Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | Cano Health, Inc. |
Entity Central Index Key | 0001800682 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash, cash equivalents and restricted cash | $ 319,277,000 | $ 33,807,000 | $ 29,192,000 |
Accounts receivable, net of unpaid service provider costs (Related parties comprised $123 and $50,015 as of June 30, 2021 and December 31, 2020, respectively) | 131,831,000 | 76,709,000 | |
Inventory | 1,176,000 | 922,000 | |
Prepaid expenses and other current assets | 20,105,000 | 8,937,000 | |
Total current assets | 472,389,000 | 120,375,000 | |
Property and equipment, net (Related parties comprised $15,683 and $22,659 as of June 30, 2021 and December 31, 2020, respectively) | 46,358,000 | 38,126,000 | |
Goodwill | 546,312,000 | 234,328,000 | |
Payor relationships, net | 395,185,000 | 189,570,000 | |
Other intangibles, net | 194,315,000 | 36,785,000 | |
Other assets | 4,654,000 | 4,362,000 | |
Total assets | 1,659,213,000 | 623,546,000 | |
Current liabilities: | |||
Current portion of notes payable | 5,488,000 | 4,800,000 | |
Current portion of equipment loans | 324,000 | 314,000 | |
Current portion of capital lease obligations | 978,000 | 876,000 | |
Current portion of contingent consideration | 12,347,000 | ||
Accounts payable and accrued expenses (Related parties comprised $112 as of December 31, 2020) | 46,465,000 | 33,180,000 | |
Deferred revenue (Related parties comprised $988 as of December 31, 2020) | 1,313,000 | 988,000 | |
Current portions due to sellers | 22,020,000 | 27,129,000 | |
Other current liabilities | 3,734,000 | 1,333,000 | |
Total current liabilities | 92,669,000 | 68,620,000 | |
Notes payable, net of current portion and debt issuance costs | 525,830,000 | 456,745,000 | |
Warrants liabilities | 123,843,000 | ||
Equipment loans, net of current portion | 891,000 | 873,000 | |
Capital lease obligations, net of current portion | 1,667,000 | 1,580,000 | |
Deferred rent (Related parties comprised $92 as of December 31, 2020) | 4,868,000 | 3,111,000 | |
Deferred revenue, net of current portion (Related parties comprised $4,277 as of December 31, 2020) | 4,623,000 | 4,277,000 | |
Due to seller, net of current portion | 13,976,000 | ||
Contingent consideration | 5,172,000 | ||
Other liabilities (Related parties comprised $8,142 as of December 31, 2020) | 16,471,000 | 11,648,000 | |
Total liabilities | 770,862,000 | 566,002,000 | |
Stockholders' Equity / Members' Capital | |||
Members' capital | 157,591,000 | ||
Additional paid-in capital | 389,892,000 | ||
Accumulated deficit | (37,640,000) | (99,913,000) | |
Notes receivable, related parties | (136,000) | (134,000) | |
Total Stockholders' Equity / Members' Capital | 352,164,000 | 57,544,000 | (5,288) |
Non-controlling interests | 536,187,000 | ||
Total Stockholders' Equity / Members' Capital | 888,351,000 | 57,544,000 | 98,463,000 |
Total Liabilities and Stockholders' Equity / Members' Capital | 1,659,213,000 | 623,546,000 | |
Jaws Acquisition Corp | |||
Current assets: | |||
Cash | 1,037,124 | ||
Cash, cash equivalents and restricted cash | 1,037,124 | ||
Prepaid expenses | 187,493 | ||
Total current assets | 1,224,617 | ||
Deferred offering costs | 45,568 | ||
Cash and marketable securities held in Trust Account | 690,306,930 | ||
Total assets | 691,531,547 | 45,568 | |
Current liabilities: | |||
Accrued expenses | 2,180,406 | 5,288 | |
Accrued offering costs | 45,568 | ||
Total current liabilities | 2,180,406 | 50,856 | |
Warrant liability | 90,539,999 | ||
Deferred underwriting fee payable | 24,150,000 | ||
Total liabilities | 116,870,405 | 50,856 | |
Commitments (Note 6) | |||
Ordinary shares subject to possible redemption, 56,966,114 and no shares at $10.00 per share as of December 31, 2020 and 2019, respectively | 569,661,141 | ||
Stockholders' Equity / Members' Capital | |||
Additional paid-in capital | 33,882,053 | ||
Accumulated deficit | (28,884,980) | (5,288) | |
Total Stockholders' Equity / Members' Capital | 5,000,001 | (5,288) | |
Total Liabilities and Stockholders' Equity / Members' Capital | 691,531,547 | $ 45,568 | |
Class A common stock | |||
Stockholders' Equity / Members' Capital | |||
Common stock, value | 17,000 | ||
Class A common stock | Jaws Acquisition Corp | |||
Stockholders' Equity / Members' Capital | |||
Common stock, value | 1,203 | ||
Class B common stock | |||
Stockholders' Equity / Members' Capital | |||
Common stock, value | $ 31,000 | ||
Class B common stock | Jaws Acquisition Corp | |||
Stockholders' Equity / Members' Capital | |||
Common stock, value | $ 1,725 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, net | $ 123 | $ 50,015 | |
Property and equipment, net | $ 15,683 | 22,659 | |
Accounts payable and accrued expenses related parties current | 112 | ||
Deferred revenue due to related parties current | 988 | ||
Deferred rent due to related parties non-current | 92 | ||
Deferred revenue due to related parties non-current | $ 4,277 | ||
Jaws Acquisition Corp | |||
Shares subject to possible redemption | 56,966,114 | 0 | |
Shares subject to possible redemption, price per share | $ 10 | $ 10 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Class A common stock | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | |
Common stock, shares, issued | 170,299,189 | ||
Common stock, shares, outstanding | 170,299,189 | ||
Class A common stock | Jaws Acquisition Corp | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | |
Common stock, shares, issued | 12,033,886 | 0 | |
Common stock, shares, outstanding | 12,033,886 | 0 | |
Shares subject to possible redemption | 56,966,114 | ||
Class B common stock | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares, issued | 306,843,662 | ||
Common stock, shares, outstanding | 306,843,662 | ||
Class B common stock | Jaws Acquisition Corp | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 40,000,000 | 40,000,000 | |
Common stock, shares, issued | 17,250,000 | 1 | |
Common stock, shares, outstanding | 17,250,000 | 1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Revenue: | ||||||
Capitated revenue (Related parties comprised $150,479 and $97,438, and $335,383 and $107,747, in the three months ended June 30, 2021 and 2020, and in the six months ended June 30, 2021 and 2020, respectively) | $ 379,210,000 | $ 163,927,000 | $ 646,261,000 | $ 291,643,000 | ||
Fee-for-service and other revenue (Related parties comprised $219 and $213, and $631 and $344, in the three months ended June 30, 2021 and 2020, and in the six months ended June 30, 2021 and 2020, respectively) | 13,953,000 | 7,279,000 | 27,037,000 | 14,861,000 | ||
Total revenue | 393,163,000 | 171,206,000 | 673,298,000 | 306,504,000 | ||
Operating expenses: | ||||||
Third-party medical costs (Related parties comprised $115,975 and $70,555, and $249,819 and $76,943, in the three months ended June 30, 2021 and 2020, and in the six months ended June 30, 2021 and 2020, respectively) | 291,816,000 | 112,040,000 | 486,862,000 | 197,353,000 | ||
Direct patient expense (Related parties comprised $64 and $448, and $1,488 and $1,223, in the three months ended June 30, 2021 and 2020, and in the six months ended June 30, 2021 and 2020, respectively) | 43,782,000 | 22,554,000 | 78,069,000 | 40,333,000 | ||
Selling, general, and administrative expenses (Related parties comprised $1,600 and $1,133, and $3,112 and $1,939, in the three months ended June 30, 2021 and 2020, and in the six months ended June 30, 2021 and 2020, respectively) | 46,574,000 | 21,859,000 | 81,422,000 | 42,843,000 | ||
Depreciation and amortization expense | 7,945,000 | 3,977,000 | 13,791,000 | 7,362,000 | ||
Transaction costs and other (Related parties comprised $1,465 and $4,209, and $1,483 and $5,369, in the three months ended June 30, 2021 and 2020, and in the six months ended June 30, 2021 and 2020, respectively) | 16,374,000 | 15,687,000 | 25,613,000 | 22,138,000 | ||
Total operating expenses | 406,491,000 | 176,117,000 | 685,757,000 | 310,029,000 | ||
Operating costs | 406,491,000 | 176,117,000 | 685,757,000 | 310,029,000 | ||
Loss from operations | (13,328,000) | (4,911,000) | (12,459,000) | (3,525,000) | ||
Other income and expense: | ||||||
Interest expense | (9,714,000) | (5,717,000) | (20,340,000) | (9,382,000) | ||
Interest income (Related parties comprised $79 and $157, in the three months ended June 30, 2020, and in the six months ended June 30, 2020, respectively) | 1,000 | 79,000 | 2,000 | 159,000 | ||
Loss on extinguishment of debt | (13,225,000) | (13,225,000) | ||||
Change in fair value of embedded derivative | (306,000) | (306,000) | ||||
Change in fair value of warrant liabilities | 39,215,000 | 39,215,000 | ||||
Other expense | (25,000) | (150,000) | (25,000) | (150,000) | ||
Total other income (expense) | 16,252,000 | (6,094,000) | 5,627,000 | (9,679,000) | ||
Net income (loss) before income tax benefit | 2,924,000 | (11,005,000) | (6,832,000) | (13,204,000) | ||
Income tax benefit | 2,023,000 | 19,000 | 1,309,000 | 32,000 | ||
Net income (loss) | 4,947,000 | (10,986,000) | (5,523,000) | (13,172,000) | ||
Net loss attributable to non-controlling interests | (4,533,000) | 0 | (15,003,000) | 0 | ||
Net income attributable to Class A common stockholders | $ (5,288) | $ 9,480,000 | $ 9,480,000 | |||
Net loss per common share: | ||||||
Net income per share to Class A common stockholders, basic | $ 0.06 | $ 0.06 | ||||
Net loss per share to Class A common stockholders, diluted | $ (0.03) | $ (0.03) | ||||
Weighted-average shares used in computation of earnings per share: | ||||||
Basic | 167,134,853 | 166,691,634 | ||||
Diluted | 168,884,315 | 167,571,198 | ||||
Jaws Acquisition Corp | ||||||
Operating expenses: | ||||||
Total operating expenses | 5,288 | $ 3,176,907 | ||||
Operating costs | 5,288 | 3,176,907 | ||||
Transaction costs | 2,536,382 | 2,536,382 | 2,536,382 | |||
Loss from operations | (5,288) | (5,713,289) | ||||
Other income and expense: | ||||||
Interest income (Related parties comprised $79 and $157, in the three months ended June 30, 2020, and in the six months ended June 30, 2020, respectively) | 306,930 | |||||
Change in fair value of warrant liabilities | (23,473,333) | |||||
Income tax benefit | 0 | |||||
Net income (loss) | (5,288) | (28,879,692) | ||||
Net income attributable to Class A common stockholders | (5,288) | $ (2,560,151) | $ (2,563,564) | (28,879,692) | ||
Jaws Acquisition Corp | Class A common stock | ||||||
Other income and expense: | ||||||
Interest income (Related parties comprised $79 and $157, in the three months ended June 30, 2020, and in the six months ended June 30, 2020, respectively) | 306,930 | |||||
Net income (loss) | $ 306,930 | |||||
Earnings Per Share, Basic and Diluted | $ 0 | |||||
Jaws Acquisition Corp | Class B common stock | ||||||
Other income and expense: | ||||||
Net income (loss) | $ (5,288) | $ (28,879,692) | ||||
Earnings Per Share, Basic and Diluted | $ (5,288) | $ (0.15) | $ (0.15) | $ (1.69) | ||
Jaws Acquisition Corp | Class A Redeemable Ordinary Shares | ||||||
Other income and expense: | ||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 69,000,000 | |||||
Jaws Acquisition Corp | Class B Non-redeemable Ordinary Shares | ||||||
Other income and expense: | ||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 1 | 17,250,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATION (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Capitation revenues related parties | $ 150,479 | $ 97,438 | $ 335,383 | $ 107,747 |
Revenue from service and other revenue related parties | 219 | 213 | 631 | 344 |
Medical costs related parties | 115,975 | 70,555 | 249,819 | 76,943 |
Direct patient expense related parties | 64 | 448 | 1,488 | 1,223 |
Selling general and administrative expense related parties | 1,600 | 1,133 | 3,112 | 1,939 |
Transaction costs and other related parties | $ 1,465 | 4,209 | $ 1,483 | 5,369 |
Interest income related party | $ 79 | $ 157 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY / MEMBERS' CAPITAL - USD ($) | Total | Previously Reported | Jaws Acquisition Corp | Jaws Acquisition CorpPreviously Reported | Jaws Acquisition CorpSponsor | Notes Receivable | Notes ReceivablePreviously Reported | Member's Capital | Member's CapitalPreviously Reported | Member's CapitalRevision of Prior Period, Adjustment | Common StockClass A common stock | Common StockClass A common stockJaws Acquisition Corp | Common StockClass B common stock | Common StockClass B common stockJaws Acquisition Corp | Common StockClass B common stockJaws Acquisition CorpSponsor | Additional Paid-in Capital | Additional Paid-in CapitalRevision of Prior Period, Adjustment | Additional Paid-in CapitalJaws Acquisition Corp | Additional Paid-in CapitalJaws Acquisition CorpSponsor | Accumulated Deficit | Accumulated DeficitPreviously Reported | Accumulated DeficitJaws Acquisition Corp | Non-Controlling Interests | Non-Controlling InterestsPreviously Reported |
Balance at the beginning at Dec. 26, 2019 | ||||||||||||||||||||||||
Balance at the beginning (in shares) at Dec. 26, 2019 | 0 | |||||||||||||||||||||||
Members' contributions (in shares) | 1 | |||||||||||||||||||||||
Net loss | (5,288) | $ (5,288) | $ (5,288) | |||||||||||||||||||||
Balance at the end at Dec. 31, 2019 | 98,463,000 | $ (130,000) | $ 123,242,000 | (25,041,000) | $ 392,000 | |||||||||||||||||||
Balance at the end at Dec. 31, 2019 | (5,288) | (5,288) | (5,288) | |||||||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2019 | 1 | |||||||||||||||||||||||
Members' contributions | 101,906,000 | 101,906,000 | ||||||||||||||||||||||
Stock-based compensation expense | 112,000 | 112,000 | ||||||||||||||||||||||
Issuance of common stock for acquisitions | 34,300,000 | 34,300,000 | 792,000 | |||||||||||||||||||||
Issuance of common stock for due to sellers balance | 2,158,000 | 2,158,000 | ||||||||||||||||||||||
Interest on notes receivable | (2,000) | (2,000) | ||||||||||||||||||||||
Net income (loss) | (13,172,000) | (13,172,000) | ||||||||||||||||||||||
Net loss | (2,563,564) | $ (27,182) | ||||||||||||||||||||||
Balance at the end at Jun. 30, 2020 | 223,765,000 | (132,000) | 261,718,000 | (38,213,000) | 392,000 | |||||||||||||||||||
Balance at the beginning at Dec. 31, 2019 | 98,463,000 | (130,000) | 123,242,000 | (25,041,000) | 392,000 | |||||||||||||||||||
Balance at the beginning at Dec. 31, 2019 | (5,288) | (5,288) | (5,288) | |||||||||||||||||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 1 | |||||||||||||||||||||||
Members' contributions | $ 25,000 | $ 1,725 | $ 23,275 | |||||||||||||||||||||
Members' contributions (in shares) | 17,250,000 | |||||||||||||||||||||||
Cancellation of Class B ordinary share (in shares) | (1) | |||||||||||||||||||||||
Sale of Class A shares in initial public offering, less fair value of public warrants, net of offering costs (As Restated) | 608,787,788 | $ 6,900 | $ 608,780,888 | |||||||||||||||||||||
Sale of units (in shares) | 69,000,000 | |||||||||||||||||||||||
Excess of fair value of private placement warrants over cash received | (5,266,666) | (5,266,666) | ||||||||||||||||||||||
Ordinary shares subject to possible redemption | (569,661,141) | $ (5,697) | (569,655,444) | |||||||||||||||||||||
Ordinary shares subject to possible redemption (in shares) | (56,966,114) | |||||||||||||||||||||||
Net loss | (28,879,692) | (2,869,977) | (28,879,692) | |||||||||||||||||||||
Balance at the end at Dec. 31, 2020 | 57,544,000 | (134,000) | $ 31,000 | $ 157,591,000 | $ (157,560,000) | 157,560,000 | (99,913,000) | |||||||||||||||||
Balance at the end at Dec. 31, 2020 | 57,544,000 | 5,000,001 | $ 1,203 | $ 1,725 | $ 33,882,053 | $ (28,884,980) | ||||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2020 | 306,843,662 | 14,629,533 | 292,214,129 | 12,033,886 | 17,250,000 | |||||||||||||||||||
Balance at the beginning at Mar. 31, 2020 | 110,915,000 | (131,000) | $ 137,881,000 | (27,227,000) | 392,000 | |||||||||||||||||||
Members' contributions | 91,321,000 | 91,321,000 | ||||||||||||||||||||||
Stock-based compensation expense | 58,000 | 58,000 | ||||||||||||||||||||||
Issuance of common stock for acquisitions | 30,300,000 | 30,300,000 | ||||||||||||||||||||||
Issuance of common stock for due to sellers balance | 2,158,000 | 2,158,000 | ||||||||||||||||||||||
Interest on notes receivable | (1,000) | (1,000) | ||||||||||||||||||||||
Net income (loss) | (10,986,000) | (10,986,000) | ||||||||||||||||||||||
Net loss | $ (2,560,151) | $ (23,769) | ||||||||||||||||||||||
Balance at the end at Jun. 30, 2020 | 223,765,000 | (132,000) | 261,718,000 | (38,213,000) | 392,000 | |||||||||||||||||||
Balance at the beginning at Dec. 31, 2020 | 57,544,000 | (134,000) | 31,000 | $ 157,591,000 | $ (157,560,000) | 157,560,000 | (99,913,000) | |||||||||||||||||
Net loss prior to business combination | (32,078,000) | (32,078,000) | ||||||||||||||||||||||
Business Combination and PIPE financing | 773,093,000 | $ (31,000) | $ 17,000 | $ 31,000 | 169,093,000 | 85,663,000 | 518,320,000 | |||||||||||||||||
Business Combination and PIPE financing (in shares) | (306,843,662) | 166,243,491 | 306,843,662 | |||||||||||||||||||||
Stock-based compensation expense | 3,239,000 | 3,239,000 | ||||||||||||||||||||||
Issuance of common stock for acquisitions | 60,000,000 | 60,000,000 | (792,000) | |||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 4,055,698 | |||||||||||||||||||||||
Interest on notes receivable | (2,000) | |||||||||||||||||||||||
Net income (loss) | 26,555,000 | 9,480,000 | 17,075,000 | |||||||||||||||||||||
Net loss | 9,480,000 | |||||||||||||||||||||||
Balance at the end at Jun. 30, 2021 | 888,351,000 | (136,000) | $ 17,000 | $ 31,000 | 389,892,000 | (37,640,000) | 536,187,000 | |||||||||||||||||
Balance at the end at Jun. 30, 2021 | 352,164,000 | |||||||||||||||||||||||
Balance at the end (in shares) at Jun. 30, 2021 | 170,299,189 | 306,843,662 | ||||||||||||||||||||||
Balance at the beginning at Mar. 31, 2021 | 47,144,000 | $ 47,144,000 | (135,000) | $ (135,000) | $ 31,000 | $ 157,662,000 | $ (157,631,000) | 157,631,000 | $ 157,631,000 | (110,383,000) | $ (110,383,000) | 0 | $ 0 | |||||||||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 306,843,662 | 14,629,533 | 292,214,129 | |||||||||||||||||||||
Net loss prior to business combination | (21,608,000) | (21,608,000) | ||||||||||||||||||||||
Business Combination and PIPE financing | 773,093,000 | $ (31,000) | $ 17,000 | $ 31,000 | 169,093,000 | 85,663,000 | 518,320,000 | |||||||||||||||||
Business Combination and PIPE financing (in shares) | (306,843,662,000) | 166,243,491,000 | 306,843,662,000 | |||||||||||||||||||||
Stock-based compensation expense | 3,168,000 | 3,168,000 | ||||||||||||||||||||||
Issuance of common stock for acquisitions | 60,000,000 | 60,000,000 | (792,000) | 792,000 | ||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 4,055,698 | |||||||||||||||||||||||
Interest on notes receivable | (1,000) | (1,000) | ||||||||||||||||||||||
Net income (loss) | 26,555,000 | 9,480,000 | 17,075,000 | |||||||||||||||||||||
Net loss | 9,480,000 | |||||||||||||||||||||||
Balance at the end at Jun. 30, 2021 | 888,351,000 | $ (136,000) | $ 17,000 | $ 31,000 | $ 389,892,000 | $ (37,640,000) | $ 536,187,000 | |||||||||||||||||
Balance at the end at Jun. 30, 2021 | $ 352,164,000 | |||||||||||||||||||||||
Balance at the end (in shares) at Jun. 30, 2021 | 170,299,189 | 306,843,662 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Cash Flows from Operating Activities: | ||||
Net loss | $ (5,523,000) | $ (13,172,000) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization expense | 13,791,000 | 7,362,000 | ||
Change in fair value of contingent consideration | (211,000) | |||
Change in fair value of embedded derivative | 306,000 | |||
Change in fair value of warrant liabilities | (39,215,000) | |||
Loss on extinguishment of debt | 13,225,000 | |||
Amortization of debt issuance costs | 8,540,000 | 1,089,000 | ||
Equity-based compensation | 3,239,000 | 112,000 | ||
Paid in kind interest expense | 1,188,000 | |||
Interest earned on marketable securities held in Trust Account | (2,000) | (159,000) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (54,973,000) | (17,806,000) | ||
Inventory | (254,000) | (273,000) | ||
Other assets | (5,925,000) | (20,000) | ||
Prepaid expenses and other current assets | (16,790,000) | (268,000) | ||
Accounts payable and accrued expenses (Related parties comprised $123 and $(52) as of June 30, 2021 and 2020, respectively) | 23,407,000 | 9,033,000 | ||
Deferred rent (Related parties comprised $115 as of June 30, 2021) | 1,757,000 | 564,000 | ||
Deferred revenue (Related parties comprised $671 as of June 30, 2021) | 671,000 | |||
Other liabilities (Related parties comprised $456 as of June 30, 2021) | 1,681,000 | (1,258,000) | ||
Net cash used in operating activities | (56,580,000) | (13,143,000) | ||
Cash Flows from Investing Activities: | ||||
Purchase of property and equipment (Related parties comprised $2,864 and $1,025 as of June 30, 2021 and 2020, respectively) | (7,730,000) | (3,971,000) | ||
Acquisitions of subsidiaries including non-compete intangibles, net of cash acquired | (617,576,000) | (205,325,000) | ||
Payments to sellers | (23,963,000) | (36,628,000) | ||
Advances to related parties | (2,000) | |||
Net cash used in investing activities | (649,269,000) | (245,926,000) | ||
Cash Flows from Financing Activities: | ||||
Contributions from member | 101,906,000 | |||
Business combination and PIPE financing | 935,362,000 | |||
Interest accrued due to sellers | 957,000 | |||
Payments of long-term debt | (402,572,000) | (338,000) | ||
Debt issuance costs | (11,274,000) | (11,356,000) | ||
Proceeds from long-term debt | 295,000,000 | 150,000,000 | ||
Proceeds from delayed draw term loan | 175,000,000 | |||
Repayments of delayed draw term loan | (2,350,000) | |||
Proceeds from revolving credit facility | 9,700,000 | |||
Repayments of revolving credit facility | (9,700,000) | |||
Proceeds from insurance financing arrangements | 4,355,000 | 2,599,000 | ||
Payments of principal on insurance financing arrangements | (2,941,000) | (1,567,000) | ||
Repayments of equipment loans | (154,000) | (187,000) | ||
Repayments of capital lease obligations | (64,000) | (464,000) | ||
Net cash provided by financing activities | 991,319,000 | 240,593,000 | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | 285,470,000 | (18,476,000) | ||
Cash, cash equivalents and restricted cash at beginning of year | 33,807,000 | 29,192,000 | $ 29,192,000 | |
Cash, cash equivalents and restricted cash at end of period | $ 29,192,000 | 319,277,000 | 10,716,000 | 33,807,000 |
Supplemental cash flow information: | ||||
Interest paid | (11,925,000) | (8,294,000) | ||
Non-cash investing and financing activities: | ||||
Issuance of securities by Cano Health, Inc. in connection with acquisitions | 60,000,000 | |||
Issuance of securities in PCIH in connection with acquisitions | 34,300,000 | |||
Contingent Consideration In Connection With Acquisitions | 9,600,000 | |||
Due to sellers in connection with acquisitions | 295,000 | 16,288,000 | ||
Humana Affiliate Provider clinic leasehold improvements | 2,864,000 | 1,025,000 | ||
Capital lease obligations entered into for property and equipment | 52,000 | 482,000 | ||
Equipment loan obligations entered into for property and equipment | 183,000 | 103,000 | ||
Issuance of security in exchange for balance due to sellers | 2,158,000 | |||
Jaws Acquisition Corp [Member] | ||||
Cash Flows from Operating Activities: | ||||
Net loss | (5,288) | (28,879,692) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of warrant liabilities | 23,473,333 | |||
Formation cost paid through promissory note—related party | 3,413 | |||
Interest earned on marketable securities held in Trust Account | (306,930) | |||
Transaction costs | 2,536,382 | 2,536,382 | ||
Changes in operating assets and liabilities: | ||||
Changes in fair value warrant liability | 23,473,333 | |||
Prepaid expenses | (160,693) | |||
Accrued expenses | 5,288 | 2,180,406 | ||
Net cash used in operating activities | (1,153,781) | |||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (690,000,000) | |||
Net cash used in investing activities | (690,000,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 677,100,000 | |||
Proceeds from sale of Private Placement Warrants | 15,800,000 | |||
Repayment of promissory note — related party | (274,059) | |||
Payments of offering costs | (435,036) | |||
Net cash provided by financing activities | 692,190,905 | |||
Net Change in Cash | 1,037,124 | |||
Cash, cash equivalents and restricted cash at beginning of year | $ 1,037,124 | |||
Cash, cash equivalents and restricted cash at end of period | 1,037,124 | |||
Non-cash investing and financing activities: | ||||
Initial classification of Class A ordinary shares subject to possible redemption | 595,991,034 | |||
Change in value of Class A ordinary shares subject to possible redemption | (26,329,893) | |||
Deferred underwriting fee payable | 24,150,000 | |||
Initial classification of warrant liabilities | 67,066,666 | |||
Offering costs included in accrued offering costs | 45,568 | |||
Payment of offering costs through promissory note — related party | 238,558 | |||
Payment of prepaid expenses through promissory note — related party | 26,800 | |||
Offering cost paid directly by Sponsor from proceeds of issuance of Class B ordinary shares | 25,000 | |||
Payment of accrued expenses through promissory note — related party | $ 5,288 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Accounts Payable And Accrued Expenses Current | ||
Due to related parties, current | $ 123 | $ (52) |
Deferred Rent Non Current | ||
Due to related parties, Non current | 115 | |
Deferred Revenue | ||
Due to related parties | 671 | |
Other Liabilities Non Current [Member] | ||
Due to related parties, Non current | 456 | |
Purchase Of Property And Equipment Non Current | ||
Due from related parties, Non current | $ 2,864 | $ 1,025 |
Nature of Business And Operatio
Nature of Business And Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Operations | 1. NATURE OF BUSINESS AND OPERATIONS Nature of Business Cano Health, Inc. (“Cano Health”, or the “Company”), formerly known as Primary Care (ITC) Intermediate Holdings, LLC, provides value-based medical care for its members through a network of primary care physicians across the U.S. and Puerto Rico. The Company focuses on high-touch population health and wellness services to Medicare Advantage, Medicare Global and Professional Direct Contracting (“DC”) and Medicaid capitated members, particularly in underserved communities by leveraging a p r 90 owned medical centers and over 280 employed providers (physicians, nurse practitioners, and physician assistants), and maintained affiliate relationships with over 800 physicians. The Company also operates pharmacies in the network for the purpose of providing a full range of managed care services to its members. On June 3, 2021 (the “Closing Date”), Jaws Acquisition, Corp. (“Jaws”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of November 11, 2020 (as amended, the “Business Combination Agreement”) by and among Jaws Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), Primary Care (ITC) Intermediate Holdings, LLC (“PCIH”), and PCIH’s sole member, Primary Care (ITC) Holdings, LLC (“Seller” or “Parent”). Upon the closing of the Business Combination, Jaws was reincorporated in the State of Delaware and changed its name to “Cano Health, Inc.” Unless the context requires “the Company”, “we”, “us”, and “our” refer, for periods prior to the completion of the Business Combination, to PCIH and its consolidated subsidiaries, and for periods upon or after the completion of the Business Combination, to Cano Health, Inc. and its consolidated subsidiaries, including PCIH, LLC and its subsidiaries. Pursuant to the Business Combination Agreement, on the Closing Date, Jaws contributed cash to PCIH in exchange for 69.0 million common units Following the consummation of the Business Combination, substantially all of the Company’s assets and operations are held and conducted by PCIH and its subsidiaries. As the Company is a holding company with no material assets other than its ownership of PCIH Common Units and its managing member interest in PCIH, the Company has no independent means of generating revenue or cash flow. The Company’s ability to pay taxes and pay dividends depend on the financial results and cash flows of PCIH and the distributions it receives from PCIH. The Company’s only assets are equity interests in PCIH, which represented a 35.1% and 35.7% controlling ownership as of the Closing Date and June 30, 2021, respectively. Certain members of PCIH who retained their common unit interests in PCIH held the remaining 64.9% and 64.3% non-controlling non-economic The following table represents the structure of the combined company upon the completion of the Business Combination and inclusive of the subsequent acquisition of University Health Care and its affiliates (“University”), as shown in Note 3, “ Business Acquisitions Our organizational structure following the completion of the Business Combination, as shown above, is commonly referred to as an umbrella partnership-C (or Up-C) corporation structure. This organizational structure allowed the Seller, the former sole owner and managing member of PCIH, to retain its equity ownership in PCIH, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of PCIH Common Units. The former stockholders of Jaws and the PIPE Investors who, prior to the Business Combination, held Class A ordinary shares or Class B ordinary shares of Jaws, by contrast, received equity ownership in Cano Health, Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes. Subject to the terms and conditions set forth in the Business Combination Agreement, the Seller and its equity holders received aggregate consideration with a value equal to $3,534.9 million, which consisted of (i) $466.5 million of cash and (ii) 3,068.4 million shares of Cano Health, Inc.’s common stock or 306.8 million shares of Class B common stock based on a reference stock price of $10.00 per share. Following the closing of the Business Combination, Class A stockholders stockholder shares of Class B common stock and PCIH Common Units are exchanged for shares of Class non-controlling c On June 11, 2021, PCIH acquired University for a total consideration of million. The equity issued on the acquisition close date equated to of share non-controlling s %, respectively. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of changes in equity for the three and six months ended June 30, 2021: (in thousands) Recapitalization Cash - Jaws’ trust and cash, net of redemptions $ 690,705 Cash - PIPE financing 800,000 Less: transaction costs and advisory fees paid (88,745 ) Less: Distribution to PCIH shareholders (466,598 ) Net Business Combination and PIPE financing 935,362 Plus: Non-cash 96 Plus: Accrued transaction costs 8,860 Less: Capitalized transaction costs (8,167 ) Less: Warrant liability assumed (163,058 ) Net contributions from Business Combination and PIPE financing $ 773,093 Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The portion of an entity not wholly-owned by the Company is presented as non-controlling The Company has interests in various entities and considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses cont r Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to use this extended transition period until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period. Accordingly, our condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. The Company could be an emerging growth company for up to five years after the first sale of our Class A common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”). If, however, certain events occur prior to the end of such five-year period, including if the Company becomes a “large accelerated filer,” our annual gross non-convertible securities Risks and Uncertainties As of June 30, 2021, the Company’s coverage area is primarily in the State of Florida. Given this concentration, the Company is subject to adverse economic, regulatory, or other developments in the State of Florida that could have a material adverse effect on the Company’s financial conditions and operations. In addition, federal, state and local laws and regulations concerning healthcare affect the healthcare industry. The Company’s long-term success is dependent on the ability to successfully generate revenues; maintain or reduce operating costs; obtain additional funding when needed; and ultimately, achieve profitable operations. The Company is not able to predict the content or impact of future changes in laws and regulations affecting the healthcare industry; however, management believes that its existing cash position will be sufficient to fund operating and capital expenditure requirements through at least twelve months from the date of issuance of these condensed consolidated financial statements. |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Jaws Acquisition Corp [Member] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Jaws Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on December 27, 2019. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of Primary Care (ITC) Holdings, LLC, a Delaware limited liability company (the “Seller”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on May 13, 2020. On May 18, 2020, the Company consummated the Initial Public Offering of 69,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 9,000,000 Units, at $10.00 per Unit, generating gross proceeds of $690,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,533,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to Jaws Sponsor LLC (the “Sponsor”), generating gross proceeds of $15,800,000, which is described in Note 5. Transaction costs amounted to $37,748,594, consisting of $12,900,000 of underwriting fees (including an aggregate amount of $900,000 reimbursed by the underwriters for application towards the Company’s offering expenses), $24,150,000 of deferred underwriting fees and $698,594 of other offering costs. Following the closing of the Initial Public Offering on May 18, 2020, an amount of $690,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. So long as the Company’s securities are then listed on the NYSE, the Company’s initial Business Combination must be with one or more target businesses that together have a fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts and taxes payable on the income earned) at the time of the signing of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon and who vote at a shareholder meeting, are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor, executive officers and directors (the “initial shareholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The initial shareholders have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of the Company’s initial Business Combination and (ii) a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the Combination Period (defined below) or (B) with respect to any other provision relating to the rights of holders of the Public Shares. The Company will have until May 18, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern Consideration As of December 31, 2020, the Company had $1,037,124 in its operating bank account, and working capital deficit of approximately $955,789. The Company incurred a net loss for the year ended December 31, 2020 of $28,879,692 and cash used in operating activities of $1,153,781. The Company’s liquidity needs up to December 31, 2020 were satisfied through a contribution of $25,000 from Sponsors to cover certain expenses in exchange for the issuance of the Founder Shares, the loan of $300,000 from the Sponsors pursuant to a Promissory Note (defined below, see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Promissory Note as of May 18, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (defined below, see Note 5). As of December 31, 2020, there were no amounts outstanding under the Working Capital Loans. Management has determined that the Company has access to funds from the Sponsors, and the Sponsors have the financial wherewithal to fund the Company, that are sufficient to fund our working capital needs until the consummation of an initial business combination or for a minimum of one year from the date of issuance of the financial statements. Over this time period, the Company will be using these funds for paying existing accounts payable, performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating and consummating the Business Combination. |
