Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39289 | ||
Entity Registrant Name | Cano Health, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 98-1524224 | ||
Entity Address, Address Line One | 9725 NW 117th Avenue | ||
Entity Address, City or Town | Miami | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33178 | ||
City Area Code | 855 | ||
Local Phone Number | 226-6633 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,749,343,935 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive proxy statement for the 2022 annual meeting of stockholders, a definitive copy of which will be filed with Securities and Exchange Commission within 120 days after December 31, 2021, are incorporated by reference herein as portions of Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001800682 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Amendment Flag | false | ||
Class A common stock, $0.0001 par value per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | ||
Trading Symbol | CANO | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 200,091,461 | ||
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Trading Symbol | CANO/WS | ||
Security Exchange Name | NYSE | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 284,378,576 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Miami, FL |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 163,170 | $ 33,807 |
Accounts receivable, net of unpaid service provider costs (Related parties comprised $0 and $41,950 as of December 31, 2021 and December 31, 2020, respectively) | 133,433 | 67,353 |
Inventory | 1,107 | 922 |
Prepaid expenses and other current assets | 19,525 | 8,937 |
Total current assets | 317,235 | 111,019 |
Property and equipment, net (Related parties comprised $19,510 and $22,659 as of December 31, 2021 and December 31, 2020, respectively) | 85,261 | 38,126 |
Operating lease right-of-use assets | 132,173 | 0 |
Goodwill | 769,667 | 234,328 |
Payor relationships, net | 576,648 | 189,570 |
Other intangibles, net | 248,973 | 36,785 |
Other assets | 13,582 | 4,362 |
Total assets | 2,143,539 | 614,190 |
Current liabilities: | ||
Current portion of notes payable | 6,493 | 4,800 |
Current portion of equipment loans | 510 | 314 |
Current portion of finance lease liabilities | 1,295 | 876 |
Current portion of contingent consideration | 3,123 | 0 |
Accounts payable and accrued expenses (Related parties comprised $0 and $112 as of December 31, 2021 and December 31, 2020, respectively) | 72,772 | 31,370 |
Deferred revenue (Related parties comprised $0 and $988 as of December 31, 2021 and December 31, 2020, respectively) | 1,815 | 988 |
Current portions due to sellers | 25,414 | 26,554 |
Current portion of operating lease liabilities | 15,275 | 0 |
Other current liabilities | 34,339 | 2,278 |
Total current liabilities | 161,036 | 67,180 |
Notes payable, net of current portion and debt issuance costs | 915,266 | 456,745 |
Long term portion of operating lease liabilities | 122,935 | 0 |
Warrant liabilities | 80,144 | 0 |
Equipment loans, net of current portion | 1,329 | 873 |
Long term portion of finance lease liabilities | 2,181 | 1,580 |
Deferred revenue, net of current portion (Related parties comprised of $0 and $4,277 as of December 31, 2021 and December 31, 2020, respectively) | 4,244 | 4,277 |
Due to sellers, net of current portion | 479 | 13,976 |
Contingent consideration | 35,300 | 5,172 |
Other liabilities (Related parties comprised $0 and $8,142 as of December 31, 2021 and December 31, 2020, respectively) | 22,057 | 14,762 |
Total liabilities | 1,344,971 | 564,565 |
Stockholders’ Equity / Members' Capital | ||
Members' capital | 0 | 157,591 |
Additional paid-in capital | 397,443 | 0 |
Accumulated deficit | (78,760) | (107,832) |
Notes receivable, related parties | 0 | (134) |
Total Stockholders' Equity / Members’ Capital attributable to Class A common stockholders | 318,731 | 49,625 |
Non-controlling interests | 479,837 | 0 |
Total Stockholders' Equity / Members’ Capital | 798,568 | 49,625 |
Total Liabilities and Stockholders' Equity / Members’ Capital | 2,143,539 | 614,190 |
Class A common stock | ||
Stockholders’ Equity / Members' Capital | ||
Common stock | 18 | 0 |
Class B common stock | ||
Stockholders’ Equity / Members' Capital | ||
Common stock | $ 30 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, net of unpaid service provider costs, related parties | $ 0 | $ 41,950 |
Property and equipment, net, related parties | 19,510 | 22,659 |
Accounts payable and accrued expenses, related parties | 0 | 112 |
Deferred revenue, related parties | 0 | 988 |
Deferred revenue, net of current portion, related parties | 0 | 4,277 |
Other liabilities, related parties | $ 8,142 | $ 0 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 6,000,000,000 | |
Common stock, shares issued (in shares) | 180,113,551 | |
Common stock, shares outstanding (in shares) | 180,113,551 | |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 1,000,000,000 | |
Common stock, shares issued (in shares) | 297,385,981 | |
Common stock, shares outstanding (in shares) | 297,385,981 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Capitated revenue (Related parties comprised $307,684, $235,509 and $0 for the years ended December 31, 2021, 2020 and 2019, respectively) | $ 1,529,120 | $ 796,373 | $ 340,901 |
Fee-for-service and other revenue (Related parties comprised $645, $832 and $558 for the years ended December 31, 2021, 2020 and 2019, respectively) | 80,249 | 35,203 | 20,483 |
Total revenue | 1,609,369 | 831,576 | 361,384 |
Operating expenses: | |||
Third-party medical costs (Related parties comprised $249,819, $175,440 and $0 for the years ended December 31, 2021, 2020 and 2019, respectively) | 1,231,047 | 564,987 | 242,572 |
Direct patient expense (Related parties comprised $4,882, $3,119 and $2,014 for the years ended December 31, 2021, 2020 and 2019, respectively) | 179,353 | 101,358 | 42,100 |
Selling, general, and administrative expenses (Related parties comprised $12,366, $4,193 and $1,855 for the years ended December 31, 2021, 2020 and 2019, respectively) | 252,133 | 103,962 | 59,148 |
Depreciation and amortization expense | 49,441 | 18,499 | 6,822 |
Transaction costs and other (Related parties comprised $2,331, $6,275 and $2,786 for the years ended December 31, 2021, 2020 and 2019, respectively) | 44,262 | 42,945 | 17,583 |
Change in fair value of contingent consideration | (11,680) | 65 | 2,845 |
Total operating expenses | 1,744,556 | 831,816 | 371,070 |
Loss from operations | (135,187) | (240) | (9,686) |
Other income and expense: | |||
Interest expense | (51,291) | (34,002) | (10,163) |
Interest income (Related parties comprised $0, $316 and $315 for the years ended December 31, 2021, 2020 and 2019, respectively) | 4 | 320 | 319 |
Loss on extinguishment of debt | (13,115) | (23,277) | 0 |
Change in fair value of embedded derivative | 0 | (12,764) | 0 |
Change in fair value of warrant liabilities | 82,914 | 0 | 0 |
Other expenses | (48) | (450) | (250) |
Total other income (expense) | 18,464 | (70,173) | (10,094) |
Net income (loss) before income tax expense (benefit) | (116,723) | (70,413) | (19,780) |
Income tax expense | 14 | 651 | 0 |
Net income (loss) | (116,737) | $ (71,064) | $ (19,780) |
Net loss attributable to non-controlling interests | (98,717) | ||
Net income (loss) attributable to Class A common stockholders | $ (18,020) | ||
Net income (loss) per common share: | |||
Net loss per share to Class A common stockholders, basic (in dollars per share) | $ (0.11) | ||
Net loss per share to Class A common stockholders, diluted (in dollars per share) | $ (0.28) | ||
Weighted-average shares outstanding: | |||
Basic (in shares) | 170,507,194 | ||
Diluted (in shares) | 475,697,225 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Capitation revenues related parties | $ 307,684 | $ 235,509 | $ 0 |
Revenue from service and other revenue related parties | 645 | 832 | 558 |
Medical costs related parties | 249,819 | 175,440 | 0 |
Direct patient expense related parties | 4,882 | 2,014 | 3,119 |
Selling general and administrative expense related parties | 12,366 | 4,193 | 1,855 |
Transaction costs and other related parties | 2,331 | 6,275 | 2,786 |
Interest income related party | $ 0 | $ 316 | $ 315 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY / MEMBERS' CAPITAL - USD ($) $ in Thousands | Total | Notes Receivable | Class A common stock | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Cumulative Effect, Period of Adoption, Adjusted BalanceNotes Receivable | Members' Capital | Members' CapitalCumulative Effect, Period of Adoption, Adjustment | Members' CapitalCumulative Effect, Period of Adoption, Adjusted Balance | Common StockClass A common stock | Common StockClass B common stock | Common StockCumulative Effect, Period of Adoption, Adjusted BalanceClass A common stock | Common StockCumulative Effect, Period of Adoption, Adjusted BalanceClass B common stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjusted Balance | Non-Controlling Interests | Non-Controlling InterestsCumulative Effect, Period of Adoption, Adjusted Balance |
Balance at the beginning (in shares) at Dec. 31, 2018 | 0 | 0 | 0 | |||||||||||||||||
Balance at the beginning at Dec. 31, 2018 | $ 37,770 | $ (127) | $ 53,230 | $ 0 | $ 0 | $ 0 | $ (15,818) | $ 485 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Members’ contributions | 60,655 | 60,655 | ||||||||||||||||||
Issuance of common stock for acquisitions | 9,250 | 9,250 | ||||||||||||||||||
Profit interest units relating to equity-based compensation | 182 | 182 | ||||||||||||||||||
Repurchase of securities by Primary Care (ITC) Holdings, LLC | (100) | (100) | ||||||||||||||||||
Issuance of securities by Primary Care (ITC) Holdings, LLC in connection with payment on due to seller balance | 25 | $ 25 | ||||||||||||||||||
Notes receivable-related parties | (3) | (3) | ||||||||||||||||||
Net income (loss) | (19,780) | (19,780) | ||||||||||||||||||
Members' distributions | (1,165) | (1,165) | ||||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | |||||||||||||||||
Balance at the end at Dec. 31, 2019 | 86,834 | (130) | $ 123,242 | $ 0 | $ 0 | 0 | (36,763) | 485 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Members’ contributions | 103,016 | 103,016 | ||||||||||||||||||
Issuance of common stock for acquisitions | 34,300 | 34,300 | ||||||||||||||||||
Profit interest units relating to equity-based compensation | 528 | 528 | ||||||||||||||||||
Issuance of securities by Primary Care (ITC) Holdings, LLC in connection with payment on due to seller balance | 2,158 | 2,158 | ||||||||||||||||||
Purchase of non-controlling interests by Primary Care (ITC) Holdings, LLC | 0 | 490 | (5) | (485) | ||||||||||||||||
Notes receivable-related parties | (4) | (4) | ||||||||||||||||||
Net income (loss) | (71,064) | (71,064) | ||||||||||||||||||
Members' distributions | (106,143) | $ (106,143) | ||||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2020 | 14,629,533,000 | 292,214,129,000 | 306,843,662,000 | 0 | 0 | 0 | 0 | |||||||||||||
Balance at the end at Dec. 31, 2020 | 49,625 | (134) | $ 0 | $ 49,625 | $ (134) | $ 157,591 | $ (157,560) | $ 31 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | $ 157,560 | $ 157,560 | (107,832) | $ (107,832) | 0 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 4,400,000 | 4,412,379,000 | ||||||||||||||||||
Issuance of common stock for acquisitions | 64,470 | 64,470 | ||||||||||||||||||
Net loss prior to business combination | (65,213) | (65,213) | ||||||||||||||||||
Business combination and PIPE financing (in shares) | (306,843,662,000) | 166,243,491,000 | 306,843,662,000 | |||||||||||||||||
Business combination and PIPE financing | 773,093 | $ (31) | $ 17 | $ 31 | 169,093 | 112,305 | 491,678 | |||||||||||||
Stock-based compensation expense | 27,983 | 27,983 | ||||||||||||||||||
Exchange of Class B common stock for Class A common stock (in shares) | 9,457,681,000 | (9,457,681,000) | ||||||||||||||||||
Exchange of Class B common stock for Class A common stock | 0 | $ 1 | $ (1) | 14,853 | (14,853) | |||||||||||||||
Impact of transactions affecting non-controlling interests | 0 | (36,516) | 36,516 | |||||||||||||||||
Settlement of notes receivable, net | 134 | 134 | ||||||||||||||||||
Net income (loss) | (51,524) | (18,020) | (33,504) | |||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 180,113,551,000 | 297,385,981,000 | |||||||||||||||||
Balance at the end at Dec. 31, 2021 | $ 798,568 | $ 0 | $ 0 | $ 18 | $ 30 | $ 397,443 | $ (78,760) | $ 479,837 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (116,737) | $ (71,064) | $ (19,780) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 49,441 | 18,499 | 6,822 |
Change in fair value of contingent consideration | (11,680) | 65 | 2,845 |
Change in fair value of embedded derivative | 0 | 12,764 | 0 |
Change in fair value of warrant liabilities | (82,914) | 0 | 0 |
Loss on extinguishment of debt | 13,115 | 23,277 | 0 |
Amortization of debt issuance costs | 4,887 | 6,716 | 539 |
Non-cash lease expense | 664 | 0 | 0 |
Write off of other receivables | 0 | 531 | 0 |
Stock-based compensation | 27,983 | 528 | 182 |
Paid in kind interest expense | 0 | 7,287 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net (Related parties comprised $0, $343 and $(71) for the years ended December 31, 2021, 2020 and 2019, respectively) | (15,135) | (30,309) | (17,640) |
Inventory | (185) | (275) | (373) |
Other assets | (16,409) | (2,760) | (1,119) |
Prepaid expenses and other current assets | (11,779) | (5,152) | (2,086) |
Accounts payable and accrued expenses (Related parties comprised $0 $60 and $0 for the years ended December 31, 2021, 2020, and 2019, respectively) | 33,723 | 27,325 | 10,330 |
Interest accrued due to sellers | 1,464 | 1,698 | 1,234 |
Payment of paid in kind interest on extinguishment of debt | 0 | (7,287) | 0 |
Deferred rent (Related parties comprised $0, $0 and $0 for the years ended December 31, 2021, 2020, and 2019, respectively) | 0 | 1,147 | 956 |
Deferred revenue (Related parties comprised $0, $5,265 and $0 for the years ended December 31, 2021, 2020, and 2019, respectively) | 693 | 5,265 | 0 |
Other liabilities (Related parties comprised $(92) $8,234 and $0 for the years ended December 31, 2021, 2020, and 2019, respectively) | (5,658) | 2,510 | 2,625 |
Net cash used in operating activities | (128,527) | (9,235) | (15,465) |
Cash Flows from Investing Activities: | |||
Purchase of property and equipment (Related parties comprised $(8,059), $(7,202) and $(5,343) for the years ended December 31, 2021, 2020, and 2019, respectively) | (34,354) | (12,072) | (9,310) |
Acquisitions of subsidiaries including non-compete intangibles, net of cash acquired | (1,070,307) | (207,625) | (83,355) |
Payments (to) from sellers | (26,587) | (53,201) | 1,944 |
Other (Related parties comprised $0, $4,496 and $(4) for the years ended December 31, 2021, 2020, and 2019, respectively) | 0 | 4,532 | (63) |
Net cash used in investing activities | (1,131,248) | (268,366) | (90,784) |
Cash Flows from Financing Activities: | |||
Contributions from member | 0 | 103,016 | 60,655 |
Distributions to member | 0 | (106,143) | (1,165) |
Business combination and PIPE financing | 935,362 | 0 | 0 |
Payments of long-term debt | (657,917) | (318,754) | (2,017) |
Debt issuance costs | (17,394) | (31,111) | (762) |
Proceeds from long-term debt | 1,120,000 | 664,096 | 76,200 |
Prepayment fees on extinguishment of debt | 0 | (27,969) | 0 |
Proceeds from revolving credit facility | 0 | 9,700 | 18,050 |
Repayments of revolving credit facility | 0 | (9,700) | (18,050) |
Proceeds from insurance financing arrangements | 1,701 | 2,865 | 866 |
Payments of principal on insurance financing arrangements | (1,701) | (2,865) | (866) |
Repayments of equipment loans | (314) | (235) | (226) |
Repayments of capital lease obligations | (1,227) | (684) | (547) |
Employee stock purchase plan contributions | 10,494 | 0 | 0 |
Other | 134 | 0 | (100) |
Net cash provided by financing activities | 1,389,138 | 282,216 | 132,038 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 129,363 | 4,615 | 25,789 |
Cash, cash equivalents and restricted cash at beginning of year | 33,807 | 29,192 | 3,403 |
Cash, cash equivalents and restricted cash at end of period | 163,170 | 33,807 | 29,192 |
Supplemental cash flow information: | |||
Interest paid | 41,844 | 22,615 | 8,690 |
Income taxes paid | 1,150 | 0 | 0 |
Non-cash investing and financing activities: | |||
Right-of-use assets obtained in exchange of lease liabilities | 152,608 | 0 | 0 |
Issuance of securities by Cano Health, Inc. in connection with acquisitions | 64,469 | 0 | 0 |
Issuance of securities in PCIH in connection with acquisitions | 0 | 34,300 | 9,250 |
Contingent consideration in connection with acquisitions | 47,900 | 2,695 | 0 |
Due to sellers in connection with acquisitions | 1,295 | 13,593 | 39,751 |
Addition to construction in process funded through accounts payable | 2,200 | 0 | 0 |
Humana Affiliate Provider clinic leasehold improvements | 11,866 | 8,142 | 0 |
Capital lease obligations entered into for property and equipment | 0 | 1,331 | 1,344 |
Equipment loan obligations entered into for property and equipment | 967 | 103 | 1,109 |
Issuance of security in exchange for balance due to sellers | $ 0 | $ 2,158 | $ 25 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable | |||
Due from (to) related parties | $ 0 | $ 343 | $ (71) |
Accounts payable and accrued expense | |||
Due from (to) related parties | 0 | 60 | 0 |
Deferred rent | |||
Due from (to) related parties | 0 | 0 | 0 |
Deferred revenue | |||
Due from (to) related parties | 0 | 5,265 | 0 |
Other liabilities | |||
Due from (to) related parties | (92) | 8,234 | 0 |
Purchase of property and equipment | |||
Due from (to) related parties | (8,059) | (7,202) | (5,343) |
Other | |||
Due from (to) related parties | $ 0 | $ 4,496 | $ (4) |
Nature of Business and Operatio
Nature of Business and Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Operations | 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 (“PCIH”), 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"), Medicare patients under Accountable Care Organizations (ACO) and Medicaid capitated members, particularly in underserved communities by leveraging a proprietary technology platform to d eliver high-quality health care services, resulting in superior clinical outcomes at competitive costs. 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, Jaws Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), 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, 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 limited liability company units of PCIH ("PCIH Common Units") equal to the number of shares of Jaws' Class A ordinary shares outstanding on the Closing Date as well as 17.25 million Class B ordinary shares owned by Jaws Sponsor, LLC (the "Sponsor"). In connection with the Business Combination, the Company issued 306.8 million shares of the Company’s Class B common stock to existing shareholders of PCIH. The Company also issued 80.0 million shares of the Company’s Class A common stock in a private placement for $800.0 million (the "PIPE Investors"). 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 ca sh 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 37.7% controlling ownership as of the Closing Date and December 31, 2021, respectively. Certain members of PCIH who retained their common unit interests in PCIH held the remaining 64.9% and 62.3% non-controlling ownership interests as of the Closing Date and December 31, 2021, respectively. These members hold economic interest in PCIH through PCIH Common Units and a corresponding number of non-economic Class B common stock, which enables the holder to one vote per share. Our organizational structure following the completion of the Business Combination 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 owned direct controlling interests in the combined results of PCIH and Cano Health, Inc. while the Seller as the sole Class B stockholder owned indirect economic interests in PCIH shown as non-controlling interests in the audited consolidated financial statements of Cano Health, Inc. The indirect economic interests are held by the Seller in the form of PCIH Common Units that can be redeemed for Class A common stock together with the cancellation of an equal number of shares of Class B common stock in Cano Health, Inc. The non-controlling interests will decrease as shares of Class B common stock and PCIH Common Units are exchanged for shares of Class A common stock in Cano Health, Inc. Following the redemption of 6,509 public shares outstanding for $65,090 held in the trust account, the respective controlling interest and non-controlling interests in Cano Health, Inc. and PCIH were 35.1% and 64.9% resulting from the closing of the Business Combination. On June 11, 2021, PCIH acquired University Health Care and its affiliates for a total consideration of $607.9 million. The equity issued on the acquisition close date equated to 4.1 million shares of Class A common stock in Cano Health, Inc. based on a share price of $14.79 per share. Further, in the third quarter of 2021, an additional 0.1 million shares of Class A common stock in Cano Health, Inc. were issued in connection with other acquisitions and 1.2 million PCIH Common Units were exchanged for shares of Class A common stock. As noted above, as of December 31, 2021, the controlling interest and non-controlling interest in Cano Health, Inc. and PCIH was 37.7% and 62.3%, respectively. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of changes in equity for the year ended December 31, 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 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 The number of shares of common stock issued immediately following the consummation of the Business Combination is as follows: Class A common stock Class B common stock Common stock outstanding prior to Business Combination 69,000,000 — Less: redemption of Jaws shares (6,509) — Ordinary shares of Jaws 68,993,491 — Jaws Sponsor Shares 17,250,000 — Shares issued in PIPE financing 80,000,000 — Business Combination and PIPE financing shares 166,243,491 — Shares to PCIH shareholders — 306,843,662 Total shares of common stock outstanding immediately after the Business Combination 166,243,491 306,843,662 Principles of Consolidation The 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 interests. All significant intercompany balances and transactions are eliminated in consolidation. The financial statements of the Company’s subsidiaries are prepared using accounting policies consistent with those of the Company. 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 control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. Included in the consolidated results of the Company are Cano Health Texas, PLLC, Cano Health Nevada, PLLC, Cano Health California, PC and Cano Health Illinois, PLLC (collectively, the "Physicians Groups"), which the Company has concluded are VIEs. All material intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company Status Upon the completion of the Business Combination, the Company qualified to be an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Accordingly, we elected to use this extended transition period for complying with new or revised accounting standards applicable to public companies until we are no longer an emerging growth company. Effective December 31, 2021, we lost our EGC status and are deemed a large accelerated filer based upon our public float according to Rule 12b-2 of the Exchange Act. As a result, we will adopt new or revised accounting pronouncements at dates applicable to public companies as further described in Note 2, “Summary of Significant Accounting Policies—Recent Accounting Pronouncements” to our audited consolidated financial statements. Risks and Uncertainties |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). 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" ("ASC 805"), as the Company’s former owner retained control after the Business Combination. Refer to Note 1, " Nature of Business" , for details surrounding the Business Combination. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the Company issuing stock for the net assets of Jaws, accompanied by a recapitalization. The net assets of Jaws were stated at historical cost, with no goodwill or other intangible assets recorded. 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 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. Pursuant to the Primary Care (ITC) Intermediate Holdings, LLC Second Amended and Restated Limited Liability Company Agreement, dated June 3, 2021, PCIH is required to issue limited liability company units to Cano Health, Inc. if Cano Health, Inc. issues any equity securities, on substantially the same terms, such that the capitalization structure of PCIH shall mirror the capitalization structure of Cano Health, Inc. During the year ended December 31, 2021, Cano Health, Inc. issued in the aggregate 4.4 million shares of Class A common stock in connection with certain acquisitions. Accordingly, in November 2021, PCIH issued 4.4 million limited liability company units to Cano Health, Inc. The issuance of these Units resulted in a $41.4 million increase in the Company's non-controlling interests and a corresponding decrease in additional paid in capital during the year. Warrant Liabilities The Company assumed 23.0 million public warrants ("Public Warrants") and 10.53 million private placement warrants ("Private Placement Warrants") upon the consummation of the Business Combination. The Company may issue or assume common stock warrants that are recorded as either liabilities or equity in accordance with the respective accounting guidance. The warrants, which are recorded as liabilities, are recorded at their fair value within warrant liabilities on the consolidated balance sheets, and remeasured on each reporting date with changes in fair value of warrant liabilities recorded in revaluation of warrant liabilities on the Company’s consolidated statements of operations. 