is available under the
heading "Reconciliation of Non-GAAP Measures."
About Cano Health
Cano Health (NYSE: CANO) is a
high-touch, technology-powered healthcare company delivering
personalized, value-based primary care to approximately 310,000
members. Founded in 2009, with its headquarters in Miami, Florida, Cano Health is transforming
healthcare by delivering primary care that measurably improves the
health, wellness, and quality of life of its patients and the
communities it serves through its primary care medical centers and
supporting affiliated providers. For more information, visit
canohealth.com or investors.canohealth.com.
|
|
|
|
|
1 Adjusted
EBITDA is a non-GAAP financial measure defined under the heading
"Non-GAAP Financial Measures". A reconciliation of this non-GAAP
financial measure to its most directly comparable GAAP financial
measure is provided in the Reconciliation of Non-GAAP Adjusted
EBITDA table included in this press release.
|
2 Medical Cost Ratio ("MCR") is
calculated as third-party medical expense divided by capitated
revenue.
|
CONSOLIDATED STATEMENTS OF
OPERATIONS
(UNAUDITED)
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
(in thousands,
except share and per share data)
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Revenue:
|
|
|
|
|
|
|
|
Capitated
revenue
|
$
770,269
|
|
$
625,895
|
|
$
2,354,667
|
|
$
1,955,739
|
Fee-for-service and
other revenue
|
17,804
|
|
39,133
|
|
67,062
|
|
102,804
|
Total
revenue
|
788,073
|
|
665,028
|
|
2,421,729
|
|
2,058,543
|
Operating
expenses:
|
|
|
|
|
|
|
|
Third-party medical
costs
|
706,922
|
|
489,565
|
|
2,184,882
|
|
1,566,661
|
Direct patient
expense
|
65,547
|
|
63,867
|
|
190,731
|
|
177,190
|
Selling, general and
administrative expenses
|
80,821
|
|
111,765
|
|
276,712
|
|
314,617
|
Depreciation and
amortization expense
|
26,740
|
|
25,343
|
|
81,213
|
|
64,215
|
Transaction costs and
other
|
7,862
|
|
5,033
|
|
27,073
|
|
19,616
|
Change in fair value
of contingent
consideration
|
13,100
|
|
900
|
|
(2,800)
|
|
(9,525)
|
Goodwill impairment
loss
|
354,000
|
|
—
|
|
354,000
|
|
—
|
Credit loss on other
assets
|
—
|
|
—
|
|
62,000
|
|
—
|
Total operating
expenses
|
1,254,992
|
|
696,473
|
|
3,173,811
|
|
2,132,774
|
Income (loss) from
operations
|
(466,919)
|
|
(31,445)
|
|
(752,082)
|
|
(74,231)
|
Other income and
expense:
|
|
|
|
|
|
|
|
Interest
expense
|
(29,646)
|
|
(16,451)
|
|
(79,870)
|
|
(42,868)
|
Interest
income
|
258
|
|
4
|
|
357
|
|
7
|
Loss on extinguishment
of debt
|
—
|
|
—
|
|
—
|
|
(1,428)
|
Change in fair value
of warrant liabilities
|
5,365
|
|
(65,721)
|
|
5,696
|
|
(8,383)
|
Other income
(expense)
|
(900)
|
|
354
|
|
855
|
|
884
|
Total other income
(expense)
|
(24,923)
|
|
(81,814)
|
|
(72,962)
|
|
(51,788)
|
Net income (loss)
before income tax expense
|
(491,842)
|
|
(113,259)
|
|
(825,044)
|
|
(126,019)
|
Income tax expense
(benefit)
|
(145)
|
|
(1,248)
|
|
(2,017)
|
|
641
|
Net income
(loss)
|
$
(491,697)
|
|
$
(112,011)
|
|
$
(823,027)
|
|
$
(126,660)
|
Net income (loss)
attributable to non-
controlling interests
|
(231,210)
|
|
(57,783)
|
|
(393,637)
|
|
(67,759)
|
Net income (loss)
attributable to Class A
common stockholders
|
$
(260,487)
|
|
$
(54,228)
|
|
$
(429,390)
|
|
$
(58,901)
|
|
|
|
|
|
|
|
|
Net income (loss) per
share attributable to Class
A common stockholders, basic
|
$
(91.87)
|
|
$
(23.34)
|
|
$
(161.33)
|
|
$
(27.86)
|
Net income (loss) per