Restatement
Restatement | 12 Months Ended |
Dec. 31, 2020 | |
Jaws Acquisition Corp [Member] | |
Restatement | Note 2—Restatement On April 12, 2021 the Securities and Exchange Commission (the “SEC”) released a public statement highlighting the potential accounting implications of certain terms of warrants issued by Special Purpose Acquisition Companies (“SPACs”). Management of the Company and the Audit Committee of the Board of Directors of the Company concluded that the Company’s previously issued financial statements and related disclosures as of and for the year ended December 31, 2020, and as of and for the three and six months ended June 30, 2020 and three and nine months ended September 30, 2020 should no longer be relied upon. Upon reviewing the SEC’s public statement and evaluating the terms of its warrant agreements, the Company determined that it had improperly classified its Public Warrants and Private Placement Warrants as shareholders’ equity. In accordance with ASC 815-40 “Derivatives and Hedging–Contracts in Entity’s Own Equity”, the Company has concluded that its Public Warrants and Private Placement Warrants should be classified as a liability at fair value on its balance sheet, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and Private Placement, which were previously charged to shareholders’ equity, should be allocated to the warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. Further discussion on the related terms and analysis resulting in this conclusion can be found in Note 3. We are restating the financial statements and related disclosures as of and for the year ended December 31, 2020 and unaudited quarterly financial information as of and for the three and six months ended June 30, 2020 and three and nine months ended September 30, 2020, and as of the consummation of the Company’s Initial Public Offering on May 18, 2020, to correct misstatements associated with the Company’s classification of its Public Warrants and Private Placement Warrants on its balance sheet, in accordance with ASC Topic 250, “Accounting Changes and Error Corrections”. Description of Restatement Tables See below for a reconciliation from the previously reported to the restated amounts for the periods as of and for the year ended December 31, 2020, and as of and for the three and six months ended June 30, 2020 and three and nine months ended September 30, 2020. The previously reported amounts were derived from our Annual Report on Form 10-K months ended September 30, 2020 filed on August 13, 2020 and November 10, 2020, respectively. These amounts are labeled as “As Previously Reported” in the table below. The amounts labeled “Adjustment” represent the effects of this Restatement due to the change in classification of the Public Warrants and Private Placement Warrants from shareholders’ equity to liability on the balance sheet, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date. Also included in the amounts labeled “Adjustment” is the effect of expensing transaction costs in the statement of operations that were previously charged to shareholders’ equity and have been allocated to the warrants based on their relative fair value against total proceeds. The correction of this misstatement related to the change in fair value of the warrant liabilities and the related expensing of allocated transaction costs resulted in an expense to the company’s statement of operations of $26,009,715 for the year ended December 31, 2020, $2,536,382 for the three and six months ended June 30, 2020, and $6,981,715 for the three and nine months ended September 30, 2020. There was no impact to net cash used in operating, investing, and financing activities for the year ended December 31, 2020, three and six months ended June 30, 2020, and three and nine months ended September 30, 2020 as a result of this Restatement. The following presents a reconciliation of the balance sheets and statement of operations from the prior periods as previously reported to the restated amounts as of June 30, 2020, September 30, 2020, and December 31, 2020, for the three and six months ended June 30, 2020, three and nine months ended September 30, 2020 and year ended December 31, 2020. The statement of shareholders’ equity for the year ended December 31, 2020 has been restated for the restatement impact to net income (loss) and ordinary shares subject to possible redemption: As Previously Reported Adjustments As Restated Balance sheet as of June 30, 2020 Warrant liability $ — $ 67,066,666 $ 67,066,666 Ordinary shares subject to possible redemption 663,043,930 (67,066,666 ) 595,977,264 Class A ordinary shares 270 671 941 Accumulated deficit (32,470 ) (2,536,382 ) (2,568,852 ) Additional paid-in capital 5,030,481 2,535,711 7,566,192 Balance sheet as of September 30, 2020 Warrant liability $ — $ 71,511,999 $ 71,511,999 Ordinary shares subject to possible redemption 662,944,994 (71,511,999 ) 591,432,995 Class A ordinary shares 271 715 986 Accumulated deficit (131,406 ) (6,981,715 ) (7,113,121 ) Additional paid-in capital 5,129,416 6,981,000 12,110,416 Balance sheet as of December 31, 2020 Warrant liability $ — $ 90,539,999 $ 90,539,999 Ordinary shares subject to possible redemption 660,201,140 (90,539,999 ) 569,661,141 Class A ordinary shares 298 905 1,203 Accumulated deficit (2,875,265 ) (26,009,715 ) (28,884,980 ) Additional paid-in capital 7,873,243 26,008,810 33,882,053 Three months ended June 30, 2020 Transaction costs $ — $ (2,536,382 ) $ (2,536,382 ) Net loss (23,769 ) (2,536,382 ) (2,560,151 ) Basic and diluted net loss per share, Class B (0.00 ) (0.15 ) (0.15 ) Six months ended June 30, 2020 Transaction costs $ — $ (2,536,382 ) $ (2,536,382 ) Net loss (27,182 ) (2,536,382 ) (2,563,564 ) Basic and diluted net loss per share, Class B (0.00 ) (0.15 ) (0.15 ) Three months ended September 30, 2020 Change in fair value of warrant liability $ — $ (4,445,333 ) $ (4,445,333 ) Net loss (98,936 ) (4,445,333 ) (4,544,269 ) Basic and diluted net loss per share, Class B (0.01 ) (0.26 ) (0.27 ) As Previously Reported Adjustments As Restated Nine months ended September 30, 2020 Transaction costs $ — $ (2,536,382 ) $ (2,536,382 ) Change in fair value of warrant liability — (4,445,333 ) (4,445,333 ) Net loss (126,118 ) (6,981,715 ) (7,107,833 ) Basic and diluted net loss per share, Class B (0.02 ) (0.40 ) (0.42 ) Year ended December 31, 2020 Transaction costs $ — $ (2,536,382 ) $ (2,536,382 ) Change in fair value of warrant liability — (23,473,333 ) (23,473,333 ) Net loss (2,869,977 ) (26,009,715 ) (28,879,692 ) Basic and diluted net loss per share, Class B (0.18 ) (1.51 ) (1.69 ) The impact to the balance sheet dated May 18, 2020, filed on Form 8-K on May 22, 2020 related to the impact of accounting for public and private warrants as liabilities at fair value resulting in a $67,066,666 increase to the warrant liabilities line item on May 18, 2020 and offsetting decrease to the Class A ordinary shares subject to redemption mezzanine equity line item. The impact to the balance sheet dated May 18, 2020 also included the effect of expensing $2,536,382 of transaction costs in the statement of operations that were previously charged to shareholders’ equity and have been allocated to the warrants based on their relative fair value against total proceeds. This charge resulted in an increase to accumulated deficit and additional paid-in capital. There is no change to total shareholders’ equity at any reported balance sheet date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of the Company at June 30, 2021 and December 31, 2020, and the results of operations, cash flows and changes in equity for the three and six months ended June 30, 2021 and 2020 have been included. The results of operations and cash flows for the three and six months ended June 30, 2021 are not necessarily indicative of the results of operations and cash flows that may be reported for the remainder of 2021 or any other future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements for the year ended December 31, 2020. The Company was deemed the accounting acquirer in the Business Combination of Jaws based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) Topic 805, “ Business Combinations” Nature of Business” While Jaws was the legal acquirer in the Business Combination, because the Company was deemed the accounting acquirer, the historical financial statements of PCIH became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the condensed consolidated financial statements reflect the historical operating results of PCIH prior to the Business Combination, the combined results of Jaws and the Company following the close of the Business Combination, the assets and liabilities of the Company at their historical cost, and the Company’s equity structure for all periods presented. Warrant Liabilities The Company assumed 23.0 million public warrants (“Public Warrants”) and 10.53 million a The Public Warrants became exercisable 30 days after the consummation of the Business Combination, which occurred on June 3, 2021. The Public Warrants will expire five years after the consummation of the F-17 Business Combination, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that so long as the Private Placement Warrants are held by the Sponsor or any of its permitted transferees, the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis”, (ii) may not be transferred, assigned or sold until thirty ( ) days after the completion of the initial Business Combination, (iii) shall not be redeemable by the Company when the Class A ordinary shares equal or exceed $ , and (iv) shall only be redeemable by the Company when the Class A ordinary shares are less than $18.00 per share, subject to certain adjustments. The Company evaluated the Public Warrants and Private Placement Warrants and concluded that they do not meet the criteria to be classified as shareholders’ equity in accordance with ASC 815-40, Derivatives and Hedging–Contracts in Entity’s Own Equity sheets Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with Customers”, Under ASC 606, the Company recognizes revenue when a customer obtains control of the promised goods or services. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company transfers to the customer (i.e. patient). At contract inception, once the contract is determined to be within the scope of ASC 606, management reviews the contract to determine which performance obligations must be satisfied and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The Company derives its revenue primarily from its capitated fees for medical services provided under capitated arrangements, fee-for-service Capitated revenue is derived from fees for medical services provided by the Company under capitated arrangements with health maintenance organizations’ (“HMOs”) health plans. Capitated revenue consists of revenue earned through Medicare as well as through commercial and other non-Medicare Since contractual terms across these arrangements are similar, the Company groups them into one portfolio. The Company identifies a single performance obligation to stand-ready to provide healthcare services to enrolled members. Capitated revenues is In 2020, the Company entered into multi-year agreements with Humana, Inc. (“Humana”), a managed care organization, to provide services only to members covered by Humana in certain centers. The agreements contain an administrative payment from Humana in exchange for the Company providing certain care coordination services during the contract term. The care coordination payments are refundable to Humana on a pro-rata Fee-for-service fee-for-service Pharmacy revenues is generated from the sales of prescription medication to patients. These contracts contain a single performance obligation. The Company satisfies its performance obligation and recognizes revenue at the time the patient takes possession of the merchandise. The Company’s revenue from its revenue streams described in the preceding paragraphs for the three and six months ended June 30, 2021 and 2020 was as follows: Three Months Ended June 30, (in thousands) 2021 2020 Revenue $ Revenue % Revenue $ Revenue % Capitated revenue: Medicare $ 334,700 85.1 % $ 129,385 75.6 % Other capitated revenue 44,510 11.4 % 34,542 20.2 % Total capitated revenue 379,210 96.5 % 163,927 95.8 % Fee-for-service Fee-for-service 4,389 1.1 % 1,246 0.7 % Pharmacy 8,217 2.1 % 5,718 3.3 % Other 1,347 0.3 % 315 0.2 % Total fee-for-service 13,953 3.5 % 7,279 4.2 % Total revenue $ 393,163 100.0 % $ 171,206 100.0 % Six Months Ended June 30, 2021 2020 (in thousands) Revenue $ Revenue % Revenue $ Revenue % Capitated revenue: Medicare $ 561,079 83.3 % $ 235,395 76.8 % Other capitated revenue 85,182 12.7 % 56,248 18.4 % Total capitated revenue 646,261 96.0 % 291,643 95.2 % Fee-for-service Fee-for-service 8,937 1.3 % 3,011 1.0 % Pharmacy 15,523 2.3 % 11,054 3.6 % Other 2,577 0.4 % 796 0.2 % Total fee-for-service 27,037 4.0 % 14,861 4.8 % Total revenue $ 673,298 100.0 % $ 306,504 100.0 % As the performance obligations from the Company’s revenues recognized at a point in time and the revenues recognized over time relate to contracts with a duration of one year or less, the Company elected the practical expedient in ASC 606-10-50-14(a) Third-Party Medical Costs Third-party medical costs primarily consist of all medical expenses paid by the health plans or CMS, including inpatient and hospital care, specialists, and medicines for which the Company bears risk. Direct Patient Expense Direct patient expense primarily consists of costs incurred in the treatment of the patients, including the compensation related to medical service providers and technicians, medical supplies, purchased medical services, drug costs for pharmacy sales, and payments to third-party providers. Third-party medical costs and direct patient expense collectively represent the cost of services provided. Significant Vendor The Company’s primary provider of pharmaceutical drugs and pharmacy supplies accounted for approximately 96% and 100% of the Company’s pharmaceutical drugs and supplies expense for the three and six months ended June 30, 2021, and 2020 respectively. As a result of the University acquisition, described in Note 3, “ Business Acquisitions Concentration of Risk Contracts with three of the HMOs accounted for approximately 64.9% and 68.6% of total revenues for the three and six months ended June 30, 2021, respectively, and approximately 60.0% of total accounts receivable as of June 30, 2021. Contracts with three of the HMOs accounted for approximately 68.0% and 65.1% Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash deposits in excess of the Federal Deposit Insurance Corporation insured limit of $0.3 million. At times, such cash balances may be in excess of insured amounts. Cash and Restricted Cash Cash and cash equivalents are highly liquid investments purchased with original maturities of three months or less. During the second quarter of 2021, two health plans required the Company to maintain restricted cash balances for an aggregate amount of $0.6 million. These restricted cash balances are included within the caption cash and restricted cash in the accompanying condensed consolidated balance sheets. Inventory Inventory consists entirely of pharmaceutical drugs and is valued at the lower of cost (under the first-in, first-out Accounts Receivable, Net of Unpaid Service Provider Costs Accounts receivable are carried at amounts the Company deems collectible. Accordingly, an allowance is provided in the event an account is considered uncollectible. As of June 30, 2021 and December 31, 2020, the Company believes no allowance is necessary. The ultimate collectability of accounts receivable may d i 606-10-32-18 Included in accounts receivable are Medicare Risk Adjustment (“MRA”) receivables which is an estimate derived from adjustments based on the health status of members and demographic characteristics of the plan. The health status of members is $82.0 million and $18.1 million as of June 30, 2021 and December 31, 2020, respectively, for MRA receivables. As of June 30, 2021 and December 31, 2020, the Company’s accounts receivable are presented net of the unpaid service provider costs. A right of offset exists when all of the following conditions are met: 1) each of the two parties owed the other determinable amounts; 2) the reporting party has the right to offset the amount owed with the amount owed to the other party; 3) the reporting party intends to offset; and 4) the right of offset is enforceable by law. The Company believes all of the aforementioned conditions existed as of June 30, 2021 and December 31, 2020. Accounts receivable balances are summarized below: As of, (in thousands) June 30, 2021 December 31, 2020 Accounts receivable $ 130,641 $ 113,089 Medicare risk adjustment 82,030 18,144 Unpaid service provider costs (80,840 ) (54,524 ) Accounts receivable, net $ 131,831 $ 76,709 Activity in unpaid service provider cost for the six months ended June 30, 2021 and 2020 is summarized below: For the six months ended June 30, (in thousands) 2021 2020 Balance as at January 1, $ 54,524 $ 19,968 Incurred related to: Current year 305,665 147,031 Prior years (519 ) (5,429 ) 305,146 141,602 Paid related to: Current year 224,825 79,331 Prior years 54,005 41,418 278,830 120,749 Balance as at June 30, $ 80,840 $ 40,821 The foregoing reconciliation reflects a change in estimate during the six months ended June 30, 2021 and June 30, 2020 related to unpaid service provider costs of approximately $0.5 million and $5.4 million, r e Unpaid Service Provider Cost Provider costs are accrued based on the date of services rendered to members, based in part on estimates, including an accrual for medical services incurred but not reported (“IBNR”). Liabilities for IBNR are estimated using standard actuarial methodologies including the Company’s accumulated statistical data, adjusted for current experience. These actuarially determined estimates are continually reviewed and updated. Differences between estimated IBNR and actual amounts incurred are adjusted as an increase or decrease to service provider cost in the condensed consolidated statements of operation in the period they become known. The Company believes the amounts accrued to cover claims incurred and unpaid as of June 30, 2021 and December 31, 2020 are adequate. However, as the amount of unpaid service provider cost is based on estimates, the ultimate amounts paid to settle these liabilities might vary from recorded amounts, and these differences may be material. The Company maintains a provider excess loss insurance policy to protect against claim expenses exceeding certain levels that were incurred by the Company on behalf of members. As of June 30, 2021 and F-22 December 31, 2020, the Company’s excess loss insurance deductible was $0.1 million and maximum coverage was $2.0 million per member per calendar year. The Company recorded excess loss insurance premiums of $1.8 million and $3.5 million, and insurance reimbursements of $0.8 million and $1.8 million, for the three and six months ended June 30, 2021, respectively. The Company recorded excess loss insurance premiums of $1.2 million and $2.3 million, and no insurance reimbursements, for the three and six months ended June 30, 2020, respectively. The Company recorded these amounts on a net basis in the caption third-party medical costs in the accompanying condensed consolidated statements of operations. The Company records excess loss insurance recoveries in accounts receivable on the accompanying condensed consolidated balance sheets. As of June 30, 2021 and December 31, 2020, the Company recorded insurance recoveries of $1.5 million and $2.5 million, respectively. Debt Issuance Costs Debt issuance costs represent fees incurred by the Company in connection with securing funding from a lender. These are lender fees and third-party professional fees that would not have been incurred if the Company did not pursue and secure financing. In circumstances where an embedded derivative is bifurcated from a host credit agreement and recorded as a standalone instrument at fair value, the debt issuance costs will reflect the initial fair value of such derivative. At inception of a credit agreement, these debt issuance costs are capitalized and presented net against the carrying amount of the related debt liabilities in the accompanying condensed consolidated balance sheets. Following recognition, they are amortized over the term of their related credit agreement through interest expense in the accompanying statements of operations through the effective interest method. In instances where there is no related debt drawn or outstanding, the debt issuance costs are presented in prepaid and other current assets and other assets on the accompanying condensed consolidated balance sheets. As of June 30, 2021 and December 31, 2020, the Company recorded capitalized deferred issuance cost balances of $16.8 million and $24.9 million, respectively, in the accompanying condensed consolidated balance sheets, as described in Note 10, “ Long-Term Debt As described in Note 10, “Long-Term Debt” The Company recorded $1.1 million and $3.3 million of amortization of deferred financing costs for the three and six months ended June 30, 2021, respectively. The Company recorded amortization expense of $0.8 million and $0.8 million for the three and six months ended June 30, 2020. Amortization expense is reflected under the caption interest expense in the accompanying condensed consolidated statements of operations. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. The Company capitalizes asset purchases as well as major improvements that extend the useful life or add functionality in amounts greater than one thousand dollars. Depreciation and amortization are computed using the straight-line method over the life of the assets, ranging from three Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation and amortization are removed from the accounts and any gain or loss is included in the accompanying condensed consolidated statements of operations. Impairment of Long-Lived Assets The Company periodically reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets acquired. The goodwill arising from acquisitions is a result of synergies that are expected to be derived from elimination of duplicative costs and the achievement of economies of scale. The Company assesses goodwill for impairment on an annual basis and between tests if events occur or circumstances exist that would reduce the fair value of a reporting unit below its carrying amount. The Company performs its annual assessment on the first of October. Goodwill is evaluated for impairment at the reporting unit level. The Company has identified a single reporting unit. First, the Company performs a qualitative analysis to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value and a quantitative impairment test is required. If required, the Company applies the quantitative test to identify and measure the amount of impairment by comparing the fair value of the reporting unit, which the Company estimates on an income approach using the present value of expected future cash flows of the reporting unit to its carrying value. The Company considered the effect of the COVID-19 Intangibles, Net The Company’s intangibles consist of trade names, brand, non-compete, Deferred Rent Minimum rent, including fixed escalations, is recorded on a straight-line basis over the lease term. The lease term commences when the Company takes possession of the leased premises and, in most cases, ends upon expiration of the initial non-cancelable Professional and General Liability As a healthcare provider, the Company is subject to medical malpractice claims and lawsuits. The Company may also be liable, as an employer, for the negligence of healthcare professionals it employs or the healthcare professionals it engages as independent contractors. To mitigate a portion of this risk, the Company maintains medical malpractice insurance, principally on a claims-made basis, with a reputable insurance provider. This policy contains a retroactive feature which covers claims incurred at the sites the Company operates, regardless if the claim was filed after the site’s respective policy term. The policy contains various limits and deductibles. Loss contingencies, including medical malpractice claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable, and an amount or range of loss can be reasonably estimated. The Company maintains a malpractice insurance policy with a coverage limit of $1.0 million per occurrence and $3.0 million aggregate coverage, with an umbrella policy coverage of $5.0 million. Any amounts over that threshold, or for which the insurance policy will not cover, will be borne by the Company and may materially affect the Company’s future consolidated financial position, results of operations, and cash flows. As of June 30, 2021 and December 31, 2020, the Company has recorded claims liabilities of $0.4 million and $0.1 million, respectively, in other liabilities. Insurance recoverables were immaterial as of June 30, 2021 and December 31, 2020, and are recorded in other assets on the accompanying condensed consolidated balance sheets. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. Advertising and marketing costs expensed totaled approximately $3.1 million and $1.2 million for the three months ended June 30, 2021 and 2020, respectively, and $5.6 million and $2.6 million for the six months ended June 30, 2021 and 2020, respectively. Advertising and marketing costs are included in the caption selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Management Estimates The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions based on available information. Such estimates are based on historical experience and other assumptions that are considered appropriate in the circumstances. However, actual results could differ from those estimates and these differences may be material. Significant estimates made by the Company include, but are not limited to, fair value allocations for intangible assets acquired as part of the Company’s numerous acquisitions, recoverability of goodwill and intangibles, fair value of contingent considerations, unpaid service provider cost liability, and respective revenues and expenses related to these estimates for the years reported. On March 11, 2020, the World Health Organization designated COVID-19 COVID-19 COVID-19 are not limited to, new information that may emerge concerning COVID-19, COVID-19 COVID-19 Income Taxes The acquisition of PCIH was implemented through an “Up-C” Prior to the close of the Business Combination, the Company was treated as a partnership for U.S. income tax purposes, whereby earnings and losses were included in the tax return of its members and taxed depending on the members’ tax situation. While the overall entity was previously treated as a partnership, the Company established in 2019 a subsidiary group that was taxed under Subchapter C with immaterial operations in 2019. The operations of the subsidiary group are conducted through a legal entity domiciled in Puerto Rico. The subsidiary group is subject to Puerto Rico and U.S. Federal taxes and Florida State taxes. Refer to Note 17, “Income Taxes” The Company recognizes and measures tax positions taken or expected to be taken in its tax return based on their technical merit and assesses the likelihood that the positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. Interest and penalties on tax liabilities, if any, would be recorded in the captions interest expense and other expenses, respectively, in the condensed consolidated statements of operations. The U.S. Federal jurisdiction and the State of Florida are the major tax jurisdictions where the Company files income tax returns. The Company is generally subject to U.S. Federal or State examinations by tax authorities for all years since inception. Recent Accounting Pronouncements In February 2016, the FASB established Topic 842, “ Leases”, No. 2016-02, on-balance No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842” No. 2018-10, Codification Improvements to Topic 842, Leases”, No. 2018-11, Targeted Improvements” No. 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors” requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. Under ASC 842, a modified retrospective transition approach is required, and entities may choose to use either the effective date or the beginning of the earliest period presented in the financial statements as the date of initial application, with certain practical expedients available. The Company is in the process of evaluating the practical expediency options for adoption. ASC 842 is effective for fiscal years beginning after December 15, 2021 and for interim periods within fiscal years beginning after December 15, 2022, with early application permitted, and the Company expects to adopt the new standard on the effective date or the date it no longer qualifies as an emerging growth company, whichever is earlier. The Company has identified and contracted with a software vendor for the technology to support compliance with the ASU. In addition, the Company is in the process of identifying the complete population of leases, which includes testing over contracts for any potential embedded leases. Based on the provisions of the ASU, the Company anticipates a material increase in both assets and liabilities when the current operating lease contracts are recorded on the balance sheet. The Company does not yet have a dollar estimate of the impact; however, the Company does not anticipate the update having a material effect on its condensed consolidated statements of operations or cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, No. 2019-10, In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (“Topic 718”) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (“Topic 820”): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In October 2018, the FASB issued ASU 2018-17, Consolidation (“Topic 810”) — Targeted Improvements to Related Party Guidance for Variable Interest Entities In December 2019, the FASB issued ASU 2019-12, | |
Jaws Acquisition Corp | ||