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 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) shall not be redeemable by the Company when the Class A ordinary shares equal or exceed $18.00, and (iii) shall only be redeemable by the Company when the Class A ordinary shares are less than $18.00 p er 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 ” ("ASC 815"). The Public Warrants and Private Placement Warrants meet the definition of a derivative under ASC 815. The Company has recorded these warrants as liabilities on its consolidated balance sheets. Changes in their respective fair values are recognized in the statement of operations at each reporting date. Revenue Recognition 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). Management reviews contracts at inception 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 i ts capitated fees for medical services provided under capitated arrangements, fee-for-service arrangements, and revenue from the sale of pharmaceutical drugs. Capitated revenue is derived from fees for medical services provided by the Company under capitated arrangements with health maintenance organizations’ (“HMOs”) health plans and revenue is recorded as a stand-ready obligation over time. Capitated revenue consists of revenue earned through Medicare as well as through commercial and other non-Medicare governmental programs, such as Medicaid, which is captured as other capitated revenue. The Company is required to deliver primary care physician services to the enrolled member population and is responsible for medical expenses related to healthcare services required by that patient group, including services not provided by the Company . Since the Company controls the primary care physician services provided to enrolled members, the Company acts as a principal. T he gross fees under these contracts are reported as revenue and the cost of provider care is included in third-party medical costs. The Company reconciles with health plans and collects plan surpluses every 30 to 120 days depending on the plan. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which they operate does not require such registration for risk-bearing providers. The Company groups contractual terms into one portfolio because these arrangements are similar. The Company identifies a single performance obligation to stand-ready to provide healthcare services to enrolled members. Capitated revenue is recognized in the month in which the Company is obligated to provide medical care services. The transaction price for the Medicare Advantage and Medicare Direct Contracting services provided (and other programs including Accountability Care Organizations) depends upon the pricing established by the Centers for Medicare & Medicaid (“CMS”) and includes rates that are based on the cost of medical care within a local market and the average utilization of healthcare services by the members enrolled. The transaction price is variable since the rates are risk adjusted based on health status (acuity) of members and demographic characteristics of the enrolled members. MRA revenues are estimated using the "most likely amount" methodology. The amount of variable consideration recorded in the transaction price is limited to an amount that the Company believes will not result in a significant reversal of revenue based on historical results. The risk adjustment to the transaction price is presented as the Medicare Risk Adjustment (“MRA”) within accounts receivable on the accompanying consolidated balance sheets. The fees are paid on an interim basis based on submitted enrolled member data for the previous year and are adjusted in subsequent periods after the final data is compiled by CMS. Revenue is not recorded until the price can be estimated by the Company and to the extent that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved. In 2020, the Company entered into multi-year agreements with Humana, Inc. (“Humana”), a managed care organization, agreeing that Humana will be the exclusive health plan for Medicare Advantage products in certain centers in San Antonio and Las Vegas but allowing services to non-Humana members covered by original Medicare, Medicaid, and commercial health plans in those 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 basis if the Company ceases to provide services at the centers within the specified contract term. The Company identified one performance obligation per center to stand-ready to provide care coordination services to patients and will recognize revenue ratably over the contract term. Care coordination revenue is included in other revenue along with other ancillary healthcare revenues. Fee-for-service revenue is generated from primary care services provided in the Company’s medical centers. During an office visit, a patient may receive a number of medical services from a healthcare provider. These healthcare services are not separately identifiable and are combined into a single performance obligation. The Company recognizes fee-for-service revenue at the net realizable amount at the time the patient is seen by a provider, and the Company’s performance obligation to the patient is complete. Pharmacy revenue is generated from the sales of prescription medication to patients. Pharmacy contracts contain a single performance obligation. The Company satisfies its performance obligation and recognizes revenue at the time the patient takes possession of the medical supply. Other revenue includes revenue from certain third parties which include ancillary fees earned under contracts with certain care organizations for the provision of care coordination services . The Company’s revenue from its revenue streams described in the preceding paragraphs for the years ended December 31, 2021, 2020 and 2019 was as follows: 2021 2020 2019 (in thousands) Revenue $ Revenue % Revenue $ Revenue % Revenue $ Revenue % Capitated revenue Medicare $ 1,334,308 82.9 % $ 672,588 80.9 % $ 279,788 77.4 % Other capitated revenue 194,812 12.1 % 123,785 14.9 % 61,113 16.9 % Total capitated revenue 1,529,120 95.0 % 796,373 95.8 % 340,901 94.3 % Fee-for-service and other revenue Fee-for-service 25,383 1.6 % 9,504 1.1 % 5,769 1.6 % Pharmacy 36,306 2.3 % 23,079 2.8 % 12,897 3.6 % Other 18,560 1.1 % 2,620 0.3 % 1,817 0.5 % Total fee-for-service and other revenue 80,249 5.0 % 35,203 4.2 % 20,483 5.7 % Total revenue $ 1,609,369 100.0 % $ 831,576 100.0 % $ 361,384 100.0 % Performance obligations from the Company’s revenues are 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 which provides relief from the requirement to disclose the transaction price for remaining performance obligations at the end of each reporting period and the requirement to disclose when the Company expects to recognize the related revenue. The Company has de minimis performance obligations remaining at the end of the reporting period because patients are not contractually obligated to continue to receive medical care from the network of providers. 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, net of rebates, 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 86%, 100%, and 100% of the Company’s pharmaceutical drugs and supplies expense for the years ended December 31, 2021, 2020, and 2019, respectively. Concentration of Risk Contracts with three of the HMOs accounted for the following amounts: As of and for the years ended December 31, 2021 2020 2019 Revenues 59.9% 69.9% 60.0% Accounts receivable 43.3% 47.9% 48.8% HMO Payors that represented greater than 10% of total revenue included two HMO contracts that were approximately 53.6%, 59.3% and 35.4% of total revenue for the years ended December 31, 2021, 2020 and 2019, respectively. 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 year end December 31, 2021 and December 31, 2020, two health plans required the Company to maintain restricted cash balances for an aggregate amount of $3.5 million and $0.6 million, respectively. These restricted cash balances are included within the caption cash, cash equivalents and restricted cash in the accompanying consolidated balance sheets. Inventory Inventory consists entirely of pharmaceutical drugs and is valued at the lower of cost (under the first-in, first-out method) or net realizable value. Accounts Receivable, Net of Unpaid Service Provider Costs Accounts receivable are carried at amounts the Company deems collectible. Accordingly, an allowance is provided based on credit losses expected over the contractual term. Accounts receivable are written off when they are deemed uncollectible. As of December 31, 2021 and December 31, 2020, the Company believes no allowance is necessary. The ultimate collectability of accounts receivable may differ from amounts estimated. The period between the time when the service is performed by the Company and the fees are received is usually one year or less and therefore, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust accounts receivable for the effect of a significant financing component. Accounts receivable include MRA receivables which are accrued and estimated based on the health status (acuity) and demographic characteristics of members. These estimates are continually evaluated and adjusted by management based upon our historical experience and other factors, including regular independent assessments by a nationally recognized actuarial firm. Amounts are only included as MRA receivables to the extent it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Accounts receivable included MRA receivables in the amount of $21.1 million and $7.8 million as of December 31, 2021 and December 31, 2020, respectively. As of December 31, 2021 and December 31, 2020, the Company’s accounts receivable were 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 December 31, 2021 and December 31, 2020. Accounts receivable balances are summarized below: As of, (in thousands) December 31, 2021 December 31, 2020 Accounts receivable $ 227,889 $ 112,799 Medicare risk adjustment 21,072 7,842 Unpaid service provider costs (115,528) (53,288) Accounts receivable, net $ 133,433 $ 67,353 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 consolidated statements of operation in the period they become known. The Company believes the amounts accrued to cover claims incurred and unpaid as of December 31, 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 and uses a third-party cost recovery firm which specialize in care coordination charges. As of both December 31, 2021 and 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 $7.3 million as well as insurance and cost recovery reimbursement of $18.8 million for the year ended December 31, 2021. The Company recorded excess loss insurance premiums and reimbursements of $4.9 million for the year ended December 31, 2020. The Company recorded these amounts on a net basis in the caption third-party medical costs in the accompanying consolidated statements of operations. The Company records excess loss insurance recoveries in accounts receivable and third-party cost recoveries in long term other assets on the accompanying consolidated balance sheets. As of December 31, 2021 and December 31, 2020, the Company recorded insurance recoveries and amounts due from a third party for other cost recoveries of $15.2 million and $2.5 million, respectively. Activity in unpaid service provider costs for the years ended December 31, 2021 and 2020 is summarized below: (in thousands) 2021 2020 Balance as of January 1, $ 54,524 $ 19,968 Incurred related to: Current year 861,226 380,194 Prior years 5,494 752 866,720 380,946 Paid related to: Current year 732,117 325,670 Prior years 60,018 20,720 792,135 346,390 Balance as of December 31, $ 129,109 $ 54,524 The foregoing reconciliation reflects a change in estimate during the years ended December 31, 2021 and 2020 related to unpaid service provider costs of approxim ately $5.5 million and $0.8 million, respectively, due to higher utilization rates. $13.6 million and $1.2 million of the liabilities for IBNR were included in other current liabilities in the consolidated balance sheet as they were in a net deficit position as of December 31, 2021 and December 31, 2020, 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 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 expenses and other current assets on the accompanying consolidated balance sheets. As of December 31, 2021 and December 31, 2020, the Company recorded capitalized deferred issuance cost balances of $23.3 million and $24.9 million, respectively, in the accompanying consolidated balance sheets, as described in Note 9, “ Long-Term Debt ”. Of the balance as of December 31, 2021 , $22.7 million was included in the caption notes payable, net of current portion and debt issuance costs, $0.1 million in prepaid expenses and other current assets, and $0.5 million in other assets on the accompanying consolidated balance sheets. Of the balance as of December 31, 2020, $18.5 million was included in the caption notes payable, net of current portion and debt issuance costs, $5.8 million in prepaid expenses and other current assets, and $0.6 million in other assets on the accompanying consolidated balance sheets. As described in Note 9, “Long-Term Debt”, Term Loan 3 (as defined below) was partially repaid by the Company on June 3, 2021. 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. For the years ended December 31, 2021 and December 31, 2020, the Company recorded a loss on extinguishment of debt of $13.1 million and $23.2 million, respectively, which related to unamortized debt issuance costs. The Company recorded $4.9 million of amortization of deferred financing costs for the year ended December 31, 2021 . The Company recorded $6.7 million of amortization of deferred financing costs for the year ended December 31, 2020. Amortization expense is reflected under the caption interest expense in the accompanying 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, value, or productive capacity. 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. 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 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. Business Acquisitions The Company accounts for acquired businesses using the acquisition method of accounting. All assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of fair value involves estimates and the use of valuation techniques when market value is not readily available. The Company uses various techniques to determine fair value in accordance with accepted valuation models, primarily the income approach. The significant assumptions used in developing fair values include, but are not limited to, EBITDA growth rates, revenue growth rates, the amount and timing of future cash flows, discount rates, useful lives, royalty rates and future tax rates. The excess of purchase price over the fair value of assets and liabilities acquired is recorded as goodwill. Refer to Note 3, "Business Acquisitions," for a discussion of the Company's recent acquisitions. 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 each year or more frequently if events or circumstances dictate. Goodwill is evaluated for impairment at the reporting unit level. The Company has identified one reporting unit for the annual goodwill impairment testing. 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 pandemic on its business and the overall economy and resulting impact on its goodwill. There was no impairment to goodwill during the years ended December 31, 2021, 2020 and 2019. Intangibles, Net The Company’s intangibles consist of trade names, brand, non-compete, and customer, payor, and provider relationships. The Company amortizes its intangibles using the straight-line method over the estimated useful lives of the intangible, which ran ges from one ible assets are reviewed for impairment in conjunction with long-lived assets. Leases In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We adopted the standard in 2021 upon losing EGC status. Under the new standard, the Company evaluates whether a contract is or contains a lease at the inception of the contract. Upon lease commencement, which is defined as the date on which a lessor makes the underlying asset available to the Company for use, the Company classifies the lease as either an operating or finance lease. The Company’s leases primarily consist of operating leases for office space and operating medical centers in certain states in which we operate. The Company also has finance leases for vehicles and medical equipment. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are measured at the present value of the remaining, fixed lease payments at lease commencement. The Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at the later of adoption, inception, or modification in determining the present value of lease payments. Right-of-use assets are measured at an amount equal to the initial lease liability, plus any prepaid lease payments (less any incentives received) and initial direct costs, at the lease commencement date. Lease expense for operating leases is recognized on a straight-line basis over the lease term in selling, general and administrative expense on the consolidated statements of operations. Variable lease costs are recognized in the period in which the obligation for those costs is incurred. Lease expense for finance leases is recognized in interest expense for the interest portion and the amortization of the ROU asset is recognized in depreciation and amortization expense on the consolidated statement of operations. Under the package of practical expedients that the Company elected, as lessee, the Company did not have to (i) re-assess whether expired or existing contracts contain leases, (ii) re-assess the classification of expired or existing leases, (iii) re-evaluate initial direct costs for existing leases or (iv) separate lease components of certain contracts from non-lease components and did not have to (v) utilize the full term of the lease when selecting the IBR, but rather will use the remaining term on the transition date. The renewal options are not included in the measurement of the right of use assets and lease liabilities as the Company is not reasonably certain it will exercise the optional renewal periods. The adoption of this standard had a material impact on the Company’s financial position but did not significantly affect the Company’s results of operations or cash flows. The most significant effects of adoption were the recognition of material new right-of-use assets and corresponding liabilities on its consolidated balance sheet, including new additions as of December 31, 2021 (see Note 6). Adoption of the standard resulted in the recognition of additional ROU assets and lease liabilities for operating leases of $47.2 million and $49.4 million as of January 1st, 2021, respectively. 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 malpra ctice 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 could materially affect the Company’s future consolidated financial position, results of operations, and cash flows. As of December 31, 2021 and December 31, 2020, the Company has recorded claims liabilities of $ 0.3 million and $0.1 million, respectively, in other liabilities. Insurance recoverables were immaterial as of December 31, 2021 and December 31, 2020, and are recorded in other assets on the accompanying consolidated balanc |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | BUSINESS ACQUISITIONS Doctor’s Medical Center, LLC and its affiliates On July 2, 2021, the Company acquired Doctor's Medical Center, LLC and its affiliates (“DMC”) for a purchase price of $300.7 million in cash. DMC sellers entered into non-compete agreements with the Company. The Company recorded non-compete intangible assets totaling $1.7 million with a weighted-average amortization period of five years. The purchase price has been allocated to accounts receivable, net of unpaid service provider costs, property and equipment, net, other assets, favorable leasehold interest, non-compete intangibles, trade name, payor relationships, net, goodwill, and accounts payable and accrued expenses. The portion of the purchase price that is allocated to the non-compete is not considered part of the consideration transferred to acquire the business and is accounted for separately. The following table provides the allocation of the purchase price: (in thousands) Accounts receivable, net of unpaid service provider costs $ 6,641 Property and equipment, net 1,283 Other assets 142 Favorable leasehold interest 110 Non-compete intangibles 1,700 Trade name 25,500 Payor relationships 115,100 Goodwill 151,188 Accounts payable and accrued expenses (1,001) Total purchase price, including non-compete intangibles $ 300,663 Total revenues and net income attributable to the assets acquired in the DMC acquisition were approximately $94.3 million and $11.9 million, respectively, for the year ended December 31, 2021. 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 $607.9 million, of which $538.3 million was paid in cash , $9.6 million in contingent consideration from forfeited acquisition add-ons based on terms negotiated by University prior to closing , and $60.0 million in 4,055,698 shares of the Company’s Class A common stock. University sellers entered into non-compete agreements with the Company. The Company recorded non-compete intangible assets totaling $45.2 million with a weighted-average amortization period of five years. The purchase price has been allocated to accounts receivable, net of unpaid service provider costs, inventory, property and equipment, payor relationships, net, non-compete intangibles, other acquired intangibles, other assets, goodwill, and accounts payable and accrued expenses. The portion of the purchase price that is allocated to the non-compete is not considered part of the consideration transferred to acquire the business and is accounted for separately. In the accompanying consolidated balance sheet as of December 31, 2021, a $3.2 million adjustment to goodwill and cash consideration has been made to correct an error in the final purchase price allocation . 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 intangibles 45,191 Other acquired intangibles 113,237 Other assets 116 Goodwill 270,245 Accounts payable and accrued expenses (140) Total purchase price, including non-compete intangibles $ 607,938 Total revenues attributable to the assets acquired in the University acquisition were approximately $188.4 million for the year ended December 31, 2021. Net income attributable to the assets acquired in the University acquisition was approximately $17.4 million for the year ended December 31, 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 Units of Primary Care (ITC) Intermediate Holdings, LLC’s securities. The remaining amount of $16.1 million related to payment reconciliations was held back and was paid in equity in February 2022. The physicians entered into employment agreements with the Company which included covenants not to compete. The Company recorded non-compete intangible assets totaling $1.0 million with a weighted-average amortization period of five years. The purchase price has been allocated to property and equipment, non-compete intangibles, acquired intangibles, goodwill, and other assets. The portion of the purchase price that is allocated to the non-compete is not considered part of the consideration transferred to acquire the business and is accounted for separately. The following table provides the allocation of the purchase price: (in thousands) Property and equipment $ 2,409 Non-compete intangibles 1,022 Acquired intangibles 117,014 Goodwill 74,852 Other assets 87 Total purchase price, including non-compete intangibles $ 195,384 Total revenues attributable to the assets acquired in the Healthy Partners acquisition were approximately $331.5 million and $191.1 million for the years ended December 31, 2021 and 2020, respectively. Net income attributable to the assets acquired in the Healthy Partners acquisition was approximately $41.1 million and $17.6 million for the years ended December 31, 2021 and 2020, respectively. 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 Units of Primary Care (ITC) Intermediate Holdings, LLC. The remaining amount includes $1.5 million related to the pay-down of debt, and $1.1 million r elated to the pay-down of accounts payable and accrued expenses of PCP. The physicians entered into employment agreements with the Company and these agreements included covenants not to compete. The Company recorded non-compete intangible assets totaling $0.8 million with a weighted-average amortization period of three years. The purchase price has been allocated to cash, cash equivalent and restricted cash, accounts receivable, inventory, property and equipment, non-compete intangibles, acquired intangibles, goodwill, and accounts payable and accrued expenses. The portion of the purchase price that is allocated to the non-compete is not considered part of the consideration transferred to acquire the business and is accounted for separately. 