share attributable to Class
A common stockholders, diluted
|
$
(91.87)
|
|
$
(23.34)
|
|
$
(161.33)
|
|
$
(27.86)
|
Weighted-average shares
used in computation
of earnings per share:
|
|
|
|
|
|
|
|
Basic
|
2,835,250
|
|
2,323,142
|
|
2,661,495
|
|
2,114,090
|
Diluted
|
2,835,250
|
|
2,323,142
|
|
2,661,495
|
|
2,114,090
|
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
|
|
|
As
of,
|
(in
thousands)
|
|
September 30,
2023
|
|
December 31,
2022
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash, cash equivalents
and restricted cash
|
|
$
41,331
|
|
$
27,329
|
Accounts receivable,
net of unpaid service provider costs
|
|
87,499
|
|
233,816
|
Prepaid expenses and
other current assets
|
|
15,894
|
|
79,603
|
Total current
assets
|
|
144,724
|
|
340,748
|
Property and
equipment, net
|
|
94,153
|
|
131,325
|
Operating lease right
of use assets
|
|
149,671
|
|
177,892
|
Goodwill
|
|
88,918
|
|
480,375
|
Payor relationships,
net
|
|
543,810
|
|
567,704
|
Other intangibles,
net
|
|
185,372
|
|
226,059
|
Other
assets
|
|
5,283
|
|
4,824
|
Total
assets
|
|
$
1,211,931
|
|
$
1,928,927
|
Liabilities and
stockholders' deficit
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts payable and
accrued expenses
|
|
$
135,941
|
|
$
105,733
|
Current portion of
notes payable
|
|
116,238
|
|
6,444
|
Current portion of
finance lease liabilities
|
|
3,125
|
|
1,686
|
Current portions due
to sellers
|
|
47,396
|
|
46,016
|
Current portion
operating lease liabilities
|
|
22,964
|
|
24,068
|
Other current
liabilities
|
|
40,270
|
|
24,491
|
Total current
liabilities
|
|
365,934
|
|
208,438
|
Notes payable, net of
current portion and debt issuance costs
|
|
951,339
|
|
997,806
|
Long term portion of
operating lease liabilities
|
|
140,067
|
|
166,347
|
Warrants
liabilities
|
|
1,677
|
|
7,373
|
Long term portion of
finance lease liabilities
|
|
7,663
|
|
3,364
|
Due to sellers, net of
current portion
|
|
1,500
|
|
15,714
|
Contingent
consideration
|
|
—
|
|
2,800
|
Other
liabilities
|
|
2,852
|
|
32,810
|
Total
liabilities
|
|
1,471,032
|
|
1,434,652
|
Stockholders'
Deficit
|
|
|
|
|
Shares of Class A
common stock
|
|
28
|
|
22
|
Shares of Class B
common stock
|
|
25
|
|
27
|
Additional paid-in
capital
|
|
593,271
|
|
538,614
|
Accumulated
deficit
|
|
(715,422)
|
|
(286,032)
|
Total Stockholders'
Deficit before non-controlling interests
|
|
(122,098)
|
|
252,631
|
Non-controlling
interests
|
|
(137,003)
|
|
241,644
|
Total Stockholders'
Deficit
|
|
(259,101)
|
|
494,275
|
Total Liabilities and
Stockholders' Deficit
|
|
$
1,211,931
|
|
$
1,928,927
|
CONSOLIDATED STATEMENTS OF CASH
FLOWS
(UNAUDITED)
|
|
|
|
Nine Months Ended
September 30,
|
(in
thousands)
|
|
2023
|
|
2022
|
Cash Flows from
Operating Activities:
|
|
|
|
|
Net loss
|
|
$
(823,027)
|
|
$
(126,660)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
Depreciation and
amortization expense
|
|
81,213
|
|
64,215
|
Change in fair value
of contingent consideration
|
|
(2,800)
|
|
(9,525)
|
Change in fair value
of warrant liabilities
|
|
(5,696)
|
|
8,383
|
Goodwill impairment
loss
|
|
354,000
|
|
—
|
Intangible assets
disposals
|
|
1,467
|
|
|
Loss on extinguishment
of debt
|
|
—
|
|
1,428
|
Fixed asset
abandonment
|
|
2,200
|
|
—
|
Amortization of debt
issuance costs
|
|
3,872
|
|
2,743
|
Non-cash lease
expense
|
|
2,010
|
|
8,367
|
Class A shares issued
for bonus award
|
|
—
|
|
2,194
|
Stock-based
compensation
|
|
7,285
|