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 56,966,114 Class A ordinary shares subject to possible redemption that are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering and Private Placement. In accordance with ASC 470-20 “Debt-Debt with Conversion and Other Options,” the Company has allocated offering costs incurred to the Public and Private Placement Warrants based on their relative fair value against total proceeds. Offering costs amounting to $35,212,212 were charged to shareholders’ equity and $2,536,382, which were allocated to the Public and Private Placement Warrants, to the statement of operations upon the completion of the Initial Public Offering. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020 and 2019, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 33,533,333 shares of Class A ordinary shares in the aggregate. The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended For the Period As Restated Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 306,930 $ — Net Earnings $ 306,930 — Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 69,000,000 — Earnings/Basic and Diluted Redeemable Class A Ordinary Shares 0.00 — Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (28,879,692 ) (5,288 ) Redeemable Net Earnings (306,930 ) — Non-Redeemable $ (29,186,622 ) (5,288 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 17,250,000 1 Loss/Basic and Diluted Non-Redeemable $ (1.69 ) (5,288 ) Note: As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no securities that are dilutive to the shareholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Warrant Liabilities As disclosed in Note 4, pursuant to the Initial Public Offering, the Company sold 69,000,000 Units, at a purchase price of $10.000 per Unit. Each Unit consists of one Class A ordinary share and one The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that so long as the Private Placement Warrants are held by the Sponsor or any of its Permitted Transferees, the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis”, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company when the class A ordinary shares equal or exceeds $18.00, and (iv) shall only be redeemable by the Company when the class A ordinary shares are less than $ 18.00 The Company evaluated the Public and Private Placement Warrants and concluded that they do not meet the criteria to be classified as shareholders’ equity in accordance with ASC 815-40 “Derivatives and Hedging–Contracts in Entity’s Own Equity”. Specifically, the warrant agreement allows for the exercise of the Public and Private Placement Warrants to be settled in cash upon a tender offer where the maker of the offer owns beneficially more than 50% of the Class A shares following the tender offer. This provision precludes the warrants from being classified as shareholders’ equity as not all of the Company’s shareholders need to participate in such a tender offer to trigger the potential cash settlement. As the Public and Private Placement Warrants also meet the definition of a derivative under ASC 815, upon completion of the Initial Public Offering, the Company recorded these warrants as liabilities on its balance sheet, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and Private Placement, which were previously charged to shareholders’ equity, should be allocated to the warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. Fair Value of Financial Instruments The fair value of the Company’s warrant liabilities does not approximate their carrying amount, and as such, the warrant liabilities are recorded at fair value on the Company’s balance sheet. The fair value of the Company’s assets and other liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions | 3. BUSINESS ACQUISITIONS The Company made the following acquisitions in order to expand its geographical footprint and expand its member base. University Health Care and its affiliates On June 11, 2021, the Company acquired University Health Care and its affiliates (collectively, “University”). The purchase price totaled $611.1 million, of which $541.5 million was paid in cash, $9.6 million in contingent consideration from forfeited acquisition add-ons non-compete The purchase price has been allocated to accounts receivable, net of unpaid service provider costs, inventory, property and equipment, payor relationships, non-compete non-compete (in thousands) Accounts receivable, net of unpaid service provider costs $ 2,217 Inventory 264 Property and equipment, net 1,636 Payor relationships 175,172 Non-compete 45,191 Other acquired intangibles 113,237 Other assets 116 Goodwill 273,427 Accounts payable and accrued expenses (140 ) Total purchase price, including non-compete intangibles $ 611,120 The other acquired intangibles include $110.4 million for the University brand and $2.9 million for provider relationships. Total revenues and net income attributable to the assets acquired in the University acquisition were approximately $30.6 million and $16.1 million, respectively, for the three and six months ended June 30, 2021. HP Enterprises II, LLC and related entities On June 1, 2020, the Company acquired all of the assets of HP Enterprises II, LLC and related entities (collectively, “Healthy Partners”). The purchase price totaled $195.4 million of which $149.3 million was paid in cash (including $18.0 million paid to an escrow agent, of which $17.1 million was released on January 13, 2021 and $0.9 million is to be released on June 1, 2022), and $30.0 million in 923,076 Class A-4 non-compete The purchase price has been allocated to property and equipment, non-compete non-compete (in thousands) Property and equipment $ 2,409 Non-compete 1,022 Acquired intangibles 117,014 Goodwill 74,852 Other assets 87 Total purchase price, including non-compete intangibles $ 195,384 The acquired intangible assets include $20.6 million for the Healthy Partners brand and payor relationships amounting to $96.4 million. Total revenues attributable to the assets acquired in the Healthy Partners acquisition were approximately $98.7 million and $179.0 million for the three months and six months ended June 30, 2021, respectively, and approximately $33.6 million and $33.6 million for the three months and six months ended June 30, 2020, respectively. Net income attributable to the assets acquired in the Healthy Partners acquisition was approximately $10.3 million and $23.3 million for the three months and six months ended June 30, 2021, respectively, and approximately $2.2 million for the three months and six months ended June 30, 2020. Primary Care Physicians and related entities On January 2, 2020, the Company acquired all of the assets of Primary Care Physicians and related entities ( collectively “PCP”). The purchase price totaled $60.2 million, of which $53.6 million was paid in cash and $4.0 million was paid in 123,077 Class A-4 pay-down pay-down non-compete The purchase price has been allocated to cash and cash equivalents, accounts receivable, inventory, property and equipment, non-compete non-compete (in thousands) Cash and cash equivalents $ 191 Accounts receivable 486 Inventory 155 Property and equipment 1,518 Non-compete 846 Acquired intangibles 43,549 Goodwill 13,738 Accounts payable (274 ) Total purchase price, including non-compete intangibles $ 60,209 The acquired intangible assets include $4.0 million for the PCP brand and payor relationships amounting to $39.5 million. Total revenues attributable to the assets acquired in the PCP acquisition were approximately $12.8 million and $4.2 million for the three months ended June 30, 2021 and 2020, respectively, and $23.6 million and $12.6 million for the six months ended June 30, 2021 and 2020, respectively. Net income attributable to the assets acquired in the PCP acquisition was $5.1 million and $0.5 million for the three months ended June 30, 2021 and 2020, respectively, and $8.1 million and $3.7 million for the six months ended June 30, 2021 and 2020, respectively. The net effect of acquisitions to the Company’s assets and liabilities and reconciliation of cash paid for net assets acquired for the six months ended June 30, 2021 and 2020, including amounts related to acquisitions not disclosed above, was as follows: Six Months Ended (in thousands) 2021 2020 Assets Acquired Accounts receivable $ 185 $ 486 Other assets 2,601 433 Property and equipment 2,128 4,012 Goodwill 311,963 89,976 Intangibles 372,210 162,536 Total assets acquired 689,087 257,443 Liabilities Assumed Due to sellers 295 16,288 Contingent consideration 9,600 — Other liabilities 1,616 1,530 Total liabilities assumed 11,511 17,818 Net Assets Acquired 677,576 239,625 Issuance of Parent equity in connection with acquisitions 60,000 34,300 Acquisitions of subsidiaries, including non-compete intangibles, net of cash acquired $ 617,576 $ 205,325 Pro forma information is not presented for all of the Company’s acquisitions during the three months and six months ended June 30, 2021 and 2020 as the information is unavailable for those businesses acquired. Historical financial results were impractical to obtain as those businesses did not prepare financial statements historically. The following unaudited pro forma financial information summarizes the combined results of operations for the Company and its acquisitions of University and HP, as if the companies were combined as of January 1, 2020: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Revenue $ 446,873 $ 281,597 $ 815,143 $ 582,482 Net income (loss) $ 15,940 $ 7,821 $ 22,096 $ 21,073 |
Property And Equipment, Net
Property And Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment, Net | 4. PROPERTY AND EQUIPMENT, NET The following is a summary of property and equipment, net and the related useful lives as of June 30, 2021 and December 31, 2020: As of (in thousands) June 30, 2021 December 31, 2020 Assets Classification Useful Life Leasehold improvements Lesser of lease term or 15 years $ 29,779 $ 25,021 Machinery and equipment 3-12 11,012 8,288 Automobiles 3-5 6,546 4,900 Computer and equipment 5 years 5,376 4,475 Furniture and equipment 3-7 2,876 2,390 Construction in progress 6,582 4,155 Total 62,171 49,229 Less: Accumulated depreciation and amortization (15,813 ) (11,103 ) Property and equipment, net $ 46,358 $ 38,126 Depreciation expense was $2.5 million and $1.4 million for the three months ended June 30, 2021 and 2020, respectively, and $4.7 million and $2.7 million for the six months ended June 30, 2021 and 2020, respectively. The Company paid a related party for construction in progress and leasehold improvements totaling $1.1 million and $1.2 million for the three months ended June 30, 2021 and 2020, respectively, and totaling $2.5 million and $3.2 million for the six months ended June 30, 2021 and 2020, respectively. The Company had $0.1 million due from the related party as of June 30, 2021 and $0.1 million due to the related party as of December 31, 2020, respectively, related to the construction in progress and leasehold improvements. These payments are included in the caption accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. The Company records construction in progress related to vehicles, computer equipment, medical equipment, furniture, and fixtures that have been acquired but have not yet been placed in service as of the reporting date, as well as leasehold improvements currently in progress. |
Goodwill And Intangibles, Net
Goodwill And Intangibles, Net | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangibles, Net | 5. GOODWILL AND INTANGIBLES, NET As of June 30, 2021, the Company’s total intangibles, net consisted of the following: (in thousands) Gross Carrying Accumulated Net Carrying Intangibles: Trade names $ 1,409 $ (708 ) $ 701 Brand 141,073 (3,618 ) 137,455 Non-compete 54,061 (4,791 ) 49,270 Customer relationships 880 (159 ) 721 Payor relationships 412,958 (17,773 ) 395,185 Provider relationships 6,988 (820 ) 6,168 Total intangibles, net $ 617,369 $ (27,869 ) $ 589,500 As of December 31, 2020, the Company’s total intangibles, net consisted of the following: (in thousands) Gross Carrying Accumulated Net Carrying Intangibles: Trade names $ 1,409 $ (630 ) $ 779 Brand 29,486 (2,171 ) 27,315 Non-compete 7,733 (3,373 ) 4,360 Customer relationships 880 (135 ) 745 Payor relationships 201,530 (11,960 ) 189,570 Provider relationships 4,119 (533 ) 3,586 Total intangibles, net $ 245,157 $ (18,802 ) $ 226,355 The Company recorded amortization expense of $5.5 million and $2.6 million for the three months ended June 30, 2021 and 2020, respectively, and $9.1 million and $4.6 million for the six months ended June 30, 2021 and 2020, respectively. Expected amortization expense for the Company’s existing amortizable intangibles for the next five years, and thereafter, as of June 30, 2021 is as follows: Year ending December 31, Amount (in thousands) Remainder of 2021 $ 21,085 2022 41,278 2023 39,504 2024 38,305 2025 37,900 Thereafter 411,428 Total $ 589,500 The Company identified one reporting unit for the annual goodwill impairment testing. No goodwill impairment was identified for the six months ended June 30, 2021 and 2020. |
Capital Lease Obligations
Capital Lease Obligations | 6 Months Ended |
Jun. 30, 2021 | |
Capital Lease Obligations [Abstract] | |
Capital Lease Obligations | 6. CAPITAL LEASE OBLIGATIONS The Company enters into non-cancellable Future minimum lease payments under the capital leases as of June 30, 2021 are due as noted below: Year ending December 31, Amount (in thousands) Remainder of 2021 $ 601 2022 1,110 2023 778 2024 472 2025 36 Total minimum lease payments 2,997 Less: amount representing interest (352 ) 2,645 Less: current maturities (978 ) Total $ 1,667 Future minimum lease payments under the capital leases as of December 31, 2020 are due as noted below: Year ending December 31, Amount (in thousands) 2021 $ 1,038 2022 919 2023 586 2024 271 Total minimum lease payments 2,814 Less: amount representing interest (358 ) 2,456 Less: current maturities (876 ) $ 1,580 |
Equipment Loans
Equipment Loans | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Equipment Loans | 7. EQUIPMENT LOANS The Company has entered into various equipment loans to finance the purchases of property and equipment. Equipment loans were as follows as of June 30, 2021 and December 31, 2020: As of, (in thousands) June 30, 2021 December 31, 2020 Notes payable bearing interest at 17.2%; due July $ 36 $ 51 Notes payable bearing interest at 12.5%, 12.8%, 47 82 Notes payable bearing interest at 10.68%; due 67 58 Notes payable bearing interest at 7.24%; due 82 92 Notes payable bearing interest at 4.15%; due 800 904 Other equipment financing 183 — 1,215 1,187 Less: Current portion (324 ) (314 ) $ 891 $ 873 |
Contract Liabilities
Contract Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Contract Liabilities [Abstract] | |
Contract Liabilities | 8. CONTRACT LIABILITIES As further explained in Note 14, “ Related Party Transactions” A summary of significant changes in the contract liabilities balance during the period is as follows: (in thousands) For the three months ended Balance as at March 31, 2021 $ 6,264 Increases due to amounts collected — Revenues recognized from current period increases (328 ) Balance as at June 30, 2021 $ 5,936 (in thousands) For the six months ended Balance as at January 1, 2021 $ 5,265 Increases due to amounts collected 1,300 Revenues recognized from current period increases (629 ) Balance as at June 30, 2021 $ 5,936 Of the June 30, 2021 contract liabilities balance, the Company expects to recognize as revenue $0.7 million in the remainder of 2021, $1.7 million in 2022, $1.7 million in 2023, $1.5 million in 2024, and $0.3 million in 2025. |
Revolving Credit Facility
Revolving Credit Facility | 6 Months Ended |
Jun. 30, 2021 | |
Line of Credit Facility [Abstract] | |
Revolving Credit Facility | 9. REVOLVING CREDIT FACILITY On November 23, 2020, the Company entered into a credit agreement (“Credit Agreement”) dollar-for-dollar million. As of December 31, 2020, no letters of credit were issued. As of June 30, 2021, the revolving line of credit bore interest at, and issued letters of credit were subject to fees equal to, the London interbank offered rate (“LIBOR”) plus 4.5%. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 10. LONG-TERM DEBT The Company’s notes payable were as follows as of June 30, 2021 and December 31, 2020: Long-Term Debt As of, (in thousands) June 30, 2021 December 31, 2020 Term loan 3 $ 168,174 $ 480,000 Term loan 4 294,263 — Delayed draw term loans 84,991 — Less: Current portion of notes payable (5,488 ) (4,800 ) 541,940 475,200 Less: debt issuance costs (16,110 ) (18,455 ) Notes payable, net of current portion $ 525,830 $ 456,745 Credit Facilities The Company has entered into various credit and guaranty agreements (the “Credit Facilities”). Obligations under the Credit Facilities are secured by substantially all of the Company’s assets. The Credit Facilities contain financial covenants including required total first lien secured debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratios, which apply only if the Company has exceeded a certain amount drawn under its revolving line of credit . As of June 30, 2021, financial covenants did not apply. Term Loan 1 On December 23, 2016, the Company entered into Term Loan 1, which bore interest at a variable rate equal to LIBOR plus an applicable margin (7.5% as of extinguishment on November 23, 2020, 8.0% as of June 30, 2020, and 6.3% as of December 31, 2019). Beginning on March 31, 2017, the Company was required to make quarterly principal payments, which escalated every two years, with the final payment due on June 2, 2025. Following the issuance of Term Loan 3, Term Loan 1 was prepaid by the Company on November 23, 2020, which resulted in the Company’s legal relief from all obligations under Term Loan 1. The Company’s prepayment of Term Loan 1 consisted of a cash payment to the lender for (1) the outstanding principal, (2) the outstanding accrued interest, and (3) legal and prepayment fees. Term Loan 2 On June 1, 2020, the Company entered into a term loan agreement with another lender for up to $130.0 million. Borrowings under Term Loan 2 bore cash interest at a rate of 5.0%, payable quarterly, in addition to interest paid in-kind Term Loan 2 contained specific features that required the Company to pay the lender a make-whole amount in the event of a change in control of the Company or the issuance of additional debt by the Company (each a “make-whole event”). The make-whole amount was calculated as the present value of the scheduled interest between the date of a make-whole event and December 1, 2021 by utilizing a discount rate per annum equal to the United States Treasury securities rate three days prior to the date of the make-whole event plus 0.5%. These features met the criteria to be bifurcated from the host agreement as embedded derivatives under the guidance in ASC 815. At the time the Company entered into Term Loan 2, the likelihood of a make-whole event was deemed more than remote and the Company determined these features contained substantial value to the lender. As such, the derivatives were bifurcated from the host agreement and recorded at the fair value on June 1, 2020 of $51.3 million. The embedded derivatives and the host agreement together represented the combined principal and interest obligations of the Company to the lender. The Company presented the embedded derivatives together with the debt obligation in the condensed consolidated balance sheets. The change in fair market value on embedded derivatives was $0.3 million for the three months and six months ended June 30, 2020, and was recorded under the caption change in fair value of embedded derivative in the accompanying condensed consolidated statements of operations. Following the issuance of Term Loan 3, Term Loan 2 was prepaid by the Company on November 23, 2020 which resulted in the Company’s legal relief from all obligations under Term Loan 2. The Company’s prepayment of Term Loan 2 consisted of a cash payment to the lender for (1) the outstanding principal, (2) the outstanding accrued interest, and (3) legal and prepayment fees. Term Loan 3 In conjunction with the Business Combination with Jaws, the Company entered into a Credit Agreement with Credit Suisse on November 23, 2020 under which Credit Suisse committed to extend credit to the Company in the amount of $685.0 million. The Credit Agreement consists of (1) an initial term loan in the amount of $480.0 million (the “Initial Term Loan”), (2) delayed draw term loans (the “Delayed Draw Term Loans”) up to the aggregate amount of $175.0 million (the “Delayed Draw Term Commitments”), and (3) an initial revolving credit facility in the amount of $30.0 million (the “Initial Revolving Facility”). Term Credit Agreement The Company is required to pay a commitment fee per annum (the “DDTL Ticking Fee”) on the unfunded Delayed Draw Term Commitments, depending on the days elapsed after December 15, 2020 (the “Ticking Fee Start Date”). The DDTL Ticking Fee is calculated on a 360-day • 0% for the period commencing on the Ticking Fee Start Date until the date occurring 30 days thereafter. • 50% of the applicable rate for Delayed Draw Term Loans maintained as Eurodollar borrowings for the period commencing on the 31st day after the Ticking Fee Start Date until the date occurring 60 days after the Ticking Fee Start Date. • 100% of the applicable rate for Delayed Draw Term Loans maintained as Eurodollar borrowings for the period commencing on the 61st day after the Ticking Fee Start Date thereafter. The Company is subject to principal repayments due in arrears on the last business day of each calendar quarter equal to 0.25% of the initial principal amount outstanding for the Initial Term Loan and each Delayed Draw Term Loan, as applicable, based on the funding date of each Delayed Draw Term Loan if and when issued. Payments commenced on March 31, 2021. The outstanding amount of unpaid principal and interest associated with the Initial Term Loan and the Delayed Draw Term Loans is due on the maturity date of November 23, 2027. Prior to the maturity date, the Company may elect to prepay, in whole or in part, the Initial Term Loan and Delayed Draw Term Loans at any time without premium or penalty, other than in connection with certain repricing transactions and customary breakage costs. The Company is also subject to mandatory prepayments on the Initial Term Loan and Delayed Draw Term Loans based on the occurrence of certain events after November 23, 2020 including, (1) an amount equal to a percentage between 50% and 0% of excess cash flow for the year ending December 31, 2021 based on the Company’s first lien net leverage ratio (calculated as total consolidated debt secured by a lien on any collateral divided by consolidated Adjusted EBITDA in accordance with U.S. GAAP) at December 31, 2021, due only if such calculated amount is greater than $3 million, (2) an amount equal to 100% of the net proceeds received in excess of $3 million individually in any fiscal year, or $10 million in the aggregate in any fiscal year, pertaining to the disposition of assets that are not reinvested in assets useful to the Company’s business within 18 months of the disposition date, (3) an amount equal to 100% of the net proceeds received from the issuance of non-permitted ABR borrowings are subject to interest at a rate per annum equal to (1) the greatest of (a) Credit Suisse’s prime rate in effect on such day, (b) the funds effective rate issued by the Federal Reserve Bank of New York in effect on such day plus 0.5%, (c) the LIBOR rate for a one month interest period on such day, as adjusted via multiplication by the Credit Suisse’s statutory reserve rate and subject to a floor of 0.75% on the adjusted rate only for the Initial Term Loan and the Delayed Draw Term Loans, plus % , and (d) solely with respect to the Initial Term Loans and Delayed Draw Term Loans , %, plus (2) the applicable rate of (a) % from between November 23, 2020 to the Closing Date of the Business Combination and (b) % after the Closing Date of the Business Combination, provided that if the Company achieves a public corporate rating from Standard and Poor’s (“S&P”) of at least B and a public credit rating from Moody’s Investors Service (“Moody’s”) of at least B2, then for as long as such ratings remain in effect, a rate of % shall be applicable. Eurodollar borrowings are subject to interest at a rate per annum equal to (1) the LIBOR Rate for a one month interest period on such day, as adjusted via multiplication by the Credit Suisse’s statutory reserve rate and subject to a floor of 0.75% on the adjusted rate only for the Initial Term Loan and the Delayed Draw Term Loans, plus (2) the applicable rate of (a) 4.75% and (b) 4.5% after the Closing Date of the Business Combination, provided that if the Company achieves a public corporate rating from S&P of at least B and a public credit rating from Moody’s of at least B2, then for as long as such ratings remain in effect, a rate of 4.25% shall be applicable. Prior to November 23, 2020, the Company elected to treat the Initial Term Loan and the Initial Revolving Facility as Eurodollar borrowings. The current stated interest rate for the Initial Term Loan and the Initial Revolving Facility is 5.5%. The effective interest rate for the Initial Term Loan is 6.2%. As of June 30, 2021, the Company’s Term Loan 3 and Delayed Draw Term Commitments bore interest of 5.25%. Following the close of the Business Combination, the Company triggered the mandatory prepayment of $400.0 million of the outstanding principal on Term Loan 3 from the net cash proceeds received from the PIPE financing. The Company’s partial extinguishment of this Term Loan consisted of a cash payment to the lender for (1) $400.0 million of the outstanding principal amount, and (2) the outstanding accrued interest in the amount of $0.7 million. The Company recorded a loss on extinguishment of debt of $13.2 million in the six months ended June 30, 2021 which related to unamortized debt issuance costs. Term Loan 4 On June 11, 2021, the Company entered into a new term loan with Credit Suisse for a principal amount of $295.0 million (“Term Loan 4”), subject to the same terms (including interest rate and maturity date) as Term Loan 3 above. Following the partial extinguishment of Term Loan 3 and the issuance of the Term Loan 4, the following table sets forth the Company’s future principal payments as of June 30, 2021, assuming another mandatory prepayment does not occur: (in thousands) Year ending December 31, Amount Remainder of 2021 $ 2,744 2022 5,488 2023 5,488 2024 5,488 2025 5,488 Thereafter 522,732 Total $ 547,428 As of June 30, 2021 and December 31, 2020, the balance of debt issuance costs totaled For the three and six months ended June 30, 2020, the Company recognized interest expense of $5.7 million and $9.4 million, respective |
Due to Sellers
Due to Sellers | 6 Months Ended |
Jun. 30, 2021 | |
Due to Sellers [Abstract] | |
Due to Sellers | 11. DUE TO SELLERS The amounts due to sellers as of June 30, 2021 and December 31, 2020 were $22.0 million and $41.1 million, respectively. Included in the due to sellers balance, there are amounts recorded as part of the initial purchase prices of acquisitions in 2021 and in prior years, including accrued interest and accrued bonuses payable to various sellers as part of their respective employment agreements, as well as other amounts due to sellers. The amount due to sellers was $15.1 million, and the total bonuses owed to sellers were $6.9 million, as of June 30, 2021. The amount due to sellers was $34.5 million, and the total bonuses owed to sellers were $6.6 million, as of December 31, 2020. Total bonus charges to various sellers as part of their respective provider employment agreements amounted to a total of $1.8 million and $3.8 million for the three months and six months ended June 30, 2021, respectively. These charges are included within the caption transaction costs and other within the accompanying condensed consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Measurements | 12. FAIR VALUE MEASUREMENTS ASC 820, “ Fair Value Measurements and Disclosures” The three levels of the fair value hierarchy under the accounting standard are described as follows: • Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. • Level 2 Inputs to the valuation methodology include: • quoted prices for similar assets or liabilities in active markets; • quoted prices for identical or similar assets or liabilities in inactive markets; • inputs other than quoted prices that are observable for the asset or liability; • inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The carrying amounts of financial instruments including cash, accounts receivable, accounts payable, accrued liabilities, due to sellers and short-term borrowings approximate fair value due to the short maturities of such instruments. The fair value of the Company’s debt using Level 2 inputs was approximately $542.9 million and $474.0 million as of June 30, 2021 and December 31, 2020, respectively. The following is a description of the valuation methodology used for liabilities measured at fair value. Contingent Consideration The preceding method described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation method is appropriate and consistent with other market participants, the use of different methodology or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There was a change of $0.5 million and $0.2 million in the fair value of the contingent consideration during the three and six months ended June 30, 2021. Embedded Derivative cash the lender, (2) the market interest rate of the debt agreement without the embedded derivative, and (3) the interest rate premium associated with the embedded derivative. The embedded derivative was entered into on June 1, 2020 in connection with embedded features attached to Term Loan 2 and subsequently derecognized on November 23, 2020 when the Company refinanced its debt. The recurring Level 3 fair value measurements of the embedded derivative liability included the following significant unobservable inputs as of June 1, 2020 and June 30, 2020: Range as of Unobservable Input June 1, 2020 June 30, 2020 Probability of change of control 90 % 90 % Probability of issuance of debt 5 % 5 % Expected date of event Fourth Quarter 2020 Fourth Quarter 2020 Discount rate 39 % 38 % There was an immaterial “Long-Term Debt” Warrant Liabilities: million million Private Placement Warrants outstanding. The Company classifies its Public Warrants and Private Placement Warrants as liabilities in accordance with ASC 815 and measures them at fair value on a recurring basis. The Company’s valuation of the warrant liabilities utilized a binomial lattice in a risk-neutral framework (a special case of the Income Approach). The fair value of the Public Warrants and Private Placement Warrants utilized Level 1 and 3 inputs, respectively. The Private Placement Warrants are based on the significant inputs not observable in the market as of June 3, 2021 and June 30, 2021. The following table provides quantitative information regarding the Level 3 inputs used for the fair value measurements of the warrants liabilities: As of Unobservable Input June 3, 2021 June 30, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 14.75 $ 12.10 Term (years) 5.0 4.9 Volatility 37.1 % 44.8 % Rick free interest rate 0.8 % 0.9 % Dividend yield None None Public warrant price $ 4.85 $ 3.69 The following table l non-recurring (in thousands) Carrying Value Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities measured at fair value on a recurring basis: Contingent consideration $ 12,347 $ — $ — $ 12,347 Public Warrant Liabilities 84,870 84,870 — — Private Placement Warrant Liabilities 38,973 — — 38,973 Total Liabilities $ 136,190 $ 84,870 $ — $ 51,320 There was a change of $12.5 million in the fair value of the Public Warrant Liabilities during the three and six months ended June 30, 2021, and a change of $26.7 million in the fair value of the Private Placement Warrant Liabilities during the three and six months ended June 30, 2021. The change in the fair value of the warrant liabilities is recorded within the Change in fair value of warrant liabilities caption. The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities measured at fair value on a recurring and non-recurring (in thousands) Carrying Value Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities measured at fair value on a recurring basis: Contingent consideration $ 5,172 $ — $ — $ 5,172 Total Liabilities $ 5,172 $ — $ — $ 5,172 Activity of the assets and liabilities measured at fair value using significant unobservable inputs was as follows: Fair Value Measurements 2021 2020 Opening Balance as at April 1, $ 5,457 $ 23,429 Embedded derivative recognized under Term Loan 2 — 51,328 Change in fair value of embedded derivative — 306 Change in fair value of contingent consideration (496 ) — Contingent consideration recognized due to acquisitions — 2,695 Warrants acquired in the Business Combination 163,058 — Change in fair value of warrants (39,215 ) — Contingent consideration settled through equity 9,600 (1,958 ) Contingent consideration payments (2,214 ) — Closing Balance as at June 30, $ 136,190 $ 75,800 Fair Value Measurements 2021 2020 Opening Balance as at January 1, $ 5,172 $ 23,429 Embedded derivative recognized under Term Loan 2 — 51,328 Change in fair value of embedded derivative — 306 Change in fair value of contingent consideration (211 ) — Contingent consideration recognized due to acquisitions — 2,695 Warrants acquired in the Business Combination 163,058 — Change in fair value of warrants (39,215 ) — Contingent consideration settled through equity 9,600 (1,958 ) Contingent consideration payments (2,214 ) — Closing Balance as at June 30, $ 136,190 $ 75,800 | |