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 intangibles 846 Acquired intangibles 43,549 Goodwill 13,738 Accounts payable (274) Total purchase price, including non-compete intangibles $ 60,209 Total revenues attributable to the assets acquired in the Primary Care Physicians acquisition were approximately $99.9 million and $74.8 million for the years ended December 31, 2021 and 2020, respectively. Net income attributable to the assets acquired in the Primary Care Physicians acquisition was $18.7 million and $8.6 million for the years ended December 31, 2021 and 2020, respectively. Belen Medical Centers, LLC and related entities On September 3, 2019 , the Company acquired all of the assets of Belen Medical Centers, LLC and related entities (“Belen”). The purchase price totaled $110.0 million, of which $63.1 million was paid in cash, 254,545 Class A-4 Units of Primary Care (ITC) Holdings, LLC’s securities with a value of $7.0 million were issued, and $4.6 million was withheld and paid to Belen during the year ended December 31, 2020 . The remaining amount of $ 35.3 million is related to payment reconciliations which were held-back and paid to Belen during the year ended December 31, 2020 . The physicians entered into employment agreements with the Company and these agreements include covenants not to compete. The Company recorded non-compete intangible assets totaling $0.3 million with a weighted-average amortization period of 2 years. The purchase price has been allocated to accounts receivable, property and equipment, non-compete intangible assets, acquired intangible assets, goodwill, and other assets. The portion of the legal purchase price that is allocated to the non-compete is not considered part of consideration transferred to acquire the business and is accounted for separately. The following table provides the allocation of the purchase price: (in thousands) Accounts receivable $ 321 Property and equipment 942 Non-compete intangibles 270 Acquired intangibles 40,400 Goodwill 68,019 Other assets 60 Total Purchase Price $ 110,012 The acquired intangible assets that make up the amount include $3.4 million for the brand and payor relationships amounting to $37.0 million. Total revenues attributable to the assets acquired in the Belen acquisition were approximately $78.0 million for the year ended December 31, 2021, $80.5 million for the year ended December 31, 2020 and $25.9 million for the year ended December 31, 2019. Net income attributable to the assets acquired in the Belen acquisition was $12.3 million for the year ended 2021, $20.8 million for the year ended December 31, 2020 and $4.4 million for the year ended December 31, 2019. The net effect of acquisitions to the Company’s assets and liabilities and reconciliation of cash paid for net assets acquired for the years ended December 31, 2021, 2020 and 2019, including amounts related to acquisitions not disclosed above, was as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Assets acquired Accounts receivable $ 50,979 $ 486 $ 321 Other assets 2,108 433 632 Property and equipment 3,582 4,011 1,220 Goodwill 535,318 92,289 77,971 Intangibles 637,766 162,542 52,212 Total assets acquired 1,229,753 259,761 132,356 Liabilities Assumed Amounts due to seller 49,195 16,288 39,751 Other liabilities 45,782 1,548 — Total liabilities assumed 94,977 17,836 39,751 Net Assets Acquired 1,134,776 241,925 92,605 Issuance of equity in connection with acquisitions 64,469 34,300 9,250 Acquisitions of subsidiaries, including non-compete intangibles, net of cash acquired $ 1,070,307 $ 207,625 $ 83,355 Pro forma information is not presented for all of the Company’s acquisitions during the years ended December 31, 2021 and 2020 as historical financial results were unavailable for all businesses acquired. 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: Years Ended December 31, (in thousands) 2021 2020 Revenue $ 1,763,820 $ 1,241,294 Net loss $ (123,926) $ (55,341) Revenue and net income for other acquisitions not individually disclosed for the year ended December 31, 2021 were $25.0 million and $8.0 million, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET The following is a summary of property and equipment, net and the related useful lives as of December 31, 2021 and December 31, 2020 (in thousands): Assets Classification Useful Life 2021 2020 Leasehold improvements Lesser of lease term or 15 years $ 46,283 $ 25,021 Medical equipment 3-12 years 16,133 8,288 Vehicles 3-5 years 7,403 4,900 Computer equipment 5 years 7,068 4,475 Furniture and fixtures 3-7 years 4,039 2,390 Construction in progress 24,817 4,155 Total 105,743 49,229 Less: Accumulated depreciation and amortization (20,482) (11,103) Property and equipment, net $ 85,261 $ 38,126 Depreciation expense was $10.9 million , $6.7 million and $2.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Company paid a related party for construction in progress and leasehold improvements totaling $7.9 million $7.3 million and $5.5 million for the years ended December 31, 2021, 2020 and 2019 respectively. The Company had an immaterial amount d ue to the related party as of December 31, 2021 and December 31, 2020, related to the construction in progress and leasehold improvements. These payments are included in the caption accounts payable and accrued expenses on the accompanying 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. |
Payor Relationships and Other I
Payor Relationships and Other Intangibles, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Payor Relationships and Other Intangibles, Net | PAYOR RELATIONSHIPS AND OTHER INTANGIBLES, NET As of December 31, 2021, the Company’s total intangibles, net consisted of the following: (in thousands) Weighted-Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangibles: Trade names 9.00 years $ 1,409 $ (787) $ 622 Brand 19.26 years 183,238 (9,037) 174,201 Non-compete 4.92 years 75,794 (12,110) 63,684 Customer relationships 18.24 years 880 (184) 696 Payor relationships 20.00 years 609,362 (32,714) 576,648 Provider relationships 5.12 years 12,242 (2,472) 9,770 Total intangibles, net $ 882,925 $ (57,304) $ 825,621 As of December 31, 2020, the Company’s total intangibles, net consisted of the following: (in thousands) Weighted-Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangibles: Trade names 9.00 years $ 1,409 $ (630) $ 779 Brand 18.26 years 29,486 (2,171) 27,315 Non-compete 4.61 years 7,733 (3,373) 4,360 Customer relationships 18.55 years 880 (135) 745 Payor relationships 20.00 years 201,530 (11,960) 189,570 Provider relationships 10.00 years 4,119 (533) 3,586 Total intangibles, net $ 245,157 $ (18,802) $ 226,355 The Company recorded amortization expense o f $38.5 million , $11.8 million and $3.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. Expected amortization expense for the Company’s existing amortizable intangibles for the next five years, and thereafter, as of December 31, 2021 is as follows: Years ended December 31, Amount (in thousands) 2022 $ 59,445 2023 57,607 2024 55,666 2025 54,240 2026 47,060 Thereafter 551,603 Total $ 825,621 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | LEASES The Company leases offices, operating medical centers, vehicles and medical equipment. Leases consist of finance and operating leases, and have a remaining lease term of 1 year to 10 years. The Company elected the practical expedient, which allows the Company to exclude leases with a lease term less than 12 months from being recorded on the balance sheet. We adopted the practical expedient related to the combining of lease and non-lease components, which allows us to account for the lease and non-lease components as a single lease component. The following table presents ROU assets and lease liabilities as of December 31, 2021 (in thousands): 2021 ROU assets Operating leases $ 132,173 Finance leases 3,854 $ 136,027 Lease liabilities Operating leases $ 138,211 Finance leases 3,476 $ 141,687 ROU asset finance leases are included in property and equipment, net The components of lease expense for the year ended December 31, 2021 (in thousands) were as follows: 2021 Operating lease cost $ 19,732 Short-term lease cost 1,167 Variable lease cost 4,954 Finance lease cost Amortization of right-of-use assets $ 1,253 Interest on lease liabilities 221 Total finance lease cost $ 1,474 Sublease income was immaterial for the year ended December 31, 2021. Additional information related to operating and finance leases for the year ended December 31, 2021 (in thousands) were as follows: 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 221 Operating cash flows from operating leases 16,278 Financing cash flows from finance leases 1,378 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 98,742 Finance leases 2,461 The weighted average remaining lease term (in years) and weighted average discount rate were as follows: 2021 Weighted average remaining lease term - Finance 3.1 years Weighted average remaining lease term - Operating 7.9 years Weighted average discount rate - Finance 6.91 % Weighted average discount rate - Operating 5.92 % Future minimum lease payments under operating and finance leases as of December 31, 2021 were as follows (in thousands): Years ended December 31, Operating Finance Total 2022 $ 23,051 $ 1,485 $ 24,536 2023 24,577 1,078 25,655 2024 22,561 797 23,358 2025 20,489 364 20,853 2026 18,424 107 18,531 Thereafter 67,569 — 67,569 Total minimum lease payments 176,671 3,831 180,502 Less: amount representing interest (38,460) (355) (38,815) Lease liabilities $ 138,211 $ 3,476 $ 141,687 Future minimum lease payments under operating and capital leases as of December 31, 2020 were as follows (in thousands): Years ended December 31, Operating Capital Total 2021 $ 10,566 $ 1,038 $ 11,604 2022 11,075 919 11,994 2023 9,772 586 10,358 2024 8,158 271 8,429 2025 6,641 — 6,641 Thereafter 20,721 — 20,721 Total minimum lease payments 66,933 2,814 69,747 Less: amount representing interest — (358) (358) Lease liabilities $ 66,933 $ 2,456 $ 69,389 Rent expense for the years ended December 31, 2020 and 2019 amounted to approximately $11.6 million and $6.1 million, respectively. |
Leases | LEASES The Company leases offices, operating medical centers, vehicles and medical equipment. Leases consist of finance and operating leases, and have a remaining lease term of 1 year to 10 years. The Company elected the practical expedient, which allows the Company to exclude leases with a lease term less than 12 months from being recorded on the balance sheet. We adopted the practical expedient related to the combining of lease and non-lease components, which allows us to account for the lease and non-lease components as a single lease component. The following table presents ROU assets and lease liabilities as of December 31, 2021 (in thousands): 2021 ROU assets Operating leases $ 132,173 Finance leases 3,854 $ 136,027 Lease liabilities Operating leases $ 138,211 Finance leases 3,476 $ 141,687 ROU asset finance leases are included in property and equipment, net The components of lease expense for the year ended December 31, 2021 (in thousands) were as follows: 2021 Operating lease cost $ 19,732 Short-term lease cost 1,167 Variable lease cost 4,954 Finance lease cost Amortization of right-of-use assets $ 1,253 Interest on lease liabilities 221 Total finance lease cost $ 1,474 Sublease income was immaterial for the year ended December 31, 2021. Additional information related to operating and finance leases for the year ended December 31, 2021 (in thousands) were as follows: 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 221 Operating cash flows from operating leases 16,278 Financing cash flows from finance leases 1,378 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 98,742 Finance leases 2,461 The weighted average remaining lease term (in years) and weighted average discount rate were as follows: 2021 Weighted average remaining lease term - Finance 3.1 years Weighted average remaining lease term - Operating 7.9 years Weighted average discount rate - Finance 6.91 % Weighted average discount rate - Operating 5.92 % Future minimum lease payments under operating and finance leases as of December 31, 2021 were as follows (in thousands): Years ended December 31, Operating Finance Total 2022 $ 23,051 $ 1,485 $ 24,536 2023 24,577 1,078 25,655 2024 22,561 797 23,358 2025 20,489 364 20,853 2026 18,424 107 18,531 Thereafter 67,569 — 67,569 Total minimum lease payments 176,671 3,831 180,502 Less: amount representing interest (38,460) (355) (38,815) Lease liabilities $ 138,211 $ 3,476 $ 141,687 Future minimum lease payments under operating and capital leases as of December 31, 2020 were as follows (in thousands): Years ended December 31, Operating Capital Total 2021 $ 10,566 $ 1,038 $ 11,604 2022 11,075 919 11,994 2023 9,772 586 10,358 2024 8,158 271 8,429 2025 6,641 — 6,641 Thereafter 20,721 — 20,721 Total minimum lease payments 66,933 2,814 69,747 Less: amount representing interest — (358) (358) Lease liabilities $ 66,933 $ 2,456 $ 69,389 Rent expense for the years ended December 31, 2020 and 2019 amounted to approximately $11.6 million and $6.1 million, respectively. |
Equipment Loans
Equipment Loans | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Equipment Loans | 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 December 31, 2021 and December 31, 2020: (in thousands) 2021 2020 Notes payable bearing interest at 17.2%: due July 2022, secured by certain property and equipment $ 20 $ 51 Notes payable bearing interest at 8.8%; due May 2023, secured by certain property and equipment 35 58 Notes payable bearing interest at 12.5%, 12.8%, and 11.0%; all due June 2023, all secured by certain property and equipment 52 82 Notes payable bearing interest at 7.2%; due April 2025, secured by certain property and equipment 73 92 Notes payable bearing interest at 4.2%; due December 2024, secured by certain property and equipment 693 904 Notes payable bearing interest at 3.4%; due September 2026, secured by certain property and equipment 966 — Total equipment loans $ 1,839 $ 1,187 Less: current portion (510) (314) Total equipment loans, net of current portion $ 1,329 $ 873 |
Contract Liabilities
Contract Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract Liabilities | CONTRACT LIABILITIES As further explained in Note 13, “Related Party Transactions”, the Company entered into certain agreements with Humana under which the Company receives administrative payments in exchange for providing care coordination services at certain clinics licensed to the Company over the term of such agreements. The Company’s contract liabilities balance related to these payments from Humana was $6.1 million and $5.3 million of December 31, 2021 and December 31, 2020, respectively. The short-term portion is recorded in deferred revenue and the long-term portion is recorded in deferred revenue, net of current portion. The Company recognized $1.5 million and $0.2 million in revenue from contract liabilities recorded during the year ended December 31, 2021 and December 31, 2020. A summary of significant changes in the contract liabilities balance during the period is as follows: (in thousands) Deferred revenue Balance as at December 31, 2019 $ — Increases due to amounts collected 5,450 Revenues recognized from current period increases (185) Balance as at December 31, 2020 5,265 Increases due to amounts collected 2,300 Revenues recognized from current period increases (1,506) Balance as at December 31, 2021 $ 6,059 Of the December 31, 2021 contract liabilities balance, the Company expects to recognize the following amounts as revenue in the succeeding years: Years ended December 31, Amount (in thousands) 2022 $ 1,815 2023 1,940 2024 1,755 2025 424 2026 125 Total $ 6,059 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT The Company’s notes payable were as follows as of December 31, 2021 and December 31, 2020: (in thousands) 2021 2020 Term loan 3 $ 644,432 $ 480,000 Senior Notes 300,000 — Less: Current portion of notes payable (6,493) (4,800) 937,939 475,200 Less: debt issuance costs (22,673) (18,455) Notes payable, net of current portion and debt issuance costs $ 915,266 $ 456,745 Credit Facilities Pursuant to a Credit Agreement with Credit Suisse and the other lenders party thereto (the “Credit Agreement”), the Company has entered into senior secured term loans (together with the revolving line of credit, the "Credit Facilities"). Obligations under the Credit Facilities are secured by substantially all of the Company’s assets. The Credit Facilities contain a financial maintenance covenant (which is for the benefit of the lenders under the revolving line of credit only), requiring the Company to not exceed a total first lien secured net debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio, which is tested quarterly only if the Company has exceeded a certain amount drawn under its revolving line of credit. As of December 31, 2021, the financial covenant 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). 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. 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 $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 ("PIK") of 11.5% per annum. Principal and PIK interest were due on December 1, 2022. 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 consolidated balance sheets. The change in fair market value on embedded derivatives was $12.8 million for the year ended December 31, 2020, and was recorded under the caption change in fair value of embedded derivative in the accompanying consolidated statements of operations. 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 the Credit Agreement with Credit Suisse and the other lenders party thereto on November 23, 2020 under which Credit Suisse and the other lenders party thereto committed to extend credit to the Company in the initial amount of $685.0 million. The Credit Agreement initially consisted 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”). On issuance, Term Loan 3 represented the principal amount of $480.0 million funded to the Company on November 23, 2020 by Credit Suisse and the other lenders. The Delayed Draw Term Commitments represented commitments from Credit Suisse and the other lenders to provide an aggregate amount of $175.0 million in additional term loans to the Company after November 23, 2020. As of December 31, 2021, the Company had fully drawn upon the Delayed Draw Term Commitments, and the $175.0 million of Delayed Draw Term Loans were combined with the Initial Term Loan into a single class of borrowings. Term loan 3 is subject to principal amortization repayments due on the last business day of each calendar quarter equal to 0.25% of the initial principal amount, as applicable, based on the funding dates. Amortization payments commenced on March 31, 2021. The outstanding amount of unpaid principal and interest associated with Term loan 3 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 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 Term Loan 3 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 fiscal year ending December 31, 2022 and each subsequent fiscal year based on the Company’s first lien net leverage ratio (calculated as total consolidated debt secured by a first lien on any collateral, net of restricted cash. divided by consolidated Adjusted EBITDA (as defined in the Credit Agreement)) at the last day of the applicable fiscal year due only if and to the extent 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, 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 indebtedness that is not intended to refinance the Credit Agreement with Credit Suisse. Following the close of the Business Combination, the Company triggered the mandatory prepayment of $400.0 million of the outstanding principal on the Term Loan 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 $13.1 million in the year ended December 31, 2021 , which related to unamortized debt issuance costs. The $400.0 million mandatory prepayment was made without premium or penalty. On June 11, 2021, the Company entered into an amendment to the Credit Agreement with Credit Suisse and the other lenders by adding an incremental team loan for a principal amount of $295.0 million. Additionally, o n September 30, 2021, the Company amended its Credit Agreement with Credit Suisse and the other lenders by adding an incremental term loan for a principal amount of $100.0 million. Eurodollar borrowings are subject to interest at a rate per annum equal to (1) the LIBOR 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 Term loan 3 as Eurodollar borrowings. As of December 31, 2021 , the stated interest rate for Term loan 3 was 5.25% and the effective interest rate for Term loan 3 was 5.74%. As of December 31, 2021 , the Company’s Term Loan 3 bore interest of 5.25%. On September 30, 2021, the Company and Credit Suisse amended the Term Loan to increase the Initial Revolving Facility by an additional $30.0 million. On December 10, 2021, the Company and Credit Suisse amended Term Loan to increase the Initial Revolving Facility by an additional $60.0 million for an aggregate amount of commitments of $120.0 million. As of December 31, 2021, no loans were drawn under the Initial Revolving Facility and its available balance was $119.1 million. As of December 31, 2021, the Company had one letter of credit outstanding in favor of a third party in the amount of $0.9 million. As of December 31, 2020, no amounts were drawn from the Initial Revolving Facility and its available balance was $30.0 million. On January 14, 2022, entered into the Sixth Amendment (“Sixth Amendment”) to the Credit Agreement, pursuant to which the outstanding principal amount of approximately $644.4 million of senior secured term loans maturing November 23, 2027 (the “Existing Term Loan”) were replaced with an equivalent amount of new term loan (the “New Term Loan”) having substantially similar terms as the Existing Term Loan, except with respect to the interest rate applicable to the New Term Loan, with the implementation of a forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) as the replacement of LIBOR as the benchmark interest rate for borrowings, and certain other provisions. The New Term Loan replaced the Existing Term Loan in full. The interest rate applicable to the New Term Loan and borrowing under the Initial Revolving Facility was revised to Term SOFR plus 4.00%, plus the applicable credit spread adjustment (with a Term SOFR floor of 0.50%); provided that if the Company achieves a public corporate rating from S&P of at least B and a public rating from Moody's of at least B2, then for as long as such ratings remain in effect, a margin of 3.75% shall be applicable. The interest rate applicable to the Existing Term Loan was LIBOR plus 4.50% (with a LIBOR floor of 0.75%). Bridge Loan On July 2, 2021, the Company entered into a Bridge Loan Agreement (the "Bridge Loan Agreement") for a principal amount of $250.0 million ("Bridge Loan") to finance a business acquisition. Pursuant to the Bridge Loan Agreement, the Bridge Loan bore interest, payable quarterly in arrears (or, with respect to Eurodollar borrowings, on the last day of the applicable interest period, or, if the interest period is greater than three months, in three month intervals), at a rate equal to adjusted LIBOR plus 6.5% per annum, or 6.65%. The Bridge Loan was issued with debt issuance costs of $3.5 million, which fully amortized during the year ended December 31, 2021 and is included in the caption interest expense in the accompanying consolidated statements of operations. On September 30, 2021, following the issuance of the Senior Notes, the Company repaid the Bridge Loan in full, consisting of (1) $250.0 million of principal and (2) $4.2 million of outstanding accrued interest. Senior Notes On September 30, 2021, the Company issued senior unsecured notes for a principal amount of $300.0 million (the "Senior Notes") in a private offering. Proceeds from the Senior Notes were used to repay the $250.0 million Bridge Loan in full. The Senior Notes bear interest at 6.25% per annum, payable semi-annually on April 1st and October 1st of each year, commencing April 1, 2022. As of December 31, 2021, the effective interest rate of the Senior Notes was 6.65%. Principal on the Senior Notes is due in full on October 1, 2028. The Senior Notes are not subject to any amortization payments. Prior to October 1, 2024, the Company may redeem some or all of the notes at a price equal to 100% of the principal amount redeemed, plus accrued and unpaid interest, plus a make-whole premium. Prior to October 1, 2024, the Company may also redeem up to 40% of the aggregate principal amount of the notes with the net cash proceeds of certain equity offerings, at a redemption price of 106.25%, plus accrued and unpaid interest. On or after October 1, 2024, the Company may redeem some or all of the Notes at a redemption price of 100% - 103.13%, plus accrued and unpaid interest, depending on the date that the Senior Notes are redeemed. The Senior Notes were issued with debt issuance costs of $6.8 million, which are included in the caption notes payable, net of current portion and debt discount in the accompanying consolidated balance sheets. Future Principal Payments on Term Loan and Senior Notes The following table sets forth the Company’s future principal payments as of December 31, 2021 , assuming another mandatory prepayment does not occur: (in thousands) Year ending December 31, Amount 2022 $ 6,493 2023 6,493 2024 6,493 2025 6,493 2026 6,493 Thereafter 911,967 Total $ 944,432 As of December 31, 2021 and December 31, 2020, the balance of debt issuance costs totaled $23.3 million and $24.9 million, respectively , and were being amortized into interest expense over the life of the loan using the effective interest method. Of the balance as of December 31, 2021 , $22.7 million was related to the Term Loan and the Senior Notes reflected as a direct reduction to the long-term debt balances, while the remaining $0.6 million was related to the Initial Revolving Facility, and reflected in prepaid expenses and other current assets. For the years ended December 31, 2021, 2020 and 2019 the Company recognized interest expense of $51.3 million, $34.0 million and $10.2 million, respectively, of which $4.9 million, $6.7 million and $0.5 million, respectively, were related to the amortization of debt issuance costs. |
