Contract

Exhibit 99.1

On September 25, 2023, Xxxx Health, LLC (“Xxxx Health”), a wholly-owned subsidiary of Xxxx Health, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Primary Care Holdings II, LLC, a wholly owned subsidiary of Humana Inc. (“CenterWell”), Xxxx Health Texas, PLLC and Xxxx Health Nevada, PLLC (together with Xxxx Health, the “Sellers” and each, a “Seller”), and, for the limited purposes provided therein, the Company. Pursuant to the terms of the Agreement, CenterWell acquired from the Sellers substantially all of the assets associated with the operation of Xxxx Health’s senior-focused primary care centers in Texas and Nevada (such centers, the “Centers,” and such transaction, the “Transaction”). The Transaction is considered a significant disposition for purposes of Item 2.01 of Form 8-K.

The unaudited pro forma condensed combined financial statements present financial information to give effect to the sale of the Centers. The unaudited pro forma condensed combined balance sheet as of June 30, 2023, presents the consolidated financial position of the Company, assuming the sale occurred on that date, with an adjustment made to allocate goodwill to the net assets of the Centers based on the purchase price received in the Transaction in relation to the Company’s current estimate of enterprise value. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 present the combined results of continuing operations, assuming the sale occurred on January 1, 2022. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 present the combined results of continuing operations, assuming the sale occurred on January 1, 2022.

The unaudited pro forma condensed combined financial information is subject to the assumptions and adjustments described in the accompanying notes. The assumptions and adjustments are based on information presently available. Actual adjustments may differ materially from the information presented. The unaudited pro forma condensed combined financial information and accompanying notes should be read in connection with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2022, and its Quarterly Report on Form 10-Q for the period ended June 30, 2023.

The unaudited pro forma condensed combined financial information presented is for informational purposes only. It is not intended to represent or be indicative of the consolidated results of operations or financial condition that would have occurred had the sale been completed as of the dates presented, nor is it intended to purport to project future results of operations or financial condition.

UNAUDITED PRO FORMA

CONDENSED COMBINED STATEMENT OF OPERATIONS

for the Six Months Ended June 30, 2023

		Xxxx Health, Inc. (Historical)				Texas and Nevada Pro forma Adjustments [a]				Other Pro forma Adjustments				Notes		Pro Forma Combined
Revenue
Capitated revenue		$	1,584,397			$	(37,487	)		$	—					$	1,546,910
Fee-for-service and other revenue			49,258				(3,702	)			—						45,556
Total revenue			1,633,655				(41,189	)			—						1,592,466
Operating expenses:
Third-party medical costs			1,477,960				(31,811	)			—						1,446,149
Direct patient expense			125,184				(9,687	)			—						115,497
Selling, general and administrative expenses			195,890				(13,622	)			—						182,268
Depreciation and amortization expense			54,473				(2,986	)			—						51,487
Transaction costs and other			19,211				(704	)			—						18,507
Change in fair value of contingent consideration			(15,900	)			—				—						(15,900	)
Credit loss on other assets			62,000				—				—			[c]			62,000
Total operating expenses			1,918,818				(58,810	)			—						1,860,008
Income / (Loss) from operations			(285,163	)			17,621				—						(267,542	)
Interest expense			(50,224	)			80				—						(50,144	)
Interest income			99				—				—						99
Change in fair value of warrant liabilities			331				—				—						331
Other income (expense)			1,755				(133	)			—						1,622
Total other income / (expense)			(48,039	)			(53	)			—						(48,092	)
Net income / (loss) before income tax expense			(333,202	)			17,568				—						(315,634	)
Income tax expense / (benefit)			(1,872	)			(145	)			—						(2,017	)
Net income / (loss)			(331,330	)			17,713				—						(313,617	)
Net loss attributable to non-controlling interests			(162,427	)			—				8,683			[b]			(153,744	)
Net loss attributable to Class A common stockholders		$	(168,903	)		$	17,713			$	(8,683	)				$	(159,873	)
Net income (loss) per share attributable to Class A common stockholders, basic		$	(0.66	)		$	0.07			$	(0.03	)				$	(0.62	)
Net income (loss) per share attributable to Class A common stockholders, diluted		$	(0.66	)		$	0.07			$	(0.03	)				$	(0.62	)
Weighted-average shares outstanding:
Basic			257,317,766														257,317,766
Diluted			257,317,766														257,317,766

Notes to Pro Forma Adjustments

[a] These adjustments remove the historical income statement amounts associated with the sale of the assets associated with the operation of Xxxx Health’s primary care centers located in Texas and Nevada.

[b] This adjustment represents the impact of the transaction on our Net loss attributable to non-controlling interests for the six months ended June 30, 2023.

[c] This amount relates to an allowance for credit losses related to a third party receivable.