Jaws Acquisition Corp [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Measurements | Note 9—Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following is a description of the valuation methodology used for assets and liabilities measured at fair value: US Treasury Securities: held-to-maturity Held-to-maturity Held-to-maturity At December 31, 2020, assets held in the Trust Account were comprised of $12,220 in cash and cash equivalents and $690,294,710, in U.S. Treasury Bills, which are held at amortized cost. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities (Matures on 1/5/2021) 1 $690,294,710 $5,290 $690,300,000 Warrant Liabilities: The fair value of warrant liabilities at December 31, 2020 is as follows: Fair Value Measurements at December 31, 2020 Using: Level 1 Level 2 Level 3 Total Liabilities: Public Warrant liabilities $ 62,100,000 $ — $ — $ 62,100,000 Private Placement Warrant liabilities $ — $ — $ 28,439,999 $ 28,439,999 The following table provides quantitative information regarding the Level 3 inputs used for the fair value measurements: As of May 18, 2020 As of June 30, As of September 30, As of December 31, Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Stock price $ 10.00 $ 10.00 $ 10.41 $ 13.41 Term (years) 5.0 5.0 5.0 5.3 Volatility 45.0 % 45.0 % 29.0 % 12.9 % Risk free interest rate 0.4 % 0.3 % 0.3 % 0.4 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Public warrant price $ 0.00 $ 0.00 $ 2.12 $ 2.70 The following table provides a roll-forward of the fair value of the Company’s warrant liabilities, for which fair value was determined using Level 3 inputs: Warrant liabilities Fair value at December 31, 2019 $ — Issuance of warrants — Fair value at March 31, 2020 — Issuance of warrants 67,066,666 Change in fair value — Fair value at June 30, 2020 67,066,666 Change in fair value 4,445,333 Fair value at September 30, 2020 71,511,999 Change in fair value 19,028,000 Fair value at December 31, 2020 $ 90,539,999 The change in fair value of $23,473,333 was recorded during the year ended December 31, 2020 and is included in the change in fair value of warrant liabilities caption within the accompanying statement of operations. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in July 2020 when the Public Warrants were separately listed and traded. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 13. VARIABLE INTEREST ENTITIES Cano Health Texas, PLLC (“Cano Texas”) and Cano Health Nevada, PLLC (“Cano Nevada”) were established to employ healthcare providers, to contract with managed care payors, and to deliver healthcare services to patients in the markets that the Company serves. The Company evaluated whether it has a variable interest in Cano Texas and Cano Nevada, whether Cano Texas and Cano Nevada are VIEs, and whether the Company has a controlling financial interest in Cano Texas and Cano Nevada. The Company concluded that it has variable interests in Cano Texas and Cano Nevada on the basis of each respective Master Service Agreement (“MSA”), which provides office space, consulting services, managerial and administrative services, billing and collection, personnel services, financial management, licensing permitting and credentialing, claims processing, in exchange for a service fee and performance bonuses payable to the Company. Each respective MSA transfers substantially all the residual risks and rewards of ownership to the Company. Each of Cano Texas and Cano Nevada’s equity at risk, as defined by U.S. GAAP, is insufficient to finance its activities without additional support, and therefore, Cano Texas and Cano Nevada are considered VIEs, and are not affiliates of the Company. In order to determine whether the Company has a controlling financial interest in Cano Texas and Cano Nevada, and thus, whether the Company is the primary beneficiary, the Company considered whether it has i) the power to direct the activities of Cano Texas and Cano Nevada that most significantly impact its economic performance and ii) the obligation to absorb losses of the entities that could potentially be significant to it or the right to receive benefits from Cano Texas and Cano Nevada that could potentially be significant to it. The Company concluded that it may unilaterally remove the physician owners of Cano Texas and Cano Nevada at its discretion and is therefore considered to hold substantive kick-out The table below illustrates the aggrega t As of, (in thousands) June 30, 2021 December 31, 2020 Total Assets $ 11,979 $ 8,182 Total Liabilities $ 17,559 $ 12,371 Three Months Ended Six Months Ended (in thousands) 2021 2020 2021 2020 Total revenue $ 1,309 $ — $ 2,300 $ — Operating expenses: Direct patient expense 1,585 — 2,790 — Selling, general and administrative expenses 2,950 176 5,263 199 Depreciation and amortization expense 260 — 507 — Total operating expenses 4,795 176 8,560 199 Net loss $ (3,486 ) $ (176 ) $ (6,260 ) $ (199 ) There are no restrictions on Cano Texas and Cano Nevada’s assets or on the settlement of their liabilities. The assets of Cano Texas and Cano Nevada can be used to settle obligations of the Company. Cano Texas and Cano Nevada are included in the Company’s creditor group; thus, creditors of the Company have recourse to the assets owned by Cano Texas and Cano Nevada. There are no liabilities for which creditors of Cano Texas and Cano Nevada do not have recourse to the general credit of the Company. There are no restrictions placed on the retained earnings or net income of Cano Texas and Cano Nevada with respect to potential future distributions. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Jaws Acquisition Corp | |
Public Offering | Note 4—Public Offering Pursuant to the Initial Public Offering, the Company sold 69,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 9,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 7—Shareholders’ Equity Preference Shares Class A Ordinary Shares o Class B Ordinary Shares on Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the election of directors prior to the Company’s initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof on a one-for-one as-converted |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Jaws Acquisition Corp | |
Warrants [Line Items] | |
Warrants | Note 8—Warrants Warrants 30 12 five The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Public Warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than twenty Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the reported closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided • if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuance of ordinary shares at a price below their exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company has not completed a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. In the event that a tender or exchange offer is made to and accepted by holder of more than 50% of the outstanding shares of a single class of common stock, all holders of the warrants would be entitled to receive cash for their warrants whereas only certain of the holders of the underlying shares of common stock would be entitled to cash. If the maker of the offer owns beneficially more than 50% of the issued and outstanding Class A shares following the offer, then the warrant holders may receive the highest amount of cash/securities/assets than each holder would have been entitled to as a shareholder if the holder exercised the warrant prior to the offer. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 14. RELATED PARTY TRANSACTIONS Advisory Services Agreement In December 2016, the Company and InTandem Capital Partners, LLC (“InTandem”) entered into an advisory services agreement whereby InTandem owned the majority voting and equity interest in Cano Health’s Parent, Primary Care (ITC) Holdings, LLC, and provided financial and management consulting services to the Company. Services provided included, but were not limited to (i) corporate strategy, (ii) legal advice, (iii) acquisitions and divestitures strategies, and (iv) debt and equity financings. InTandem was entitled to an annual fee equal to the greater of $0.3 million or 2% of EBITDA for the prior calendar year plus out-of-pocket “Nature of Business and Operations” Pursuant to the advisory services agreement, the Company incurred expenses which are included in the condensed consolidated statements of operations. The Company incurred approximately $1.5 million and $4.2 million during the three months ended June 30, 2021 and 2020, respectively and $1.5 and $5.4 million during the six months ended June 30, 2021 and 2020, respectively, which are included in the transaction costs and other caption. The Company also incurred approximately $0.4 million and $0.2 million during the three months ended June 30, 2021 and 2020, respectively, and $0.8 million and $0.4 million during the six months ended June 30, 2021 and 2020, respectively, which are included in the management fees caption. The Company also incurred approximately $0.2 million during the three and six months ended June 30, 2020, respectively, which is included in the selling, general, and administrative expenses caption. As of June 30, 2021 and December 31, 2020, no balance and an immaterial balance was owed to InTandem in relation to this agreement, respectively. Administrative Service Agreement On April 23, 2018, the Company entered into an Administrative Service Agreement with Dental Excellence Partners, LLC, who merged with four other entities. Dental Excellence Partners, LLC also licensed the Cano Dental trademark from the Company. The administrative fee is a monthly fixed amount per office for providing comprehensive management and related administrative services to the dental practices. During April 2019, the Company entered into an amendment to this agreement and modified the administrative fee. The Company and Dental Excellence Partners, LLC terminated the Administrative Service Agreement in February 2021, effective immediately. The Company recognized income from this agreement of approximately $0.1 million and $0.3 million during the six months ended June 30, 2021 and 2020, respectively, and $0.2 million during the three months ended June 30, 2020, which was recorded within the caption fee-for-service and other revenues in the accompanying condensed consolidated statements of operations. As of December 31, 2020, an immaterial amount was due to the Company in relation to these agreements and recorded in the caption accounts receivable, respectively. As part of this agreement, the Company agreed to have Dental Excellence Partners, LLC provide dental services for managed care members of the Company. The Company was charged approximately $1.2 million and $0.9 million during the six months ended June 30, 2021 and 2020, respectively, and $0.3 million during the three months ended June 30, 2020 and for these services. As of December 31, 2020, no balance was due to Dental Excellence Partners, LLC. Dental Service Agreement During 2019, the Company entered into a dental service agreement with Care Dental Group, LLC (“Belen Dental”), whereby the Company agreed to pay Belen Dental $15 per member per month, for each Medicare Advantage (“MA”) patient that is identified by the Company on a monthly enrollment roster to receive care at the legacy Belen Medical Centers. During the three months ended June 30, 2021 and 2020, the Company paid Belen Dental approximately $0.1 million and $0.1 million, respectively, in relation to this agreement. During the six months ended June 30, 2021 and 2020, the Company paid Belen Dental approximately $0.3 million and $0.3 million, respectively, in relation to this agreement. Humana Relationships In 2020, Cano Health and its Parent, Primary Care (ITC) Holdings, LLC, entered into multi-year agreements with Humana and its affiliates whereby the Parent entered into a note purchase agreement with Humana for a convertible note due October 2022 with an aggregate principal amount of $ million. The note accrued interest at a rate of % per annum through March 2020 and % per annum thereafter, payable in kind. The note was convertible to Class A-4 Other Related Party The Company made payments to various related parties in relation to logistic software, medical supplies, housekeeping, and moving costs. During the three months ended June 30, 2021 and 2020 the Company paid approximately $0.3 million and $0.1 million, respectively. During the six months ended June 30, 2021 and 2020 the Company paid approximately $0.4 million and $0.2 million, respectively. On April 23, 2018, the Company advanced funds to an affiliated company, Dental Excellence Partners, LLC, in the amount of $4.5 million. The loan agreement calls for monthly interest-only payments to be received beginning May 1, 2018, and the entire outstanding principal balance shall be due and payable in full on April 23, 2023. The note receivable bears interest at 7.0%. For the three months and six months ended June 30, 2020, the Company recognized $0.1 million and $0.2 million, respectively, of interest income related to this loan agreement. On December 17, 2020, Dental Excellence Partners made an early repayment of the outstanding balance to the Company. In connection with the settlement of this advance, the Company wrote off $0.5 million, $0.4 million of which was due under the Administrative Service Agreement and $0.1 million was due for other services provided. Additionally, during the year ended December 31, 2018, two executives of Cano Health obtained shares of the former Parent, Primary Care (ITC) Holdings, LLC, for a total amount of $0.4 million. As part of this transaction, the two executives paid cash and entered into promissory notes with the Parent in order to acquire the shares. Concurrently, the Parent agreed to contribute the money received from these two executives to the Company. Additionally, the amount due from these two executives to the Parent was also assigned to the Company. On May 25, 2018, the first promissory note was obtained in the amount of $0.1 million, payable on May 25, 2026 with a fixed annual interest rate of 2.8%. On August 24, 2018, the second promissory note was obtained from the Company in the amount of $0.05 million, with a fixed annual interest rate of 2.8%. The loan and interest receivable is due on August 24, 2025. Subsequent to June 30, 2021 one of the promissory notes was paid in full. and affiliates seek to consummate a sale transaction and could be settled in cash at the option of Humana. Accordingly, the note was converted and settled in cash upon the consummation of the Business Combination. Prior to the consummation of the Business Combination, Cano Health was not subject to any obligations under the convertible notes, including payments of principal, interest, or fees under the terms of the instrument. As such, this instrument does not represent debt of the Company. The Company licenses the use of Humana Affiliate Provider (“HAP”) clinics to provide services at the clinics. The multi-year agreements contain an administrative payment from Humana in exchange for the Company providing care coordination services over the term of the agreement. These payments are recognized as revenue ratably over the length of the term of the agreement and are refundable to Humana on a pro-rata basis if the Company ceases to provide care at the clinics during the specified service period in the agreements. The Company has identified one performance obligation to stand ready to provide care coordination services at the centers for the length of the term specified in the contracts. The multi-year agreements also contain an arrangement for a license fee that is payable by the Company to Humana for the Company’s use of Humana owned or leased facilities to provide health care services. The agreement prohibits Cano from using the clinics for plans not sponsored by Humana. The license fee is a reimbursement to Humana for its costs of owning or leasing and maintaining the clinics, including rental payments, maintenance or repair expenses, equipment expenses, special assessments, cost of upgrades, taxes, leasehold improvements, and other expenses identified by Humana. The Company has not paid license fees to Humana during the six months ended June 30, 2021. The license, deferred revenue and deferred rent liability to Humana totaled $18.8 million and $13.5 million as of June 30, 2021 and December 31, 2020, respectively. The Company also recorded $0.3 million and $0.5 million in operating lease expense related to its use of Humana clinics in the three months and six months ended June 30, 2021, respectively. Prior to entering into the agreements, the Company had existing payor relationships with Humana related to existing revenue arrangements within the Company. For the period that Humana was a related party to the Company, the Company recognized in its condensed consolidated statements of operations revenue from Humana, including its subsidiaries, of $150.7 million and associated third-party medical costs of $116.0 million for the three months ended June 30, 2021, and $ ended Further, the Company has a right of first refusal with Humana on any sale, lease, license or other disposition, in one transaction or a series of related transactions, of assets, businesses, divisions or subsidiaries that constitute % or more of the net revenues, net income or assets of, or any equity transaction (including by way of merger, consolidation, recapitalization, exchange offer, spin-off, split-off, reorganization or sale of securities) that results in a change of control of, PCIH, the Seller, or the Company or its subsidiary, HP MSO, LLC. If exercised, Humana would have the right to acquire the assets or equity interest by matching the terms of the proposed sale transaction. Operating Leases The Company leases several offices and medical spaces from certain employees and companies that are controlled by certain equity holders of Primary Care (ITC) Holdings, LLC. Monthly rent payments in aggregate totaled approximately $ million and $ million for the three months ended June 30, 2021 and 2020, respectively, and $ million and $ million for the six months ended June 30, 2021 and 2020, respectively. These operating leases terminate through June 2024. General Contractor Agreements As of December 31, 2018, the Company has entered into various general contractor agreements with a company that is controlled by a family member of the Chief Executive Officer of the Company to perform leasehold improvements at various of the Company’s locations as well as various repairs and related maintenance as deemed necessary. Payments made pursuant to the general contractor agreements as well as amounts paid for repairs and maintenance to this related party totaled approximately $1.0 million and $1.2 million for the three months ended June 30, 2021 and 2020, respectively, and $2.4 million and $3.2 million for the six months ended June 30, 2021 and 2020, respectively. | Note 5—Related Party Transactions Founder Shares On December 27, 2019, the Company issued one of its Class B ordinary shares, for no consideration. On January 17, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 8,625,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On April 24, 2020, May 8, 2020 and May 13, 2020, the Company effected share capitalizations resulting in the initial shareholders holding 17,250,000 Founder Shares. All share and per-share as-converted The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell their Founder Shares until the earlier of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 10,533,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $15,800,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. Administrative Support Agreement The Company entered into an agreement, commencing on May 13, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the year ended December 31, 2020, the Company incurred and paid $80,000 in fees for these services. Promissory Note—Related Party On January 13, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Equity-Based Compensation | 15. EQUITY-BASED COMPENSATION 2017 Profits Interest Units Plan On September 30, 2017, the former Parent’s Limited Liability Agreement (“LLC Agreement”) created class B units, called Profit Interest Units (“PIU”), to provide additional incentives to attract and retain qualified, competent employees for the Company. All grants of PIUs vested upon the closing of the Business Combination on June 3, 2021 and resulted in an expense of $1.0 million recorded in the selling, general and administrative caption . 2021 Stock Option and Incentive Plan At the Company’s special meeting of stockholders held on June 2, 2021, the stockholders approved the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”) to encourage and enable the current and future officers, employees, directors, and consultants of the Company and its affiliates to obtain ownership in the Company. The aggregate number of shares authorized for issuance under the 2021 Plan will not exceed million shares of stock. The aggregate number of shares authorized for issuance under the 2021 ESPP will not exceed million, plus on January 1, 2022, and each January 1 thereafter through January 1, 2031 the number of shares of Class A common stock reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) million shares of Class A common stock, (ii) one percent %) of the number of shares of Class A common stock issued and outstanding on the immediately preceding December 31st, or (iii) such lesser number of shares determined by the administrator appointed by the board of directors. The 2021 Plan provides for the grant of incentive and nonqualified stock option, restricted stock units (“RSUs”), restricted share awards, stock appreciation awards, unrestricted stock awards, and cash-based awards to employees, directors, and consultants of the Company. The 2021 Plan and the 2021 ESPP became effective immediately upon the closing of the Business Combination. Market Condition Options On June 3, 2021, in connection with the closing of the Business Combination, the Company granted 12.8 million stock options with market conditions (“Market Condition Awards”) to several executive officers and directors of the Company. The Market Condition Awards vest when the Company’s stock price meets specified hurdle prices and stays above those prices for 20 consecutive days. Once the market condition is satisfied, the applicable percentage of the Market Condition Awards will vest 50% on each of the first and second anniversaries so long as the optionee stays employed. The fair value of the Market Condition Awards is based on a Monte Carlo simulation for each hurdle price. The unrecognized compensation cost of the Market Condition Awards as of June 30, 2021 The number of Market Condition Awards that vest is subject to the Company’s stock price equaling or exceeding certain hurdle prices for 20 consecutive trading days from the to (i.e. the period from the grant date to the end date of the performance period). Stock Option Valuation The Monte-Carlo simulation model is used to estimate the fair value of the Market Condition Awards. The Monte-Carlo simulation model calculates multiple potential outcomes for an award and establishes a fair value based on the most likely outcome. Key assumptions for the Monte-Carlo simulation model include the risk-free rate, expected volatility, expected dividends and the expected cost of equity. The fair values were calculated using the Monte-Carlo model with the following assumptions as of the grant date on June 3, 2021: As of June 3, 2021 Closing Cano share price as of valuation date $ 14.75 Risk-free interest rate 1.68% - 2.01 % Expected volatility 45.0 % Expected dividend yield 0.0 % Expected cost of equity 9.0 % A summary of the status of unvested Market Condition Awards granted under the 2021 Plan from January 1, 2021 through June 30, 2021 is presented below: Shares Weighted Average Grant Balance, January 1, 2021 — — Granted 12,806,407 $ 4.23 Vested — — Forfeitures — — Balance, June 30, 2021 12,806,407 $ 4.23 Restricted Stock Units In June 2021, in connection with the closing of the Business Combination, the Company granted 2,590,472 time-based RSUs to several executive officers, directors and certain employees of the Company. The RSUs vest over a one year period for directors and over a four-year period for employees commencing on the grant date, with one fourth of the RSUs vesting at the end of the first anniversary of the vesting commencement date and the remainder of the RSUs vesting yearly over the following three years. The fair value of RSUs is based on the closing price of the Company’s Class A 2021 RSUs were granted to a nonemployee and included a discretionary performance condition which has been deemed not probable of being met and as such no expense has been recorded. A summary of the status of unvested RSUs granted under the 2021 Plan from January 1, 2021 through June 30, 2021 is presented below: Shares Weighted Average Grant Balance, January 1, 2021 — — Granted 2,590,472 $ 14.75 Vested — — Forfeitures — — Balance, June 30, 2021 2,590,472 $ 14.75 The Company recorded compensation expenses of $3.2 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively. The Company recorded compensation expenses of $3.2 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively. The total equity-based compensation expense related to all the equity-based awards granted by the former Parent is reported in the condensed consolidated statement of operations as compensation expense within the selling, general and administrative expense caption. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 16. COMMITMENTS AND CONTINGENCIES Vendor Agreements The Company, through its subsidiaries Comfort Pharmacy, LLC, Comfort Pharmacy 2, LLC, and Belen Pharmacy Group, LLC, entered into a multi-year Prime Vendor Agreement (“PVA”) with a pharmaceutical wholesaler, effective month-to-month As a result of the University acquisition, the Company assumed the vendor agreement in 2021 that University, through its subsidiary University Health Care Pharmacy, Inc., had with a second pharmaceutical vendor. The agreement, effective through April 7, 2022, contains a provision that requires average monthly net purchases of $0.6 million, and if the minimum is not met, the vendor may adjust the pricing of goods. Management believes for the six months ended June 30, 2021 and 2020, the minimum requirements of the agreements in place were met. Operating Leases The Company leases office facilities and office equipment under non-cancellable . Refer to Note 14, “Related Party Transactions”, Year ending December 31 Amount (in thousands) Remainder of 2021 $ 6,120 2022 12,577 2023 11,210 2024 9,589 2025 8,005 Thereafter 22,436 Total $ 69,937 Rent expense for the three months ended June 30, 2021 and 2020 amounted to approximately $4.9 million and $2.7 million, respectively. Rent expense for the six months ended June 30, 2021 and 2020 amounted to approximately $9.0 million and $5.1 million, respectively. Litigation The Company is exposed to various asserted and unasserted potential claims encountered in the normal course of business. Management believes that the resolution of these matters will not have a material effect on the Company’s condensed consolidated financial position, results of their operations or cash flows. | Note 6—Commitments Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration Rights Pursuant to a registration and shareholder rights agreement entered into on May 18, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $12,900,000, net of the $900,000 reimbursed by the underwriters to the Company for expenses incurred in connection with the Initial Public Offering. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $24,150,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On November 11, 2020 (the “Effective Date”), the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, the Seller, Jaws Merger Sub, LLC, a Delaware limited liability company (“JAWS Merger Sub”), and Primary Care (ITC) Intermediate Holdings, LLC, a Delaware limited liability company (“Primary Care”). The Business Combination Agreement provides for the consummation of the following transactions (collectively, the “Business Combination”): (a) the Company will change its jurisdiction of incorporation by transferring by way of continuation from the Cayman Islands and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which the Company will change its name to “Cano Health”; (b) Primary Care will amend and restate its limited liability company agreement (the “Company A&R LLCA”) to, among other things, unitize the equity interests of Primary Care to permit the issuance and ownership of interests in Primary Care as contemplated by the Business Combination Agreement; (c) following the effectiveness of the Company A&R LLCA, Merger Sub will merge with and into Primary Care (the “Merger”), with Primary Care as the surviving company in the Merger, and the Company shall be admitted as the managing member of Primary Care; (d) the Seller will receive a combination of cash consideration, certain newly issued equity interests of Primary Care and shares of newly issued Class B common stock, par value $0.0001 per share, of the Company, which will have no economic value, but will entitle the Seller to one vote per issued share and will be issued on a one-for-one The Business Combination will be consummated subject to the deliverables and provisions as further described in the Business Combination Agreement. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. INCOME The Company is subject to U.S. federal, state and local income taxes with respect to its taxable income, including its allocable share of any taxable income of its subsidiaries, and is taxed at prevailing corporate tax rates. Primary Care (ITC) Holdings, LLC is a multiple member limited liability company taxed as a partnership and accordingly any taxable income generated by Primary Care (ITC) Holdings, LLC is passed through to and included in the taxable income of its members, including the Company. Prior to the close of the Business Combination, the Company was treated as a pass-through entity for tax purposes and no provision, except for certain subsidiaries which are taxed under Subchapter C, was made in the condensed consolidated financial statements for income taxes. The following income tax items for the periods prior to the close of the Business Combination are related to the applicable subsidiary company that is subject to income tax. Following the close of the Business Combination, the Company is taxed as a corporation. The net income (loss) for the three months and six months ended June 30, 2021 and 2020 consisted of the following: For the Three Months Ended For the Six Months Ended (in thousands) 2021 2020 2021 2020 Jurisdictional earnings: U.S . $ 6,255 $ (10,959 ) $ (4,851 ) $ (13,128 ) Foreign losses (3,331 ) (46 ) (1,981 ) (76 ) Total income (losses) 2,924 (11,005 ) (6,832 ) (13,204 ) Current: U.S . — — — — U.S. State and local 48 2 — 3 Foreign 591 17 — 29 Total current tax benefit 639 19 — 32 Deferred: U.S . — — — — U.S. State and local 502 — 502 — Foreign 882 — 807 — Total deferred tax benefit 1,384 — 1,309 — Total tax benefit $ 2,023 $ 19 $ 1,309 $ 32 Our effective tax rate for the second quarter of 2021 was 19.16% compared to 0.89% for the year Deferred taxes for the applicable subsidiary companies are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, operating losses and other tax credit carryforwards. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. The Company does not believe it is more-likely-than-not all of its deferred tax assets will be realized and has therefore recorded a valuation allowance against its deferred tax assets which as of June 30, 2021 are not expected to be realized. The most significant DTA relates to the outside basis difference in the partnership which has a full valuation allowance through June 30, 2021. However, our S-4 filing reflected a partial valuation allowance reflecting a change in the position this quarter in evaluating all income sources through this quarter-end In addition, as of June 30, 2021, $1.2 million of deferred tax assets was included in other assets that are expected to be realized. Management continuously assesses the likelihood that it is more likely than not that the deferred tax assets generated will be realized. In making such determ i nations, all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, and recent financial operations, are considered. In the event that management were to determine that the deferred income tax assets would be realized in the future for an amount equal to the net recorded amount, the valuation allowance and provision for income taxes would be adjusted. The Company does not have any unrecognized tax positions (“UTPs”) as of June 30, 2021. While the Company currently does not have any UTPs, it is foreseeable that the calculation of the Company’s tax liabilities may involve dealing with uncertainties in the application of complex tax laws and regulations in multiple jurisdictions across the Company’s operations. ASC 740, “ Income Taxes” , e 740-10 The Company files income tax returns in the U.S. with Federal and State and local agencies, and in Puerto Rico. The Company is subject to U.S. Federal, state and local tax examinations for tax years starting in 2017. The Puerto Rico subsidiary group is subject to U.S. Federal, state and foreign tax examinations for tax years starting in 2019. The Company does not currently have any ongoing income tax examinations in any of its jurisdictions. The Company has analyzed filing positions in the Federal, State, local and foreign jurisdictions where it is required to file income tax returns for all open tax years and does not believe any tax uncertainties exist. Tax Receivable Agreement Upon the completion of the Business Combination, Cano Health, Inc. became a party to the Tax Receivable Agreement. Under the terms of that agreement, Cano Health, Inc. generally will be required to pay to the Seller and to each other person from time to time that becomes a “TRA Party” under the Tax Receivable Agreement, 85% of the tax savings, if any, that Cano Health, Inc. is deemed to realize in certain circumstances as a result of certain tax attributes that exist following the Business Combination and that are created thereafter, including as a result of payments made under the Tax Receivable Agreement. To the extent payments are made pursuant to the Tax Receivable Agreement, Cano Health, Inc. generally will be required to pay to the . The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless Cano Health, Inc. exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement or certain other acceleration events occur. The Tax Receivable Agreement Tax Receivable Agreement Tax Receivable Agreement |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 18. NET INCOME (LOSS) PER SHARE The following table sets forth the net income (loss) for the three and six months ended June 30, 2021 and 2020 and the Three months ended June 30, Six months ended June 30, (in thousands, except shares and per share data) 2021 2020 2021 2020 Numerator: Net income (loss) $ 4,947 $ (10,986 ) $ (5,523 ) $ (13,172 ) Less: net loss attributable to non-controlling (4,533 ) — (15,003 ) — Net income (loss) attributable to Class A common tock 9,480 — 9,480 — Dilutive effect of warrants on net income to Class A common stockholders (13,999 ) N/A (13,999 ) N/A Net income attributable to Class A common (4,519 ) N/A (4,519 ) N/A Basic and Diluted Earnings Per Share denominator: Weighted average common stock outstanding - basic 167,134,853 N/A 166,691,634 N/A Net income per share - basic $ 0.06 N/A $ 0.06 N/A Diluted Earnings Per Share: Dilutive effect of warrants on weighted average common stock outstanding 1,749,462 N/A 879,564 N/A Weighted average common stock outstanding - diluted 168,884,315 N/A 167,571,198 N/A Net loss per share - diluted $ (0.03 ) N/A $ (0.03 ) N/A Prior to the consummation of the Business Combination, the Company’s ownership structure included equity interests held solely by the Parent. The Company analyzed the calculation of earnings per share for comparative periods presented and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, the The outstanding Company’s Class B common stock does not have an impact on the diluted net loss per share calculation. The Company’s dilutive securities are derived from the Company’s Public Warrants and Private Placement Warrants using the treasury method and excluding the Class A Stockholders’ income statement effect of the change in fair value in warrant liability. Warrants were included in the three and six months ended June 30, 2021 dilutive earnings per share calculation. RSUs and stock options were excluded from the dilutive earning per share calculation as they had an anti-dilutive effect for the periods presented. The table below presents the Company’s potentially dilutive securities: Three and six months ended Public Warrants 23,000,000 Private Placement Warrants 10,533,333 Restricted Stock Units 2,590,472 Stock Options 12,806,407 Potential Common Stock 48,930,212 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Segment Information | 19. SEGMENT The Company organizes its operations into one reportable segment. The Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), reviews financial information and makes decisions about resource allocation based on the Company’s responsibility to deliver high quality primary medical care services to the Company’s patient population. For the periods presented, all of the Company’s revenues were earned in the United States, and all of the Company’s long lived assets were located in the United States. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||