Due to Sellers
Due to Sellers | 12 Months Ended |
Dec. 31, 2021 | |
Due to Sellers [Abstract] | |
Due to Sellers | DUE TO SELLERS The amounts due to sellers as of December 31, 2021 and December 31, 2020 were $25.9 million and $41.1 million, respectively. Included in the due to sellers balance, there are amounts recorded as part of the initial purchase price 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 $17.4 million, and the total bonuses owed to sellers were $8.5 million, as of December 31, 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 $7.6 million, $9.3 million and $6.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. These charges are included within the caption transaction costs and other within the accompanying consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS ASC 820, " Fair Value Measurements and Disclosures" , provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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 $945.0 million and $474.0 million as of December 31, 2021 and December 31, 2020, respectively. The following is a description of the valuation methodology used for liabilities measured at fair value. Contingent Consideration : Consideration is earned by the sellers of two of the Company’s historical acquisitions based on the Company completing acquisitions of various targets specified at the time that business was acquired. The consideration is valued at fair value applying a Scenario Based method. On August 11, 2021, the Company issued 2,720,966 shares of Class A common stock (the “escrowed shares”) to the escrow agent, on behalf of the seller, as part of the consideration in connection with an acquisition. The amount of shares was based on a $30.0 million purchase price divided by the average share price of the Company during the twenty consecutive trading days preceding the closing date of the transaction. The shares were deposited in escrow and will be released to the seller upon the satisfaction of certain performance metrics in 2022 and 2023. The final number of escrowed shares will be calculated by multiplying the initial share amount by an earned share percentage ranging from 0% to 100% in accordance with the purchase agreement and subtracting any forfeited indemnity shares. The fair value of this contingent consideration is determined using a Monte-Carlo simulation model. These inputs are used to calculate the pay-off amount per the agreement which is then discounted to present value using the risk-free rate and the Company’s cost of debt. The preceding methods described may produce fair value calculations that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies 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 decrease of $11.7 million in the fair value of the contingent consideration during the year ended December 31, 2021, recorded in transaction costs and other in the consolidated statement of operations. Embedded Derivative : In calculating the valuation of the embedded derivative, the Company considered the present value of the cash flows over the term of the debt agreement as impacted by (1) the probability of a debt issuance or a change in control event occurring that would trigger a prepayment penalty to 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 September 30, 2020: Range as of Unobservable Input June 1, 2020 November 23, 2020 Probability of change of control 90% N/A Probability of issuance of debt 5% 100% Expected date of event Fourth Quarter 2020 Fourth Quarter 2020 Discount rate 39% 35% The change in fair value of the embedded derivative of $12.8 million was recorded during the year ended December 31, 2021, and was included within change in fair value of embedded derivative. As noted in Note 9, "Long-Term Debt" , the embedded derivative was derecognized as a result of the refinancing that took place on November 23, 2020. Warrant Liabilities: As of June 3, 2021, the Closing Date of the Business Combination, and December 31, 2021 , there were 23.0 million Public Warrants and 10.53 million Private Placement Warrants outstanding. The Company classifies its Public Warrants and Private Placement Warrants as liabilities in accordance with ASC 815, " Derivatives and Hedges" , 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 December 31, 2021 . The preceding methods described may produce fair value calculations that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table provides quantitative information regarding the Level 3 inputs used for the fair value measurements of the warrant liabilities: As of Unobservable Input June 3, 2021 December 31, 2021 Exercise price $11.50 $11.50 Stock price $14.75 $8.91 Term (years) 5.0 4.4 Volatility 37.1% N/A Risk free interest rate 0.8% 1.2% Dividend yield None None Public warrant price $4.85 $2.39 The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2021 : (in thousands) Carrying Quoted Prices in Significant Significant Liabilities measured at fair value on a recurring basis: Contingent consideration $ 38,423 $ — $ — $ 38,423 Public Warrant Liabilities 54,970 54,970 — — Private Placement Warrant Liabilities 25,174 — — 25,174 Total liabilities measured at fair value $ 118,567 $ 54,970 $ — $ 63,597 There was a decrease of $56.6 million in the fair value of the Public Warrant Liabilities during the year ended December 31, 2021, and a decrease of $26.3 million in the fair value of the Private Placement Warrant Liabilities during the year ended December 31, 2021. The change in 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 basis as of December 31, 2020: (in thousands) Carrying Quoted Prices in Significant Significant Liabilities measured at fair value on a recurring basis: Contingent consideration $ 5,172 $ — $ — $ 5,172 Total liabilities measured at fair value $ 5,172 $ — $ — $ 5,172 Activity of the assets and liabilities measured at fair value was as follows: Years Ended December 31, 2021 2020 2019 Opening balance as at January 1, $ 5,172 $ 23,429 $ 20,584 Embedded derivative recognized under Term Loan 2 — 51,328 — Change in fair value of embedded derivative — 12,764 — Embedded derivative derecognized due to extinguishment of Term Loan 2 — (64,092) — Change in fair value of contingent consideration (11,680) 65 2,845 Contingent consideration recognized due to acquisitions 47,900 2,695 — Warrants acquired in the Business Combination 163,058 — — Change in fair value of warrants (82,914) — — Contingent consideration reclassified to due to seller (756) (16,059) — Contingent consideration settled through equity — (1,958) — Contingent consideration payments (2,213) (3,000) — Closing balance as of December 31, $ 118,567 $ 5,172 $ 23,429 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | VARIABLE INTEREST ENTITIES The Physicians Groups 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 the Physicians Groups, whether the Physicians Groups are VIEs, and whether the Company has a controlling financial interest in the Physicians Groups. The Company concluded that it has variable interests in the Physicians Groups 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, credentialing, and 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. The Physicians Groups’ equity at risk, as defined by GAAP, is insufficient to finance its activities without additional support, and therefore, the Physicians Groups are considered VIEs, and are not affiliates of the Company. In order to determine whether the Company has a controlling financial interest in the Physicians Groups, and thus, whether the Company is the primary beneficiary, the Company considered whether it has i) the power to direct the activities that most significantly impact the Physicians Groups’ 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 the Physicians Groups that could potentially be significant to it. The Company concluded that it may unilaterally remove the physician owners of the Physicians Groups at its discretion and is therefore considered to hold substantive kick-out rights over the decision maker of the Physicians Groups. Under each MSA, the Company is entitled to a management fee and a performance bonus that entitle the Company to substantially all of the residual returns or losses and is exposed to economics which could be significant to it. As a result, the Company concluded that it is the primary beneficiary of the Physicians Groups and therefore, consolidates the balance sheets, results of operations, and cash flows of these entities. The Company performs a qualitative assessment on an ongoing basis to determine if it continues to be the primary beneficiary. The table below illustrates the aggregated VIE assets and liabilities and performance for the Physicians Groups: As of December 31, (in thousands) 2021 2020 Total Assets $ 80,445 $ 8,182 Total Liabilities $ 59,988 $ 12,371 Years Ended December 31, (in thousands) 2021 2020 2019 Total revenue $ 24,145 $ 227 $ — Operating expenses: Third-party medical costs 13,133 — — Direct patient expense 9,493 3,109 — Selling, general and administrative expenses 23,895 1,020 — Depreciation and amortization expense 1,405 188 — Total operating expenses 47,926 4,317 — Net loss $ (23,781) $ (4,090) $ — There are no restrictions on the Physicians Groups' assets or on the settlement of their liabilities. The assets of the Physicians Group can be used to settle obligations of the Company. The Physicians Groups are included in the Company’s creditor group; thus, creditors of the Company have recourse to the assets owned by the Physicians Groups. There are no liabilities for which creditors of the Physicians Groups do not have recourse to the general credit of the Company. There are no restrictions placed on the retained earnings or net income of the Physicians Groups with respect to potential future distributions. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 financi ngs. 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 expenses. The advisory services agreement was terminated upon the consummation of the Business Combination disclosed in Note 1, "Nature of Business and Operations" . Pursuant to the advisory services agreement, the Company incurred expenses which are included in the consolidated statements of operations. The Company incurred related party transaction costs of approximately $2.3 million , $6.3 million and $2.8 million during the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 and December 31, 2020, no balance and an immaterial balance was owed to InTandem pursuant to this agreement, respectively. Administrative Service Agreement On April 23, 2018, the Company entered into an administrative service agreement with Dental Excellence Partners, LLC ("DEP"), under which DEP paid an administrative services fee. In addition, the Company also recognizes revenue from licensing the Cano Dental trademark and from various subleasing agreements with Dental Excellence Partners. The administrative fee is a monthly fixed amount per office for providing comprehensive management and related administrative services to the dental practice s. During April 2019, the Company entered into an amendment to this agreement and modified the administrative fee. The Company and DEP terminated the Administrative Service Agreement in December 2020, effective immediately. The Company recognized approximately $0.4 million, $0.6 million and $0.6 million of income during the years ended December 31, 2021, 2020 and 2019, respectively, which was recorded within the caption fee-for-service and other revenues in the accompanying consolidated statements of operations. As of December 31, 2021, an immaterial amount was due to the Company in relation to these agreements and recorded in the caption accounts receivable. 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 years ended December 31, 2021, 2020 and 2019, the Company paid Belen Dental approximately $0.3 million, $0.7 million and $0.3 million, respectively, pursuant to this agreement. On October 9, 2020, the Company entered into a dental services agreement with Dental Excellence Partners, LLC to provide dental services for managed care members of the Company. The Company was charged approximately $4.6 million, $2.4 million and $1.8 million during the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, no balance was due to Dental Excellence Partners, LLC. 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 $60 million . The note accrued interest at a rate of 8% per annum through March 2020 and 10% per annum thereafter, payable in kind. The note was convertible to Class A-4 units of the Parent at the option of Humana in the event the Parent 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. Humana is not a related party subsequent to the Business Combination on June 3, 2021 due to the repayment of the note. In 2020, the Company entered into multi-year agreements with Humana, Inc. ( “ Humana ” ), a managed care organization, agreeing that Humana will be the exclusive health plan for Medicare Advantage products in certain centers in San Antonio and Las Vegas but allowing services to non-Humana members covered by original Medicare, Medicaid, and commercial health plans in those 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 basis if the Company ceases to provide services at the centers within the specified contract term. The Company identified one performance obligation per center to stand-ready to provide care coordination services to patients and will recognize revenue ratably over the contract term. Care coordination revenue is included in other revenue along with other ancillary healthcare revenues. 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 certain Humana owned or leased medical centers to provide health care services. 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 year ended December 31, 2021 . The license, deferred revenue and deferred rent liability to Humana totaled $13.5 million as of December 31, 2020 while Humana was a related party. The Company also recorded $0.5 million and $0.2 million in operating lease expense related to its use of Humana clinics during the years ended December 31, 2021 and 2020, respectively, prior to repaying the note and while Humana was a related party. 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 consolidated statements of operations revenue from Humana, including its subsidiaries, of $308.3 million and $235.5 million for the years ended December 31, 2021 and 2020 , respectively. The Company recognized third-party medical expenses of and $249.8 million and $175.4 million, for the years ended December 31, 2021 and 2020 , respectively. In addition, we have entered into expansion agreements with Humana which provide a roadmap to opening new Humana-funded medical centers in the southwestern U.S. by 2024. Humana may decline to fund additional medical centers, which would have an adverse effect on our growth and future prospects. 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 expense in aggregate totaled approximately $2.8 million, $2.7 million and $1.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. These operating leases terminate through September 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 Company 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 $7.9 million, $7.3 million and $5.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. Other Related Party Transactions The Company made payments to various related parties in relation to logistic software, medical supplies, housekeeping, and moving costs. During the years ended December 31, 2021, 2020 and 2019 the Company paid approximately $1.3 million, $0.6 million and $0.6 million, respectively, to such parties. 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%. The Company did not recognize any interest income for the year ended December 31, 2021 . For the years ended December 31, 2020, and 2019 the Company recognized $0.3 million and $0.3 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 early repayment, 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 end ed 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. 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 $0.5 million, with a fixed annual interest rate of 2.8%. The loan and in terest receivable was scheduled to be due on August 24, 2025. As of December 31, 2021, both of the promissory notes were paid in full. Asset Purchase Agreement On October 1, 2021, the Company, through its wholly owned subsidiary, completed the acquisition of substantially all of the assets of Aguilar Medcare Associates ("AMA"), for shares of the Company’s Class A common stock equal to approximately $3.0 million pursuant to an asset purchase agreement. Dr. Richard Aguilar, the Company’s Chief Clinical Officer, |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-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 52.0 million shares of stock. The aggregate number of shares authorized for issuance under the 2021 ESPP will not exceed 4.7 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 2021 ESPP Plan shall be cumulatively increased by the lessor of (i) 15.0 million shares of Class A common stock, (ii) one percent 1.0% 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. 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 December 31, 2021 was $42.0 million, which is expected to be recognized over the weighted average remaining service period of 2.4 years. 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 June 3, 2021 to June 3, 2024 (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% - 2.0% 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 December 31, 2021 is presented below: Shares Weighted Average Grant Date Fair Value Balance, January 1, 2021 — — Granted 12,831,184 $ 4.23 Vested — — Forfeitures (127,486) 4.23 Balance, December 31, 2021 12,703,698 $ 4.23 Restricted Stock Units During 2021, the Company granted 5,188,722 time-based RSUs to certain employees of the Company. The RSUs vest over a four-year period 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 common stock on the grant date. The unrecognized compensation cost of the RSUs as of December 31, 2021 was $62.5 million, which is expected to be recognized over the weighted average remaining service period of 3.3 years. In addition, certain 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 December 31, 2021 is presented below: Shares Weighted Average Grant Date Fair Value Balance, January 1, 2021 — — Granted 5,188,722 $ $14.20 Vested — — Forfeitures (21,200) 14.75 Balance, December 31, 2021 5,167,522 $ $14.20 The Company recorded compensation expenses of $23.5 million , $0.5 million and $0.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Company recorded compensation expense related to the ESPP of $4.5 million for the year ended December 31, 2021 The total stock-based compensation expense related to all the stock-based awards granted by the former Parent is reported in the consolidated statement of operations as compensation expense within the selling, general and administrative expense caption. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 November 1, 2020, that continues through October 31, 2023. This agreement extends on a month-to-month basis thereafter until either party gives 90 days' written notice to terminate. The pharmaceutical wholesaler serves as the Company’s primary wholesale supplier for branded and generic pharmaceuticals. The agreement contains a provision that requires average monthly net purchases of $0.8 million, and if the minimum is not met, the vendor may adjust the pricing of goods. A Joinder Agreement was entered into on December 1, 2020, which amended the PVA to include IFB Pharmacy, LLC, a fully consolidated subsidiary, under the agreement as of this date. 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 years ended December 31, 2021, 2020 and 2019, the minimum requirements of the agreements in place were met. 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 consolidated financial position, results of their operations or cash flows. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company is subject to U.S. federal, state and local income taxes and Puerto Rican 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. PCIH is a multiple member limited liability company taxed as a partnership and accordingly any taxable income generated by PCIH 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 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 loss for the years ended December 31, 2021 and 2020 consisted of the following: (in thousands) 2021 2020 Jurisdictional earnings: U.S. losses $ (113,837) $ (72,128) Foreign income (losses) (2,886) 1,715 Total losses (116,723) (70,413) Current: U.S. Federal — — U.S. State and local (2) 63 Foreign 79 525 Total current tax expense 77 588 Deferred: U.S. Federal — — U.S. State and local — — Foreign (63) 63 Total deferred tax (benefit) expense (63) 63 Total tax expense $ 14 $ 651 The tax effect of temporary differences that give rise to significant portion of the deferred tax assets and deferred tax liabilities consist of the following as of December 31, 2021 and December 31, 2020: (in thousands) 2021 2020 Deferred tax assets: Pass-through income (loss) $ 315,218 $ — Net operating loss 12,762 — Stock compensation expense 4,761 — Interest expense carryforward 3,215 — Other 323 244 Total gross deferred tax 336,279 244 Valuation allowance (336,279) (244) Net deferred tax assets — — Deferred tax liabilities Unremitted earnings — (63) Deferred tax liability, net $ — $ (63) A reconciliation of expected income tax expense at the statutory federal income tax rate of 21% for the years ended December 31, 2021 and 2020 to the Company's effective income tax rate follows: 2021 2020 Percent Percent Income tax benefit computed at statutory rate 21.00 % 21.00 % Permanent items 13.57 % — % Net income attributable to noncontrolling interest (16.09) % (21.50) % State benefit, net of federal benefit 2.10 % — % Valuation allowance (21.57) % (0.33) % Foreign rate differential 0.93 % — % Other, net 0.05 % (0.06) % Total tax expense (0.01) % (0.89) % Our effective tax rate for the year ended December 31, 2021 was (0.01)% compared to (0.89)% for the year ended December 31, 2020. The effective tax rate for the periods presented differs from the statutory U.S. tax rate. This is primarily due to the Company’s pass-through entity treatment for tax purposes prior to the close of the Business Combination, including the Company’s establishment of a full valuation allowance which is further discussed below. In addition, for the Company’s taxable subsidiary operations, the effective tax rate differs mainly due to state income taxes and Puerto Rico taxes. The remaining rate differences are immaterial. 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. As December 31, 2021, the Company, including its subsidiaries, has approximately $47 million of federal net operating loss carryforwards, and an immaterial amount of state and foreign net operating loss carryforwards, as well as an immaterial amount of foreign tax credits carryforward. As a result of the Tax Cut and Jobs Act of 2017, net operating losses generated post 2017 are carried forward indefinitely. Management continuously assesses the likelihood that it is more likely than not that the deferred tax assets generated will be realized. In making such determinations, 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 not equal to the net recorded amount, the valuation allowance and provision for income taxes would be adjusted. 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 December 31, 2021 are not expected to be realized. The most significant deferred tax asset relates to the outside basis difference in the partnership which has a full valuation allowance through December 31, 2021. The Company does not have any unrecognized tax positions (“UTPs”) as of December 31, 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 " ("ASC 740"), states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. Upon identification of a UTP, the Company would (1) record the UTP as a liability in accordance with ASC 740 and (2) adjust these liabilities if/when management’s judgment changes as a result of the evaluation of new information not previously available. Ultimate resolution of UTPs may produce a result that is materially different from a Company’s estimate of the potential liability. In accordance with ASC 740, the Company would reflect these differences as increases or decreases to income tax expense in the period in which new information is available. The Company’s accounting policy under ASC 740-10 is to include interest and penalties accrued on uncertain tax positions as a component of income tax expense in the event a material uncertain tax position is booked in the consolidated financial statements. The Company files income tax returns in the U.S. with Federal and State and local agencies, and in Puerto Rico. The Company, and its subsidiaries, are subject to U.S. Federal, state and local tax examinations for tax years starting in 2018. In addition, the Puerto Rico subsidiary group is subject to U.S. Federal, state and foreign tax examinations for tax years starting in 2017. 