UNAUDITED PRO FORMA

CONDENSED COMBINED STATEMENT OF OPERATIONS

for the Year Ended December 31, 2022

		Xxxx Health, Inc. (Historical)				Texas and Nevada Pro forma Adjustments [a]				Other Pro forma Adjustments				Notes		Pro Forma Combined
Revenue
Capitated revenue		$	2,606,916			$	(53,580	)		$	—					$	2,553,336
Fee-for-service and other revenue			132,000				(9,415	)			—						122,585
Total revenue			2,738,916				(62,995	)									2,675,921
Operating expenses:
Third-party medical costs			2,062,356				(36,664	)			—						2,025,692
Direct patient expense			254,867				(22,408	)			—						232,459
Selling, general and administrative expenses			422,443				(38,749	)			—						383,694
Depreciation and amortization expense			90,640				(3,951	)			—						86,689
Transaction costs and other			27,435				(1,959	)			—						25,476
Change in fair value of contingent consideration			(5,025	)			—				—						(5,025	)
Goodwill impairment loss			323,000				—				—			[c]			323,000
Total operating expenses			3,175,716				(103,731	)			—						3,071,985
Income / (Loss) from operations			(436,800	)			40,736				—						(396,064	)
Interest expense			(62,495	)			24				—						(62,471	)
Interest income			14				—				—						14
Loss on extinguishment of debt			(1,428	)			—				—						(1,428	)
Change in fair value of warrant liabilities			72,771				—				—						72,771
Other income (expense)			1,706				(179	)									1,527
Total other income / (expense)			10,568				(155	)			—						10,413
Net income / (loss) before income tax expense			(426,232	)			40,581				—						(385,651	)
Income tax benefit / (expense)			2,157				—				—						2,157
Net income / (loss)			(428,389	)			40,581				—						(387,808	)
Net loss attributable to non-controlling interests			(221,117	)			—				20,946			[b]			(200,171	)
Net loss attributable to Class A common stockholders		$	(207,272	)		$	40,581			$	(20,946	)				$	(187,637	)
Net income (loss) per share attributable to Class A common stockholders, basic		$	(0.95	)		$	0.19			$	(0.10	)				$	(0.86	)
Net income (loss) per share attributable to Class A common stockholders, diluted		$	(0.95	)		$	0.19			$	(0.10	)				$	(0.86	)
Weighted-average shares outstanding:
Basic			219,166,852														219,166,852
Diluted			219,166,852														219,166,852

Notes to Pro Forma Adjustments

[a] These adjustments remove the historical income statement amounts associated with the sale of the assets associated with the operation of Xxxx Health’s primary care centers located in Texas and Nevada.

[b] This adjustment represents the impact of the transaction on our Net loss attributable to non-controlling interests for the year ended December 31, 2022.

[c] The amount relates to a goodwill impairment charge for the year ended December 31, 2022.

UNAUDITED PRO FORMA

CONDENSED COMBINED BALANCE SHEET

as of June 30, 2023

		Xxxx Health, Inc. (Historical)				Texas and Nevada [a]				Other Pro forma Adjustments				Notes		Pro Forma Combined
Assets
Current assets:
Cash, cash equivalents and restricted cash		$	27,721			$	—			$	33,542			[b]		$	61,263
Accounts receivable, net of unpaid service provider costs			107,164				—				—						107,164
Prepaid expenses and other current assets			31,450				(1,152	)			1,850			[c]			32,148
Total current assets			166,335				(1,152	)			35,392						200,575
Property and equipment, net			129,330				(36,331	)			—						92,999
Operating lease right-of-use assets			174,581				(18,755	)			—						155,826
Goodwill			480,044				(31,227	)			—						448,817
Payor relationships, net			551,913				—				—						551,913
Other intangibles, net			199,761				—				—						199,761
Other assets			5,358				(465	)			—						4,893
Total assets			1,707,322				(87,930	)			35,392						1,654,784
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses			124,821				(1,064	)			—						123,757
Current portion of notes payable			109,667				—				—						109,667
Current portion of finance lease liabilities			2,972				—				—						2,972
Current portion due to sellers			46,506				(10	)			—						46,496
Current portion of operating lease liabilities			24,958				(2,007	)			—						22,951
Other current liabilities			28,010				(4,640	)			(2,206	)		[d]			21,164
Total current liabilities			336,934				(7,720	)			(2,206	)					327,008
Notes payable, net of current portion and debt issuance costs			922,232				—				—						922,232
Long term portion of operating lease liabilities			163,972				(18,312	)			—						145,660
Warrant liabilities			7,042				—				—						7,042
Long term portion of finance lease liabilities			7,770				—				—						7,770
Due to sellers, net of current portion			1,050				—				—						1,050
Long term portion of contingent consideration			1,400				—				—						1,400
Other liabilities			31,149				(931	)			(29,141	)		[d]			1,077
Total liabilities			1,471,549				(26,963	)			(31,347	)					1,413,239
Shares of Class A common stock			28				—				—						28
Shares of Class B common stock			25				—				—						25
APIC			601,589				—				—						601,589
Accumulated deficit			(454,935	)			(60,966	)			66,739			[e]			(455,797	)
											(6,634	)		[f]
Total Stockholders’ Equity before non-controlling interests			146,707				(60,966	)			60,105						145,845
Non-controlling			89,066				—				6,634			[f]			95,700
Total Stockholders’ Equity			235,773				(60,966	)			66,739						241,545
Total Liabilities and Stockholders’ Equity			1,707,322				(87,930	)			35,392						1,654,784

Notes to Pro Forma Adjustments

[a] These adjustments remove (i) the historical balance sheet amounts associated with Xxxx Health’s primary care centers located in Texas and Nevada and (ii) goodwill of $31.2 million that has been allocated to the net assets using an estimated relative fair value of those Texas and Nevada businesses in accordance with ASC 350.

[b] This adjustment reflects the cash received upon closing of the Transaction.

[c] This adjustment reflects a holdback amount retained by the buyer to satisfy indemnification obligations and is to be paid to the Company six months after closing

[d] These adjustments relate to liabilities released by the Buyer as part of the Transaction.

[e] This adjustment represents the total Transaction value. The total Transaction value of approximately $66.7 million less approximately $62.2 million of estimated net assets sold represents the estimated gain to the Company.

[f] This adjustment reflects the rebalancing of the non-controlling interest for the removal of the Transaction.