Subsequent Events | 20. SUBSEQUENT EVENTS On July 2, 2021, the Company entered into a purchase agreement to acquire all of the assets of Doctor’s Medical Center (“DMC”) for $300.0 million. The acquisition of DMC was completed on July 2, 2021. Concurrent with the acquisition of DMC, the Company borrowed an additional $250.0 million The bridge loan entered into will bear interest at a rate equal to either (i) the alternative base rate plus 5.50% per annum or (ii) adjusted LIBOR plus 6.50% per annum, at our election; provided, however, that the margin applicable to the alternative base rate and adjusted LIBOR loan shall increase by 0.25% on the date occurring 90 days after July 2, 2021 and on each date occurring 90 days thereafter, subject to a total cap. The bridge loan will mature on July 2, 2022. The bridge loan may be repaid from time to time and at any time, in whole or in part without premium or penal, subject to customary indemnity for breakage costs related to the repayment of the bridge loan other than on the last day of the then-applicable interest period. In addition, the bridge term must be repaid with the proceeds of any debt for borrowed money incurred or any proceeds from the issuance of equity interests received by the Company or its subsidiaries after July 2, 2021. In addition, if the bridge loan has not been repaid in full by September 20, 2021, the administrative agent for the bridge loan lenders may issue one or more securities demands to us. If the bridge loan is not repaid on July 2, 2022, the outstanding bridge loan will be automatically converted into a rollover term loan, or the conversion term loan, which will mature on July 2, 2028. In addition, at the election of the lenders holding the conversion term loan, subject to the terms and conditions set forth in the | |
Jaws Acquisition Corp | ||
Subsequent Event [Line Items] | ||
Subsequent Events | Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of the Company at June 30, 2021 and December 31, 2020, and the results of operations, cash flows and changes in equity for the three and six months ended June 30, 2021 and 2020 have been included. The results of operations and cash flows for the three and six months ended June 30, 2021 are not necessarily indicative of the results of operations and cash flows that may be reported for the remainder of 2021 or any other future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements for the year ended December 31, 2020. The Company was deemed the accounting acquirer in the Business Combination of Jaws based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) Topic 805, “ Business Combinations” Nature of Business” While Jaws was the legal acquirer in the Business Combination, because the Company was deemed the accounting acquirer, the historical financial statements of PCIH became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the condensed consolidated financial statements reflect the historical operating results of PCIH prior to the Business Combination, the combined results of Jaws and the Company following the close of the Business Combination, the assets and liabilities of the Company at their historical cost, and the Company’s equity structure for all periods presented. | |
Warrant Liabilities | Warrant Liabilities The Company assumed 23.0 million public warrants (“Public Warrants”) and 10.53 million a The Public Warrants became exercisable 30 days after the consummation of the Business Combination, which occurred on June 3, 2021. The Public Warrants will expire five years after the consummation of the F-17 Business Combination, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that so long as the Private Placement Warrants are held by the Sponsor or any of its permitted transferees, the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis”, (ii) may not be transferred, assigned or sold until thirty ( ) days after the completion of the initial Business Combination, (iii) shall not be redeemable by the Company when the Class A ordinary shares equal or exceed $ , and (iv) shall only be redeemable by the Company when the Class A ordinary shares are less than $18.00 per share, subject to certain adjustments. The Company evaluated the Public Warrants and Private Placement Warrants and concluded that they do not meet the criteria to be classified as shareholders’ equity in accordance with ASC 815-40, Derivatives and Hedging–Contracts in Entity’s Own Equity sheets | |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with Customers”, Under ASC 606, the Company recognizes revenue when a customer obtains control of the promised goods or services. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company transfers to the customer (i.e. patient). At contract inception, once the contract is determined to be within the scope of ASC 606, management reviews the contract to determine which performance obligations must be satisfied and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The Company derives its revenue primarily from its capitated fees for medical services provided under capitated arrangements, fee-for-service Capitated revenue is derived from fees for medical services provided by the Company under capitated arrangements with health maintenance organizations’ (“HMOs”) health plans. Capitated revenue consists of revenue earned through Medicare as well as through commercial and other non-Medicare Since contractual terms across these arrangements are similar, the Company groups them into one portfolio. The Company identifies a single performance obligation to stand-ready to provide healthcare services to enrolled members. Capitated revenues is In 2020, the Company entered into multi-year agreements with Humana, Inc. (“Humana”), a managed care organization, to provide services only to members covered by Humana in certain centers. The agreements contain an administrative payment from Humana in exchange for the Company providing certain care coordination services during the contract term. The care coordination payments are refundable to Humana on a pro-rata Fee-for-service fee-for-service Pharmacy revenues is generated from the sales of prescription medication to patients. These contracts contain a single performance obligation. The Company satisfies its performance obligation and recognizes revenue at the time the patient takes possession of the merchandise. The Company’s revenue from its revenue streams described in the preceding paragraphs for the three and six months ended June 30, 2021 and 2020 was as follows: Three Months Ended June 30, (in thousands) 2021 2020 Revenue $ Revenue % Revenue $ Revenue % Capitated revenue: Medicare $ 334,700 85.1 % $ 129,385 75.6 % Other capitated revenue 44,510 11.4 % 34,542 20.2 % Total capitated revenue 379,210 96.5 % 163,927 95.8 % Fee-for-service Fee-for-service 4,389 1.1 % 1,246 0.7 % Pharmacy 8,217 2.1 % 5,718 3.3 % Other 1,347 0.3 % 315 0.2 % Total fee-for-service 13,953 3.5 % 7,279 4.2 % Total revenue $ 393,163 100.0 % $ 171,206 100.0 % Six Months Ended June 30, 2021 2020 (in thousands) Revenue $ Revenue % Revenue $ Revenue % Capitated revenue: Medicare $ 561,079 83.3 % $ 235,395 76.8 % Other capitated revenue 85,182 12.7 % 56,248 18.4 % Total capitated revenue 646,261 96.0 % 291,643 95.2 % Fee-for-service Fee-for-service 8,937 1.3 % 3,011 1.0 % Pharmacy 15,523 2.3 % 11,054 3.6 % Other 2,577 0.4 % 796 0.2 % Total fee-for-service 27,037 4.0 % 14,861 4.8 % Total revenue $ 673,298 100.0 % $ 306,504 100.0 % As the performance obligations from the Company’s revenues recognized at a point in time and the revenues recognized over time relate to contracts with a duration of one year or less, the Company elected the practical expedient in ASC 606-10-50-14(a) | |
Third-Party Medical Costs | Third-Party Medical Costs Third-party medical costs primarily consist of all medical expenses paid by the health plans or CMS, including inpatient and hospital care, specialists, and medicines for which the Company bears risk. | |
Direct Patient Expense | Direct Patient Expense Direct patient expense primarily consists of costs incurred in the treatment of the patients, including the compensation related to medical service providers and technicians, medical supplies, purchased medical services, drug costs for pharmacy sales, and payments to third-party providers. Third-party medical costs and direct patient expense collectively represent the cost of services provided. | |
Significant Vendor | Significant Vendor The Company’s primary provider of pharmaceutical drugs and pharmacy supplies accounted for approximately 96% and 100% of the Company’s pharmaceutical drugs and supplies expense for the three and six months ended June 30, 2021, and 2020 respectively. As a result of the University acquisition, described in Note 3, “ Business Acquisitions | |
Concentration of Risk | Concentration of Risk Contracts with three of the HMOs accounted for approximately 64.9% and 68.6% of total revenues for the three and six months ended June 30, 2021, respectively, and approximately 60.0% of total accounts receivable as of June 30, 2021. Contracts with three of the HMOs accounted for approximately 68.0% and 65.1% Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash deposits in excess of the Federal Deposit Insurance Corporation insured limit of $0.3 million. At times, such cash balances may be in excess of insured amounts. | |
Cash and Restricted Cash | Cash and Restricted Cash Cash and cash equivalents are highly liquid investments purchased with original maturities of three months or less. During the second quarter of 2021, two health plans required the Company to maintain restricted cash balances for an aggregate amount of $0.6 million. These restricted cash balances are included within the caption cash and restricted cash in the accompanying condensed consolidated balance sheets. | |
Inventory | Inventory Inventory consists entirely of pharmaceutical drugs and is valued at the lower of cost (under the first-in, first-out | |
Accounts Receivable, Net of Unpaid Service Provider Costs | Accounts Receivable, Net of Unpaid Service Provider Costs Accounts receivable are carried at amounts the Company deems collectible. Accordingly, an allowance is provided in the event an account is considered uncollectible. As of June 30, 2021 and December 31, 2020, the Company believes no allowance is necessary. The ultimate collectability of accounts receivable may d i 606-10-32-18 Included in accounts receivable are Medicare Risk Adjustment (“MRA”) receivables which is an estimate derived from adjustments based on the health status of members and demographic characteristics of the plan. The health status of members is $82.0 million and $18.1 million as of June 30, 2021 and December 31, 2020, respectively, for MRA receivables. As of June 30, 2021 and December 31, 2020, the Company’s accounts receivable are presented net of the unpaid service provider costs. A right of offset exists when all of the following conditions are met: 1) each of the two parties owed the other determinable amounts; 2) the reporting party has the right to offset the amount owed with the amount owed to the other party; 3) the reporting party intends to offset; and 4) the right of offset is enforceable by law. The Company believes all of the aforementioned conditions existed as of June 30, 2021 and December 31, 2020. Accounts receivable balances are summarized below: As of, (in thousands) June 30, 2021 December 31, 2020 Accounts receivable $ 130,641 $ 113,089 Medicare risk adjustment 82,030 18,144 Unpaid service provider costs (80,840 ) (54,524 ) Accounts receivable, net $ 131,831 $ 76,709 Activity in unpaid service provider cost for the six months ended June 30, 2021 and 2020 is summarized below: For the six months ended June 30, (in thousands) 2021 2020 Balance as at January 1, $ 54,524 $ 19,968 Incurred related to: Current year 305,665 147,031 Prior years (519 ) (5,429 ) 305,146 141,602 Paid related to: Current year 224,825 79,331 Prior years 54,005 41,418 278,830 120,749 Balance as at June 30, $ 80,840 $ 40,821 The foregoing reconciliation reflects a change in estimate during the six months ended June 30, 2021 and June 30, 2020 related to unpaid service provider costs of approximately $0.5 million and $5.4 million, r e | |
Unpaid Service Provider Cost | Unpaid Service Provider Cost Provider costs are accrued based on the date of services rendered to members, based in part on estimates, including an accrual for medical services incurred but not reported (“IBNR”). Liabilities for IBNR are estimated using standard actuarial methodologies including the Company’s accumulated statistical data, adjusted for current experience. These actuarially determined estimates are continually reviewed and updated. Differences between estimated IBNR and actual amounts incurred are adjusted as an increase or decrease to service provider cost in the condensed consolidated statements of operation in the period they become known. The Company believes the amounts accrued to cover claims incurred and unpaid as of June 30, 2021 and December 31, 2020 are adequate. However, as the amount of unpaid service provider cost is based on estimates, the ultimate amounts paid to settle these liabilities might vary from recorded amounts, and these differences may be material. The Company maintains a provider excess loss insurance policy to protect against claim expenses exceeding certain levels that were incurred by the Company on behalf of members. As of June 30, 2021 and F-22 December 31, 2020, the Company’s excess loss insurance deductible was $0.1 million and maximum coverage was $2.0 million per member per calendar year. The Company recorded excess loss insurance premiums of $1.8 million and $3.5 million, and insurance reimbursements of $0.8 million and $1.8 million, for the three and six months ended June 30, 2021, respectively. The Company recorded excess loss insurance premiums of $1.2 million and $2.3 million, and no insurance reimbursements, for the three and six months ended June 30, 2020, respectively. The Company recorded these amounts on a net basis in the caption third-party medical costs in the accompanying condensed consolidated statements of operations. The Company records excess loss insurance recoveries in accounts receivable on the accompanying condensed consolidated balance sheets. As of June 30, 2021 and December 31, 2020, the Company recorded insurance recoveries of $1.5 million and $2.5 million, respectively. | |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs represent fees incurred by the Company in connection with securing funding from a lender. These are lender fees and third-party professional fees that would not have been incurred if the Company did not pursue and secure financing. In circumstances where an embedded derivative is bifurcated from a host credit agreement and recorded as a standalone instrument at fair value, the debt issuance costs will reflect the initial fair value of such derivative. At inception of a credit agreement, these debt issuance costs are capitalized and presented net against the carrying amount of the related debt liabilities in the accompanying condensed consolidated balance sheets. Following recognition, they are amortized over the term of their related credit agreement through interest expense in the accompanying statements of operations through the effective interest method. In instances where there is no related debt drawn or outstanding, the debt issuance costs are presented in prepaid and other current assets and other assets on the accompanying condensed consolidated balance sheets. As of June 30, 2021 and December 31, 2020, the Company recorded capitalized deferred issuance cost balances of $16.8 million and $24.9 million, respectively, in the accompanying condensed consolidated balance sheets, as described in Note 10, “ Long-Term Debt As described in Note 10, “Long-Term Debt” The Company recorded $1.1 million and $3.3 million of amortization of deferred financing costs for the three and six months ended June 30, 2021, respectively. The Company recorded amortization expense of $0.8 million and $0.8 million for the three and six months ended June 30, 2020. Amortization expense is reflected under the caption interest expense in the accompanying condensed consolidated statements of operations. | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. The Company capitalizes asset purchases as well as major improvements that extend the useful life or add functionality in amounts greater than one thousand dollars. Depreciation and amortization are computed using the straight-line method over the life of the assets, ranging from three Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation and amortization are removed from the accounts and any gain or loss is included in the accompanying condensed consolidated statements of operations. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. | |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets acquired. The goodwill arising from acquisitions is a result of synergies that are expected to be derived from elimination of duplicative costs and the achievement of economies of scale. The Company assesses goodwill for impairment on an annual basis and between tests if events occur or circumstances exist that would reduce the fair value of a reporting unit below its carrying amount. The Company performs its annual assessment on the first of October. Goodwill is evaluated for impairment at the reporting unit level. The Company has identified a single reporting unit. First, the Company performs a qualitative analysis to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value and a quantitative impairment test is required. If required, the Company applies the quantitative test to identify and measure the amount of impairment by comparing the fair value of the reporting unit, which the Company estimates on an income approach using the present value of expected future cash flows of the reporting unit to its carrying value. The Company considered the effect of the COVID-19 | |
Intangibles, Net | Intangibles, Net The Company’s intangibles consist of trade names, brand, non-compete, | |
Deferred Rent | Deferred Rent Minimum rent, including fixed escalations, is recorded on a straight-line basis over the lease term. The lease term commences when the Company takes possession of the leased premises and, in most cases, ends upon expiration of the initial non-cancelable | |
Professional and General Liability | Professional and General Liability As a healthcare provider, the Company is subject to medical malpractice claims and lawsuits. The Company may also be liable, as an employer, for the negligence of healthcare professionals it employs or the healthcare professionals it engages as independent contractors. To mitigate a portion of this risk, the Company maintains medical malpractice insurance, principally on a claims-made basis, with a reputable insurance provider. This policy contains a retroactive feature which covers claims incurred at the sites the Company operates, regardless if the claim was filed after the site’s respective policy term. The policy contains various limits and deductibles. Loss contingencies, including medical malpractice claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable, and an amount or range of loss can be reasonably estimated. The Company maintains a malpractice insurance policy with a coverage limit of $1.0 million per occurrence and $3.0 million aggregate coverage, with an umbrella policy coverage of $5.0 million. Any amounts over that threshold, or for which the insurance policy will not cover, will be borne by the Company and may materially affect the Company’s future consolidated financial position, results of operations, and cash flows. As of June 30, 2021 and December 31, 2020, the Company has recorded claims liabilities of $0.4 million and $0.1 million, respectively, in other liabilities. Insurance recoverables were immaterial as of June 30, 2021 and December 31, 2020, and are recorded in other assets on the accompanying condensed consolidated balance sheets. | |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. Advertising and marketing costs expensed totaled approximately $3.1 million and $1.2 million for the three months ended June 30, 2021 and 2020, respectively, and $5.6 million and $2.6 million for the six months ended June 30, 2021 and 2020, respectively. Advertising and marketing costs are included in the caption selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. | |
Management Estimates | Management Estimates The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions based on available information. Such estimates are based on historical experience and other assumptions that are considered appropriate in the circumstances. However, actual results could differ from those estimates and these differences may be material. Significant estimates made by the Company include, but are not limited to, fair value allocations for intangible assets acquired as part of the Company’s numerous acquisitions, recoverability of goodwill and intangibles, fair value of contingent considerations, unpaid service provider cost liability, and respective revenues and expenses related to these estimates for the years reported. On March 11, 2020, the World Health Organization designated COVID-19 COVID-19 COVID-19 are not limited to, new information that may emerge concerning COVID-19, COVID-19 COVID-19 | |
Income Taxes | Income Taxes The acquisition of PCIH was implemented through an “Up-C” Prior to the close of the Business Combination, the Company was treated as a partnership for U.S. income tax purposes, whereby earnings and losses were included in the tax return of its members and taxed depending on the members’ tax situation. While the overall entity was previously treated as a partnership, the Company established in 2019 a subsidiary group that was taxed under Subchapter C with immaterial operations in 2019. The operations of the subsidiary group are conducted through a legal entity domiciled in Puerto Rico. The subsidiary group is subject to Puerto Rico and U.S. Federal taxes and Florida State taxes. Refer to Note 17, “Income Taxes” The Company recognizes and measures tax positions taken or expected to be taken in its tax return based on their technical merit and assesses the likelihood that the positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. Interest and penalties on tax liabilities, if any, would be recorded in the captions interest expense and other expenses, respectively, in the condensed consolidated statements of operations. The U.S. Federal jurisdiction and the State of Florida are the major tax jurisdictions where the Company files income tax returns. The Company is generally subject to U.S. Federal or State examinations by tax authorities for all years since inception. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB established Topic 842, “ Leases”, No. 2016-02, on-balance No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842” No. 2018-10, Codification Improvements to Topic 842, Leases”, No. 2018-11, Targeted Improvements” No. 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors” requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. Under ASC 842, a modified retrospective transition approach is required, and entities may choose to use either the effective date or the beginning of the earliest period presented in the financial statements as the date of initial application, with certain practical expedients available. The Company is in the process of evaluating the practical expediency options for adoption. ASC 842 is effective for fiscal years beginning after December 15, 2021 and for interim periods within fiscal years beginning after December 15, 2022, with early application permitted, and the Company expects to adopt the new standard on the effective date or the date it no longer qualifies as an emerging growth company, whichever is earlier. The Company has identified and contracted with a software vendor for the technology to support compliance with the ASU. In addition, the Company is in the process of identifying the complete population of leases, which includes testing over contracts for any potential embedded leases. Based on the provisions of the ASU, the Company anticipates a material increase in both assets and liabilities when the current operating lease contracts are recorded on the balance sheet. The Company does not yet have a dollar estimate of the impact; however, the Company does not anticipate the update having a material effect on its condensed consolidated statements of operations or cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, No. 2019-10, In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (“Topic 718”) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (“Topic 820”): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In October 2018, the FASB issued ASU 2018-17, Consolidation (“Topic 810”) — Targeted Improvements to Related Party Guidance for Variable Interest Entities In December 2019, the FASB issued ASU 2019-12, | |
Jaws Acquisition Corp | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. | |
Warrant Liabilities | Warrant Liabilities As disclosed in Note 4, pursuant to the Initial Public Offering, the Company sold 69,000,000 Units, at a purchase price of $10.000 per Unit. Each Unit consists of one Class A ordinary share and one The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that so long as the Private Placement Warrants are held by the Sponsor or any of its Permitted Transferees, the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis”, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company when the class A ordinary shares equal or exceeds $18.00, and (iv) shall only be redeemable by the Company when the class A ordinary shares are less than $ 18.00 The Company evaluated the Public and Private Placement Warrants and concluded that they do not meet the criteria to be classified as shareholders’ equity in accordance with ASC 815-40 “Derivatives and Hedging–Contracts in Entity’s Own Equity”. Specifically, the warrant agreement allows for the exercise of the Public and Private Placement Warrants to be settled in cash upon a tender offer where the maker of the offer owns beneficially more than 50% of the Class A shares following the tender offer. This provision precludes the warrants from being classified as shareholders’ equity as not all of the Company’s shareholders need to participate in such a tender offer to trigger the potential cash settlement. As the Public and Private Placement Warrants also meet the definition of a derivative under ASC 815, upon completion of the Initial Public Offering, the Company recorded these warrants as liabilities on its balance sheet, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and Private Placement, which were previously charged to shareholders’ equity, should be allocated to the warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 56,966,114 Class A ordinary shares subject to possible redemption that are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering and Private Placement. In accordance with ASC 470-20 “Debt-Debt with Conversion and Other Options,” the Company has allocated offering costs incurred to the Public and Private Placement Warrants based on their relative fair value against total proceeds. Offering costs amounting to $35,212,212 were charged to shareholders’ equity and $2,536,382, which were allocated to the Public and Private Placement Warrants, to the statement of operations upon the completion of the Initial Public Offering. | |
Offering Costs | Offering Costs | |
Concentration of Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020 and 2019, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. | |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 33,533,333 shares of Class A ordinary shares in the aggregate. The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended For the Period As Restated Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 306,930 $ — Net Earnings $ 306,930 — Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 69,000,000 — Earnings/Basic and Diluted Redeemable Class A Ordinary Shares 0.00 — Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (28,879,692 ) (5,288 ) Redeemable Net Earnings (306,930 ) — Non-Redeemable $ (29,186,622 ) (5,288 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 17,250,000 1 Loss/Basic and Diluted Non-Redeemable $ (1.69 ) (5,288 ) Note: As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no securities that are dilutive to the shareholders. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s warrant liabilities does not approximate their carrying amount, and as such, the warrant liabilities are recorded at fair value on the Company’s balance sheet. The fair value of the Company’s assets and other liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheets, primarily due to their short-term nature. | |
Recent Accounting Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Nature of Business and Operat_2
Nature of Business and Operations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Acquisition [Line Items] | |
Summary of Elements of Business Combination to the Consolidated Statement of Cash Flows | The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of changes in equity for the three and six months ended June 30, 2021: (in thousands) Recapitalization Cash - Jaws’ trust and cash, net of redemptions $ 690,705 Cash - PIPE financing 800,000 Less: transaction costs and advisory fees paid (88,745 ) Less: Distribution to PCIH shareholders (466,598 ) Net Business Combination and PIPE financing 935,362 Plus: Non-cash 96 Plus: Accrued transaction costs 8,860 Less: Capitalized transaction costs (8,167 ) Less: Warrant liability assumed (163,058 ) Net contributions from Business Combination and PIPE financing $ 773,093 |
Summary of the Reconcile Number of Shares of Common Stock Issued Through Business Combination |
Restatement (Tables)
Restatement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Jaws Acquisition Corp [Member] | |
Restatement of balance sheet and statement of operations and stockholders' equity | The following presents a reconciliation of the balance sheets and statement of operations from the prior periods as previously reported to the restated amounts as of June 30, 2020, September 30, 2020, and December 31, 2020, for the three and six months ended June 30, 2020, three and nine months ended September 30, 2020 and year ended December 31, 2020. The statement of shareholders’ equity for the year ended December 31, 2020 has been restated for the restatement impact to net income (loss) and ordinary shares subject to possible redemption: As Previously Reported Adjustments As Restated Balance sheet as of June 30, 2020 Warrant liability $ — $ 67,066,666 $ 67,066,666 Ordinary shares subject to possible redemption 663,043,930 (67,066,666 ) 595,977,264 Class A ordinary shares 270 671 941 Accumulated deficit (32,470 ) (2,536,382 ) (2,568,852 ) Additional paid-in capital 5,030,481 2,535,711 7,566,192 Balance sheet as of September 30, 2020 Warrant liability $ — $ 71,511,999 $ 71,511,999 Ordinary shares subject to possible redemption 662,944,994 (71,511,999 ) 591,432,995 Class A ordinary shares 271 715 986 Accumulated deficit (131,406 ) (6,981,715 ) (7,113,121 ) Additional paid-in capital 5,129,416 6,981,000 12,110,416 Balance sheet as of December 31, 2020 Warrant liability $ — $ 90,539,999 $ 90,539,999 Ordinary shares subject to possible redemption 660,201,140 (90,539,999 ) 569,661,141 Class A ordinary shares 298 905 1,203 Accumulated deficit (2,875,265 ) (26,009,715 ) (28,884,980 ) Additional paid-in capital 7,873,243 26,008,810 33,882,053 Three months ended June 30, 2020 Transaction costs $ — $ (2,536,382 ) $ (2,536,382 ) Net loss (23,769 ) (2,536,382 ) (2,560,151 ) Basic and diluted net loss per share, Class B (0.00 ) (0.15 ) (0.15 ) Six months ended June 30, 2020 Transaction costs $ — $ (2,536,382 ) $ (2,536,382 ) Net loss (27,182 ) (2,536,382 ) (2,563,564 ) Basic and diluted net loss per share, Class B (0.00 ) (0.15 ) (0.15 ) Three months ended September 30, 2020 Change in fair value of warrant liability $ — $ (4,445,333 ) $ (4,445,333 ) Net loss (98,936 ) (4,445,333 ) (4,544,269 ) Basic and diluted net loss per share, Class B (0.01 ) (0.26 ) (0.27 ) As Previously Reported Adjustments As Restated Nine months ended September 30, 2020 Transaction costs $ — $ (2,536,382 ) $ (2,536,382 ) Change in fair value of warrant liability — (4,445,333 ) (4,445,333 ) Net loss (126,118 ) (6,981,715 ) (7,107,833 ) Basic and diluted net loss per share, Class B (0.02 ) (0.40 ) (0.42 ) Year ended December 31, 2020 Transaction costs $ — $ (2,536,382 ) $ (2,536,382 ) Change in fair value of warrant liability — (23,473,333 ) (23,473,333 ) Net loss (2,869,977 ) (26,009,715 ) (28,879,692 ) Basic and diluted net loss per share, Class B (0.18 ) (1.51 ) (1.69 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Revenue | The Company’s revenue from its revenue streams described in the preceding paragraphs for the three and six months ended June 30, 2021 and 2020 was as follows: Three Months Ended June 30, (in thousands) 2021 2020 Revenue $ Revenue % Revenue $ Revenue % Capitated revenue: Medicare $ 334,700 85.1 % $ 129,385 75.6 % Other capitated revenue 44,510 11.4 % 34,542 20.2 % Total capitated revenue 379,210 96.5 % 163,927 95.8 % Fee-for-service Fee-for-service 4,389 1.1 % 1,246 0.7 % Pharmacy 8,217 2.1 % 5,718 3.3 % Other 1,347 0.3 % 315 0.2 % Total fee-for-service 13,953 3.5 % 7,279 4.2 % Total revenue $ 393,163 100.0 % $ 171,206 100.0 % Six Months Ended June 30, 2021 2020 (in thousands) Revenue $ Revenue % Revenue $ Revenue % Capitated revenue: Medicare $ 561,079 83.3 % $ 235,395 76.8 % Other capitated revenue 85,182 12.7 % 56,248 18.4 % Total capitated revenue 646,261 96.0 % 291,643 95.2 % Fee-for-service Fee-for-service 8,937 1.3 % 3,011 1.0 % Pharmacy 15,523 2.3 % 11,054 3.6 % Other 2,577 0.4 % 796 0.2 % Total fee-for-service 27,037 4.0 % 14,861 4.8 % Total revenue $ 673,298 100.0 % $ 306,504 100.0 % | |