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. U.S. federal, state and local, as well as international tax laws and regulations are extremely complex and subject to varying interpretations. On March 27, 2020, the former President signed the Coronavirus Aid, Relief, and Economic Security (CARES) Act into law, which was extended under the Taxpayer Certainty and Disaster Relief Act of 2020, passed on December 27, 2020. Further, on March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 (ARPA). We are not aware of any provision in the CARES Act, ARPA or any other pending tax legislation that would have a material adverse impact on our financial performance. Tax Receivable Agreement Upon the completion of the Business Combination, Cano Health, Inc. became a party to the Tax Receivable Agreement ("TRA"). 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 Sponsor and to each other person from time to time that becomes a “Sponsor Party” under the Tax Receivable Agreement such Sponsor Party’s proportionate share of, an amount equal to such payments multiplied by a fraction with the numerator 0.15 and the denominator 0.85. 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 liability is determined and recorded under ASC 450, “ Contingencies ”, as a contingent liability; therefore, we are required to evaluate whether the liability is both probable and the amount can be estimated. Since the Tax Receivable Agreement liability is payable upon cash tax savings and we have determined that positive future taxable income is not probable based on Cano Health, Inc’s historical loss position and other factors that make it difficult to rely on forecasts, we have not recorded the Tax Receivable Agreement liability as of December 31, 2021. We will evaluate this on a quarterly basis which may result in an adjustment in the future. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NET INCOME (LOSS) PER SHAREThe following table sets forth the net loss for the years ended December 31, 2021, 2020 and 2019 and the computation of basic and diluted net income (loss) per common stock for the years ended December 31, 2021, 2020 and 2019: Years Ended December 31, (in thousands, except shares and per share data) 2021 2020 2019 Numerator: Net loss $ (116,737) $ (71,064) (19,780) Less: net loss attributable to non-controlling interests (98,717) — — Net loss attributable to Class A common stockholders (18,020) — — Dilutive effect of warrants on net income to Class A common stockholders (30,181) N/A N/A Dilutive effect of Class B common stock (86,334) N/A N/A Net loss attributable to Class A common stockholders - Diluted (134,535) N/A N/A Basic and Diluted Earnings Per Share denominator: Weighted average common stock outstanding - basic 170,507,194 N/A N/A Net loss per share - basic $ (0.11) N/A N/A Diluted Earnings Per Share: Dilutive effect of warrants on weighted average common stock outstanding 224,920 N/A N/A Dilutive effect of Class B common stock on weighted average common stock outstanding 304,965,111 N/A N/A Weighted average common stock outstanding - diluted 475,697,225 N/A N/A Net loss per share - diluted $ (0.28) N/A 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 consolidated financial statements. Therefore, the earnings per share information has not been presented for the years ended December 31, 2020 and 2019. The outstanding Company’s Class B common stock does not represent economic interests in the Company, and as such, is not included in the denominator of the net loss per share calculation. On August 11, 2021, the Company issued 2,720,966 shares of Class A common stock (the “escrowed shares”) to the escrow agent, on behalf of the seller, as part of the consideration in connection with an acquisition. The amount of shares was based on a $30.0 million purchase price divided by the average share price of the Company during the twenty consecutive trading days preceding the closing date of the transaction. The shares were deposited in escrow and will be released to the seller upon the satisfaction of certain performance metrics during 2022 and 2023. The final number of escrowed shares will be calculated by multiplying the initial share amount by an earned share percentage in accordance with the purchase agreement and subtracting any forfeited indemnity shares. The dilutive effects of these shares were excluded from the year ended December 31, 2021 because they were antidilutive. 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 the fair value of warrant liabilities. The Public Warrants and Private Placement Warrants were included in the year ended December 31, 2021 dilutive earnings per share calculation. RSUs, stock options, ESPP, Class B common stock and contingent shares 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: As of December 31, 2021 Class B common stock 297,385,981 Public Warrants 22,999,959 Private Placement Warrants 10,533,333 Restricted Stock Units 5,167,522 Stock Options 12,703,698 Contingent Shares Issued in Connection with Acquisitions 2,720,966 ESPP Shares 1,461,087 Potential Common Stock Equivalents 352,972,546 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATIONThe 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. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) As discussed more fully in Note 20 Restatement, the unaudited quarterly financial information previously presented has been restated. Further, due to the loss of our Emerging Growth Company ("EGC") status, the Company adopted ASC 842- Leases in the fourth quarter of 2021 using a January 1, 2021 effective date. As a result, our previously reported unaudited financial results have also been revised to reflect the effect of adoption. The restated and revised financial information by quarter for three months ended September 30, 2021, June 30, 2021, and March 31, 2021 is provided below (in thousands, except per share data): 2021 Third Quarter Adjustments Third Quarter Second Quarter Adjustments Second Quarter First Quarter Adjustments First Quarter Revenue $ 498,931 $ — $ 498,931 $ 343,581 $ — $ 343,581 $ 274,602 $ — $ 274,602 Operating expenses 532,523 791 533,314 398,145 250 398,395 279,377 197 279,574 Loss from operations (33,592) (791) (34,383) (54,564) (250) (54,814) (4,775) (197) (4,972) Total other income (expenses) (30,701) 6 (30,695) 16,252 2 16,254 (10,625) (9) (10,634) Net income (loss) before income tax (benefit) expense (64,293) (785) (65,078) (38,312) (248) (38,560) (15,400) (206) (15,606) Income tax (benefit) expense (547) — (547) 2,023 — 2,023 (714) — (714) Net loss $ (64,840) $ (785) $ (65,625) $ (36,289) $ (248) $ (36,537) $ (16,114) $ (206) $ (16,320) Net loss per share - basic $ (0.14) $ — $ (0.14) $ 0.03 $ — $ 0.03 N/A — N/A Net loss per share - diluted $ (0.14) $ — $ (0.14) $ (0.06) $ — $ (0.06) N/A — N/A |
Restatement (Unaudited)
Restatement (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement (Unaudited) | RESTATEMENT (UNAUDITED) We restated the unaudited quarterly financial information as of and for the three months ended March 31, 2021, as of and for the three and six months ended June 30, 2021, and as of and for the three and nine months ended September 30, 2021, to correct misstatements associated with the timing of the Company's revenue recognition for certain MRA variable consideration within Medicare Advantage contracts. 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 three months ended March 31, 2021, as of and for the three and six months ended June 30, 2021, and as of and for the three and nine months ended September 30, 2021. The previously reported amounts were derived from the Company's registration statement on Form S-1 filed with the SEC on August 12, 2021 (the "Form S-1") and the Quarterly Reports on Form 10-Q filed with the SEC on August 16, 2021 and November 10, 2021, respectively (the "Form 10-Qs"). These amounts are labeled as “As Previously Reported” in the table below. The amounts labeled “Adjustment” represent the effects of this Restatement. Effects of the Restatement - Quarterly Results (Unaudited) The tables below illustrate the impact of the restatement on the historical unaudited Condensed Consolidated Balance Sheets, the unaudited Condensed Consolidated Statements of Operations and the unaudited Condensed Consolidated Statements of Cash Flows for the interim quarters impacted, each as compared with the amounts presented in the Form S-1 and Form 10-Qs previously filed with the SEC. Additionally, as a direct consequence of the restatement, the Company recorded certain other adjustments that were considered immaterial during the restated quarterly periods. Adjustments 1 and 4 in the unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Operations represent the restatement adjustments. See all adjustments detailed in the table below. The following table sets forth the effects of the restatement on the affected line items within the Company’s previously reported Condensed Consolidated Balance Sheets as of September 30, 2021, June 30, 2021, and March 31, 2021 (dollars in thousands): September 30, 2021 June 30, 2021 March 31, 2021 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Assets Current assets: Cash, cash equivalents and restricted cash $ 208,913 $ — $ 208,913 $ 319,277 $ — $ 319,277 $ 6,602 $ — $ 6,602 Accounts receivable, net of unpaid service provider costs 1 223,644 (79,854) 143,790 131,831 (57,888) 73,943 88,007 (13,661) 74,346 Inventory 1,777 — 1,777 1,176 — 1,176 1,023 — 1,023 Prepaid expenses and other current assets 2 30,788 (25) 30,763 20,105 (704) 19,401 15,383 (1,483) 13,900 Total current assets 465,122 (79,879) 385,243 472,389 (58,592) 413,797 111,015 (15,144) 95,871 Property and equipment, net 64,156 — 64,156 46,358 — 46,358 40,247 — 40,247 Goodwill 3 765,511 (3,182) 762,329 546,312 (3,183) 543,129 235,127 — 235,127 Payor relationships, net 584,265 — 584,265 395,185 — 395,185 187,051 — 187,051 Other intangibles, net 256,327 — 256,327 194,315 — 194,315 35,778 — 35,778 Other assets 4,703 — 4,703 4,654 — 4,654 7,522 — 7,522 Total assets $ 2,140,084 $ (83,061) $ 2,057,023 $ 1,659,213 $ (61,775) $ 1,597,438 $ 616,740 $ (15,144) $ 601,596 Liabilities and stockholders' equity / members' capital Current liabilities: Current portion of notes payable $ 6,493 $ — $ 6,493 $ 5,488 $ — $ 5,488 $ 4,800 $ — $ 4,800 Current portion of equipment loans 513 — 513 324 — 324 319 — 319 Current portion of finance lease liabilities 1,006 — 1,006 978 — 978 973 — 973 Current portion of contingent consideration 8,406 — 8,406 12,347 — 12,347 3,046 — 3,046 Accounts payable and accrued expenses 4 76,654 (17,994) 58,660 46,465 (11,495) 34,970 39,870 (3,344) 36,526 Deferred revenue 1,815 — 1,815 1,313 — 1,313 1,313 — 1,313 Current portions due to sellers 5 24,687 — 24,687 22,020 (575) 21,445 34,798 (575) 34,223 Other current liabilities 6 20,000 12,704 32,704 3,734 4,653 8,387 1,951 2,335 4,286 Total current liabilities 139,574 (5,290) 134,284 92,669 $ (7,417) $ 85,252 87,070 $ (1,584) $ 85,486 _______________________________________ 1 Reflects a reduction to accounts receivable and capitated revenue as a result of the reduced MRA estimate. 2 Corrects insurance payments originally recorded as prepaid insurance but subsequently recorded in selling, general and administrative expense. 3 Reflect the correction of an error in the purchase price allocation for the University acquisition to reduce goodwill and other current liabilities. 4 Reflects reductions to accounts payable and accrued expenses and direct patient expense as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate. 5 Corrects accrual for compensation-related costs due to sellers of acquired businesses recorded in transaction costs and other. 6 Reflects a reclassification from accounts receivable, net of unpaid service provider costs for plans that are in a net deficit position to other current liabilities. Notes payable, net of current portion and debt issuance costs 916,111 — 916,111 525,830 — 525,830 456,102 — 456,102 Warrant liabilities 138,493 — 138,493 123,843 — 123,843 — — — Equipment loans, net of current portion 1,454 — 1,454 891 — 891 791 — 791 Long term portion of finance lease liabilities 1,559 — 1,559 1,667 — 1,667 1,871 — 1,871 Deferred rent 5,387 — 5,387 4,868 — 4,868 3,599 — 3,599 Deferred revenue, net of current portion 4,698 — 4,698 4,623 — 4,623 4,951 — 4,951 Due to sellers, net of current portion 170 — 170 — — — — — — Contingent consideration 38,300 — 38,300 — — — 2,412 — 2,412 Other liabilities 36,325 — 36,325 16,471 — 16,471 12,800 — 12,800 Total liabilities 1,282,071 (5,290) 1,276,781 770,862 (7,417) 763,445 569,596 (1,584) 568,012 Stockholders’ Equity / Members' Capital Shares of Class A common stock 17 — 17 17 — 17 — — — Shares of Class B common stock 31 — 31 31 — 31 — — — Members' capital — — — — — — 157,662 — 157,662 Additional paid-in capital 363,060 5,292 368,352 389,892 (33,653) 356,239 — — — Accumulated deficit (52,547) (26,876) (79,423) (37,640) (18,547) (56,187) (110,383) (13,560) (123,943) Notes receivable, related parties — — — (136) — (136) (135) — (135) Total Stockholders' Equity / Members’ Capital attributable to Class A common stockholders 310,561 (21,584) 288,977 352,164 (52,200) 299,964 47,144 (13,560) 33,584 Non-controlling interests 547,452 (56,187) 491,265 536,187 (2,158) 534,029 — — — Total Stockholders' Equity / Members’ Capital 858,013 (77,771) 780,242 888,351 (54,358) 833,993 47,144 (13,560) 33,584 Total Liabilities and Stockholders' Equity / Members’ Capital $ 2,140,084 $ (83,061) $ 2,057,023 $ 1,659,213 $ (61,775) $ 1,597,438 $ 616,740 $ (15,144) $ 601,596 The following tables set forth the effects of the restatement on the affected line items within the Company’s previously reported Condensed Consolidated Statements of Operations for the quarterly periods ended September 30, 2021, June 30, 2021, and March 31, 2021 (dollars in thousands): September 30, 2021 June 30, 2021 March 31, 2021 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Revenue: Capitated revenue 1 $ 501,780 $ (28,017) $ 473,763 $ 379,210 $ (49,726) $ 329,484 $ 267,051 $ (5,694) $ 261,357 Fee-for-service and other revenue 2 25,018 150 25,168 13,953 144 14,097 13,084 161 13,245 Total revenue 526,798 (27,867) 498,931 393,163 (49,582) 343,581 280,135 (5,533) 274,602 Operating expenses: Third-party medical costs 3 379,316 2,000 381,316 291,816 — 291,816 195,046 — 195,046 Direct patient expense 4 57,708 (7,340) 50,368 43,782 (8,175) 35,607 34,287 (50) 34,237 Selling, general and administrative expenses 5 75,926 692 76,618 46,574 585 47,159 34,848 161 35,009 Depreciation and amortization expense 16,955 — 16,955 7,945 — 7,945 5,846 — 5,846 Transaction costs and other 6 6,528 738 7,266 16,374 (756) 15,618 9,239 — 9,239 Total operating expenses 536,433 (3,910) 532,523 406,491 (8,346) 398,145 279,266 111 279,377 Income (loss) from operations (9,635) (23,957) (33,592) (13,328) (41,236) (54,564) 869 (5,644) $ (4,775) Other income and expense: Interest expense (16,023) — (16,023) (9,714) — (9,714) (10,626) — (10,626) Interest income 1 — 1 1 — 1 1 — 1 Loss on extinguishment of debt — — — (13,225) — (13,225) — — — Change in fair value of warrant liabilities (14,650) — (14,650) 39,215 — 39,215 — — — Other income (expense) (29) — (29) (25) — (25) — — — Total other income (expense) (30,701) — (30,701) 16,252 — 16,252 (10,625) — (10,625) _______________________________________ 1 Reflects a decrease to capitated revenue and accounts receivable as a result of the reduced MRA estimate. 2 Reflects a reclassification of sublease income to fee-for-service and other revenue from selling, general and administrative. 3 Reflects an increase to third-party medical costs and reduction of accounts receivable. 4 Reflects reductions to direct patient expense and accounts payable and accrued expenses as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate. 5 Corrects stock-based compensation expense with a corresponding increase in additional paid in capital and the reclassification of sublease income to fee-for-service and other revenue.. 6 Corrects a professional fee accrual offset by an accrual for certain other compensation-related costs due to sellers of acquired businesses. Net income (loss) before income tax expense (benefit) (40,336) (23,957) (64,293) 2,924 (41,236) (38,312) (9,756) (5,644) (15,400) Income tax expense (benefit) 547 — 547 (2,023) — (2,023) 714 — 714 Net income (loss) $ (40,883) $ (23,957) $ (64,840) $ 4,947 $ (41,236) $ (36,289) $ (10,470) $ (5,644) $ (16,114) Net loss attributable to non-controlling interests (26,246) (15,356) (41,602) (4,533) (36,311) (40,844) (10,470) (5,644) (16,114) Net income (loss) attributable to Class A common stockholders $ (14,637) $ (8,601) $ (23,238) $ 9,480 $ (4,925) $ 4,555 $ — $ — $ — Net income (loss) per share attributable to Class A common stockholders, basic $ (0.09) $ (0.14) $ 0.06 $ 0.03 N/A N/A Net loss per share attributable to Class A common stockholders, diluted $ (0.09) $ (0.14) $ (0.03) $ (0.06) N/A N/A Weighted-average shares used in computation of earnings per share: Basic 170,871,429 170,871,429 167,134,853 167,134,853 N/A N/A Diluted 170,871,429 477,255,983 168,884,315 168,884,315 N/A N/A The following tables set forth the effects of the Restatement on the affected line items within the Company’s previously reported unaudited Condensed Consolidated Statements of Operations for the year-to-date periods ended September 30, 2021 and June 30, 2021 (dollars in thousands): Nine Months Ended September 30, 2021 Six Months Ended June 30, 2021 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Revenue: Capitated revenue 1 $ 1,148,041 $ (83,437) $ 1,064,604 $ 646,261 $ (55,420) $ 590,841 Fee-for-service and other revenue 2 52,055 $ 455 $ 52,510 27,037 $ 305 $ 27,342 Total revenue 1,200,096 $ (82,982) $ 1,117,114 673,298 $ (55,115) $ 618,183 Operating expenses: Third-party medical costs 3 866,177 2,000 868,177 486,862 — 486,862 Direct patient expense 4 135,777 (15,565) 120,212 78,069 (8,225) 69,844 Selling, general and administrative expenses 5 157,348 1,438 158,786 81,422 746 82,168 Depreciation and amortization expense 30,746 — 30,746 13,791 — 13,791 Transaction costs and other 6 32,140 (18) 32,122 25,613 (756) 24,857 Total operating expenses 1,222,188 (12,145) 1,210,043 685,757 (8,235) 677,522 Income (loss) from operations (22,092) $ (70,837) $ (92,929) (12,459) $ (46,880) $ (59,339) Other income and expense: Interest expense (36,363) — (36,363) (20,340) — (20,340) Interest income 4 — 4 2 — 2 Loss on extinguishment of debt (13,225) — (13,225) (13,225) — (13,225) Change in fair value of warrant liabilities 24,565 — 24,565 39,215 — 39,215 Other income (expense) (54) — (54) (25) — (25) Total other income (expense) (25,073) $ — $ (25,073) 5,627 $ — $ 5,627 Net loss before income tax expense (benefit) (47,165) $ (70,837) $ (118,002) (6,832) $ (46,880) $ (53,712) Income tax benefit (762) $ — $ (762) (1,309) $ — $ (1,309) Net loss $ (46,403) $ (70,837) $ (117,240) $ (5,523) $ (46,880) $ (52,403) Net loss attributable to non-controlling interests (41,283) $ (57,276) $ (98,559) (15,003) $ (41,955) $ (56,958) Net income (loss) attributable to Class A common stockholders $ (5,120) $ (13,561) $ (18,681) $ 9,480 $ (4,925) $ 4,555 Net income (loss) per share attributable to Class A common stockholders, basic $ (0.03) $ (0.11) $ 0.06 $ 0.03 Net loss per share attributable to Class A common stockholders, diluted $ (0.08) $ (0.16) $ (0.03) $ (0.06) Weighted-average shares used in computation of earnings per share: Basic 168,100,210 168,100,210 166,691,634 166,691,634 Diluted 169,312,258 169,312,258 167,571,198 167,571,198 _______________________________________ 1 Reflects a decrease to capitated revenue and accounts receivable as a result of the reduced MRA estimate. 2 Reflects a reclassification of sublease income to fee-for-service and other revenue from selling, general and administrative. 3 Reflects an increase to third-party medical costs and a reduction of accounts receivable. 4 Reflects reductions to direct patient expense and accounts payable and accrued expenses as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate. 5 Corrects stock-based compensation expense with a corresponding increase in additional paid in capital and the reclassification of sublease income to fee-for-service and other revenue.. 6 Corrects a professional fee accrual offset by an accrual for certain other compensation-related costs due to sellers of acquired businesses. The following tables set forth the effects of the Restatement on the affected line items within the Company’s previously reported unaudited Condensed Consolidated Statements of Cash Flows for the year-to-date periods ended September 30, 2021, June 30, 2021 and March 31, 2021 (dollars in thousands): Nine Months Ended September 30, 2021 Six Months Ended June 30, 2021 Three Months Ended March 31, 2021 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) 1 $ (46,403) $ (70,837) $ (117,240) $ (5,523) $ (46,880) $ (52,403) $ (10,470) $ (5,644) $ (16,114) Equity-based compensation 2 12,148 983 13,131 3,239 441 3,680 71 — 71 Accounts receivable, net 3 (95,991) 70,497 (25,494) (54,973) 48,532 (6,441) (11,233) 4,304 (6,929) Prepaid expenses and other current assets 4 (27,358) 24 (27,334) (16,790) 703 (16,087) (8,024) 1,487 (6,537) Accounts payable and accrued expenses 5 56,626 (16,006) 40,620 23,407 (8,981) 14,426 6,025 (52) 5,973 Interest accrued due to seller 7 — 1,208 1,208 — 957 957 — 536 536 Other liabilities 6 (9,376) 12,336 2,960 1,681 3,708 5,389 (1,982) 1,390 (592) Net cash used in operating activities (91,498) (1,795) (93,293) (56,580) (1,520) (58,100) (16,707) 2,021 (14,688) CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of subsidiaries including non-compete intangibles, net of cash acquired 8 (1,068,661) 3,182 (1,065,479) (617,576) 3,182 (614,394) (898) — (898) Net cash used in investing activities (1,116,030) 3,182 (1,112,848) (649,269) 3,182 (646,087) (9,699) — (9,699) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from insurance financing arrangements 9 4,401 (2,699) 1,702 4,355 (2,653) 1,702 4,356 (2,654) 1,702 Payments of principal on insurance financing arrangements 9 (3,939) 2,520 (1,419) (2,941) 1,948 (993) (1,736) 1,169 (567) Interest accrued due to seller 7 1,208 (1,208) — 957 (957) — 536 (536) — Net cash used in / provided by financing activities 1,382,634 (1,387) 1,381,247 991,319 (1,662) 989,657 (799) (2,021) (2,818) Net increase (decrease) in cash, cash equivalents and restricted cash 175,106 — 175,106 285,470 — 285,470 (27,205) — (27,205) Cash, cash equivalents and restricted cash at beginning of year 33,807 33,807 33,807 33,807 33,807 33,807 Cash, cash equivalents and restricted cash at end of period $ 208,913 $ 208,913 $ 319,277 $ 319,277 $ 6,602 $ 6,602 ____________________________________ 1 Reflects the cumulative impact on net loss of the adjustments detailed within the statement of operations. 2 Corrects stock-based compensation expense. 3 Reflects changes to accounts receivable as a result of the reduced MRA estimate. 4 Corrects insurance payments originally recorded as prepaid insurance. 5 Reflects changes to accounts payable and accrued expenses as a result of the change in estimated provider payments corresponding to the reduced MRA estimate. 6 Reflects a reclassification from accounts receivable, net of unpaid service provider costs for plans that are in a net deficit position. 7 To reclass interest accrued due to sellers from financing activities to operating activities. 8 Reflect the correction of an error in the purchase price allocation for the University acquisition. 9 To reflect adjustment to financed insurance. |
Revision