|
42,641
|
Paid in kind interest
expense
|
|
13,564
|
|
—
|
Credit loss on other
assets
|
|
62,000
|
|
—
|
Gain on Sale
Transaction
|
|
(386)
|
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
Accounts receivable,
net
|
|
146,317
|
|
(75,913)
|
Other
assets
|
|
1,216
|
|
10,885
|
Prepaid expenses and
other current assets
|
|
1,979
|
|
(47,492)
|
Interest accrued due
to seller
|
|
—
|
|
100
|
Accounts payable and
accrued expenses
|
|
46,309
|
|
30,955
|
Other
liabilities
|
|
23,811
|
|
3,521
|
Net cash (used in)
provided by operating activities
|
|
(84,666)
|
|
(84,158)
|
Cash Flows from
Investing Activities:
|
|
|
|
|
Purchase of property
and equipment
|
|
(18,139)
|
|
(39,061)
|
Acquisitions of
subsidiaries including non-compete intangibles, net of cash
acquired
|
|
—
|
|
(4,995)
|
Payments to
sellers
|
|
(6,557)
|
|
(4,097)
|
Proceeds from Sale
Transaction
|
|
33,542
|
|
|
Net cash provided
(used in) by investing activities
|
|
8,846
|
|
(48,153)
|
Cash Flows from
Financing Activities:
|
|
|
|
|
Payments of long-term
debt
|
|
(4,834)
|
|
(4,833)
|
Debt issuance
costs
|
|
(9,256)
|
|
(88)
|
Proceeds from
long-term debt
|
|
150,000
|
|
—
|
Proceeds from
revolving line of credit
|
|
165,000
|
|
—
|
Repayments of
revolving line of credit
|
|
(209,000)
|
|
—
|
Proceeds from
insurance financing arrangements
|
|
2,690
|
|
2,529
|
Payments of principal
on insurance financing arrangements
|
|
(2,201)
|
|
(2,070)
|
Other
|
|
(2,577)
|
—
|
(4,600)
|
Net cash provided
(used in) by financing activities
|
|
89,822
|
|
(6,762)
|
|
|
|
|
|
Net increase (decrease)
in cash, cash equivalents and restricted cash
|
|
14,002
|
|
(139,073)
|
Cash, cash equivalents
and restricted cash at beginning of year
|
|
27,329
|
|
163,170
|
Cash, cash equivalents
and restricted cash at end of period
|
|
$
41,331
|
|
$
24,097
|
Reconciliation of Non-GAAP
Adjusted EBITDA
(UNAUDITED)
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
(in
thousands)
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
Net income
(loss)
|
$
(491,697)
|
|
$
(112,011)
|
|
$
(823,027)
|
|
$
(126,660)
|
|
Interest
income
|
(258)
|
|
(4)
|
|
(357)
|
|
(7)
|
|
Interest
expense
|
29,646
|
|
16,451
|
|
79,870
|
|
42,868
|
|
Income tax expense
(benefit)
|
(145)
|
|
(1,248)
|
|
(2,017)
|
|
641
|
|
Depreciation and
amortization expense
|
26,740
|
|
25,343
|
|
81,213
|
|
64,215
|
|
EBITDA
|
$
(435,714)
|
|
$
(71,469)
|
|
$
(664,318)
|
|
$
(18,943)
|
|
Stock-based
compensation
|
(4,083)
|
|
11,041
|
|
7,285
|
|
42,641
|
|
Goodwill impairment
loss
|
354,000
|
|
—
|
|
354,000
|
|
—
|
|
Transaction costs
(1)
|
8,215
|
|
6,733
|
|
28,302
|
|
24,445
|
|
Restructuring and
other
|
3,758
|
|
5,245
|
|
10,441
|
|
8,846
|
|
Change in fair value
of contingent consideration
|
13,100
|
|
900
|
|
(2,800)
|
|
(9,525)
|
|
Loss on extinguishment
of debt
|
—
|
|
—
|
|
—
|
|
1,428
|
|
Change in fair value
of warrant liabilities
|
(5,365)
|
|
65,721
|
|
(5,696)
|
|
8,383
|
|
Reserve on other
assets
|
—
|
|
—
|
|
62,000
|
|
—
|
|
Adjusted
EBITDA
|
$
(66,089)
|
|
$
18,171
|
|
$
(210,786)
|
|
$
57,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Transaction costs
included $0.4 million and $1.7 million of corporate
development payroll costs for the three months ended September 30,
2023 and 2022, respectively, and $1.2 million and
$4.3 million of corporate development payroll costs for the
nine months ended September 30, 2023 and 2022, respectively.