Summary of Account Receivable Balance | Accounts receivable balances are summarized below: As of, (in thousands) June 30, 2021 December 31, 2020 Accounts receivable $ 130,641 $ 113,089 Medicare risk adjustment 82,030 18,144 Unpaid service provider costs (80,840 ) (54,524 ) Accounts receivable, net $ 131,831 $ 76,709 | |
Summary of Activity in Unpaid Service Provider Cost For The Period | Activity in unpaid service provider cost for the six months ended June 30, 2021 and 2020 is summarized below: For the six months ended June 30, (in thousands) 2021 2020 Balance as at January 1, $ 54,524 $ 19,968 Incurred related to: Current year 305,665 147,031 Prior years (519 ) (5,429 ) 305,146 141,602 Paid related to: Current year 224,825 79,331 Prior years 54,005 41,418 278,830 120,749 Balance as at June 30, $ 80,840 $ 40,821 | |
Jaws Acquisition Corp | ||
Summary of Basic and Diluted Net Income(Loss) Per Ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended For the Period As Restated Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 306,930 $ — Net Earnings $ 306,930 — Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 69,000,000 — Earnings/Basic and Diluted Redeemable Class A Ordinary Shares 0.00 — Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (28,879,692 ) (5,288 ) Redeemable Net Earnings (306,930 ) — Non-Redeemable $ (29,186,622 ) (5,288 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 17,250,000 1 Loss/Basic and Diluted Non-Redeemable $ (1.69 ) (5,288 ) |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Acquisition [Line Items] | |
Summary of Company's Assets and Liabilities and Reconciliation of Cash Paid for Net Assets Acquired | The net effect of acquisitions to the Company’s assets and liabilities and reconciliation of cash paid for net assets acquired for the six months ended June 30, 2021 and 2020, including amounts related to acquisitions not disclosed above, was as follows: Six Months Ended (in thousands) 2021 2020 Assets Acquired Accounts receivable $ 185 $ 486 Other assets 2,601 433 Property and equipment 2,128 4,012 Goodwill 311,963 89,976 Intangibles 372,210 162,536 Total assets acquired 689,087 257,443 Liabilities Assumed Due to sellers 295 16,288 Contingent consideration 9,600 — Other liabilities 1,616 1,530 Total liabilities assumed 11,511 17,818 Net Assets Acquired 677,576 239,625 Issuance of Parent equity in connection with acquisitions 60,000 34,300 Acquisitions of subsidiaries, including non-compete intangibles, net of cash acquired $ 617,576 $ 205,325 |
Summary of Pro Forma Information of the Combined Results of Operations | The following unaudited pro forma financial information summarizes the combined results of operations for the Company and its acquisitions of University and HP, as if the companies were combined as of January 1, 2020: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Revenue $ 446,873 $ 281,597 $ 815,143 $ 582,482 Net income (loss) $ 15,940 $ 7,821 $ 22,096 $ 21,073 |
University Health Care and Its Affiliates | |
Business Acquisition [Line Items] | |
Summary of Allocation of the Purchase Price | The following table provides the allocation of the purchase price: (in thousands) Accounts receivable, net of unpaid service provider costs $ 2,217 Inventory 264 Property and equipment, net 1,636 Payor relationships 175,172 Non-compete 45,191 Other acquired intangibles 113,237 Other assets 116 Goodwill 273,427 Accounts payable and accrued expenses (140 ) Total purchase price, including non-compete intangibles $ 611,120 |
HP Enterprises II LLC and Related Entities | |
Business Acquisition [Line Items] | |
Summary of Allocation of the Purchase Price | The following table provides the allocation of the purchase price: (in thousands) Property and equipment $ 2,409 Non-compete 1,022 Acquired intangibles 117,014 Goodwill 74,852 Other assets 87 Total purchase price, including non-compete intangibles $ 195,384 |
Primary Care Physicians and Related Entities | |
Business Acquisition [Line Items] | |
Summary of Allocation of the Purchase Price | The following table provides the allocation of the purchase price: (in thousands) Cash and cash equivalents $ 191 Accounts receivable 486 Inventory 155 Property and equipment 1,518 Non-compete 846 Acquired intangibles 43,549 Goodwill 13,738 Accounts payable (274 ) Total purchase price, including non-compete intangibles $ 60,209 |
Property And Equipment, Net (Ta
Property And Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property And Equipment, Net And The Related Useful Lives | The following is a summary of property and equipment, net and the related useful lives as of June 30, 2021 and December 31, 2020: As of (in thousands) June 30, 2021 December 31, 2020 Assets Classification Useful Life Leasehold improvements Lesser of lease term or 15 years $ 29,779 $ 25,021 Machinery and equipment 3-12 11,012 8,288 Automobiles 3-5 6,546 4,900 Computer and equipment 5 years 5,376 4,475 Furniture and equipment 3-7 2,876 2,390 Construction in progress 6,582 4,155 Total 62,171 49,229 Less: Accumulated depreciation and amortization (15,813 ) (11,103 ) Property and equipment, net $ 46,358 $ 38,126 |
Goodwill And Intangibles, Net (
Goodwill And Intangibles, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Total Intangible, Net | As of June 30, 2021, the Company’s total intangibles, net consisted of the following: (in thousands) Gross Carrying Accumulated Net Carrying Intangibles: Trade names $ 1,409 $ (708 ) $ 701 Brand 141,073 (3,618 ) 137,455 Non-compete 54,061 (4,791 ) 49,270 Customer relationships 880 (159 ) 721 Payor relationships 412,958 (17,773 ) 395,185 Provider relationships 6,988 (820 ) 6,168 Total intangibles, net $ 617,369 $ (27,869 ) $ 589,500 As of December 31, 2020, the Company’s total intangibles, net consisted of the following: (in thousands) Gross Carrying Accumulated Net Carrying Intangibles: Trade names $ 1,409 $ (630 ) $ 779 Brand 29,486 (2,171 ) 27,315 Non-compete 7,733 (3,373 ) 4,360 Customer relationships 880 (135 ) 745 Payor relationships 201,530 (11,960 ) 189,570 Provider relationships 4,119 (533 ) 3,586 Total intangibles, net $ 245,157 $ (18,802 ) $ 226,355 |
Summary of Expected Amortization Expense of The Intangible Assets | Expected amortization expense for the Company’s existing amortizable intangibles for the next five years, and thereafter, as of June 30, 2021 is as follows: Year ending December 31, Amount (in thousands) Remainder of 2021 $ 21,085 2022 41,278 2023 39,504 2024 38,305 2025 37,900 Thereafter 411,428 Total $ 589,500 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Capital Lease Obligations [Abstract] | |
Schedule of Future Minimum Lease Payments Under The Capital Leases | Future minimum lease payments under the capital leases as of June 30, 2021 are due as noted below: Year ending December 31, Amount (in thousands) Remainder of 2021 $ 601 2022 1,110 2023 778 2024 472 2025 36 Total minimum lease payments 2,997 Less: amount representing interest (352 ) 2,645 Less: current maturities (978 ) Total $ 1,667 Future minimum lease payments under the capital leases as of December 31, 2020 are due as noted below: Year ending December 31, Amount (in thousands) 2021 $ 1,038 2022 919 2023 586 2024 271 Total minimum lease payments 2,814 Less: amount representing interest (358 ) 2,456 Less: current maturities (876 ) $ 1,580 |
Equipment Loans (Tables)
Equipment Loans (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Equipment Loans | The Company has entered into various equipment loans to finance the purchases of property and equipment. Equipment loans were as follows as of June 30, 2021 and December 31, 2020: As of, (in thousands) June 30, 2021 December 31, 2020 Notes payable bearing interest at 17.2%; due July $ 36 $ 51 Notes payable bearing interest at 12.5%, 12.8%, 47 82 Notes payable bearing interest at 10.68%; due 67 58 Notes payable bearing interest at 7.24%; due 82 92 Notes payable bearing interest at 4.15%; due 800 904 Other equipment financing 183 — 1,215 1,187 Less: Current portion (324 ) (314 ) $ 891 $ 873 |
Contract Liabilities (Tables)
Contract Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Change in Contract with Customer, Liability [Abstract] | |
Summary of Significant Changes In The Contract Liabilities | A summary of significant changes in the contract liabilities balance during the period is as follows: (in thousands) For the three months ended Balance as at March 31, 2021 $ 6,264 Increases due to amounts collected — Revenues recognized from current period increases (328 ) Balance as at June 30, 2021 $ 5,936 (in thousands) For the six months ended Balance as at January 1, 2021 $ 5,265 Increases due to amounts collected 1,300 Revenues recognized from current period increases (629 ) Balance as at June 30, 2021 $ 5,936 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company’s notes payable were as follows as of June 30, 2021 and December 31, 2020: Long-Term Debt As of, (in thousands) June 30, 2021 December 31, 2020 Term loan 3 $ 168,174 $ 480,000 Term loan 4 294,263 — Delayed draw term loans 84,991 — Less: Current portion of notes payable (5,488 ) (4,800 ) 541,940 475,200 Less: debt issuance costs (16,110 ) (18,455 ) Notes payable, net of current portion $ 525,830 $ 456,745 |
Schedule of Maturities of Long-term Debt | Following the partial extinguishment of Term Loan 3 and the issuance of the Term Loan 4, the following table sets forth the Company’s future principal payments as of June 30, 2021, assuming another mandatory prepayment does not occur: (in thousands) Year ending December 31, Amount Remainder of 2021 $ 2,744 2022 5,488 2023 5,488 2024 5,488 2025 5,488 Thereafter 522,732 Total $ 547,428 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Summary of warrant liability by fair value hierarchy | The fair value of warrant liabilities at December 31, 2020 is as follows: Fair Value Measurements at December 31, 2020 Using: Level 1 Level 2 Level 3 Total Liabilities: Public Warrant liabilities $ 62,100,000 $ — $ — $ 62,100,000 Private Placement Warrant liabilities $ — $ — $ 28,439,999 $ 28,439,999 | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table l non-recurring (in thousands) Carrying Value Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities measured at fair value on a recurring basis: Contingent consideration $ 12,347 $ — $ — $ 12,347 Public Warrant Liabilities 84,870 84,870 — — Private Placement Warrant Liabilities 38,973 — — 38,973 Total Liabilities $ 136,190 $ 84,870 $ — $ 51,320 The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities measured at fair value on a recurring and non-recurring (in thousands) Carrying Value Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities measured at fair value on a recurring basis: Contingent consideration $ 5,172 $ — $ — $ 5,172 Total Liabilities $ 5,172 $ — $ — $ 5,172 | |
Summary of Liabilities Measured At Fair Value Using Significant Unobservable Inputs | Activity of the assets and liabilities measured at fair value using significant unobservable inputs was as follows: Fair Value Measurements 2021 2020 Opening Balance as at April 1, $ 5,457 $ 23,429 Embedded derivative recognized under Term Loan 2 — 51,328 Change in fair value of embedded derivative — 306 Change in fair value of contingent consideration (496 ) — Contingent consideration recognized due to acquisitions — 2,695 Warrants acquired in the Business Combination 163,058 — Change in fair value of warrants (39,215 ) — Contingent consideration settled through equity 9,600 (1,958 ) Contingent consideration payments (2,214 ) — Closing Balance as at June 30, $ 136,190 $ 75,800 Fair Value Measurements 2021 2020 Opening Balance as at January 1, $ 5,172 $ 23,429 Embedded derivative recognized under Term Loan 2 — 51,328 Change in fair value of embedded derivative — 306 Change in fair value of contingent consideration (211 ) — Contingent consideration recognized due to acquisitions — 2,695 Warrants acquired in the Business Combination 163,058 — Change in fair value of warrants (39,215 ) — Contingent consideration settled through equity 9,600 (1,958 ) Contingent consideration payments (2,214 ) — Closing Balance as at June 30, $ 136,190 $ 75,800 | |
Jaws Acquisition Corp | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding the Level 3 inputs used for the fair value measurements: As of May 18, 2020 As of June 30, As of September 30, As of December 31, Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Stock price $ 10.00 $ 10.00 $ 10.41 $ 13.41 Term (years) 5.0 5.0 5.0 5.3 Volatility 45.0 % 45.0 % 29.0 % 12.9 % Risk free interest rate 0.4 % 0.3 % 0.3 % 0.4 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Public warrant price $ 0.00 $ 0.00 $ 2.12 $ 2.70 | |
Summary of fair value of the company's warrant liability | The following table provides a roll-forward of the fair value of the Company’s warrant liabilities, for which fair value was determined using Level 3 inputs: Warrant liabilities Fair value at December 31, 2019 $ — Issuance of warrants — Fair value at March 31, 2020 — Issuance of warrants 67,066,666 Change in fair value — Fair value at June 30, 2020 67,066,666 Change in fair value 4,445,333 Fair value at September 30, 2020 71,511,999 Change in fair value 19,028,000 Fair value at December 31, 2020 $ 90,539,999 | |
Summary of fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities (Matures on 1/5/2021) 1 $690,294,710 $5,290 $690,300,000 | |
Embedded Derivative Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements | The recurring Level 3 fair value measurements of the embedded derivative liability included the following significant unobservable inputs as of June 1, 2020 and June 30, 2020: Range as of Unobservable Input June 1, 2020 June 30, 2020 Probability of change of control 90 % 90 % Probability of issuance of debt 5 % 5 % Expected date of event Fourth Quarter 2020 Fourth Quarter 2020 Discount rate 39 % 38 % | |
Warrant Liabilities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding the Level 3 inputs used for the fair value measurements of the warrants liabilities: As of Unobservable Input June 3, 2021 June 30, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 14.75 $ 12.10 Term (years) 5.0 4.9 Volatility 37.1 % 44.8 % Rick free interest rate 0.8 % 0.9 % Dividend yield None None Public warrant price $ 4.85 $ 3.69 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Aggregated VIE Assets and Liabilities and Performance | The table below illustrates the aggrega t As of, (in thousands) June 30, 2021 December 31, 2020 Total Assets $ 11,979 $ 8,182 Total Liabilities $ 17,559 $ 12,371 Three Months Ended Six Months Ended (in thousands) 2021 2020 2021 2020 Total revenue $ 1,309 $ — $ 2,300 $ — Operating expenses: Direct patient expense 1,585 — 2,790 — Selling, general and administrative expenses 2,950 176 5,263 199 Depreciation and amortization expense 260 — 507 — Total operating expenses 4,795 176 8,560 199 Net loss $ (3,486 ) $ (176 ) $ (6,260 ) $ (199 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of Fair Value of Stock Options Granted Using e Monte-Carlo model | The fair values were calculated using the Monte-Carlo model with the following assumptions as of the grant date on June 3, 2021: As of June 3, 2021 Closing Cano share price as of valuation date $ 14.75 Risk-free interest rate 1.68% - 2.01 % Expected volatility 45.0 % Expected dividend yield 0.0 % Expected cost of equity 9.0 % |
Summary of Activity of Unvested Market Condition Awards Granted | A summary of the status of unvested Market Condition Awards granted under the 2021 Plan from January 1, 2021 through June 30, 2021 is presented below: Shares Weighted Average Grant Balance, January 1, 2021 — — Granted 12,806,407 $ 4.23 Vested — — Forfeitures — — Balance, June 30, 2021 12,806,407 $ 4.23 |
Summary of Unvested Restricted Stock Units Activity | A summary of the status of unvested RSUs granted under the 2021 Plan from January 1, 2021 through June 30, 2021 is presented below: Shares Weighted Average Grant Balance, January 1, 2021 — — Granted 2,590,472 $ 14.75 Vested — — Forfeitures — — Balance, June 30, 2021 2,590,472 $ 14.75 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Schedule of Minimum Future Payments | Minimum future payments as of June 30, 2021 were approximately as follows: Year ending December 31 Amount (in thousands) Remainder of 2021 $ 6,120 2022 12,577 2023 11,210 2024 9,589 2025 8,005 Thereafter 22,436 Total $ 69,937 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense From Continuing Operations | The net income (loss) for the three months and six months ended June 30, 2021 and 2020 consisted of the following: For the Three Months Ended For the Six Months Ended (in thousands) 2021 2020 2021 2020 Jurisdictional earnings: U.S . $ 6,255 $ (10,959 ) $ (4,851 ) $ (13,128 ) Foreign losses (3,331 ) (46 ) (1,981 ) (76 ) Total income (losses) 2,924 (11,005 ) (6,832 ) (13,204 ) Current: U.S . — — — — U.S. State and local 48 2 — 3 Foreign 591 17 — 29 Total current tax benefit 639 19 — 32 Deferred: U.S . — — — — U.S. State and local 502 — 502 — Foreign 882 — 807 — Total deferred tax benefit 1,384 — 1,309 — Total tax benefit $ 2,023 $ 19 $ 1,309 $ 32 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Common Share | The following table sets forth the net income (loss) for the three and six months ended June 30, 2021 and 2020 and the Three months ended June 30, Six months ended June 30, (in thousands, except shares and per share data) 2021 2020 2021 2020 Numerator: Net income (loss) $ 4,947 $ (10,986 ) $ (5,523 ) $ (13,172 ) Less: net loss attributable to non-controlling (4,533 ) — (15,003 ) — Net income (loss) attributable to Class A common tock 9,480 — 9,480 — Dilutive effect of warrants on net income to Class A common stockholders (13,999 ) N/A (13,999 ) N/A Net income attributable to Class A common (4,519 ) N/A (4,519 ) N/A Basic and Diluted Earnings Per Share denominator: Weighted average common stock outstanding - basic 167,134,853 N/A 166,691,634 N/A Net income per share - basic $ 0.06 N/A $ 0.06 N/A Diluted Earnings Per Share: Dilutive effect of warrants on weighted average common stock outstanding 1,749,462 N/A 879,564 N/A Weighted average common stock outstanding - diluted 168,884,315 N/A 167,571,198 N/A Net loss per share - diluted $ (0.03 ) N/A $ (0.03 ) N/A |
Summary of Diluted Net Loss Per Share | The table below presents the Company’s potentially dilutive securities: Three and six months ended Public Warrants 23,000,000 Private Placement Warrants 10,533,333 Restricted Stock Units 2,590,472 Stock Options 12,806,407 Potential Common Stock 48,930,212 |
Nature of Business And Operat_3
Nature of Business And Operations - Additional Information (Details) | Jun. 11, 2021USD ($)$ / sharesshares | Jun. 03, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Numbershares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Number of owned medical centers | Number | 90 | ||||||
Number of service providers | Number | 280 | ||||||
Number of physicians | Number | 800 | ||||||
Revenues | $ 393,163,000 | $ 171,206,000 | $ 673,298,000 | $ 306,504,000 | |||
Minimum | Emerging Growth Status Will Not Be Retained | |||||||
Revenues | $ 1,070,000,000 | ||||||
Minimum | Convertible Debt Securities | Emerging Growth Status Will Not Be Retained | |||||||
Debt securities issued | 1,000,000,000 | ||||||
Minimum | Non Convertible Debt Securities | Emerging Growth Status Will Not Be Retained | |||||||
Debt securities issued | $ 1,000,000,000 | ||||||
Minimum | Convertible and Non Convertible Debt | Emerging Growth Status Will Not Be Retained | |||||||
Period over which the debt instruments are issued | 3 years | ||||||
Primary Care ITC Intermediate Holdings LLC | |||||||
Percentage of controlling ownership | 35.10% | ||||||
Percentage of non controlling ownership | 64.90% | ||||||
Business combination, consideration transferred | $ 3,534,900,000 | ||||||
Payment to acquire business | $ 466,500,000 | ||||||
Primary Care ITC Intermediate Holdings LLC | |||||||
Business acquistion share price | $ / shares | $ 10 | ||||||
Business acquistion equity interests issued or issuable shares | shares | 3,068,400,000 | ||||||
Jaws Acquisition Corp | |||||||
Business combination, consideration transferred | 935,362,000 | ||||||
Payment to acquire business | 690,705,000 | ||||||
Stock shares redeemed during the period | shares | 6,509 | ||||||
Payments for Repurchase of Redeemable Noncontrolling Interest | $ 65,090 | ||||||
University Health Care And Its Affiliates | |||||||
Business combination, consideration transferred | $ 611,120,000 | ||||||
Payment to acquire business | $ 541,500,000 | ||||||
Revenues | $ 30,600,000 | $ 16,100,000 | |||||
University Health Care And Its Affiliates | Primary Care ITC Intermediate Holdings LLC | |||||||
Percentage of controlling ownership | 35.70% | 35.70% | 35.70% | ||||
Percentage of non controlling ownership | 64.30% | 64.30% | 64.30% | ||||
Business acquistion share price | $ / shares | $ 14.79 | ||||||
Business combination, consideration transferred | $ 611,100,000 | ||||||
Business acquistion equity interests issued or issuable shares | shares | 4,100,000 | ||||||
Class B common stock | Primary Care ITC Intermediate Holdings LLC | |||||||
Business acquisition, Number of shares exchanged | shares | 17,250,000 | 17,250,000 | |||||
Stock issued during period, acquisitions | shares | 306,800,000 | ||||||
Common stock, voting rights | one vote | ||||||
Business acquistion equity interests issued or issuable shares | shares | 306,800,000 | ||||||
Class A common stock | Private Placement | |||||||
Stock issued during period shares | shares | 80,000,000 | ||||||
Proceeds from private placement | $ 800,000,000 | ||||||
Class A common stock | Primary Care ITC Intermediate Holdings LLC | |||||||
Business acquisition, Number of shares exchanged | shares | 69,000,000 | 69,000,000 | |||||
Class A common stock | Jaws Acquisition Corp | |||||||
Stock shares redeemed during the period | shares | 6,509 | ||||||
Class A common stock | University Health Care And Its Affiliates | |||||||
Business acquistion equity interests issued or issuable shares | shares | 4,055,698 |
Nature of Business and Operat_4
Nature of Business and Operations - Summary of Elements of Business Combination to the Consolidated Statement of Cash Flows (Details) - Jaws Acquisition Corp [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule Of Elements Of Business Combination To The Consolidated Statement Of Cash Flow [Line Items] | |
Cash | $ 690,705 |
Less: transaction costs and advisory fees paid | (88,745) |
Less: Distribution to PCIH shareholders | (466,598) |
Net Business Combination and PIPE financing | 935,362 |
Plus: Non-cash net assets assumed | 96 |
Plus: Accrued transaction costs | 8,860 |
Less: Capitalized transaction costs | (8,167) |
Less: Warrant liability assumed | (163,058) |
Net contributions from Business Combination and PIPE financing | 773,093 |
PIPE Financing | |
Schedule Of Elements Of Business Combination To The Consolidated Statement Of Cash Flow [Line Items] | |
Cash | $ 800,000 |
Nature of Business And Operat_5
Nature of Business And Operations - Summary of the Reconcile Number of Shares of Common Stock Issued Through Business Combination (Details) - shares | Jun. 03, 2021 | Jun. 30, 2021 | Jun. 30, 2021 |
Class A common stock | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Common stock outstanding | 170,299,189 | 170,299,189 | |
Class B common stock | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Common stock outstanding | 306,843,662 | 306,843,662 | |
Jaws Acquisition Corp | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Less: redemption of Jaws shares | (6,509) | ||
Jaws Acquisition Corp | Class A common stock | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Less: redemption of Jaws shares | (6,509) | ||
Jaws Acquisition Corp | PCIH Shareholders | Class B common stock | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Stock issued during period, shares acquisitions | 306,843,662 | ||
Jaws Acquisition Corp | PIPE Financing | Class A common stock | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Shares issued in PIPE financing | 80,000,000 | ||
Common Stock | Class A common stock | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Stock issued during period, shares acquisitions | 4,055,698 | 4,055,698 | |
Common Stock | Jaws Acquisition Corp | Class A common stock | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Common stock outstanding | 68,993,491 | 68,993,491 | |
Founder Shares | Jaws Acquisition Corp | Class A common stock | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Common stock outstanding | 17,250,000 | 17,250,000 | |
PIPE Financing Shares | Jaws Acquisition Corp | Class A common stock | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Stock issued during period, shares acquisitions | 166,243,491 | ||
Stock Outstanding Prior To Business Combination | Jaws Acquisition Corp | Class A common stock | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Common stock outstanding | 69,000,000 | 69,000,000 | |
Stock Outstanding After Business Combination | Jaws Acquisition Corp | Class A common stock | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Common stock outstanding | 166,243,491 | 166,243,491 | |
Stock Outstanding After Business Combination | Jaws Acquisition Corp | Class B common stock | |||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | |||
Common stock outstanding | 306,843,662 | 306,843,662 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | May 18, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Jan. 13, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Share price | $ 18 | $ 18 | ||||||||
Net cash from operating activities | $ (56,580,000) | $ (13,143,000) | ||||||||
Net loss | $ (5,288) | $ 9,480,000 | $ 9,480,000 | |||||||
Jaws Acquisition Corp [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Transaction costs | $ 2,536,382 | 2,536,382 | $ 2,536,382 | $ 2,536,382 | ||||||
Reimbursement by underwriters | $ 900,000 | |||||||||
Minimum percentage of fair market value on net assets in Trust Account in initial business combination | 80.00% | |||||||||
Minimum net tangible assets to be maintained to consummation of business combination. | $ 5,000,001 | |||||||||
Maximum interest to pay dissolution expenses | 100,000 | |||||||||
Cash and cash equivalents | 1,037,124 | |||||||||
Net cash from operating activities | (1,153,781) | |||||||||
Working capital deficit | 955,789 | |||||||||
Net loss | $ (5,288) | $ (4,544,269) | $ (2,560,151) | $ (2,563,564) | $ (7,107,833) | (28,879,692) | ||||
Working capital loan outstanding | 0 | |||||||||
Promissory Note With Related Party [Member] | Jaws Acquisition Corp [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Maximum borrowing capacity of related party promissory note | 300,000 | $ 300,000 | ||||||||
Sponsor | Jaws Acquisition Corp [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Proceeds from issue of shares | $ 25,000 | |||||||||
IPO | Jaws Acquisition Corp [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued | 69,000,000 | 69,000,000 | ||||||||
Share price | $ 10 | $ 10 | ||||||||
Proceeds from issuance of shares | $ 690,000,000 | |||||||||
Transaction costs | $ 37,748,594 | |||||||||
Underwriting fees | 12,900,000 | |||||||||
Reimbursement by underwriters | 900,000 | |||||||||
Deferred underwriting fees | 24,150,000 | |||||||||
Other offering costs | $ 698,594 | |||||||||
Over-Allotment Option [Member] | Jaws Acquisition Corp [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued | 9,000,000 | 9,000,000 | ||||||||
Private Placement | Sponsor | Jaws Acquisition Corp [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Price of warrants | $ 1.50 | |||||||||
Proceeds from Issuance of Warrants | $ 15,800,000 | |||||||||
Number of warrants to purchase shares issued (in shares) | 10,533,333 |
Restatement - Additional Inform
Restatement - Additional Information (Details) - Jaws Acquisition Corp [Member] - USD ($) | May 18, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 |
Fair value adjustment to warrants | $ 67,066,666 | $ 6,981,715 | $ 2,536,382 | $ 2,536,382 | $ 6,981,715 | $ 26,009,715 |
Restatements adjustment in net cash used in operating activities | 0 | 0 | 0 | 0 | 0 | |
Restatements adjustment in net cash used in investing activities | 0 | 0 | 0 | 0 | 0 | |
Restatements adjustment in net cash used in financing activities | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Transaction Cost [Member] | Shareholder Equity [Member] | ||||||
Effect of expensing amount allocated to fair value adjustment of warrants | $ 2,536,382 |
Restatement - Restatement of Ba
Restatement - Restatement of Balance Sheet and Statement of Operations and Stockholders' Equity (Details) - USD ($) | Dec. 31, 2019 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 |
Restatement [Line Items] | ||||||||
Accumulated deficit | $ (37,640,000) | $ (37,640,000) | $ (99,913,000) | |||||
Additional paid-in capital | 389,892,000 | 389,892,000 | ||||||
Change in fair value of warrant liabilities | 39,215,000 | 39,215,000 | ||||||
Net loss | $ (5,288) | 9,480,000 | 9,480,000 | |||||
Jaws Acquisition Corp [Member] | ||||||||
Restatement [Line Items] | ||||||||
Warrant liability | $ 71,511,999 | $ 67,066,666 | $ 67,066,666 | $ 71,511,999 | 90,539,999 | |||
Ordinary shares subject to possible redemption | 591,432,995 | 595,977,264 | 595,977,264 | 591,432,995 | 569,661,141 | |||
Accumulated deficit | (5,288) | (7,113,121) | (2,568,852) | (2,568,852) | (7,113,121) | (28,884,980) | ||
Additional paid-in capital | 12,110,416 | 7,566,192 | 7,566,192 | 12,110,416 | 33,882,053 | |||
Change in fair value of warrant liabilities | (4,445,333) | (4,445,333) | (23,473,333) | |||||
Transaction costs | (2,536,382) | (2,536,382) | (2,536,382) | (2,536,382) | ||||
Net loss | $ (5,288) | (4,544,269) | (2,560,151) | (2,563,564) | (7,107,833) | (28,879,692) | ||
Class A common stock | ||||||||
Restatement [Line Items] | ||||||||
Class A ordinary shares | 17,000 | 17,000 | ||||||
Class A common stock | Jaws Acquisition Corp [Member] | ||||||||
Restatement [Line Items] | ||||||||
Class A ordinary shares | $ 986 | $ 941 | $ 941 | $ 986 | $ 1,203 | |||
Basic and diluted net loss per share, Class B | $ 0 | |||||||
Class B common stock | ||||||||
Restatement [Line Items] | ||||||||
Class A ordinary shares | $ 31,000 | $ 31,000 | ||||||
Class B common stock | Jaws Acquisition Corp [Member] | ||||||||
Restatement [Line Items] | ||||||||
Class A ordinary shares | $ 1,725 | |||||||
Basic and diluted net loss per share, Class B | $ (5,288) | $ (0.27) | $ (0.15) | $ (0.15) | $ (0.42) | $ (1.69) | ||
Previously Reported [Member] | Jaws Acquisition Corp [Member] | ||||||||
Restatement [Line Items] | ||||||||
Ordinary shares subject to possible redemption | $ 662,944,994 | $ 663,043,930 | $ 663,043,930 | $ 662,944,994 | $ 660,201,140 | |||
Accumulated deficit | (131,406) | (32,470) | (32,470) | (131,406) | (2,875,265) | |||
Additional paid-in capital | 5,129,416 | 5,030,481 | 5,030,481 | 5,129,416 | 7,873,243 | |||
Net loss | (98,936) | (23,769) | (27,182) | (126,118) | (2,869,977) | |||
Previously Reported [Member] | Class A common stock | Jaws Acquisition Corp [Member] | ||||||||
Restatement [Line Items] | ||||||||
Class A ordinary shares | $ 271 | $ 270 | $ 270 | $ 271 | $ 298 | |||
Previously Reported [Member] | Class B common stock | Jaws Acquisition Corp [Member] | ||||||||
Restatement [Line Items] | ||||||||
Basic and diluted net loss per share, Class B | $ (0.01) | $ 0 | $ 0 | $ (0.02) | $ (0.18) | |||
Revision of Prior Period, Reclassification, Adjustment [Member] | Jaws Acquisition Corp [Member] | ||||||||
Restatement [Line Items] | ||||||||
Warrant liability | $ 71,511,999 | $ 67,066,666 | $ 67,066,666 | $ 71,511,999 | $ 90,539,999 | |||
Ordinary shares subject to possible redemption | (71,511,999) | (67,066,666) | (67,066,666) | (71,511,999) | (90,539,999) | |||
Accumulated deficit | (6,981,715) | (2,536,382) | (2,536,382) | (6,981,715) | (26,009,715) | |||
Additional paid-in capital | 6,981,000 | 2,535,711 | 2,535,711 | 6,981,000 | 26,008,810 | |||
Change in fair value of warrant liabilities | (4,445,333) | (4,445,333) | (23,473,333) | |||||