Revision | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision | REVISION Revision to December 31, 2020 and December 31, 2019 Financial Information In addition to the restatement discussed above, the Company revised the previously issued 2020 and 2019 audited consolidated financial statements within this note because correcting the accumulated errors in 2021 could have resulted in a material misstatement of the 2021 financial statements. The following table sets forth the effects of the revision on the affected line items within the Company’s previously reported Consolidated Balance Sheet as of December 30, 2020 (dollars in thousands): December 31, 2020 As Previously Reported Adjustments As Revised Assets Current assets: Cash, cash equivalents and restricted cash $ 33,807 $ — $ 33,807 Accounts receivable, net of unpaid service provider costs 1 76,709 (9,356) 67,353 Inventory 922 — 922 Prepaid expenses and other current assets 8,937 — 8,937 Total current assets 120,375 (9,356) 111,019 Property and equipment, net 38,126 — 38,126 Goodwill 234,328 — 234,328 Payor relationships, net 189,570 — 189,570 Other intangibles, net 36,785 — 36,785 Other assets 4,362 — 4,362 Total assets $ 623,546 $ (9,356) $ 614,190 Liabilities and stockholders' equity / members' capital Current liabilities: Current portion of notes payable $ 4,800 $ — $ 4,800 Current portion of equipment loans 314 — 314 Current portion of finance lease liabilities 876 — 876 Current portion of contingent consideration — — — Accounts payable and accrued expenses 2 33,180 (1,810) 31,370 Deferred revenue 988 — 988 ______________________________________ 1 Reflects a reduction to accounts receivable and capitated revenue as a result of the reduced MRA estimate. 2 Reflects reductions to accounts payable and accrued expenses and direct patient costs as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate. Current portions due to sellers 3 27,129 (575) 26,554 Current portion of operating lease liabilities — — — Other current liabilities 4 1,333 945 2,278 Total current liabilities 68,620 (1,440) 67,180 Notes payable, net of current portion and debt issuance costs 456,745 — 456,745 Equipment loans, net of current portion 873 — 873 Long term portion of finance lease liabilities 1,580 — 1,580 Deferred revenue, net of current portion 4,277 — 4,277 Due to sellers, net of current portion 13,976 — 13,976 Contingent consideration 5,172 — 5,172 Other liabilities 11,651 — 14,762 Total liabilities 566,005 (1,440) 564,565 Stockholders’ Equity / Members' Capital Members' capital 157,591 — 157,591 Accumulated deficit (99,916) (7,916) (107,832) Notes receivable, related parties (134) — (134) Total member's capital 57,541 (7,916) 49,625 Total liabilities and members’ Capital $ 623,546 $ (9,356) $ 614,190 ______________________________________ 3 Corrects the accrual for compensation-related costs due to sellers of acquired businesses recorded in transaction costs and other. 4 Reflects a reclassification from accounts receivable, net of unpaid service provider costs for plans that are in a net deficit position to other current liabilities. The following table sets forth the effects of the revision on the affected line items within the Company’s previously reported Consolidated Statements of Operations for the year ended December 30, 2020 and December 31, 2019 (dollars in thousands): December 31, 2020 December 31, 2019 As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Revenue: Capitated revenue 1 $ 794,164 $ 2,209 $ 796,373 $ 343,903 $ (3,002) $ 340,901 Fee-for-service and other revenue 35,203 — 35,203 20,483 20,483 Total revenue 829,367 2,209 831,576 364,386 (3,002) 361,384 Operating expenses: Third-party medical costs 564,987 — 564,987 241,089 1,483 242,572 Direct patient expense 2 102,284 (926) 101,358 43,020 (920) 42,100 Selling, general and administrative expenses 103,962 — 103,962 59,148 59,148 Depreciation and amortization expense 18,499 — 18,499 6,822 6,822 Transaction costs and other 3 43,520 (575) 42,945 17,583 17,583 Change in fair value of contingent consideration 65 — 65 2,845 2,845 Total operating expenses 833,317 (1,501) 831,816 370,507 563 371,070 Income (loss) from operations (3,950) 3,710 (240) (6,121) (3,565) (9,686) Other income and expense: Interest expense (34,002) — (34,002) (10,163) — (10,163) Interest income 320 — 320 319 — 319 Loss on extinguishment of debt (23,277) — (23,277) — — — Change in fair value of embedded derivative (12,764) — (12,764) — — — Change in fair value of warrant liabilities — — — — — — Other income (expense) (450) — (450) (250) — (250) Total other income (expense) (70,173) — (70,173) (10,094) — (10,094) Net loss before income tax benefit (expense) (74,123) 3,710 (70,413) (16,215) (3,565) (19,780) Income tax expense (benefit) 651 — 651 — — — Net income (loss) $ (74,774) $ 3,710 $ (71,064) $ (16,215) $ (3,565) $ (19,780) ____________________________________ 1 Reflects a decrease to capitated revenue and accounts receivable as a result of the reduced MRA. 2 Reflects reductions to direct patient expense and accounts payable and accrued expenses as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate. 3 Corrects compensation-related costs due to sellers of acquired businesses with a corresponding increase in additional paid in capital. The following table sets forth the effects of the revision on the affected line items within the Company’s previously reported Consolidated Statements of Cash Flows for the years ended December 30, 2020 and December 31, 2019 (dollars in thousands): 2020 2019 As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised CASH FLOWS FROM OPERATING ACTIVITIES Net loss 1 $ (74,774) $ 3,710 $ (71,064) $ (16,215) $ (3,565) $ (19,780) Equity-based compensation 528 — 528 182 — 182 Accounts receivable, net 2 (27,500) (2,809) (30,309) (21,779) 4,139 (17,640) Prepaid expenses and other current assets (5,152) — (5,152) (2,086) — (2,086) Accounts payable and accrued expenses 3 28,250 (925) 27,325 11,250 (920) 10,330 Other liabilities 4 2,486 24 2,510 2,279 346 2,625 Net cash used in operating activities (9,235) — (9,235) (15,465) — (15,465) CASH FLOWS FROM INVESTING ACTIVITIES Net cash used in investing activities (268,366) — (268,366) (90,784) (90,784) CASH FLOWS FROM FINANCING ACTIVITIES Net cash provided by financing activities 282,216 — 282,216 132,038 — 132,038 Net increase (decrease) in cash, cash equivalents and restricted cash 4,615 4,615 25,789 25,789 Cash, cash equivalents and restricted cash at beginning of year 29,192 29,192 3,403 3,403 Cash, cash equivalents and restricted cash at end of period $ 33,807 $ 33,807 $ 29,192 $ 29,192 ____________________________________ 1 Reflects the cumulative impact on net loss of the adjustments detailed within the statement of operations. 2 Reflects changes to accounts receivable as a result of the reduced MRA estimate. 3 Reflects changes to accounts payable and accrued expenses as a result of the change in estimated provider payments corresponding to the reduced MRA estimate. 4 Reflects a reclassification from accounts receivable, net of unpaid service provider costs for plans that are in a net deficit position and corrects accrual for compensation-related costs due to sellers of acquired businesses. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTSThe Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). 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" ("ASC 805"), as the Company’s former owner retained control after the Business Combination. Refer to Note 1, " Nature of Business" , for details surrounding the Business Combination. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the Company issuing stock for the net assets of Jaws, accompanied by a recapitalization. The net assets of Jaws were stated at historical cost, with no goodwill or other intangible assets recorded. |
Warrant Liabilities | Warrant Liabilities The Company assumed 23.0 million public warrants ("Public Warrants") and 10.53 million private placement warrants ("Private Placement Warrants") upon the consummation of the Business Combination. The Company may issue or assume common stock warrants that are recorded as either liabilities or equity in accordance with the respective accounting guidance. The warrants, which are recorded as liabilities, are recorded at their fair value within warrant liabilities on the consolidated balance sheets, and remeasured on each reporting date with changes in fair value of warrant liabilities recorded in revaluation of warrant liabilities on the Company’s consolidated statements of operations. 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 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) shall not be redeemable by the Company when the Class A ordinary shares equal or exceed $18.00, and (iii) shall only be redeemable by the Company when the Class A ordinary shares are less than $18.00 p er 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 |
Revenue Recognition | Revenue Recognition 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). Management reviews contracts at inception 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 i ts capitated fees for medical services provided under capitated arrangements, fee-for-service arrangements, and revenue from the sale of pharmaceutical drugs. Capitated revenue is derived from fees for medical services provided by the Company under capitated arrangements with health maintenance organizations’ (“HMOs”) health plans and revenue is recorded as a stand-ready obligation over time. Capitated revenue consists of revenue earned through Medicare as well as through commercial and other non-Medicare governmental programs, such as Medicaid, which is captured as other capitated revenue. The Company is required to deliver primary care physician services to the enrolled member population and is responsible for medical expenses related to healthcare services required by that patient group, including services not provided by the Company . Since the Company controls the primary care physician services provided to enrolled members, the Company acts as a principal. T he gross fees under these contracts are reported as revenue and the cost of provider care is included in third-party medical costs. The Company reconciles with health plans and collects plan surpluses every 30 to 120 days depending on the plan. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which they operate does not require such registration for risk-bearing providers. The Company groups contractual terms into one portfolio because these arrangements are similar. The Company identifies a single performance obligation to stand-ready to provide healthcare services to enrolled members. Capitated revenue is recognized in the month in which the Company is obligated to provide medical care services. The transaction price for the Medicare Advantage and Medicare Direct Contracting services provided (and other programs including Accountability Care Organizations) depends upon the pricing established by the Centers for Medicare & Medicaid (“CMS”) and includes rates that are based on the cost of medical care within a local market and the average utilization of healthcare services by the members enrolled. The transaction price is variable since the rates are risk adjusted based on health status (acuity) of members and demographic characteristics of the enrolled members. MRA revenues are estimated using the "most likely amount" methodology. The amount of variable consideration recorded in the transaction price is limited to an amount that the Company believes will not result in a significant reversal of revenue based on historical results. The risk adjustment to the transaction price is presented as the Medicare Risk Adjustment (“MRA”) within accounts receivable on the accompanying consolidated balance sheets. The fees are paid on an interim basis based on submitted enrolled member data for the previous year and are adjusted in subsequent periods after the final data is compiled by CMS. Revenue is not recorded until the price can be estimated by the Company and to the extent that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved. In 2020, the Company entered into multi-year agreements with Humana, Inc. (“Humana”), a managed care organization, agreeing that Humana will be the exclusive health plan for Medicare Advantage products in certain centers in San Antonio and Las Vegas but allowing services to non-Humana members covered by original Medicare, Medicaid, and commercial health plans in those 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 basis if the Company ceases to provide services at the centers within the specified contract term. The Company identified one performance obligation per center to stand-ready to provide care coordination services to patients and will recognize revenue ratably over the contract term. Care coordination revenue is included in other revenue along with other ancillary healthcare revenues. Fee-for-service revenue is generated from primary care services provided in the Company’s medical centers. During an office visit, a patient may receive a number of medical services from a healthcare provider. These healthcare services are not separately identifiable and are combined into a single performance obligation. The Company recognizes fee-for-service revenue at the net realizable amount at the time the patient is seen by a provider, and the Company’s performance obligation to the patient is complete. Pharmacy revenue is generated from the sales of prescription medication to patients. Pharmacy contracts contain a single performance obligation. The Company satisfies its performance obligation and recognizes revenue at the time the patient takes possession of the medical supply. Other revenue includes revenue from certain third parties which include ancillary fees earned under contracts with certain care organizations for the provision of care coordination services . |
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, net of rebates, 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 VendorThe Company’s primary provider of pharmaceutical drugs and pharmacy supplies accounted for approximately 86%, 100%, and 100% of the Company’s pharmaceutical drugs and supplies expense for the years ended December 31, 2021, 2020, and 2019, respectively. |
Concentration of Risk | Concentration of Risk Contracts with three of the HMOs accounted for the following amounts: As of and for the years ended December 31, 2021 2020 2019 Revenues 59.9% 69.9% 60.0% Accounts receivable 43.3% 47.9% 48.8% |
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 year end December 31, 2021 and December 31, 2020, two health plans required the Company to maintain restricted cash balances for an aggregate amount of $3.5 |
Inventory | Inventory Inventory consists entirely of pharmaceutical drugs and is valued at the lower of cost (under the first-in, first-out method) or net realizable value. |
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 based on credit losses expected over the contractual term. Accounts receivable are written off when they are deemed uncollectible. As of December 31, 2021 and December 31, 2020, the Company believes no allowance is necessary. The ultimate collectability of accounts receivable may differ from amounts estimated. The period between the time when the service is performed by the Company and the fees are received is usually one year or less and therefore, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust accounts receivable for the effect of a significant financing component. Accounts receivable include MRA receivables which are accrued and estimated based on the health status (acuity) and demographic characteristics of members. These estimates are continually evaluated and adjusted by management based upon our historical experience and other factors, including regular independent assessments by a nationally recognized actuarial firm. Amounts are only included as MRA receivables to the extent it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Accounts receivable included MRA receivables in the amount of $21.1 million and $7.8 million as of December 31, 2021 and December 31, 2020, respectively. |
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 consolidated statements of operation in the period they become known. The Company believes the amounts accrued to cover claims incurred and unpaid as of December 31, 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. |
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 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 expenses and other current assets on the accompanying consolidated balance sheets. As of December 31, 2021 and December 31, 2020, the Company recorded capitalized deferred issuance cost balances of $23.3 million and $24.9 million, respectively, in the accompanying consolidated balance sheets, as described in Note 9, “ Long-Term Debt ”. Of the balance as of December 31, 2021 , $22.7 million was included in the caption notes payable, net of current portion and debt issuance costs, $0.1 million in prepaid expenses and other current assets, and $0.5 million in other assets on the accompanying consolidated balance sheets. Of the balance as of December 31, 2020, $18.5 million was included in the caption notes payable, net of current portion and debt issuance costs, $5.8 million in prepaid expenses and other current assets, and $0.6 million in other assets on the accompanying consolidated balance sheets. As described in Note 9, “Long-Term Debt”, Term Loan 3 (as defined below) was partially repaid by the Company on June 3, 2021. 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. For the years ended December 31, 2021 and December 31, 2020, the Company recorded a loss on extinguishment of debt of $13.1 million and $23.2 million, respectively, which related to unamortized debt issuance costs. The Company recorded $4.9 million of amortization of deferred financing costs for the year ended December 31, 2021 . The Company recorded $6.7 million of amortization of deferred financing costs for the year ended December 31, 2020. Amortization expense is reflected under the caption interest expense in the accompanying 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, value, or productive capacity. Depreciation and amortization are computed using the straight-line method over the life of the assets, ranging from three |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe 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. |
Business Acquisitions | Business Acquisitions The Company accounts for acquired businesses using the acquisition method of accounting. All assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of fair value involves estimates and the use of valuation techniques when market value is not readily available. The Company uses various techniques to determine fair value in accordance with accepted valuation models, primarily the income approach. The significant assumptions used in developing fair values include, but are not limited to, EBITDA growth rates, revenue growth rates, the amount and timing of future cash flows, discount rates, useful lives, royalty rates and future tax rates. The excess of purchase price over the fair value of assets and liabilities acquired is recorded as goodwill. Refer to Note 3, "Business Acquisitions," for a discussion of the Company's recent acquisitions. |
Goodwill | GoodwillGoodwill 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 each year or more frequently if events or circumstances dictate. Goodwill is evaluated for impairment at the reporting unit level. The Company has identified one reporting unit for the annual goodwill impairment testing. 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 pandemic on its business and the overall economy and resulting impact on its goodwill. |
Intangibles, Net | Intangibles, Net The Company’s intangibles consist of trade names, brand, non-compete, and customer, payor, and provider relationships. The Company amortizes its intangibles using the straight-line method over the estimated useful lives of the intangible, which ran ges from one ible assets are reviewed for impairment in conjunction with long-lived assets. |
Leases | Leases In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We adopted the standard in 2021 upon losing EGC status. Under the new standard, the Company evaluates whether a contract is or contains a lease at the inception of the contract. Upon lease commencement, which is defined as the date on which a lessor makes the underlying asset available to the Company for use, the Company classifies the lease as either an operating or finance lease. The Company’s leases primarily consist of operating leases for office space and operating medical centers in certain states in which we operate. The Company also has finance leases for vehicles and medical equipment. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are measured at the present value of the remaining, fixed lease payments at lease commencement. The Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at the later of adoption, inception, or modification in determining the present value of lease payments. Right-of-use assets are measured at an amount equal to the initial lease liability, plus any prepaid lease payments (less any incentives received) and initial direct costs, at the lease commencement date. Lease expense for operating leases is recognized on a straight-line basis over the lease term in selling, general and administrative expense on the consolidated statements of operations. Variable lease costs are recognized in the period in which the obligation for those costs is incurred. Lease expense for finance leases is recognized in interest expense for the interest portion and the amortization of the ROU asset is recognized in depreciation and amortization expense on the consolidated statement of operations. Under the package of practical expedients that the Company elected, as lessee, the Company did not have to (i) re-assess whether expired or existing contracts contain leases, (ii) re-assess the classification of expired or existing leases, (iii) re-evaluate initial direct costs for existing leases or (iv) separate lease components of certain contracts from non-lease components and did not have to (v) utilize the full term of the lease when selecting the IBR, but rather will use the remaining term on the transition date. The renewal options are not included in the measurement of the right of use assets and lease liabilities as the Company is not reasonably certain it will exercise the optional renewal periods. |
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 malpra ctice 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 could materially affect the Company’s future consolidated financial position, results of operations, and cash flows. As of December 31, 2021 and December 31, 2020, the Company has recorded claims liabilities of $ 0.3 million and $0.1 million, respectively, in other liabilities. Insurance recoverables were immaterial as of December 31, 2021 and December 31, 2020, and are recorded in other assets on the accompanying consolidated balance sheets. |
Advertising and Marketing Costs | Advertising and Marketing Costs A dvertising and marketing costs are expensed as incurred. Advertising and marketing costs expensed totaled approximately $19.4 million, $8.7 million and $4.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. Advertising and marketing costs are included in the caption selling, general, and administrative expenses in the accompanying consolidated statements of operations. |
Management Estimates and COVID-19 | Management Estimates The preparation of the 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. COVID-19 On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. The rapid spread of COVID-19 around the world led to the shutdown of cities as national, state, and local authorities implemented social distancing, quarantine and self-isolation measures. While the restrictions have been eased across the United States, some restrictions remain in place. The full extent to which the COVID-19 pandemic has and will directly or indirectly impact the Company, future results of operations and financial condition will depend on future factors that are uncertain and cannot be accurately predicted. These factors include, but are not limited to, new information that may emerge concerning COVID-19, including the impact of new variants of the virus, the scope and duration of business closures and restrictions, government-imposed or recommended suspensions of elective procedures, and expenses required for supplies and personal protective equipment. Due to these and other uncertainties, management cannot estimate the length or severity of the impact of the pandemic on the Company. Additionally, |
Stock-Based Compensation | Stock-Based Compensation ASC 718, " Compensation—Stock Compensation " requires the measurement of the cost of the employee services received in exchange for an award of equity instruments based on the grant-date fair value or, in certain circumstances, the calculated value of the award. For the restricted stock units ("RSUs"), the fair value is estimated using the Company's closing stock price and for the market condition stock options, the fair value is estimated using a Monte Carlo simulation. The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling, general and administrative expenses” in the accompanying consolidated statements of operations. All equity-based compensation is required to be measured at fair value on the grant date, is expensed over the requisite service, generally over a four-year period for RSUs and over the derived vesting period for market-condition stock options, and forfeitures are accounted for as they occur. Refer to Note 14, Stock-Based Compensation, for additional discussion regarding details of the Company’s Stock-based compensation plans. |
Income Taxes | Income Taxes The acquisition of PCIH was implemented through an Up-C structure. Prior to the closing of the Business Combination, Jaws was reincorporated in the State of Delaware and became a U.S. domestic corporation named Cano Health, Inc. Merger Sub, a wholly owned subsidiary of Jaws, merged with and into PCIH, with PCIH as the surviving company in the merger. As of December 31, 2021, the Seller, the former sole owner and managing member of PCIH, held approximately 62.3% of voting rights in Cano Health, Inc. and 62.3% of economic rights in PCIH, while other investors, including the former stockholders of Jaws and PIPE Investors held approximately 37.7% of economic and voting rights in Cano Health, Inc. and 37.7% of economic and 100.0% of managing rights in PCIH. Subsequent to the closing of the Business Combination, income attributable to Cano Health, Inc. is taxed under Subchapter C while PCIH will continue to be treated as a partnership for tax purposes. 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 16, “ Income Taxes ”, for further details. 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 consolidated statements of operations. |