Corporate development payroll costs include those expenses directly
related to the additional staff needed to support our transaction
activity.
|
|
Adjusted EBITDA has
been adjusted to exclude $24.3 million and $59.6 million
for the respective three and nine months ended September 30, 2022
in de novo losses, as the Company plans to significantly reduce its
investments in de novo medical centers in 2023 and, accordingly,
modified its definition of Adjusted EBITDA beginning January 1,
2023 to no longer include de novo losses in calculating Adjusted
EBITDA.
|
Key Metrics
(UNAUDITED)
|
|
|
|
Three Months
Ended
September
30,
|
|
|
|
|
2023
|
|
2022
|
|
%
Change
|
Members: (3)
|
|
|
|
|
|
|
Medicare
Advantage
|
|
131,557
|
|
128,731
|
|
2.2 %
|
Medicare
ACO REACH
|
|
64,328
|
|
39,615
|
|
62.4 %
|
Total
Medicare
|
|
195,885
|
|
168,346
|
|
16.4 %
|
Medicaid
|
|
62,717
|
|
73,865
|
|
(15.1) %
|
ACA
|
|
53,549
|
|
52,385
|
|
2.2 %
|
Total
members
|
|
312,151
|
|
294,596
|
|
6.0 %
|
|
|
|
|
|
|
|
Member
months:
|
|
|
|
|
|
|
Medicare
Advantage
|
|
421,141
|
|
383,645
|
|
9.8 %
|
Medicare
ACO REACH
|
|
194,267
|
|
119,936
|
|
62.0 %
|
Total
Medicare
|
|
615,408
|
|
503,581
|
|
22.2 %
|
Medicaid
|
|
211,764
|
|
218,807
|
|
(3.2) %
|
ACA
|
|
171,674
|
|
149,872
|
|
14.5 %
|
Total member
months
|
|
998,846
|
|
872,260
|
|
14.5 %
|
|
|
|
|
|
|
|
Per Member Per Month
("PMPM"): (4)
|
|
|
|
|
|
|
Medicare
Advantage
|
|
$
1,115
|
|
$
1,127
|
|
(1.1) %
|
Medicare
ACO REACH
|
|
$
1,333
|
|
$
1,215
|
|
9.7 %
|
Total
Medicare
|
|
$
1,184
|
|
$
1,148
|
|
3.1 %
|
Medicaid
|
|
$
197
|
|
$
191
|
|
3.1 %
|
ACA
|
|
$
—
|
|
$
40
|
|
(100.0) %
|
Total PMPM
|
|
$
771
|
|
$
718
|
|
7.4 %
|
|
|
|
|
|
|
|
Medical
centers
|
|
133
|
|
151
|
|
|
|
|
|
|
(3) Membership reflects
end of period results, which excludes membership related to the
Sale Transaction.
|
(4) Third quarter 2023
PMPM includes the members from the Sale Transaction that occurred
on September 25, 2023, which were approximately 14,450
members.
|
Key Metrics
(UNAUDITED)
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2023
|
|
2022
|
|
% Change
|
Members: (5)
|
|
|
|
|
|
|
Medicare
Advantage
|
|
131,557
|
|
128,731
|
|
2.2 %
|
Medicare ACO
REACH
|
|
64,328
|
|
39,615
|
|
62.4 %
|
Total
Medicare
|
|
195,885
|
|
168,346
|
|
16.4 %
|
Medicaid
|
|
62,717
|
|
73,865
|
|
(15.1) %
|
ACA
|
|
53,549
|
|
52,385
|
|
2.2 %
|
Total
members
|
|
312,151
|
|
294,596
|
|
6.0 %
|
|
|
|
|
|
|
|
Member
months:
|
|
|
|
|
|
|
Medicare
Advantage
|
|
1,262,062
|
|
1,102,625
|
|
14.5 %
|
Medicare ACO
REACH
|
|
595,564
|
|
367,326
|
|
62.1 %
|
Total
Medicare
|
|
1,857,626
|
|
1,469,951
|
|
26.4 %
|
Medicaid
|
|
699,673
|
|
627,634
|
|
11.5 %
|
ACA
|
|
752,287
|
|
411,138
|
|
83.0 %
|
Total member
months
|
|
3,309,586
|
|
2,508,723
|
|
31.9 %
|
|
|
|
|
|
|
|
Per Member Per Month
("PMPM"): (6)
|
|
|
|
|
|
|
Medicare
Advantage
|
|
$
1,107
|
|
$
1,189
|
|
(6.9) %
|
Medicare ACO
REACH
|
|
$
1,378
|
|
$
1,320
|
|
4.4 %
|
Total
Medicare
|
|
$
1,194
|
|
$
1,222
|
|
(2.3) %
|
Medicaid
|
|
$
181
|
|
$
223
|
|
(18.8) %
|
ACA
|
|
$
14
|
|
$
48
|
|
(70.8) %
|
Total PMPM
|
|
$
711
|
|
$
780
|
|
(8.8) %
|
|
|
|
|
|
|
|
Medical
centers
|
|
133
|
|
151
|
|
|
|
|
|
|
(5) Membership
reflects end of period results, which excludes membership related
to the Sale Transaction.
|
(6) Nine months ended
September 30, 2023 PMPM includes the members from the Sale
Transaction that occurred on September 25, 2023, which were
approximately 14,450 members.
|
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SOURCE Cano Health, Inc.