Transaction costs | (2,536,382) | (2,536,382) | (2,536,382) | (2,536,382) | ||||
Net loss | (4,445,333) | (2,536,382) | (2,536,382) | (6,981,715) | (26,009,715) | |||
Revision of Prior Period, Reclassification, Adjustment [Member] | Class A common stock | Jaws Acquisition Corp [Member] | ||||||||
Restatement [Line Items] | ||||||||
Class A ordinary shares | $ 715 | $ 671 | $ 671 | $ 715 | $ 905 | |||
Revision of Prior Period, Reclassification, Adjustment [Member] | Class B common stock | Jaws Acquisition Corp [Member] | ||||||||
Restatement [Line Items] | ||||||||
Basic and diluted net loss per share, Class B | $ (0.26) | $ (0.15) | $ (0.15) | $ (0.40) | $ (1.51) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, shares in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021USD ($)Plan$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Plan$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Jun. 03, 2021shares | |
Number of days from which warrants become exercisable after the consummation of business combination | 30 days | |||||
Warrants and rights outstanding term | 5 years | 5 years | ||||
Number of days from which warrants cannot be exercisable saleable after the completion of business combination | 30 days | |||||
Share price | $ / shares | $ 18 | $ 18 | ||||
Cash FDIC Insured Amount | $ 300,000 | $ 300,000 | ||||
Restricted cash balances | $ 600,000 | $ 600,000 | ||||
Number of health plan | Plan | 2 | 2 | ||||
Accounts receivable | $ 131,831,000 | $ 131,831,000 | $ 76,709,000 | |||
Allowance for doubtful accounts receivable | 0 | 0 | 0 | |||
Unpaid service provider cost | 500,000 | $ 5,400,000 | ||||
Loss contingency insurance policy, deductible | 100,000 | |||||
Loss contingency insurance policy, insurance reimbursements | 800,000 | $ 0 | 1,800,000 | 0 | ||
Loss contingency insurance policy, Premiums | 1,800,000 | 1,200,000 | 3,500,000 | 2,300,000 | ||
Insurance recoveries | 1,500,000 | 2,500,000 | ||||
Loss on extinguishment of debt | (13,225,000) | (13,225,000) | ||||
Amortization of debt issuance costs | 1,100,000 | 800,000 | 3,300,000 | 800,000 | ||
Impairment to goodwill | 0 | 0 | ||||
Debt issuance costs and debt discounts premium, Net | $ 16,800,000 | 16,800,000 | 24,900,000 | |||
Extinguishment of debt, amount | $ 400,000,000 | |||||
Former Owner And Sole Managing Member of PCIH | ||||||
Percentage of voting rights held | 64.30% | 64.30% | ||||
Percentage of economic rights held | 64.30% | 64.30% | ||||
Former Stock Holders Of Jaws And Pipe Investors | ||||||
Percentage of voting rights held | 35.70% | 35.70% | ||||
Percentage of economic rights held | 35.70% | 35.70% | ||||
Percentage of managing rights | 100.00% | 100.00% | ||||
Leaseholds and Leasehold Improvements | ||||||
Property plant and equipment useful life | 15 years | |||||
Selling, General and Administrative Expenses | ||||||
Advertising and Marketing expense | $ 3,100,000 | $ 1,200,000 | $ 5,600,000 | $ 2,600,000 | ||
Professional and General Liability | ||||||
Malpractice insurance policy with a coverage limit | 1,000,000 | |||||
Malpractice insurance policy with a aggregate coverage limit | 3,000,000 | |||||
Umbrella Insurance policy coverage | 5,000,000 | |||||
Insurance claim liabilities | 400,000 | 400,000 | 100,000 | |||
Notes Payable | ||||||
Debt issuance costs and debt discounts premium, Net | 16,100,000 | 16,100,000 | 18,500,000 | |||
Prepaid Expenses and Other Current Assets | ||||||
Debt issuance costs and debt discounts premium, Net | 200,000 | 200,000 | 5,800,000 | |||
Other Assets | ||||||
Debt issuance costs and debt discounts premium, Net | 500,000 | $ 500,000 | 600,000 | |||
Maximum | ||||||
Loss contingency insurance policy, Maximum Coverage limit | 2,000,000 | |||||
Property plant and equipment useful life | 15 years | |||||
Estimated useful life of intangible assets | 20 years | |||||
Minimum | ||||||
Property plant and equipment useful life | 3 years | |||||
Estimated useful life of intangible assets | 1 year | |||||
Medicare risk adjustment | ||||||
Accounts receivable | $ 82,000,000 | $ 82,000,000 | $ 18,100,000 | |||
Revenue Benchmark | ||||||
Concentration risk percentage | 64.90% | 68.00% | 68.60% | 65.10% | ||
Accounts Receivable | ||||||
Concentration risk percentage | 60.00% | 67.10% | ||||
Significant Vendor | ||||||
Concentration risk percentage | 96.00% | 100.00% | 96.00% | 100.00% | ||
Public Warrants | ||||||
Warrants outstanding | shares | 23,000 | 23,000 | 23,000 | |||
Private Placement Warrants | ||||||
Warrants outstanding | shares | 10,530 | 10,530 | 10,530 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Capital revenue | $ 379,210 | $ 163,927 | $ 646,261 | $ 291,643 |
Fee for service and other revenue | 13,953 | 7,279 | 27,037 | 14,861 |
Total revenue | $ 393,163 | $ 171,206 | $ 673,298 | $ 306,504 |
Percentage of capital revenue | 96.50% | 95.80% | 96.00% | 95.20% |
Percentage of fee for service and other revenue | 3.50% | 4.20% | 4.00% | 4.80% |
Total revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Medicare | ||||
Disaggregation of Revenue [Line Items] | ||||
Capital revenue | $ 334,700 | $ 129,385 | $ 561,079 | $ 235,395 |
Percentage of capital revenue | 85.10% | 75.60% | 83.30% | 76.80% |
Other capitated revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Capital revenue | $ 44,510 | $ 34,542 | $ 85,182 | $ 56,248 |
Percentage of capital revenue | 11.40% | 20.20% | 12.70% | 18.40% |
Fee-for-service | ||||
Disaggregation of Revenue [Line Items] | ||||
Fee for service and other revenue | $ 4,389 | $ 1,246 | $ 8,937 | $ 3,011 |
Percentage of fee for service and other revenue | 1.10% | 0.70% | 1.30% | 1.00% |
Pharmacy | ||||
Disaggregation of Revenue [Line Items] | ||||
Fee for service and other revenue | $ 8,217 | $ 5,718 | $ 15,523 | $ 11,054 |
Percentage of fee for service and other revenue | 2.10% | 3.30% | 2.30% | 3.60% |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Fee for service and other revenue | $ 1,347 | $ 315 | $ 2,577 | $ 796 |
Percentage of fee for service and other revenue | 0.30% | 0.20% | 0.40% | 0.20% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Account Receivable Balance (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | $ 131,831 | $ 76,709 |
Accounts receivable | ||
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | 130,641 | 113,089 |
Medicare risk adjustment | ||
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | 82,030 | 18,144 |
Unpaid service provider costs | ||
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | $ (80,840) | $ (54,524) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Activity in Unpaid Service Provider Cost For The Period (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Receivables [Abstract] | ||
Beginning balance | $ 54,524 | $ 19,968 |
Unpaid service cost incurred in current year | 305,665 | 147,031 |
Unpaid service cost incurred in previous year | (519) | (5,429) |
Total | 305,146 | 141,602 |
Unpaid service cost paid in current year | 224,825 | 79,331 |
Unpaid service cost paid in previous year | 54,005 | 41,418 |
Total | 278,830 | 120,749 |
Ending balance | $ 80,840 | $ 40,821 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Ordinary Shares Subject to Possible Redemption (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Jaws Acquisition Corp | ||
Shares subject to possible redemption | 56,966,114 | 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Offering Costs (Details) - Jaws Acquisition Corp [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Offering costs | $ 435,036 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering costs | 35,212,212 | |
Public And Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering costs | $ 2,536,382 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | ||||||
Unrecognized Tax Benefits | $ 0 | $ 0 | ||||
Tax provision | $ (2,023,000) | $ (19,000) | $ (1,309,000) | $ (32,000) | ||
Jaws Acquisition Corp [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Unrecognized Tax Benefits | $ 0 | $ 0 | ||||
Accrued for interest and penalties | 0 | 0 | ||||
Tax provision | $ 0 | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Net Income (Loss) Per Ordinary Share (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded since their inclusion would be anti-dilutive | 48,930,212 | 48,930,212 | |
Common Class A [Member] | Private Placement Warrants | Jaws Acquisition Corp [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded since their inclusion would be anti-dilutive | 33,533,333 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Federal deposit | $ 300,000 | |
Minimum [Member] | Jaws Acquisition Corp [Member] | ||
Federal deposit | $ 250,000 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Warrant Liabilities (Details) - $ / shares | May 18, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Share price | $ 18 | ||
Public Warrants expiration term | 5 years | ||
Jaws Acquisition Corp [Member] | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||
Class A common stock | Jaws Acquisition Corp [Member] | |||
Class of warrants or rights number of shares excercisable for each unit of warrant | 0.33 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Public Warrants [Member] | Jaws Acquisition Corp [Member] | |||
Public Warrants exercisable term after the completion of a business combination | 30 days | ||
Public Warrants exercisable term from the closing of the initial public offering | 12 months | ||
Public Warrants expiration term | 5 years | ||
Public Warrants [Member] | Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00 | Jaws Acquisition Corp [Member] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Public Warrants [Member] | Class A common stock | Jaws Acquisition Corp [Member] | |||
Class of warrants or rights number of warrants issued during the period | 23,000,000 | ||
Private Placement Warrants [Member] | Class A common stock | Jaws Acquisition Corp [Member] | |||
Class of warrants or rights number of warrants issued during the period | 10,533,333 | ||
Class of warrants or rights issue price per warrant | $ 1.50 | ||
Class of warrants or rights number of shares excercisable for each unit of warrant | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Private And Public Warrants [Member] | Jaws Acquisition Corp [Member] | |||
Percentage holding of beneficial interest for approval to be obtained for warrant redemtion | 50.00% | ||
IPO [Member] | Jaws Acquisition Corp [Member] | |||
Number of shares issued | 69,000,000 | 69,000,000 | |
Share price | $ 10 | $ 10 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income(Loss) Per Ordinary share (Details) - USD ($) | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | ||||||
Interest Income | $ 1,000 | $ 79,000 | $ 2,000 | $ 159,000 | ||
Net Earnings | 4,947,000 | (10,986,000) | (5,523,000) | (13,172,000) | ||
Numerator: Net Loss minus Redeemable Net Earnings | ||||||
Net Loss | $ 4,947,000 | $ (10,986,000) | $ (5,523,000) | $ (13,172,000) | ||
Jaws Acquisition Corp [Member] | ||||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | ||||||
Interest Income | $ 306,930 | |||||
Net Earnings | (5,288) | (28,879,692) | ||||
Numerator: Net Loss minus Redeemable Net Earnings | ||||||
Net Loss | (5,288) | (28,879,692) | ||||
Common Class A [Member] | Jaws Acquisition Corp [Member] | ||||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | ||||||
Interest Income | 306,930 | |||||
Net Earnings | $ 306,930 | |||||
Denominator: Weighted Average Redeemable Class A Ordinary Shares | ||||||
Redeemable Class A Ordinary Shares, Basic and Diluted | 69,000,000 | |||||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ 0 | |||||
Numerator: Net Loss minus Redeemable Net Earnings | ||||||
Net Loss | $ 306,930 | |||||
Common Class B [Member] | Jaws Acquisition Corp [Member] | ||||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | ||||||
Net Earnings | (5,288) | (28,879,692) | ||||
Numerator: Net Loss minus Redeemable Net Earnings | ||||||
Net Loss | (5,288) | (28,879,692) | ||||
Redeemable Net Earnings | (306,930) | |||||
Non-Redeemable Net Loss | $ (5,288) | $ (29,186,622) | ||||
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | ||||||
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | 1 | 17,250,000 | ||||
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ (5,288) | $ (1.69) |
Public Offering (Details)
Public Offering (Details) - $ / shares | May 18, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Share price | $ 18 | ||
Jaws Acquisition Corp | IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 69,000,000 | 69,000,000 | |
Share price | $ 10 | $ 10 | |
Jaws Acquisition Corp | Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 9,000,000 | 9,000,000 | |
Jaws Acquisition Corp | Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 1 | ||
Number of shares issuable per warrant | 0.33 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Allocation of the Purchase Price (Details) - USD ($) $ in Thousands | Jun. 11, 2021 | Jun. 01, 2020 | Jan. 02, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Line Items] | ||||||
Goodwill | $ 546,312 | $ 234,328 | ||||
University Health Care and Its Affiliates | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Line Items] | ||||||
Accounts receivable, net of unpaid service provider costs | $ 2,217 | |||||
Inventory | 264 | |||||
Property and equipment, net | 1,636 | |||||
Payor relationships | 175,172 | |||||
Non-compete intangibles | 45,191 | |||||
Other acquired intangibles | 113,237 | |||||
Other assets | 116 | |||||
Goodwill | 273,427 | |||||
Accounts payable and accrued expenses | (140) | |||||
Total purchase price, including non-compete intangibles | $ 611,120 | |||||
HP Enterprises II LLC and Related Entities | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Line Items] | ||||||
Property and equipment, net | $ 2,409 | |||||
Non-compete intangibles | 1,022 | |||||
Other acquired intangibles | 117,014 | |||||
Other assets | 87 | |||||
Goodwill | 74,852 | |||||
Total purchase price, including non-compete intangibles | $ 195,384 | |||||
Primary Care Physicians and Related Entities | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Line Items] | ||||||
Cash and cash equivalents | $ 191 | |||||
Accounts receivable, net of unpaid service provider costs | 486 | 185 | $ 486 | |||
Inventory | 155 | |||||
Property and equipment, net | 1,518 | 2,128 | 4,012 | |||
Non-compete intangibles | 846 | |||||
Other acquired intangibles | 43,549 | 372,210 | 162,536 | |||
Other assets | 2,601 | 433 | ||||
Goodwill | 13,738 | 311,963 | 89,976 | |||
Accounts payable and accrued expenses | (274) | $ (295) | $ (16,288) | |||
Total purchase price, including non-compete intangibles | $ 60,209 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - USD ($) | Jun. 01, 2022 | Jun. 11, 2021 | Jan. 13, 2021 | Jun. 01, 2020 | Jan. 02, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Business Acquisition [Line Items] | ||||||||||
Revenues | $ 393,163,000 | $ 171,206,000 | $ 673,298,000 | $ 306,504,000 | ||||||
Net income (loss) | $ (5,288) | 9,480,000 | 9,480,000 | |||||||
University Health Care and Its Affiliates | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, consideration transferred | $ 611,120,000 | |||||||||
Cash consideration paid | 541,500,000 | |||||||||
Business combination, contingent consideration | 9,600,000 | |||||||||
Finite-lived Intangible Assets Acquired | $ 45,200,000 | |||||||||
Weighted-average amortization period | 5 years | |||||||||
Revenues | 30,600,000 | 16,100,000 | ||||||||
Net income (loss) | 30,600,000 | 16,100,000 | ||||||||
University Health Care and Its Affiliates | University Brand | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | 110,400,000 | |||||||||
University Health Care and Its Affiliates | Provider Relationship | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | 2,900,000 | |||||||||
University Health Care and Its Affiliates | Class A common stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares of equity interests issued to acquire entity | 4,055,698 | |||||||||
Business acquisition, equity interest issued value assigned | $ 60,000,000 | |||||||||
HP Enterprises II LLC and Related Entities | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, consideration transferred | $ 195,384,000 | |||||||||
Cash consideration paid | 149,300,000 | |||||||||
Finite-lived Intangible Assets Acquired | $ 1,000,000 | |||||||||
Weighted-average amortization period | 5 years | |||||||||
Revenues | 98,700,000 | 33,600,000 | 179,000,000 | 33,600,000 | ||||||
Net income (loss) | 10,300,000 | 2,200,000 | 23,300,000 | 2,200,000 | ||||||
Payments made for an escrow agent | $ 18,000,000 | |||||||||
Other payments to acquire businesses | $ 17,100,000 | |||||||||
Business combination, consideration transferred, liabilities incurred | $ 16,100,000 | |||||||||
Business combination, contingent consideration arrangements, description | due no later than five days following January 31, 2022. | |||||||||
HP Enterprises II LLC and Related Entities | Subsequent Event | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Other payments to acquire businesses | $ 900,000 | |||||||||
HP Enterprises II LLC and Related Entities | HP Brand | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | 20,600,000 | |||||||||
HP Enterprises II LLC and Related Entities | Payor relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | 96,400,000 | |||||||||
HP Enterprises II LLC and Related Entities | Class A-4 Units | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares of equity interests issued to acquire entity | 923,076 | |||||||||
Business acquisition, equity interest issued value assigned | $ 30,000,000 | |||||||||
Primary Care Physicians and Related Entities | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, consideration transferred | $ 60,209,000 | |||||||||
Cash consideration paid | 53,600,000 | |||||||||
Finite-lived Intangible Assets Acquired | $ 800,000 | |||||||||
Weighted-average amortization period | 3 years | |||||||||
Revenues | 12,800,000 | 4,200,000 | 23,600,000 | 12,600,000 | ||||||
Net income (loss) | $ 5,100,000 | $ 500,000 | 8,100,000 | $ 3,700,000 | ||||||
Business combination, pay-down of long-term debt | $ 1,500,000 | |||||||||
Pay down of accounts payable and accrued expenses | $ 1,100,000 | |||||||||
Primary Care Physicians and Related Entities | Primary Care Physicians Brand | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | 4,000,000 | |||||||||
Primary Care Physicians and Related Entities | Payor relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | $ 39,500,000 | |||||||||
Primary Care Physicians and Related Entities | Class A-4 Units | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares of equity interests issued to acquire entity | 123,077 | |||||||||
Business acquisition, equity interest issued value assigned | $ 4,000,000 |
Business Acquisitions - Summa_2
Business Acquisitions - Summary of Company's Assets and Liabilities and Reconciliation of Cash Paid for Net Assets Acquired (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jan. 02, 2020 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 546,312 | $ 234,328 | ||
Acquisitions of subsidiaries, including non-compete intangibles, net of cash acquired | 617,576 | $ 205,325 | ||
Primary Care Physicians and Related Entities | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 185 | 486 | $ 486 | |
Other assets | 2,601 | 433 | ||
Property and equipment | 2,128 | 4,012 | 1,518 | |
Goodwill | 311,963 | 89,976 | 13,738 | |
Intangibles | 372,210 | 162,536 | 43,549 | |
Total assets acquired | 689,087 | 257,443 | ||
Due to sellers | 295 | 16,288 | $ 274 | |
Contingent consideration | 9,600 | |||
Other liabilities | 1,616 | 1,530 | ||
Total liabilities assumed | 11,511 | 17,818 | ||
Net Assets Acquired | 677,576 | 239,625 | ||
Issuance of Parent equity in connection with acquisitions | 60,000 | 34,300 | ||
Acquisitions of subsidiaries, including non-compete intangibles, net of cash acquired | $ 617,576 | $ 205,325 |
Business Acquisitions - Summa_3
Business Acquisitions - Summary of Pro Forma Information of the Combined Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Revenue | $ 446,873 | $ 281,597 | $ 815,143 | $ 582,482 |
Net income (loss) | $ 15,940 | $ 7,821 | $ 22,096 | $ 21,073 |
Property And Equipment, Net - S
Property And Equipment, Net - Summary of Property And Equipment, Net And The Related Useful Lives (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 62,171 | $ 49,229 |
Less: Accumulated depreciation and amortization | (15,813) | (11,103) |
Property and equipment, net | $ 46,358 | 38,126 |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 15 years | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | Lesser of lease term or 15 years | |
Property, Plant and Equipment, Gross | $ 29,779 | 25,021 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 11,012 | 8,288 |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 12 years | |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,546 | 4,900 |
Automobiles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Automobiles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Computer and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Property, Plant and Equipment, Gross | $ 5,376 | 4,475 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,876 | 2,390 |
Furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 7 years | |
Furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,582 | $ 4,155 |
Property And Equipment, Net - A
Property And Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 2.5 | $ 1.4 | $ 4.7 | $ 2.7 | |
Construction in Progress and Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Transactions with related party | 1.1 | $ 1.2 | 2.5 | $ 3.2 | |
Due to related party | $ 0.1 | $ 0.1 | $ 0.1 |
Goodwill And Intangibles, Net -
Goodwill And Intangibles, Net - Summary of Total Intangible, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 617,369 | $ 245,157 |
Accumulated Amortization | (27,869) | (18,802) |
Net Carrying Amount | 589,500 | 226,355 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,409 | 1,409 |
Accumulated Amortization | (708) | (630) |
Net Carrying Amount | 701 | 779 |
Brand | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 141,073 | 29,486 |
Accumulated Amortization | (3,618) | (2,171) |
Net Carrying Amount | 137,455 | 27,315 |
Non-compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 54,061 | 7,733 |
Accumulated Amortization | (4,791) | (3,373) |
Net Carrying Amount | 49,270 | 4,360 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 880 | 880 |
Accumulated Amortization | (159) | (135) |
Net Carrying Amount | 721 | 745 |
Payor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 412,958 | 201,530 |
Accumulated Amortization | (17,773) | (11,960) |
Net Carrying Amount | 395,185 | 189,570 |
Provider relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,988 | 4,119 |
Accumulated Amortization | (820) | (533) |
Net Carrying Amount | $ 6,168 | $ 3,586 |
Goodwill And Intangibles, Net_2
Goodwill And Intangibles, Net - Summary of Expected Amortization Expense of The Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2021 | $ 21,085 | |
2022 | 41,278 | |
2023 | 39,504 | |
2024 | 38,305 | |
2025 | 37,900 | |
Thereafter | 411,428 | |
Net Carrying Amount | $ 589,500 | $ 226,355 |
Goodwill And Intangibles, Net_3
Goodwill And Intangibles, Net - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)unit | Jun. 30, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 5,500,000 | $ 2,600,000 | $ 9,100,000 | $ 4,600,000 |
Number of reporting units | unit | 1 | |||
Goodwill impairment loss | $ 0 | $ 0 |
Capital Lease Obligations - Sch
Capital Lease Obligations - Schedule of Future Minimum Lease Payments Under The Capital Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Capital Leases, Future Minimum Payments, Net Minimum Payments, Fiscal Year Maturity [Abstract] | ||
Remainder of 2021 | $ 601 | |
2022 / 2021 | 1,110 | $ 1,038 |
2023 / 2022 | 778 | 919 |
2024 / 2023 | 472 | 586 |
2025 / 2024 | 36 | 271 |
Total minimum lease payments | 2,997 | 2,814 |
Less: amount representing interest | (352) | (358) |
Capital Lease Obligations | 2,645 | 2,456 |
Less: current maturities | (978) | (876) |
Total | $ 1,667 | $ 1,580 |
Capital Lease Obligations - Add
Capital Lease Obligations - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Capital Lease Obligations [Line Items] | ||
Capital lease expiration year | expiring through the year 2025 | |
Gross asset value | $ 62,171 | $ 49,229 |
Accumulated depreciation | $ 15,813 | 11,103 |
Maximum | ||
Capital Lease Obligations [Line Items] | ||
Capital Lease interest rate | 12.10% | |
Minimum | ||
Capital Lease Obligations [Line Items] | ||
Capital Lease interest rate | 4.10% | |
Assets Held under Capital Leases | ||
Capital Lease Obligations [Line Items] | ||
Gross asset value | $ 4,800 | 4,200 |
Accumulated depreciation | $ 1,600 | $ 1,500 |
Equipment Loans - Summary of Eq
Equipment Loans - Summary of Equipment loans (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 547,428 | |
Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,215 | $ 1,187 |
Less: Current portion | (324) | (314) |
Long-term Debt, Excluding Current Maturities | 891 | 873 |
Note Payable One | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 36 | 51 |
Note Payable Two | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 47 | 82 |
Note Payable Three | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 67 | 58 |
Note Payable Four | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 82 | 92 |
Note Payable Five | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 800 | $ 904 |
Other Equipment Financing | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 183 |
Contract Liabilities - Summary
Contract Liabilities - Summary of Significant Changes In The Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Change in Contract with Customer, Liability [Abstract] | ||
Balance | $ 6,264 | $ 5,265 |
Increases due to amounts collected | 1,300 | |
Revenues recognized from current period increases | (328) | (629) |
Balance | $ 5,936 | $ 5,936 |
Contract Liabilities - Addition
Contract Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Change In Contract With Customer Liability [Line Items] | ||||
Contract with Customer, Liability | $ 5,936 | $ 5,936 | $ 6,264 | $ 5,265 |
Revenues recognized from current period increases | 328 | 629 | ||
Contract with customer liability revenue to be recognized,Remainder of 2021 | 700 | 700 | ||
Contract with customer liability revenue to be recognized, Remainder of 2022 | 1,700 | 1,700 | ||
Contract with customer liability revenue to be recognized, Remainder of 2023 | 1,700 | 1,700 | ||
Contract with customer liability revenue to be recognized, Remainder of 2024 | 1,500 | 1,500 | ||
Contract with customer liability revenue to be recognized, Remainder of 2025 | 300 | 300 | ||
Humana Affiliate Provider [Member] | ||||
Change In Contract With Customer Liability [Line Items] | ||||
Contract with Customer, Liability | 5,900 | 5,900 | $ 5,300 | |
Revenues recognized from current period increases | $ 300 | $ 600 |
Revolving Credit Facility - Add
Revolving Credit Facility - Additional Information (Details) - Revolving Credit Facility - New Credit Suisse Agreement - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Nov. 23, 2020 | |
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 26.3 | $ 30 | $ 30 |
Line of credit | $ 0 | $ 0 | |
Line of credit facility, interest rate description | London interbank offered rate (“LIBOR”) plus 4.5%. | ||
Debt instrument variable interest rate spread | 4.50% | ||
Letter of Credit | Third Party One | |||
Line of Credit Facility [Line Items] | |||
Line of credit | $ 0.9 | ||
Letter of Credit | Third Party Two | |||
Line of Credit Facility [Line Items] | |||
Line of credit | $ 2.9 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Nov. 23, 2020 | Jun. 01, 2020 | Apr. 23, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Jun. 11, 2021 | Mar. 31, 2021 | Dec. 15, 2020 | Dec. 31, 2019 |
Debt instrument , maturity date | Apr. 23, 2023 | |||||||||||||
Gain loss on embedded derivative | $ (306) | $ (306) | ||||||||||||
Long term debt | $ 547,428 | $ 547,428 | ||||||||||||
Extinguishment of debt, Amount | 400,000 | |||||||||||||
Loss on extinguishment of debt | (13,225) | (13,225) | ||||||||||||
Debt issuance costs and debt discounts premium, Net | $ 24,900 | 16,800 | 16,800 | $ 24,900 | ||||||||||
Interest expenses | 9,714 | 5,717 | 20,340 | 9,382 | ||||||||||
Amortization of debt issuance costs | 1,100 | $ 800 | 3,300 | 800 | ||||||||||
Interest paid | 11,925 | $ 8,294 | ||||||||||||
Prepaid Expenses and Other Current Assets | ||||||||||||||
Debt issuance costs and debt discounts premium, Net | $ 5,800 | 200 | 200 | 5,800 | ||||||||||
DDTL Ticking Fees | ||||||||||||||
Percentage of fee for the commencing period | 0.00% | |||||||||||||
DDTL Ticking Fees | Interest On The Initial Term Loan Delayed Draw Term Loans And Initial Revolving Facility | ||||||||||||||
Percentage of fee to applicable interest rate | 50.00% | |||||||||||||
Revolving Credit Facility | Prepaid Expenses and Other Current Assets | ||||||||||||||
Debt issuance costs and debt discounts premium, Net | 700 | 700 | ||||||||||||
Term Loan Three | ||||||||||||||
Long term debt | $ 480,000 | |||||||||||||
Debt instruments, Mandatory prepayment | $ 400,000 | 400,000 | ||||||||||||
Extinguishment of debt, Amount | 400,000 | |||||||||||||
Loss on extinguishment of debt | 13,200 | |||||||||||||
Interest paid | $ 700 | |||||||||||||
Initial Term Loan And Delayed Draw Term Loan | ||||||||||||||
Debt instrument interest rate, Effective percentage | 3.75% | |||||||||||||
Debt instrument, Basis spread on variable rate | 0.75% | 1.75% | ||||||||||||
Minimum amount determining mandatory prepayments | $ 3,000 | |||||||||||||
Percentage of amount to net proceed, Determining mandatory prepayment | 100.00% | |||||||||||||
Initial Term Loan And Delayed Draw Term Loan | Basis Spread Determined By Credit Rating | ||||||||||||||
Debt instrument interest rate, Effective percentage | 3.50% | |||||||||||||
Initial Term Loan And Delayed Draw Term Loan | Basis Spread Determined By Credit Rating Existence | ||||||||||||||
Debt instrument interest rate, Effective percentage | 3.25% | |||||||||||||
Initial Term Loan And Delayed Draw Term Loan | Common Stock | ||||||||||||||
Proceeds from private placement | 400,000 | |||||||||||||
Initial Term Loan And Delayed Draw Term Loan | Maximum | ||||||||||||||
Percentage of amount determining mandatory prepayment | 50.00% | |||||||||||||
Initial Term Loan And Delayed Draw Term Loan | Minimum | ||||||||||||||
Percentage of amount determining mandatory prepayment | 0.00% | |||||||||||||
Delayed Draw Term Loans Maintained As Euro Dollar Borrowings | DDTL Ticking Fees | ||||||||||||||
Percentage of fee to applicable interest rate | 100.00% | |||||||||||||
Initial Term Loan And Each Delayed Draw Term Loan | ||||||||||||||
Percentage of principal payment outstanding | 0.25% | |||||||||||||
ABR Borrowings | ||||||||||||||
Debt instrument, Basis spread on variable rate | 0.50% | |||||||||||||
Debt instrument, Interest rate terms | ABR borrowings are subject to interest at a rate per annum equal to (1) the greatest of (a) Credit Suisse’s prime rate in effect on such day, (b) the funds effective rate issued by the Federal Reserve Bank of New York in effect on such day plus 0.5% | |||||||||||||
ABR Borrowings | Credit Suisse's Statutory Reserve Rate [Member] | ||||||||||||||
Debt instrument, Floor rate | 0.75% | 0.75% | ||||||||||||
Initial Term Loan And Initial Revolving Facility | ||||||||||||||
Debt instrument interest rate, Effective percentage | 6.20% | 6.20% | ||||||||||||
Debt instrument, interest rate stated percentage | 5.50% | 5.50% | ||||||||||||
Received Individually | Initial Term Loan And Delayed Draw Term Loan | Minimum | ||||||||||||||
Proceeds from disposition of assets used in prepayment of credit agreement in fiscal year | 3,000 | |||||||||||||
Received In Aggregate | Initial Term Loan And Delayed Draw Term Loan | ||||||||||||||
Proceeds from disposition Of assets used in prepayment of credit agreement in aggregate | $ 10,000 | |||||||||||||
Proceeds Received From The Issuance of Indebtedness | Initial Term Loan And Delayed Draw Term Loan | ||||||||||||||
Percentage of amount to net proceed, Determining mandatory prepayment | 100.00% | |||||||||||||
Term Loan One | ||||||||||||||
Debt instrument interest rate, Effective percentage | 7.50% | 8.00% | 8.00% | 6.30% | ||||||||||
Debt instrument, frequency of payments | quarterly | |||||||||||||
Term Loan Two | ||||||||||||||
Debt instrument, frequency of payments | quarterly | |||||||||||||
Debt instrument , maturity date | Dec. 1, 2022 | |||||||||||||
Term loan, principal amount | $ 130,000 | |||||||||||||
Debt instrument, interest rate stated percentage | 5.00% | |||||||||||||
Debt Instrument Fee Terms | 0.50% | |||||||||||||
Embedded derivative fair value | $ 51,300 | $ 51,300 | ||||||||||||
Gain loss on embedded derivative | 300 | $ 300 | ||||||||||||
Term Loan Two | Payment in Kind (PIK) Note | ||||||||||||||
Debt instrument, interest rate stated percentage | 11.50% | |||||||||||||
Credit Agreement | Credit Suisse AG | ||||||||||||||
Credit agreement, maximum amount | $ 685,000 | |||||||||||||
Credit Agreement | Initial Term Loan And The Delayed Draw Term Loans | ||||||||||||||
Debt instrument , maturity date | Nov. 23, 2027 | |||||||||||||
Credit Agreement | Revolving Credit Facility | ||||||||||||||
Credit agreement, maximum amount | 30,000 | |||||||||||||
Credit Agreement | Delayed Draw Term Loans | ||||||||||||||
Debt instrument , maturity date | Nov. 23, 2027 | |||||||||||||
Credit Agreement | Delayed Draw Term Loans | Credit Suisse AG | ||||||||||||||
Credit agreement, maximum amount | 175,000 | |||||||||||||
Credit Agreement | Initial Term Loan And Term Loan Three | Credit Suisse AG | ||||||||||||||
Term loan, principal amount | $ 480,000 | |||||||||||||
Credit Agreement | Minimum Amount Borrowed Under The Commitment | Delayed Draw Term Loans | ||||||||||||||
Long term loan, Loan obligation | $ 5,000 | $ 5,000 | ||||||||||||
Eurodollar Borrowings | ||||||||||||||