Other Current Liabilities | Other Current Liabilities Other current liabilities consists of liabilities of the Company that are due within one year. As of December 31, 2021 other current liabilities included $10.5 million related to employee contributions to the Employee Stock Purchase Program ("ESPP") and $10.3 million related to reconciliation payments to due to sellers of acquired businesses. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. Such reclassifications impacted the classification of: accounts receivable, net; prepaid expenses and other current assets; property, plant and equipment, net; other assets; accounts payable and accrued expenses; current portion of operating lease liabilities; other current liabilities and change in fair value of contingent consideration. These reclassifications had no effect on the reported results of operations and do not relate to the restatement detailed in Note 20. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adoption of New Accounting Standards In February 2016, the FASB established Topic 842, “ Leases ” , by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, “ Land Easement Practical Expedient for Transition to Topic 842 ”, ASU No. 2018-10, “ Codification Improvements to Topic 842, Leases ” , ASU No. 2018-11, “ Targeted Improvements ”, ASU No. 2018-20, “ Leases (Topic 842): Narrow-Scope Improvements for Lessors ” , ASU No. 2021-05, “ Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments ” , and ASU No. 2020-05, “ Leases (Topic 842): Effective Dates for Certain Entities ” (collectively referred to as “ASC 842”). ASC 842 establishes a right of use (“ROU”) model that 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 are 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 adopted ASC 842 on January 1, 2021 and it resulted in the recognition of additional ROU assets and lease liabilities for operating leases of $47.2 million and $49.4 million. Prior periods were not restated. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which was subsequently amended by ASU No. 2020-03, “ Codification Improvements to Financial Instruments ” (collectively referred to as “ASC 326”). which is intended to improve financial reporting by requiring earlier recognition of credit losses on certain financial assets. The standard replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. The standard has been further refined through subsequent releases by the FASB, including the extension of the effective date. The Company adopted ASC 326 on January 1, 2021 with no material impact to the consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), “ Simplifying the Accounting for Income Taxes. ” This new standard simplifies various aspects related to the accounting for income taxes. The standard removes certain exceptions to the general principles in Topic 740 and also clarifies and modifies existing guidance to improve consistent application of Topic 740. The Company adopted this standard effective January 1, 2021 with no material impact to its consolidated financial statements. Accounting Standards Issued But Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The guidance provides optional expedients and exceptions related to certain contract modifications and hedging relationships that reference the London Interbank Offered Rate ("LIBOR") or another rate that is expected to be discontinued. The guidance was effective upon issuance and generally can be applied to applicable contract modifications and hedge relationships prospectively through December 31, 2022. The Company plans to adopt the standard in 2022 and is currently evaluating this guidance to determine the impact on its disclosures. In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." The ASU improves comparability after business combinations |
Nature of Business and Operat_2
Nature of Business and Operations (Tables) - Jaws Acquisition Corp | 12 Months Ended |
Dec. 31, 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 consolidated statements of cash flows and the consolidated statements of changes in equity for the year ended December 31, 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 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 |
Summary of the Reconcile Number of Shares of Common Stock Issued Through Business Combination | The number of shares of common stock issued immediately following the consummation of the Business Combination is as follows: Class A common stock Class B common stock Common stock outstanding prior to Business Combination 69,000,000 — Less: redemption of Jaws shares (6,509) — Ordinary shares of Jaws 68,993,491 — Jaws Sponsor Shares 17,250,000 — Shares issued in PIPE financing 80,000,000 — Business Combination and PIPE financing shares 166,243,491 — Shares to PCIH shareholders — 306,843,662 Total shares of common stock outstanding immediately after the Business Combination 166,243,491 306,843,662 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Revenue | The Company’s revenue from its revenue streams described in the preceding paragraphs for the years ended December 31, 2021, 2020 and 2019 was as follows: 2021 2020 2019 (in thousands) Revenue $ Revenue % Revenue $ Revenue % Revenue $ Revenue % Capitated revenue Medicare $ 1,334,308 82.9 % $ 672,588 80.9 % $ 279,788 77.4 % Other capitated revenue 194,812 12.1 % 123,785 14.9 % 61,113 16.9 % Total capitated revenue 1,529,120 95.0 % 796,373 95.8 % 340,901 94.3 % Fee-for-service and other revenue Fee-for-service 25,383 1.6 % 9,504 1.1 % 5,769 1.6 % Pharmacy 36,306 2.3 % 23,079 2.8 % 12,897 3.6 % Other 18,560 1.1 % 2,620 0.3 % 1,817 0.5 % Total fee-for-service and other revenue 80,249 5.0 % 35,203 4.2 % 20,483 5.7 % Total revenue $ 1,609,369 100.0 % $ 831,576 100.0 % $ 361,384 100.0 % |
Schedules of Concentration of Risk | Contracts with three of the HMOs accounted for the following amounts: As of and for the years ended December 31, 2021 2020 2019 Revenues 59.9% 69.9% 60.0% Accounts receivable 43.3% 47.9% 48.8% |
Summary of Account Receivable Balance | Accounts receivable balances are summarized below: As of, (in thousands) December 31, 2021 December 31, 2020 Accounts receivable $ 227,889 $ 112,799 Medicare risk adjustment 21,072 7,842 Unpaid service provider costs (115,528) (53,288) Accounts receivable, net $ 133,433 $ 67,353 |
Summary of Activity in Unpaid Service Provider Cost For The Period | Activity in unpaid service provider costs for the years ended December 31, 2021 and 2020 is summarized below: (in thousands) 2021 2020 Balance as of January 1, $ 54,524 $ 19,968 Incurred related to: Current year 861,226 380,194 Prior years 5,494 752 866,720 380,946 Paid related to: Current year 732,117 325,670 Prior years 60,018 20,720 792,135 346,390 Balance as of December 31, $ 129,109 $ 54,524 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
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 $ 6,641 Property and equipment, net 1,283 Other assets 142 Favorable leasehold interest 110 Non-compete intangibles 1,700 Trade name 25,500 Payor relationships 115,100 Goodwill 151,188 Accounts payable and accrued expenses (1,001) Total purchase price, including non-compete intangibles $ 300,663 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 intangibles 45,191 Other acquired intangibles 113,237 Other assets 116 Goodwill 270,245 Accounts payable and accrued expenses (140) Total purchase price, including non-compete intangibles $ 607,938 The following table provides the allocation of the purchase price: (in thousands) Property and equipment $ 2,409 Non-compete intangibles 1,022 Acquired intangibles 117,014 Goodwill 74,852 Other assets 87 Total purchase price, including non-compete intangibles $ 195,384 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 intangibles 846 Acquired intangibles 43,549 Goodwill 13,738 Accounts payable (274) Total purchase price, including non-compete intangibles $ 60,209 The following table provides the allocation of the purchase price: (in thousands) Accounts receivable $ 321 Property and equipment 942 Non-compete intangibles 270 Acquired intangibles 40,400 Goodwill 68,019 Other assets 60 Total Purchase Price $ 110,012 |
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 years ended December 31, 2021, 2020 and 2019, including amounts related to acquisitions not disclosed above, was as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Assets acquired Accounts receivable $ 50,979 $ 486 $ 321 Other assets 2,108 433 632 Property and equipment 3,582 4,011 1,220 Goodwill 535,318 92,289 77,971 Intangibles 637,766 162,542 52,212 Total assets acquired 1,229,753 259,761 132,356 Liabilities Assumed Amounts due to seller 49,195 16,288 39,751 Other liabilities 45,782 1,548 — Total liabilities assumed 94,977 17,836 39,751 Net Assets Acquired 1,134,776 241,925 92,605 Issuance of equity in connection with acquisitions 64,469 34,300 9,250 Acquisitions of subsidiaries, including non-compete intangibles, net of cash acquired $ 1,070,307 $ 207,625 $ 83,355 |
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: Years Ended December 31, (in thousands) 2021 2020 Revenue $ 1,763,820 $ 1,241,294 Net loss $ (123,926) $ (55,341) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and December 31, 2020 (in thousands): Assets Classification Useful Life 2021 2020 Leasehold improvements Lesser of lease term or 15 years $ 46,283 $ 25,021 Medical equipment 3-12 years 16,133 8,288 Vehicles 3-5 years 7,403 4,900 Computer equipment 5 years 7,068 4,475 Furniture and fixtures 3-7 years 4,039 2,390 Construction in progress 24,817 4,155 Total 105,743 49,229 Less: Accumulated depreciation and amortization (20,482) (11,103) Property and equipment, net $ 85,261 $ 38,126 |
Payor Relationships and Other_2
Payor Relationships and Other Intangibles, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Total Intangible, Net | As of December 31, 2021, the Company’s total intangibles, net consisted of the following: (in thousands) Weighted-Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangibles: Trade names 9.00 years $ 1,409 $ (787) $ 622 Brand 19.26 years 183,238 (9,037) 174,201 Non-compete 4.92 years 75,794 (12,110) 63,684 Customer relationships 18.24 years 880 (184) 696 Payor relationships 20.00 years 609,362 (32,714) 576,648 Provider relationships 5.12 years 12,242 (2,472) 9,770 Total intangibles, net $ 882,925 $ (57,304) $ 825,621 As of December 31, 2020, the Company’s total intangibles, net consisted of the following: (in thousands) Weighted-Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangibles: Trade names 9.00 years $ 1,409 $ (630) $ 779 Brand 18.26 years 29,486 (2,171) 27,315 Non-compete 4.61 years 7,733 (3,373) 4,360 Customer relationships 18.55 years 880 (135) 745 Payor relationships 20.00 years 201,530 (11,960) 189,570 Provider relationships 10.00 years 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 December 31, 2021 is as follows: Years ended December 31, Amount (in thousands) 2022 $ 59,445 2023 57,607 2024 55,666 2025 54,240 2026 47,060 Thereafter 551,603 Total $ 825,621 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of ROU Assets and Lease Liabilities and Other Information Related to Leases | The following table presents ROU assets and lease liabilities as of December 31, 2021 (in thousands): 2021 ROU assets Operating leases $ 132,173 Finance leases 3,854 $ 136,027 Lease liabilities Operating leases $ 138,211 Finance leases 3,476 $ 141,687 The weighted average remaining lease term (in years) and weighted average discount rate were as follows: 2021 Weighted average remaining lease term - Finance 3.1 years Weighted average remaining lease term - Operating 7.9 years Weighted average discount rate - Finance 6.91 % Weighted average discount rate - Operating 5.92 % |
Schedule of Lease Expense | The components of lease expense for the year ended December 31, 2021 (in thousands) were as follows: 2021 Operating lease cost $ 19,732 Short-term lease cost 1,167 Variable lease cost 4,954 Finance lease cost Amortization of right-of-use assets $ 1,253 Interest on lease liabilities 221 Total finance lease cost $ 1,474 Additional information related to operating and finance leases for the year ended December 31, 2021 (in thousands) were as follows: 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 221 Operating cash flows from operating leases 16,278 Financing cash flows from finance leases 1,378 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 98,742 Finance leases 2,461 |
Future Minimum Lease Payments for Operating Leases under Topic 842 | Future minimum lease payments under operating and finance leases as of December 31, 2021 were as follows (in thousands): Years ended December 31, Operating Finance Total 2022 $ 23,051 $ 1,485 $ 24,536 2023 24,577 1,078 25,655 2024 22,561 797 23,358 2025 20,489 364 20,853 2026 18,424 107 18,531 Thereafter 67,569 — 67,569 Total minimum lease payments 176,671 3,831 180,502 Less: amount representing interest (38,460) (355) (38,815) Lease liabilities $ 138,211 $ 3,476 $ 141,687 |
Future Minimum Lease Payments for Finance Leases under Topic 842 | Future minimum lease payments under operating and finance leases as of December 31, 2021 were as follows (in thousands): Years ended December 31, Operating Finance Total 2022 $ 23,051 $ 1,485 $ 24,536 2023 24,577 1,078 25,655 2024 22,561 797 23,358 2025 20,489 364 20,853 2026 18,424 107 18,531 Thereafter 67,569 — 67,569 Total minimum lease payments 176,671 3,831 180,502 Less: amount representing interest (38,460) (355) (38,815) Lease liabilities $ 138,211 $ 3,476 $ 141,687 |
Future Minimum Lease Payments for Operating Leases under Topic 840 | Future minimum lease payments under operating and capital leases as of December 31, 2020 were as follows (in thousands): Years ended December 31, Operating Capital Total 2021 $ 10,566 $ 1,038 $ 11,604 2022 11,075 919 11,994 2023 9,772 586 10,358 2024 8,158 271 8,429 2025 6,641 — 6,641 Thereafter 20,721 — 20,721 Total minimum lease payments 66,933 2,814 69,747 Less: amount representing interest — (358) (358) Lease liabilities $ 66,933 $ 2,456 $ 69,389 |
Future Minimum Lease Payments for Capital Leases under Topic 840 | Future minimum lease payments under operating and capital leases as of December 31, 2020 were as follows (in thousands): Years ended December 31, Operating Capital Total 2021 $ 10,566 $ 1,038 $ 11,604 2022 11,075 919 11,994 2023 9,772 586 10,358 2024 8,158 271 8,429 2025 6,641 — 6,641 Thereafter 20,721 — 20,721 Total minimum lease payments 66,933 2,814 69,747 Less: amount representing interest — (358) (358) Lease liabilities $ 66,933 $ 2,456 $ 69,389 |
Equipment Loans (Tables)
Equipment Loans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Equipment Loans | Equipment loans were as follows as of December 31, 2021 and December 31, 2020: (in thousands) 2021 2020 Notes payable bearing interest at 17.2%: due July 2022, secured by certain property and equipment $ 20 $ 51 Notes payable bearing interest at 8.8%; due May 2023, secured by certain property and equipment 35 58 Notes payable bearing interest at 12.5%, 12.8%, and 11.0%; all due June 2023, all secured by certain property and equipment 52 82 Notes payable bearing interest at 7.2%; due April 2025, secured by certain property and equipment 73 92 Notes payable bearing interest at 4.2%; due December 2024, secured by certain property and equipment 693 904 Notes payable bearing interest at 3.4%; due September 2026, secured by certain property and equipment 966 — Total equipment loans $ 1,839 $ 1,187 Less: current portion (510) (314) Total equipment loans, net of current portion $ 1,329 $ 873 |
Contract Liabilities (Tables)
Contract Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [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) Deferred revenue Balance as at December 31, 2019 $ — Increases due to amounts collected 5,450 Revenues recognized from current period increases (185) Balance as at December 31, 2020 5,265 Increases due to amounts collected 2,300 Revenues recognized from current period increases (1,506) Balance as at December 31, 2021 $ 6,059 Of the December 31, 2021 contract liabilities balance, the Company expects to recognize the following amounts as revenue in the succeeding years: Years ended December 31, Amount (in thousands) 2022 $ 1,815 2023 1,940 2024 1,755 2025 424 2026 125 Total $ 6,059 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company’s notes payable were as follows as of December 31, 2021 and December 31, 2020: (in thousands) 2021 2020 Term loan 3 $ 644,432 $ 480,000 Senior Notes 300,000 — Less: Current portion of notes payable (6,493) (4,800) 937,939 475,200 Less: debt issuance costs (22,673) (18,455) Notes payable, net of current portion and debt issuance costs $ 915,266 $ 456,745 |
Schedule of Maturities of Long-term Debt | The following table sets forth the Company’s future principal payments as of December 31, 2021 , assuming another mandatory prepayment does not occur: (in thousands) Year ending December 31, Amount 2022 $ 6,493 2023 6,493 2024 6,493 2025 6,493 2026 6,493 Thereafter 911,967 Total $ 944,432 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2021 : (in thousands) Carrying Quoted Prices in Significant Significant Liabilities measured at fair value on a recurring basis: Contingent consideration $ 38,423 $ — $ — $ 38,423 Public Warrant Liabilities 54,970 54,970 — — Private Placement Warrant Liabilities 25,174 — — 25,174 Total liabilities measured at fair value $ 118,567 $ 54,970 $ — $ 63,597 (in thousands) Carrying Quoted Prices in Significant Significant Liabilities measured at fair value on a recurring basis: Contingent consideration $ 5,172 $ — $ — $ 5,172 Total liabilities measured at fair value $ 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 was as follows: Years Ended December 31, 2021 2020 2019 Opening balance as at January 1, $ 5,172 $ 23,429 $ 20,584 Embedded derivative recognized under Term Loan 2 — 51,328 — Change in fair value of embedded derivative — 12,764 — Embedded derivative derecognized due to extinguishment of Term Loan 2 — (64,092) — Change in fair value of contingent consideration (11,680) 65 2,845 Contingent consideration recognized due to acquisitions 47,900 2,695 — Warrants acquired in the Business Combination 163,058 — — Change in fair value of warrants (82,914) — — Contingent consideration reclassified to due to seller (756) (16,059) — Contingent consideration settled through equity — (1,958) — Contingent consideration payments (2,213) (3,000) — Closing balance as of December 31, $ 118,567 $ 5,172 $ 23,429 |
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 September 30, 2020: Range as of Unobservable Input June 1, 2020 November 23, 2020 Probability of change of control 90% N/A Probability of issuance of debt 5% 100% Expected date of event Fourth Quarter 2020 Fourth Quarter 2020 Discount rate 39% 35% |
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 warrant liabilities: As of Unobservable Input June 3, 2021 December 31, 2021 Exercise price $11.50 $11.50 Stock price $14.75 $8.91 Term (years) 5.0 4.4 Volatility 37.1% N/A Risk free interest rate 0.8% 1.2% Dividend yield None None Public warrant price $4.85 $2.39 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Aggregated VIE Assets and Liabilities and Performance | The table below illustrates the aggregated VIE assets and liabilities and performance for the Physicians Groups: As of December 31, (in thousands) 2021 2020 Total Assets $ 80,445 $ 8,182 Total Liabilities $ 59,988 $ 12,371 Years Ended December 31, (in thousands) 2021 2020 2019 Total revenue $ 24,145 $ 227 $ — Operating expenses: Third-party medical costs 13,133 — — Direct patient expense 9,493 3,109 — Selling, general and administrative expenses 23,895 1,020 — Depreciation and amortization expense 1,405 188 — Total operating expenses 47,926 4,317 — Net loss $ (23,781) $ (4,090) $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [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% - 2.0% 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 December 31, 2021 is presented below: Shares Weighted Average Grant Date Fair Value Balance, January 1, 2021 — — Granted 12,831,184 $ 4.23 Vested — — Forfeitures (127,486) 4.23 Balance, December 31, 2021 12,703,698 $ 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 December 31, 2021 is presented below: Shares Weighted Average Grant Date Fair Value Balance, January 1, 2021 — — Granted 5,188,722 $ $14.20 Vested — — Forfeitures (21,200) 14.75 Balance, December 31, 2021 5,167,522 $ $14.20 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense From Continuing Operations | The net loss for the years ended December 31, 2021 and 2020 consisted of the following: (in thousands) 2021 2020 Jurisdictional earnings: U.S. losses $ (113,837) $ (72,128) Foreign income (losses) (2,886) 1,715 Total losses (116,723) (70,413) Current: U.S. Federal — — U.S. State and local (2) 63 Foreign 79 525 Total current tax expense 77 588 Deferred: U.S. Federal — — U.S. State and local — — Foreign (63) 63 Total deferred tax (benefit) expense (63) 63 Total tax expense $ 14 $ 651 |
Summary of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that give rise to significant portion of the deferred tax assets and deferred tax liabilities consist of the following as of December 31, 2021 and December 31, 2020: (in thousands) 2021 2020 Deferred tax assets: Pass-through income (loss) $ 315,218 $ — Net operating loss 12,762 — Stock compensation expense 4,761 — Interest expense carryforward 3,215 — Other 323 244 Total gross deferred tax 336,279 244 Valuation allowance (336,279) (244) Net deferred tax assets — — Deferred tax liabilities Unremitted earnings — (63) Deferred tax liability, net $ — $ (63) |
Summary of Effective Income Tax Rate Reconciliation | A reconciliation of expected income tax expense at the statutory federal income tax rate of 21% for the years ended December 31, 2021 and 2020 to the Company's effective income tax rate follows: 2021 2020 Percent Percent Income tax benefit computed at statutory rate 21.00 % 21.00 % Permanent items 13.57 % — % Net income attributable to noncontrolling interest (16.09) % (21.50) % State benefit, net of federal benefit 2.10 % — % Valuation allowance (21.57) % (0.33) % Foreign rate differential 0.93 % — % Other, net 0.05 % (0.06) % Total tax expense (0.01) % (0.89) % |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Common Share | The following table sets forth the net loss for the years ended December 31, 2021, 2020 and 2019 and the computation of basic and diluted net income (loss) per common stock for the years ended December 31, 2021, 2020 and 2019: Years Ended December 31, (in thousands, except shares and per share data) 2021 2020 2019 Numerator: Net loss $ (116,737) $ (71,064) (19,780) Less: net loss attributable to non-controlling interests (98,717) — — Net loss attributable to Class A common stockholders (18,020) — — Dilutive effect of warrants on net income to Class A common stockholders (30,181) N/A N/A Dilutive effect of Class B common stock (86,334) N/A N/A Net loss attributable to Class A common stockholders - Diluted (134,535) N/A N/A Basic and Diluted Earnings Per Share denominator: Weighted average common stock outstanding - basic 170,507,194 N/A N/A Net loss per share - basic $ (0.11) N/A N/A Diluted Earnings Per Share: Dilutive effect of warrants on weighted average common stock outstanding 224,920 N/A N/A Dilutive effect of Class B common stock on weighted average common stock outstanding 304,965,111 N/A N/A Weighted average common stock outstanding - diluted 475,697,225 N/A N/A Net loss per share - diluted $ (0.28) N/A N/A |
Summary of Diluted Net Loss Per Share | The table below presents the Company’s potentially dilutive securities: As of December 31, 2021 Class B common stock 297,385,981 Public Warrants 22,999,959 Private Placement Warrants 10,533,333 Restricted Stock Units 5,167,522 Stock Options 12,703,698 Contingent Shares Issued in Connection with Acquisitions 2,720,966 ESPP Shares 1,461,087 Potential Common Stock Equivalents 352,972,546 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Financial Information by Quarter | The restated and revised financial information by quarter for three months ended September 30, 2021, June 30, 2021, and March 31, 2021 is provided below (in thousands, except per share data): 2021 Third Quarter Adjustments Third Quarter Second Quarter Adjustments Second Quarter First Quarter Adjustments First Quarter Revenue $ 498,931 $ — $ 498,931 $ 343,581 $ — $ 343,581 $ 274,602 $ — $ 274,602 Operating expenses 532,523 791 533,314 398,145 250 398,395 279,377 197 279,574 Loss from operations (33,592) (791) (34,383) (54,564) (250) (54,814) (4,775) (197) (4,972) Total other income (expenses) (30,701) 6 (30,695) 16,252 2 16,254 (10,625) (9) (10,634) Net income (loss) before income tax (benefit) expense (64,293) (785) (65,078) (38,312) (248) (38,560) (15,400) (206) (15,606) Income tax (benefit) expense (547) — (547) 2,023 — 2,023 (714) — (714) Net loss $ (64,840) $ (785) $ (65,625) $ (36,289) $ (248) $ (36,537) $ (16,114) $ (206) $ (16,320) Net loss per share - basic $ (0.14) $ — $ (0.14) $ 0.03 $ — $ 0.03 N/A — N/A Net loss per share - diluted $ (0.14) $ — $ (0.14) $ (0.06) $ — $ (0.06) N/A — N/A |
Restatement (Unaudited) (Tables