Debt instrument, Basis spread on variable rate | 4.75% | 4.50% | ||||||||||||
Debt instrument, Interest rate terms | LIBOR Rate for a one month interest period on such day, as adjusted via multiplication by the Credit Suisse’s statutory reserve rate and subject to a floor of 0.75% on the adjusted rate | |||||||||||||
Eurodollar Borrowings | Basis Spread Determined Based On Credit Rating | ||||||||||||||
Debt instrument, Basis spread on variable rate | 4.25% | |||||||||||||
Term Loan Four | ||||||||||||||
Term loan, principal amount | $ 295,000 | |||||||||||||
Term Loan Three Term Loan Four And Delayed Draw Term Commitments | ||||||||||||||
Long term debt, Bearing fixed interest rate | 5.25% | 5.25% | ||||||||||||
Debt issuance costs and debt discounts premium, Net | $ 16,100 | $ 16,100 | ||||||||||||
Initial Term Loan And The Delayed Draw Term Loans | ABR Borrowings | ||||||||||||||
Debt instrument, Basis spread on variable rate | 1.00% |
Long-Term Debt - Schedule of No
Long-Term Debt - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: Current portion of notes payable | $ (5,488) | $ (4,800) |
Long-term Debt, Gross | 541,940 | 475,200 |
Less: debt issuance costs | (16,110) | (18,455) |
Notes payable, net of current portion | 525,830 | 456,745 |
Term Loan Three | ||
Debt Instrument [Line Items] | ||
Notes Payable | 168,174 | $ 480,000 |
Term Loan 4 | ||
Debt Instrument [Line Items] | ||
Notes Payable | 294,263 | |
Delayed Draw Term Loans | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 84,991 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2021 | $ 2,744 |
2022 | 5,488 |
2023 | 5,488 |
2024 | 5,488 |
2025 | 5,488 |
Thereafter | 522,732 |
Total | $ 547,428 |
Due to Sellers - Additional Inf
Due to Sellers - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Due to Sellers [Line Items] | |||
Due to sellers current and non current | $ 22 | $ 22 | $ 41.1 |
Employment Agreements With Sellers | |||
Due to Sellers [Line Items] | |||
Due to sellers | 15.1 | 15.1 | 34.5 |
Total bonus owed to sellers | 6.9 | 6.9 | $ 6.6 |
Total bonus charges to sellers | $ 1.8 | $ 3.8 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 03, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in fair value of warrant liabilities | $ (39,215,000) | $ (39,215,000) | ||||
Fair value, liability, recurring basis, level two debt | $ 542,900,000 | $ 542,900,000 | $ 474,000,000 | |||
Jaws Acquisition Corp | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in fair value of warrant liabilities | $ 4,445,333 | $ 4,445,333 | 23,473,333 | |||
Cash and marketable securities held in Trust Account | 690,306,930 | |||||
Cash and Cash Equivalents | Jaws Acquisition Corp | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash and marketable securities held in Trust Account | 12,220 | |||||
US Treasury Securities | Jaws Acquisition Corp | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash and marketable securities held in Trust Account | $ 690,294,710 | |||||
Public Warrants | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Warrants outstanding | 23,000 | 23,000 | 23,000 | |||
Change in fair value of warrant liabilities | $ 12,500,000 | $ 12,500,000 | ||||
Private Placement Warrants | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Warrants outstanding | 10,530 | 10,530 | 10,530 | |||
Change in fair value of warrant liabilities | $ 26,700,000 | $ 26,700,000 | ||||
Contingent Consideration | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Percentage of preliminary consideration | 20.00% | 20.00% | ||||
Fair value adjustments | $ (496,000) | $ (211,000) | ||||
Contingent Consideration | Measurement Input, Risk Free Interest Rate | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent consideration liability measurement input | 7.00% | 7.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Warrant Liability (Details) | Jun. 30, 2021yr | Jun. 03, 2021yr | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 18, 2020 |
Exercise price | Jaws Acquisition Corp | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative Asset (Liability) Net, Measurement Input | 11.50 | 11.50 | 11.50 | 11.50 | ||
Exercise price | Warrant Liabilities | Level 3 inputs | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 | ||||
Stock price | Jaws Acquisition Corp | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative Asset (Liability) Net, Measurement Input | 13.41 | 10.41 | 10 | 10 | ||
Stock price | Warrant Liabilities | Level 3 inputs | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 12.10 | 14.75 | ||||
Term (years) | Jaws Acquisition Corp | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Long-term Debt, Term | 5 years 3 months 18 days | 5 years | 5 years | 5 years | ||
Term (years) | Warrant Liabilities | Level 3 inputs | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 4.9 | 5 | ||||
Volatility | Jaws Acquisition Corp | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative Asset Liability Percentage | 12.90% | 29.00% | 45.00% | 45.00% | ||
Volatility | Warrant Liabilities | Level 3 inputs | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.448 | 0.371 | ||||
Rick free interest rate | Jaws Acquisition Corp | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative Asset Liability Percentage | 0.40% | 0.30% | 0.30% | 0.40% | ||
Rick free interest rate | Warrant Liabilities | Level 3 inputs | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.009 | 0.008 | ||||
Dividend yield | Jaws Acquisition Corp | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative Asset Liability Percentage | 0.00% | 0.00% | 0.00% | 0.00% | ||
Dividend yield | Warrant Liabilities | Level 3 inputs | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | ||||||
Public warrant price | Jaws Acquisition Corp | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Public Warrant Price | 2.70 | 2.12 | 0 | 0 | ||
Public warrant price | Warrant Liabilities | Level 3 inputs | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 3.69 | 4.85 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule Of Quantitative Information Regarding Level 3 Fair Value Measurements Embedded Derivative Liability (Details) - Embedded Derivative Liability - Level 3 inputs | Jun. 30, 2020 | Jun. 01, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected date of event | Fourth Quarter 2020 | Fourth Quarter 2020 |
Probability of change of control | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0.90 | 0.90 |
Probability of issuance of debt | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0.05 | 0.05 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0.38 | 0.39 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 136,190 | $ 5,172 |
Carrying Value | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 12,347 | 5,172 |
Carrying Value | Public Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 84,870 | |
Carrying Value | Private Placement Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 38,973 | |
Estimate of Fair Value Measurement | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 84,870 | |
Estimate of Fair Value Measurement | Level 1 | Public Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 84,870 | |
Estimate of Fair Value Measurement | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 51,320 | 5,172 |
Estimate of Fair Value Measurement | Level 3 | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 12,347 | $ 5,172 |
Estimate of Fair Value Measurement | Level 3 | Private Placement Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 38,973 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured At Fair Value Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | $ 5,457 | $ 23,429 | $ 5,172 | $ 23,429 |
Embedded derivative recognized under Term Loan 2 | 51,328 | 51,328 | ||
Contingent consideration recognized due to acquisitions | 2,695 | 2,695 | ||
Warrants acquired in merger | 163,058 | 163,058 | ||
Contingent consideration settled through equity | 9,600 | (1,958) | 9,600 | (1,958) |
Contingent consideration payments | (2,214) | (2,214) | ||
Ending Balance | 136,190 | 75,800 | 136,190 | 75,800 |
Embedded Derivative Liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value | $ 306 | $ 306 | ||
Contingent Consideration | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value | (496) | (211) | ||
Warrant Liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value | $ (39,215) | $ (39,215) |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value on Recurring Basis (Details) - Level 1 - Fair Value, Recurring - Jaws Acquisition Corp | Dec. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | $ 690,294,710 |
Gross Holding Gain | 5,290 |
Fair Value | $ 690,300,000 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value on Recurring Basis (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Jaws Acquisition Corp | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Maturity Date | Jan. 5, 2021 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Fair Value of the Company's Warrant Liability (Details) - USD ($) | 3 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | $ 75,800,000 | $ 23,429,000 | $ 23,429,000 | |
Ending Balance | $ 5,172,000 | 75,800,000 | 23,429,000 | |
Warrant Liability [Member] | Jaws Acquisition Corp | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | 71,511,999 | 67,066,666 | 0 | 0 |
Issuance of warrants | 67,066,666 | 0 | ||
Change in fair value | 19,028,000 | 4,445,333 | 0 | |
Ending Balance | $ 90,539,999 | $ 71,511,999 | $ 67,066,666 | $ 0 |
Fair Value Measurements - Sum_5
Fair Value Measurements - Summary of Warrant Liability by Fair Value Hierarchy (Details) - Jaws Acquisition Corp | Dec. 31, 2020USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Public Warrant liabilities | $ 62,100,000 |
Private Placement Warrant liabilities | 28,439,999 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Public Warrant liabilities | 62,100,000 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Private Placement Warrant liabilities | $ 28,439,999 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Aggregated VIE Assets and Liabilities and Performance (Details) - USD ($) | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | ||||||
Total Assets | $ 1,659,213,000 | $ 1,659,213,000 | $ 623,546,000 | |||
Total Liabilities | 770,862,000 | 770,862,000 | 566,002,000 | |||
Total Revenues | 393,163,000 | $ 171,206,000 | 673,298,000 | $ 306,504,000 | ||
Operating Expenses: | ||||||
Selling, general and administrative expenses | 46,574,000 | 21,859,000 | 81,422,000 | 42,843,000 | ||
Depreciation and amortization expense | 7,945,000 | 3,977,000 | 13,791,000 | 7,362,000 | ||
Total operating expenses | 406,491,000 | 176,117,000 | 685,757,000 | 310,029,000 | ||
Net loss | $ (5,288) | 9,480,000 | 9,480,000 | |||
Variable Interest Entity, Primary Beneficiary | Cano Texas and Cano Nevada | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Assets | 11,979,000 | 11,979,000 | 8,182,000 | |||
Total Liabilities | 17,559,000 | 17,559,000 | $ 12,371,000 | |||
Total Revenues | 1,309,000 | 0 | 2,300,000 | 0 | ||
Operating Expenses: | ||||||
Direct patient expense | 1,585,000 | 0 | 2,790,000 | 0 | ||
Selling, general and administrative expenses | 2,950,000 | 176,000 | 5,263,000 | 199,000 | ||
Depreciation and amortization expense | 260,000 | 0 | 507,000 | 0 | ||
Total operating expenses | 4,795,000 | 176,000 | 8,560,000 | 199,000 | ||
Net loss | $ (3,486,000) | $ (176,000) | $ (6,260,000) | $ (199,000) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 17, 2020 | Dec. 31, 2019 | Aug. 24, 2018 | May 25, 2018 | Apr. 23, 2018 | Dec. 31, 2016 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||||||
Selling, general and administrative expenses from transactions with related party | $ 1,600 | $ 1,133 | $ 3,112 | $ 1,939 | ||||||||
Debt instrument , maturity date | Apr. 23, 2023 | |||||||||||
Operating leases, monthly rent expense | 4,900 | 2,700 | 9,000 | 5,100 | ||||||||
First Promissory Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, face amount | $ 100 | |||||||||||
Debt instrument, interest rate stated percentage | 2.80% | |||||||||||
Debt instrument , maturity date | May 25, 2026 | |||||||||||
Second Promissory Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, face amount | $ 50 | |||||||||||
Debt instrument, interest rate stated percentage | 2.80% | |||||||||||
Debt instrument , maturity date | Aug. 24, 2025 | |||||||||||
ITC Holdings [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating leases, monthly rent expense | 700 | 800 | 1,400 | 1,300 | ||||||||
Payments for repurchase of equity | $ 400 | |||||||||||
Dental Excellence Partners, LlC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, interest rate stated percentage | 7.00% | |||||||||||
Related party advance due amount | $ 4,500 | |||||||||||
Interest and fee income, loans and leases | 100 | 200 | ||||||||||
Allowance for loan and lease losses, write-offs | $ 500 | |||||||||||
Advisory Services Agreement [Member] | In Tandem Capital Partners, LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | $ 300 | |||||||||||
Percentage of EBITDA for the prior calendar year | 2.00% | |||||||||||
Percentage of advisory fee on enterprise value | 2.00% | |||||||||||
Percenatge of advisory fee equal to deferred payment | 2.00% | |||||||||||
Related party transaction, amounts of transaction | 1,500 | 4,200 | 1,500 | 5,400 | ||||||||
Selling, general and administrative expenses from transactions with related party | 200 | 200 | ||||||||||
Due to related party | 0 | 0 | $ 0 | |||||||||
Related party transaction, repair and maintenance cost | 1,500 | 4,200 | 1,500 | 5,400 | ||||||||
Advisory Services Agreement [Member] | In Tandem Capital Partners, LLC [Member] | Management Fees [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | 400 | 200 | 800 | 400 | ||||||||
Administrative Service Agreement [Member] | Dental Excellence Partners, LlC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | 300 | 1,200 | 900 | |||||||||
Due to related party | 0 | |||||||||||
Allowance for loan and lease losses, write-offs | 400 | |||||||||||
Administrative Service Agreement [Member] | Dental Excellence Partners, LlC [Member] | Fee For Service And Other Revenues [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Revenue from related parties | 200 | 100 | 300 | |||||||||
Dental Service Agreement [Member] | Care Dental Group, LlC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, amounts of transaction | 100 | 100 | 300 | 300 | ||||||||
Related party transaction, fees per | 15 months | |||||||||||
Related party transaction, repair and maintenance cost | 100 | 100 | 300 | 300 | ||||||||
Humana Relationships [Member] | Humana [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | 0 | |||||||||||
Debt instrument, face amount | $ 60,000 | $ 60,000 | ||||||||||
Deferred revenue | 18,800 | 18,800 | ||||||||||
Deferred rent credit | $ 13,500 | |||||||||||
Operating lease, expense | $ 300 | $ 500 | ||||||||||
Humana Relationships [Member] | Humana [Member] | Maximum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, interest rate stated percentage | 10.00% | 10.00% | ||||||||||
Percentage of entity revenue | 20.00% | 20.00% | ||||||||||
Humana Relationships [Member] | Humana [Member] | Minimum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, interest rate stated percentage | 8.00% | 8.00% | ||||||||||
Humana Relationships [Member] | Humana [Member] | Thirdparty Medical Costs [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | $ 116,000 | $ 70,600 | $ 249,800 | $ 76,900 | ||||||||
Revenue from related parties | 150,700 | 97,400 | 335,900 | 107,700 | ||||||||
General Contractor Agreements [Member] | Chief Executive Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, amounts of transaction | 1,000 | 1,200 | 2,400 | 3,200 | ||||||||
Related party transaction, repair and maintenance cost | 1,000 | 1,200 | 2,400 | 3,200 | ||||||||
Other Service Provided [Member] | Chief Executive Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, amounts of transaction | 300 | 100 | 400 | 200 | ||||||||
Related party transaction, repair and maintenance cost | $ 300 | $ 100 | $ 400 | $ 200 | ||||||||
Other Service Provided [Member] | Dental Excellence Partners, LlC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Allowance for loan and lease losses, write-offs | $ 100 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | May 13, 2020shares | May 08, 2020shares | Apr. 24, 2020shares | Jan. 17, 2020USD ($)$ / sharesshares | Dec. 27, 2019USD ($)shares | Dec. 31, 2020USD ($)Item$ / shares | Jun. 30, 2021$ / shares | Nov. 11, 2020$ / shares | Dec. 31, 2019$ / shares |
Jaws Acquisition Corp | |||||||||
Related Party Transaction [Line Items] | |||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||||||||
Sponsor | Jaws Acquisition Corp | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from issue of shares | $ | $ 25,000 | ||||||||
Class A common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Class A common stock | Jaws Acquisition Corp | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, par value (in dollars per share) | 0.0001 | $ 0.0001 | |||||||
Class A common stock | Sponsor | Jaws Acquisition Corp | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, par value (in dollars per share) | 0.0001 | 0.0001 | |||||||
Class A common stock | Sponsor | Founder Shares | Jaws Acquisition Corp | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | 12 | ||||||||
Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, par value (in dollars per share) | 0.0001 | $ 0.0001 | |||||||
Class B common stock | Jaws Acquisition Corp | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from issue of shares | $ | $ 0 | ||||||||
Common shares, par value (in dollars per share) | 0.0001 | $ 0.0001 | 0.0001 | ||||||
Class B common stock | Founder Shares | Jaws Acquisition Corp | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued (in shares) | shares | 1 | ||||||||
Class B common stock | Sponsor | Jaws Acquisition Corp | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Class B common stock | Sponsor | Founder Shares | Jaws Acquisition Corp | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued (in shares) | shares | 8,625,000 | ||||||||
Proceeds from issue of shares | $ | $ 25,000 | ||||||||
Common shares, par value (in dollars per share) | $ 0.0001 | ||||||||
Number of shares held (in shares) | shares | 17,250,000 | 17,250,000 | 17,250,000 | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | 20.00% | 20.00% | ||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Item | 20 | ||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Item | 30 | ||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||||
Class B common stock | Sponsor | Maximum | Founder Shares | Jaws Acquisition Corp | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares subject to forfeiture (in shares) | shares | 2,250,000 | 2,250,000 | 2,250,000 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement (Details) - Jaws Acquisition Corp | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Class A common stock | |
Related Party Transaction [Line Items] | |
Number of shares per warrant (in shares) | shares | 0.33 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 |
Sponsor | Private Placement | |
Related Party Transaction [Line Items] | |
Number of warrants issued (in shares) | shares | 10,533,333 |
Price of warrants (in dollars per share) | $ / shares | $ 1.50 |
Aggregate purchase price | $ | $ 15,800,000 |
Sponsor | Private Placement | Class A common stock | |
Related Party Transaction [Line Items] | |
Number of shares per warrant (in shares) | shares | 1 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 |
Related Party Transactions - Ot
Related Party Transactions - Other Transactions (Details) - Jaws Acquisition Corp - USD ($) | May 18, 2020 | May 13, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Jan. 13, 2020 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 274,059 | ||||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | 300,000 | $ 300,000 | |||
Repayment of promissory note - related party | $ 274,059 | ||||
Related Party Loans | |||||
Related Party Transaction [Line Items] | |||||
Maximum loans convertible into warrants | $ 1,500,000 | ||||
Price of warrants (in dollars per share) | $ 1.50 | ||||
Outstanding balance | $ 0 | ||||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Monthly fee payable to Sponsor | $ 10,000 | ||||
Expenses incurred | $ 80,000 |
Equity-Based Compensation - Ad
Equity-Based Compensation - Additional Information (Detail) $ in Millions | Jun. 03, 2021 | Jun. 30, 2020Dayshares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Jun. 02, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Market Condition Awards [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted | 12,800,000 | 12,806,407 | |||||
Common stock threshold consecutive trading days | Day | 20 | ||||||
Percentage of vesting awards during period | 50.00% | ||||||
Unrecognized compensation cost | $ | $ 52.7 | $ 52.7 | |||||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 3 years | ||||||
Grant date | Jun. 3, 2021 | ||||||
End date of performance period | Jun. 3, 2024 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation expense | $ | 3.2 | $ 0.1 | $ 3.2 | $ 0.1 | |||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 3 years 9 months 18 days | ||||||
RSU granted | 2,590,472 | ||||||
Unrecognized compensation expenses | $ | $ 37.3 | $ 37.3 | |||||
Expiration period from grant date | 4 years | ||||||
Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period from grant date | 3 years | ||||||
Legacy Two Thousand and Seventeen Profits Interest Units Plan [Member] | Profit Interest Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation expense | $ | $ 1 | ||||||
Two Thousand and Twenty One Omnibus Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized | 52,000,000 | ||||||
Two Thousand and Twenty One Employee Stock Purchase Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized | 4,700,000 | ||||||
Cumulatively increase of common stock reserved and available for issuance | 15,000,000 | ||||||
Percentage of cumulative increase of common stock capital shares reserved for future issuance over common stock issued and outstanding | (1.00%) |
Equity-Based Compensation- Sche
Equity-Based Compensation- Schedule of Fair Value of Stock Options Granted Using Monte-Carlo Model (Detail) - $ / shares | Jun. 03, 2021 | Jun. 30, 2021 |
Closing Cano share price as of valuation date | $ 18 | |
Market Condition Awards [Member] | ||
Closing Cano share price as of valuation date | $ 14.75 | |
Risk-free interest rate minimum | 1.68% | |
Risk-free interest rate maximum | 2.01% | |
Expected volatility | 45.00% | |
Expected dividend yield | 0.00% | |
Expected cost of equity | 9.00% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Activity of Unvested Market Condition Awards Granted (Detail) - Market Condition Awards [Member] - $ / shares | Jun. 30, 2020 | Jun. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Beginning Balance | 0 | |
Granted | 12,800,000 | 12,806,407 |
Vested | 0 | |
Forfeitures | 0 | |
Shares, Ending Balance | 12,806,407 | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 0 | |
Weighted Average Grant Date Fair Value, Granted | 4.23 | |
Weighted Average Grant Date Fair Value, Vested | 0 | |
Weighted Average Grant Date Fair Value, Forfeitures | 0 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 4.23 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Unvested Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Beginning balance | shares | 0 |
Granted | shares | 2,590,472 |
Vested | shares | 0 |
Forfeitures | shares | 0 |
Shares, Ending balance | shares | 2,590,472 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 14.75 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Forfeitures | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 14.75 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Nov. 01, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)Demand$ / shares | Nov. 11, 2020$ / shares | Dec. 31, 2019$ / shares | Jul. 01, 2019USD ($) |
Loss Contingencies [Line Items] | |||||||||
Operating lease, rent expenses | $ 4,900,000 | $ 2,700,000 | $ 9,000,000 | $ 5,100,000 | |||||
Jaws Acquisition Corp | |||||||||
Loss Contingencies [Line Items] | |||||||||
Maximum number of demands for registration of securities | Demand | 3 | ||||||||
Cash underwriting discount (as a percent) | 2.00% | ||||||||
Cash underwriting discount paid, net of expenses reimbursed | $ 12,900,000 | ||||||||
Expenses reimbursed by the underwriter | $ 900,000 | ||||||||
Deferred fee per unit | $ / shares | $ 0.35 | ||||||||
Deferred underwriting fee payable | $ 24,150,000 | ||||||||
Common Class B [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Class B [Member] | Jaws Acquisition Corp | |||||||||
Loss Contingencies [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Office Facilities And Office Equipment | |||||||||
Loss Contingencies [Line Items] | |||||||||
Operating lease, term of contract | 2028 years | 2028 years | |||||||
Prime Vendor Agreement PVA | |||||||||
Loss Contingencies [Line Items] | |||||||||
Notice of termination, period | 90 days | ||||||||
Purchase obligation | $ 800,000 | ||||||||
New Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Purchase obligation | $ 600,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Minimum Future Payments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Loss Contingencies [Line Items] | |
Remainder of 2021 | $ 6,120 |
2022 | 12,577 |
2023 | 11,210 |
2024 | 9,589 |
2025 | 8,005 |
Thereafter | 22,436 |
Total | $ 69,937 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense From Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Jurisdictional earnings: | ||||
U.S income (losses) | $ 6,255 | $ (10,959) | $ (4,851) | $ (13,128) |
Foreign losses | (3,331) | (46) | (1,981) | (76) |
Total income (losses) | 2,924 | (11,005) | (6,832) | (13,204) |
Current: | ||||
U.S Federal | 0 | 0 | 0 | 0 |
U.S. State and local | 48 | 2 | 0 | 3 |
Foreign | 591 | 17 | 0 | 29 |
Total current tax benefit | 639 | 19 | 0 | 32 |
Deferred: | ||||
U.S Federal | 0 | 0 | 0 | 0 |
U.S. State and local | 502 | 0 | 502 | 0 |
Foreign | 882 | 0 | 807 | 0 |
Total deferred tax benefit | 1,384 | 0 | 1,309 | 0 |
Total tax benefit | $ 2,023 | $ 19 | $ 1,309 | $ 32 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||
Unrecognized tax benefits | $ 0 | |
Effective tax rate | 19.16% | 0.89% |
Tax Receivable Agreement [Member] | ||
Income Tax Disclosure [Line Items] | ||
Percentage of tax realized payable to each of the parties pursuant to the agreement | 85.00% | |
Jaws Sponsor LLC [Member] | Tax Receivable Agreement [Member] | ||
Income Tax Disclosure [Line Items] | ||
Numerator factor in determining the amount payable to the sponsor pursuant to the agreement | 0.15 | |
Denominator factor in determining the amount payable to the sponsor pursuant to the agreement | 0.85 | |
Other Liabilities | ||
Income Tax Disclosure [Line Items] | ||
Deferred tax liabilities | $ 1.2 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock (Details) - Preferred Shares [Member] - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued (in shares) | 0 | 0 |
Preferred shares, shares outstanding (in shares) | 0 | 0 |
Shareholders' Equity - Ordinary
Shareholders' Equity - Ordinary Shares (Details) | 12 Months Ended | ||||
Dec. 31, 2020Vote$ / sharesshares | Jun. 30, 2021$ / sharesshares | Nov. 11, 2020$ / shares | Jan. 17, 2020$ / shares | Dec. 31, 2019Vote$ / sharesshares | |
Jaws Acquisition Corp | |||||
Class of Stock [Line Items] | |||||
Shares subject to possible redemption | 56,966,114 | 0 | |||
Stockholders equity split | one-for-one | ||||
Class A common stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 6,000,000,000 | 6,000,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 170,299,189 | ||||
Common shares, shares outstanding (in shares) | 170,299,189 | ||||
Class A common stock | Jaws Acquisition Corp | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 400,000,000 | 400,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, votes per share | Vote | 1 | 1 | |||
Common shares, shares issued (in shares) | 12,033,886 | 0 | |||
Common shares, shares outstanding (in shares) | 12,033,886 | 0 | |||
Shares subject to possible redemption | 56,966,114 | ||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | ||||
Common stock issuable upon conversion pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | ||||
Class A common stock | Founder Shares | Jaws Acquisition Corp | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 400,000,000 | 400,000,000 | |||
Class A common stock | Sponsor | Jaws Acquisition Corp | |||||
Class of Stock [Line Items] | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 12,033,886 | 0 | |||
Common shares, shares outstanding (in shares) | 12,033,886 | 0 | |||
Class B common stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 306,843,662 | ||||
Common shares, shares outstanding (in shares) | 306,843,662 | ||||
Class B common stock | Jaws Acquisition Corp | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 40,000,000 | 40,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | 1 | |||
Common shares, shares issued (in shares) | 17,250,000 | 1 | |||
Common shares, shares outstanding (in shares) | 17,250,000 | 1 | |||
Class B common stock | Founder Shares | Jaws Acquisition Corp | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 40,000,000 | 40,000,000 | |||
Class B common stock | Sponsor | Jaws Acquisition Corp | |||||
Class of Stock [Line Items] | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 17,250,000 | 1 | |||
Common shares, shares outstanding (in shares) | 17,250,000 | 1 | |||
Class B common stock | Sponsor | Founder Shares | Jaws Acquisition Corp | |||||
Class of Stock [Line Items] | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2020Day$ / shares | Jun. 30, 2021 | |
Class of Warrant or Right [Line Items] | ||
Public Warrants expiration term | 5 years | |
Jaws Acquisition Corp | ||
Class of Warrant or Right [Line Items] | ||
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ / shares | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Threshold trading days for calculating Market Value | 20 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Percentage of outstanding shares owned by holders to give approval for tender offer | 50.00% | |
Percentage of beneficial holding by tender offeror for approval | 50.00% | |
Jaws Acquisition Corp | Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Public Warrants expiration term | 5 years | |
Threshold maximum period for filing registration statement after initial business combination | 20 days | |
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis | 60 days | |
Jaws Acquisition Corp | Public Warrants | Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 | |
Threshold consecutive trading days for redemption of public warrants | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 | |
Redemption period | 30 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Jaws Acquisition Corp | Public Warrants | Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 | |
Threshold consecutive trading days for redemption of public warrants | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% | |
Jaws Acquisition Corp | Private Placement Warrants | Redemption of Warrants when the price per Class A Ordinary Share is less than $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | |
Threshold trading days for redemption of public warrants | 20 | |
Threshold consecutive trading days for redemption of public warrants | 30 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net income (loss) | $ 4,947 | $ (10,986) | $ (5,523) | $ (13,172) |
Less: net loss attributable to non-controlling interests | (4,533) | 0 | (15,003) | 0 |
Net income (loss) attributable to Class A common shareholders | 9,480 | $ 0 | 9,480 | $ 0 |
Dilutive Effect of Warrants on Net Income (Loss) to Class A Common Stockholders | (13,999) | (13,999) | ||
Net income attributable to Class A common stockholders - Diluted | $ (4,519) | $ (4,519) | ||
Dilutive effect of warrants on net income to Class A common stockholders | ||||
Weighted average common stock outstanding - basic | 167,134,853 | 166,691,634 | ||
Net income per share - basic | $ 0.06 | $ 0.06 | ||
Dilutive effect of warrants on weighted average common stock outstanding | 1,749,462 | 879,564 | ||
Weighted average common stock outstanding - diluted | 168,884,315 | 167,571,198 | ||
Net income (loss) per share - diluted | $ (0.03) | $ (0.03) |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Summary of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential Common stock | 48,930,212 | 48,930,212 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential Common stock | 2,590,472 | 2,590,472 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential Common stock | 12,806,407 | 12,806,407 |
Public Warrants | Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential Common stock | 23,000,000 | 23,000,000 |
Private Placement Warrants | Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential Common stock | 10,533,333 | 10,533,333 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021Segment | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of reportable segments | 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Jul. 02, 2021 | Apr. 23, 2018 |
Subsequent Event [Line Items] | ||
Debt maturity date | Apr. 23, 2023 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Bridge loan | $ 250 | |
Subsequent Event | Bridge Loan [Member] | ||
Subsequent Event [Line Items] | ||
Increase in interest rate of debt | 0.25% | |
Debt maturity date | Jul. 2, 2022 | |
Subsequent Event | Bridge Loan [Member] | Base Rate [Member] | ||
Subsequent Event [Line Items] | ||
Short term debt variable interest rate | 5.50% | |
Subsequent Event | Bridge Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Subsequent Event [Line Items] | ||
Short term debt variable interest rate | 6.50% | |
Subsequent Event | Doctors Medical Center DMC [Member] | ||
Subsequent Event [Line Items] | ||
Payments to acquire productive assets | $ 300 |