Restatement (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatement | The following table sets forth the effects of the restatement on the affected line items within the Company’s previously reported Condensed Consolidated Balance Sheets as of September 30, 2021, June 30, 2021, and March 31, 2021 (dollars in thousands): September 30, 2021 June 30, 2021 March 31, 2021 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Assets Current assets: Cash, cash equivalents and restricted cash $ 208,913 $ — $ 208,913 $ 319,277 $ — $ 319,277 $ 6,602 $ — $ 6,602 Accounts receivable, net of unpaid service provider costs 1 223,644 (79,854) 143,790 131,831 (57,888) 73,943 88,007 (13,661) 74,346 Inventory 1,777 — 1,777 1,176 — 1,176 1,023 — 1,023 Prepaid expenses and other current assets 2 30,788 (25) 30,763 20,105 (704) 19,401 15,383 (1,483) 13,900 Total current assets 465,122 (79,879) 385,243 472,389 (58,592) 413,797 111,015 (15,144) 95,871 Property and equipment, net 64,156 — 64,156 46,358 — 46,358 40,247 — 40,247 Goodwill 3 765,511 (3,182) 762,329 546,312 (3,183) 543,129 235,127 — 235,127 Payor relationships, net 584,265 — 584,265 395,185 — 395,185 187,051 — 187,051 Other intangibles, net 256,327 — 256,327 194,315 — 194,315 35,778 — 35,778 Other assets 4,703 — 4,703 4,654 — 4,654 7,522 — 7,522 Total assets $ 2,140,084 $ (83,061) $ 2,057,023 $ 1,659,213 $ (61,775) $ 1,597,438 $ 616,740 $ (15,144) $ 601,596 Liabilities and stockholders' equity / members' capital Current liabilities: Current portion of notes payable $ 6,493 $ — $ 6,493 $ 5,488 $ — $ 5,488 $ 4,800 $ — $ 4,800 Current portion of equipment loans 513 — 513 324 — 324 319 — 319 Current portion of finance lease liabilities 1,006 — 1,006 978 — 978 973 — 973 Current portion of contingent consideration 8,406 — 8,406 12,347 — 12,347 3,046 — 3,046 Accounts payable and accrued expenses 4 76,654 (17,994) 58,660 46,465 (11,495) 34,970 39,870 (3,344) 36,526 Deferred revenue 1,815 — 1,815 1,313 — 1,313 1,313 — 1,313 Current portions due to sellers 5 24,687 — 24,687 22,020 (575) 21,445 34,798 (575) 34,223 Other current liabilities 6 20,000 12,704 32,704 3,734 4,653 8,387 1,951 2,335 4,286 Total current liabilities 139,574 (5,290) 134,284 92,669 $ (7,417) $ 85,252 87,070 $ (1,584) $ 85,486 _______________________________________ 1 Reflects a reduction to accounts receivable and capitated revenue as a result of the reduced MRA estimate. 2 Corrects insurance payments originally recorded as prepaid insurance but subsequently recorded in selling, general and administrative expense. 3 Reflect the correction of an error in the purchase price allocation for the University acquisition to reduce goodwill and other current liabilities. 4 Reflects reductions to accounts payable and accrued expenses and direct patient expense as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate. 5 Corrects accrual for compensation-related costs due to sellers of acquired businesses recorded in transaction costs and other. 6 Reflects a reclassification from accounts receivable, net of unpaid service provider costs for plans that are in a net deficit position to other current liabilities. Notes payable, net of current portion and debt issuance costs 916,111 — 916,111 525,830 — 525,830 456,102 — 456,102 Warrant liabilities 138,493 — 138,493 123,843 — 123,843 — — — Equipment loans, net of current portion 1,454 — 1,454 891 — 891 791 — 791 Long term portion of finance lease liabilities 1,559 — 1,559 1,667 — 1,667 1,871 — 1,871 Deferred rent 5,387 — 5,387 4,868 — 4,868 3,599 — 3,599 Deferred revenue, net of current portion 4,698 — 4,698 4,623 — 4,623 4,951 — 4,951 Due to sellers, net of current portion 170 — 170 — — — — — — Contingent consideration 38,300 — 38,300 — — — 2,412 — 2,412 Other liabilities 36,325 — 36,325 16,471 — 16,471 12,800 — 12,800 Total liabilities 1,282,071 (5,290) 1,276,781 770,862 (7,417) 763,445 569,596 (1,584) 568,012 Stockholders’ Equity / Members' Capital Shares of Class A common stock 17 — 17 17 — 17 — — — Shares of Class B common stock 31 — 31 31 — 31 — — — Members' capital — — — — — — 157,662 — 157,662 Additional paid-in capital 363,060 5,292 368,352 389,892 (33,653) 356,239 — — — Accumulated deficit (52,547) (26,876) (79,423) (37,640) (18,547) (56,187) (110,383) (13,560) (123,943) Notes receivable, related parties — — — (136) — (136) (135) — (135) Total Stockholders' Equity / Members’ Capital attributable to Class A common stockholders 310,561 (21,584) 288,977 352,164 (52,200) 299,964 47,144 (13,560) 33,584 Non-controlling interests 547,452 (56,187) 491,265 536,187 (2,158) 534,029 — — — Total Stockholders' Equity / Members’ Capital 858,013 (77,771) 780,242 888,351 (54,358) 833,993 47,144 (13,560) 33,584 Total Liabilities and Stockholders' Equity / Members’ Capital $ 2,140,084 $ (83,061) $ 2,057,023 $ 1,659,213 $ (61,775) $ 1,597,438 $ 616,740 $ (15,144) $ 601,596 The following tables set forth the effects of the restatement on the affected line items within the Company’s previously reported Condensed Consolidated Statements of Operations for the quarterly periods ended September 30, 2021, June 30, 2021, and March 31, 2021 (dollars in thousands): September 30, 2021 June 30, 2021 March 31, 2021 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Revenue: Capitated revenue 1 $ 501,780 $ (28,017) $ 473,763 $ 379,210 $ (49,726) $ 329,484 $ 267,051 $ (5,694) $ 261,357 Fee-for-service and other revenue 2 25,018 150 25,168 13,953 144 14,097 13,084 161 13,245 Total revenue 526,798 (27,867) 498,931 393,163 (49,582) 343,581 280,135 (5,533) 274,602 Operating expenses: Third-party medical costs 3 379,316 2,000 381,316 291,816 — 291,816 195,046 — 195,046 Direct patient expense 4 57,708 (7,340) 50,368 43,782 (8,175) 35,607 34,287 (50) 34,237 Selling, general and administrative expenses 5 75,926 692 76,618 46,574 585 47,159 34,848 161 35,009 Depreciation and amortization expense 16,955 — 16,955 7,945 — 7,945 5,846 — 5,846 Transaction costs and other 6 6,528 738 7,266 16,374 (756) 15,618 9,239 — 9,239 Total operating expenses 536,433 (3,910) 532,523 406,491 (8,346) 398,145 279,266 111 279,377 Income (loss) from operations (9,635) (23,957) (33,592) (13,328) (41,236) (54,564) 869 (5,644) $ (4,775) Other income and expense: Interest expense (16,023) — (16,023) (9,714) — (9,714) (10,626) — (10,626) Interest income 1 — 1 1 — 1 1 — 1 Loss on extinguishment of debt — — — (13,225) — (13,225) — — — Change in fair value of warrant liabilities (14,650) — (14,650) 39,215 — 39,215 — — — Other income (expense) (29) — (29) (25) — (25) — — — Total other income (expense) (30,701) — (30,701) 16,252 — 16,252 (10,625) — (10,625) _______________________________________ 1 Reflects a decrease to capitated revenue and accounts receivable as a result of the reduced MRA estimate. 2 Reflects a reclassification of sublease income to fee-for-service and other revenue from selling, general and administrative. 3 Reflects an increase to third-party medical costs and reduction of accounts receivable. 4 Reflects reductions to direct patient expense and accounts payable and accrued expenses as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate. 5 Corrects stock-based compensation expense with a corresponding increase in additional paid in capital and the reclassification of sublease income to fee-for-service and other revenue.. 6 Corrects a professional fee accrual offset by an accrual for certain other compensation-related costs due to sellers of acquired businesses. Net income (loss) before income tax expense (benefit) (40,336) (23,957) (64,293) 2,924 (41,236) (38,312) (9,756) (5,644) (15,400) Income tax expense (benefit) 547 — 547 (2,023) — (2,023) 714 — 714 Net income (loss) $ (40,883) $ (23,957) $ (64,840) $ 4,947 $ (41,236) $ (36,289) $ (10,470) $ (5,644) $ (16,114) Net loss attributable to non-controlling interests (26,246) (15,356) (41,602) (4,533) (36,311) (40,844) (10,470) (5,644) (16,114) Net income (loss) attributable to Class A common stockholders $ (14,637) $ (8,601) $ (23,238) $ 9,480 $ (4,925) $ 4,555 $ — $ — $ — Net income (loss) per share attributable to Class A common stockholders, basic $ (0.09) $ (0.14) $ 0.06 $ 0.03 N/A N/A Net loss per share attributable to Class A common stockholders, diluted $ (0.09) $ (0.14) $ (0.03) $ (0.06) N/A N/A Weighted-average shares used in computation of earnings per share: Basic 170,871,429 170,871,429 167,134,853 167,134,853 N/A N/A Diluted 170,871,429 477,255,983 168,884,315 168,884,315 N/A N/A The following tables set forth the effects of the Restatement on the affected line items within the Company’s previously reported unaudited Condensed Consolidated Statements of Operations for the year-to-date periods ended September 30, 2021 and June 30, 2021 (dollars in thousands): Nine Months Ended September 30, 2021 Six Months Ended June 30, 2021 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Revenue: Capitated revenue 1 $ 1,148,041 $ (83,437) $ 1,064,604 $ 646,261 $ (55,420) $ 590,841 Fee-for-service and other revenue 2 52,055 $ 455 $ 52,510 27,037 $ 305 $ 27,342 Total revenue 1,200,096 $ (82,982) $ 1,117,114 673,298 $ (55,115) $ 618,183 Operating expenses: Third-party medical costs 3 866,177 2,000 868,177 486,862 — 486,862 Direct patient expense 4 135,777 (15,565) 120,212 78,069 (8,225) 69,844 Selling, general and administrative expenses 5 157,348 1,438 158,786 81,422 746 82,168 Depreciation and amortization expense 30,746 — 30,746 13,791 — 13,791 Transaction costs and other 6 32,140 (18) 32,122 25,613 (756) 24,857 Total operating expenses 1,222,188 (12,145) 1,210,043 685,757 (8,235) 677,522 Income (loss) from operations (22,092) $ (70,837) $ (92,929) (12,459) $ (46,880) $ (59,339) Other income and expense: Interest expense (36,363) — (36,363) (20,340) — (20,340) Interest income 4 — 4 2 — 2 Loss on extinguishment of debt (13,225) — (13,225) (13,225) — (13,225) Change in fair value of warrant liabilities 24,565 — 24,565 39,215 — 39,215 Other income (expense) (54) — (54) (25) — (25) Total other income (expense) (25,073) $ — $ (25,073) 5,627 $ — $ 5,627 Net loss before income tax expense (benefit) (47,165) $ (70,837) $ (118,002) (6,832) $ (46,880) $ (53,712) Income tax benefit (762) $ — $ (762) (1,309) $ — $ (1,309) Net loss $ (46,403) $ (70,837) $ (117,240) $ (5,523) $ (46,880) $ (52,403) Net loss attributable to non-controlling interests (41,283) $ (57,276) $ (98,559) (15,003) $ (41,955) $ (56,958) Net income (loss) attributable to Class A common stockholders $ (5,120) $ (13,561) $ (18,681) $ 9,480 $ (4,925) $ 4,555 Net income (loss) per share attributable to Class A common stockholders, basic $ (0.03) $ (0.11) $ 0.06 $ 0.03 Net loss per share attributable to Class A common stockholders, diluted $ (0.08) $ (0.16) $ (0.03) $ (0.06) Weighted-average shares used in computation of earnings per share: Basic 168,100,210 168,100,210 166,691,634 166,691,634 Diluted 169,312,258 169,312,258 167,571,198 167,571,198 _______________________________________ 1 Reflects a decrease to capitated revenue and accounts receivable as a result of the reduced MRA estimate. 2 Reflects a reclassification of sublease income to fee-for-service and other revenue from selling, general and administrative. 3 Reflects an increase to third-party medical costs and a reduction of accounts receivable. 4 Reflects reductions to direct patient expense and accounts payable and accrued expenses as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate. 5 Corrects stock-based compensation expense with a corresponding increase in additional paid in capital and the reclassification of sublease income to fee-for-service and other revenue.. 6 Corrects a professional fee accrual offset by an accrual for certain other compensation-related costs due to sellers of acquired businesses. The following tables set forth the effects of the Restatement on the affected line items within the Company’s previously reported unaudited Condensed Consolidated Statements of Cash Flows for the year-to-date periods ended September 30, 2021, June 30, 2021 and March 31, 2021 (dollars in thousands): Nine Months Ended September 30, 2021 Six Months Ended June 30, 2021 Three Months Ended March 31, 2021 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) 1 $ (46,403) $ (70,837) $ (117,240) $ (5,523) $ (46,880) $ (52,403) $ (10,470) $ (5,644) $ (16,114) Equity-based compensation 2 12,148 983 13,131 3,239 441 3,680 71 — 71 Accounts receivable, net 3 (95,991) 70,497 (25,494) (54,973) 48,532 (6,441) (11,233) 4,304 (6,929) Prepaid expenses and other current assets 4 (27,358) 24 (27,334) (16,790) 703 (16,087) (8,024) 1,487 (6,537) Accounts payable and accrued expenses 5 56,626 (16,006) 40,620 23,407 (8,981) 14,426 6,025 (52) 5,973 Interest accrued due to seller 7 — 1,208 1,208 — 957 957 — 536 536 Other liabilities 6 (9,376) 12,336 2,960 1,681 3,708 5,389 (1,982) 1,390 (592) Net cash used in operating activities (91,498) (1,795) (93,293) (56,580) (1,520) (58,100) (16,707) 2,021 (14,688) CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of subsidiaries including non-compete intangibles, net of cash acquired 8 (1,068,661) 3,182 (1,065,479) (617,576) 3,182 (614,394) (898) — (898) Net cash used in investing activities (1,116,030) 3,182 (1,112,848) (649,269) 3,182 (646,087) (9,699) — (9,699) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from insurance financing arrangements 9 4,401 (2,699) 1,702 4,355 (2,653) 1,702 4,356 (2,654) 1,702 Payments of principal on insurance financing arrangements 9 (3,939) 2,520 (1,419) (2,941) 1,948 (993) (1,736) 1,169 (567) Interest accrued due to seller 7 1,208 (1,208) — 957 (957) — 536 (536) — Net cash used in / provided by financing activities 1,382,634 (1,387) 1,381,247 991,319 (1,662) 989,657 (799) (2,021) (2,818) Net increase (decrease) in cash, cash equivalents and restricted cash 175,106 — 175,106 285,470 — 285,470 (27,205) — (27,205) Cash, cash equivalents and restricted cash at beginning of year 33,807 33,807 33,807 33,807 33,807 33,807 Cash, cash equivalents and restricted cash at end of period $ 208,913 $ 208,913 $ 319,277 $ 319,277 $ 6,602 $ 6,602 ____________________________________ 1 Reflects the cumulative impact on net loss of the adjustments detailed within the statement of operations. 2 Corrects stock-based compensation expense. 3 Reflects changes to accounts receivable as a result of the reduced MRA estimate. 4 Corrects insurance payments originally recorded as prepaid insurance. 5 Reflects changes to accounts payable and accrued expenses as a result of the change in estimated provider payments corresponding to the reduced MRA estimate. 6 Reflects a reclassification from accounts receivable, net of unpaid service provider costs for plans that are in a net deficit position. 7 To reclass interest accrued due to sellers from financing activities to operating activities. 8 Reflect the correction of an error in the purchase price allocation for the University acquisition. 9 To reflect adjustment to financed insurance. |
Revision (Tables)
Revision (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Revisions | The following table sets forth the effects of the revision on the affected line items within the Company’s previously reported Consolidated Balance Sheet as of December 30, 2020 (dollars in thousands): December 31, 2020 As Previously Reported Adjustments As Revised Assets Current assets: Cash, cash equivalents and restricted cash $ 33,807 $ — $ 33,807 Accounts receivable, net of unpaid service provider costs 1 76,709 (9,356) 67,353 Inventory 922 — 922 Prepaid expenses and other current assets 8,937 — 8,937 Total current assets 120,375 (9,356) 111,019 Property and equipment, net 38,126 — 38,126 Goodwill 234,328 — 234,328 Payor relationships, net 189,570 — 189,570 Other intangibles, net 36,785 — 36,785 Other assets 4,362 — 4,362 Total assets $ 623,546 $ (9,356) $ 614,190 Liabilities and stockholders' equity / members' capital Current liabilities: Current portion of notes payable $ 4,800 $ — $ 4,800 Current portion of equipment loans 314 — 314 Current portion of finance lease liabilities 876 — 876 Current portion of contingent consideration — — — Accounts payable and accrued expenses 2 33,180 (1,810) 31,370 Deferred revenue 988 — 988 ______________________________________ 1 Reflects a reduction to accounts receivable and capitated revenue as a result of the reduced MRA estimate. 2 Reflects reductions to accounts payable and accrued expenses and direct patient costs as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate. Current portions due to sellers 3 27,129 (575) 26,554 Current portion of operating lease liabilities — — — Other current liabilities 4 1,333 945 2,278 Total current liabilities 68,620 (1,440) 67,180 Notes payable, net of current portion and debt issuance costs 456,745 — 456,745 Equipment loans, net of current portion 873 — 873 Long term portion of finance lease liabilities 1,580 — 1,580 Deferred revenue, net of current portion 4,277 — 4,277 Due to sellers, net of current portion 13,976 — 13,976 Contingent consideration 5,172 — 5,172 Other liabilities 11,651 — 14,762 Total liabilities 566,005 (1,440) 564,565 Stockholders’ Equity / Members' Capital Members' capital 157,591 — 157,591 Accumulated deficit (99,916) (7,916) (107,832) Notes receivable, related parties (134) — (134) Total member's capital 57,541 (7,916) 49,625 Total liabilities and members’ Capital $ 623,546 $ (9,356) $ 614,190 ______________________________________ 3 Corrects the accrual for compensation-related costs due to sellers of acquired businesses recorded in transaction costs and other. 4 Reflects a reclassification from accounts receivable, net of unpaid service provider costs for plans that are in a net deficit position to other current liabilities. The following table sets forth the effects of the revision on the affected line items within the Company’s previously reported Consolidated Statements of Operations for the year ended December 30, 2020 and December 31, 2019 (dollars in thousands): December 31, 2020 December 31, 2019 As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Revenue: Capitated revenue 1 $ 794,164 $ 2,209 $ 796,373 $ 343,903 $ (3,002) $ 340,901 Fee-for-service and other revenue 35,203 — 35,203 20,483 20,483 Total revenue 829,367 2,209 831,576 364,386 (3,002) 361,384 Operating expenses: Third-party medical costs 564,987 — 564,987 241,089 1,483 242,572 Direct patient expense 2 102,284 (926) 101,358 43,020 (920) 42,100 Selling, general and administrative expenses 103,962 — 103,962 59,148 59,148 Depreciation and amortization expense 18,499 — 18,499 6,822 6,822 Transaction costs and other 3 43,520 (575) 42,945 17,583 17,583 Change in fair value of contingent consideration 65 — 65 2,845 2,845 Total operating expenses 833,317 (1,501) 831,816 370,507 563 371,070 Income (loss) from operations (3,950) 3,710 (240) (6,121) (3,565) (9,686) Other income and expense: Interest expense (34,002) — (34,002) (10,163) — (10,163) Interest income 320 — 320 319 — 319 Loss on extinguishment of debt (23,277) — (23,277) — — — Change in fair value of embedded derivative (12,764) — (12,764) — — — Change in fair value of warrant liabilities — — — — — — Other income (expense) (450) — (450) (250) — (250) Total other income (expense) (70,173) — (70,173) (10,094) — (10,094) Net loss before income tax benefit (expense) (74,123) 3,710 (70,413) (16,215) (3,565) (19,780) Income tax expense (benefit) 651 — 651 — — — Net income (loss) $ (74,774) $ 3,710 $ (71,064) $ (16,215) $ (3,565) $ (19,780) ____________________________________ 1 Reflects a decrease to capitated revenue and accounts receivable as a result of the reduced MRA. 2 Reflects reductions to direct patient expense and accounts payable and accrued expenses as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate. 3 Corrects compensation-related costs due to sellers of acquired businesses with a corresponding increase in additional paid in capital. The following table sets forth the effects of the revision on the affected line items within the Company’s previously reported Consolidated Statements of Cash Flows for the years ended December 30, 2020 and December 31, 2019 (dollars in thousands): 2020 2019 As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised CASH FLOWS FROM OPERATING ACTIVITIES Net loss 1 $ (74,774) $ 3,710 $ (71,064) $ (16,215) $ (3,565) $ (19,780) Equity-based compensation 528 — 528 182 — 182 Accounts receivable, net 2 (27,500) (2,809) (30,309) (21,779) 4,139 (17,640) Prepaid expenses and other current assets (5,152) — (5,152) (2,086) — (2,086) Accounts payable and accrued expenses 3 28,250 (925) 27,325 11,250 (920) 10,330 Other liabilities 4 2,486 24 2,510 2,279 346 2,625 Net cash used in operating activities (9,235) — (9,235) (15,465) — (15,465) CASH FLOWS FROM INVESTING ACTIVITIES Net cash used in investing activities (268,366) — (268,366) (90,784) (90,784) CASH FLOWS FROM FINANCING ACTIVITIES Net cash provided by financing activities 282,216 — 282,216 132,038 — 132,038 Net increase (decrease) in cash, cash equivalents and restricted cash 4,615 4,615 25,789 25,789 Cash, cash equivalents and restricted cash at beginning of year 29,192 29,192 3,403 3,403 Cash, cash equivalents and restricted cash at end of period $ 33,807 $ 33,807 $ 29,192 $ 29,192 ____________________________________ 1 Reflects the cumulative impact on net loss of the adjustments detailed within the statement of operations. 2 Reflects changes to accounts receivable as a result of the reduced MRA estimate. 3 Reflects changes to accounts payable and accrued expenses as a result of the change in estimated provider payments corresponding to the reduced MRA estimate. 4 Reflects a reclassification from accounts receivable, net of unpaid service provider costs for plans that are in a net deficit position and corrects accrual for compensation-related costs due to sellers of acquired businesses. |
Nature of Business and Operat_3
Nature of Business and Operations - Additional Information (Details) | Jun. 11, 2021USD ($)$ / sharesshares | Jun. 03, 2021USD ($)$ / sharesshares | Sep. 30, 2021shares | Dec. 31, 2021voteshares |
Primary Care ITC Intermediate Holdings LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Percentage of controlling ownership | 35.10% | |||
Percentage of non controlling ownership | 64.90% | |||
Jaws Acquisition Corp | ||||
Nature Of Business And Operations [Line Items] | ||||
Stock shares redeemed during the period (in shares) | 6,509 | |||
Noncontrolling interest redeemed | $ | $ 65,090 | |||
Jaws Acquisition Corp | PIPE Financing | ||||
Nature Of Business And Operations [Line Items] | ||||
Payment to acquire business | $ | 800,000,000 | |||
Jaws Acquisition Corp | Primary Care ITC Intermediate Holdings LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Payment to acquire business | $ | 466,500,000 | |||
Business combination, consideration transferred | $ | $ 3,534,900,000 | |||
Business acquisition equity interests issued or issuable shares (in shares) | 3,068,400,000 | |||
Business acquistion share price | $ / shares | $ 10 | |||
University Health Care And Its Affiliates | ||||
Nature Of Business And Operations [Line Items] | ||||
Payment to acquire business | $ | $ 538,300,000 | |||
University Health Care And Its Affiliates | Primary Care ITC Intermediate Holdings LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Percentage of controlling ownership | 37.70% | |||
Percentage of non controlling ownership | 62.30% | |||
Business combination, consideration transferred | $ | $ 607,900,000 | |||
Business acquisition equity interests issued or issuable shares (in shares) | 4,100,000 | |||
Business acquistion share price | $ / shares | $ 14.79 | |||
Class A common stock, $0.0001 par value per share | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock outstanding (in shares) | 180,113,551 | |||
Stock issued during period, acquisitions (in shares) | 4,400,000 | |||
Class A common stock, $0.0001 par value per share | Jaws Acquisition Corp | ||||
Nature Of Business And Operations [Line Items] | ||||
Stock shares redeemed during the period (in shares) | 6,509 | |||
Class A common stock, $0.0001 par value per share | Jaws Acquisition Corp | PIPE Financing | ||||
Nature Of Business And Operations [Line Items] | ||||
Shares issued in PIPE financing (in shares) | 80,000,000 | |||
Class A common stock, $0.0001 par value per share | Jaws Acquisition Corp | Founder Shares | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock outstanding (in shares) | 17,250,000 | |||
Class A common stock, $0.0001 par value per share | Jaws Acquisition Corp | Stock Outstanding Prior To Business Combination | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock outstanding (in shares) | 69,000,000 | |||
Class A common stock, $0.0001 par value per share | University Health Care And Its Affiliates | ||||
Nature Of Business And Operations [Line Items] | ||||
Business acquisition equity interests issued or issuable shares (in shares) | 4,055,698 | |||
Business acquisition, conversion of stock, shares issues (in shares) | 1,200,000 | |||
Class A common stock, $0.0001 par value per share | Other acquisitions | Primary Care ITC Intermediate Holdings LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Business acquisition equity interests issued or issuable shares (in shares) | 100,000 | |||
Class B common stock | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock outstanding (in shares) | 297,385,981 | |||
Class B common stock | Jaws Acquisition Corp | ||||
Nature Of Business And Operations [Line Items] | ||||
Stock shares redeemed during the period (in shares) | 0 | |||
Class B common stock | Jaws Acquisition Corp | PCIH Shareholders | ||||
Nature Of Business And Operations [Line Items] | ||||
Stock issued during period, acquisitions (in shares) | 306,800,000 | |||
Class B common stock | Jaws Acquisition Corp | PIPE Financing | ||||
Nature Of Business And Operations [Line Items] | ||||
Shares issued in PIPE financing (in shares) | 0 | |||
Class B common stock | Jaws Acquisition Corp | Founder Shares | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock outstanding (in shares) | 0 | |||
Class B common stock | Jaws Acquisition Corp | Founder Shares | Jaws Sponsor LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock outstanding (in shares) | 17,250,000 | |||
Class B common stock | Jaws Acquisition Corp | Stock Outstanding Prior To Business Combination | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock outstanding (in shares) | 0 | |||
Class B common stock | Jaws Acquisition Corp | Primary Care ITC Intermediate Holdings LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Business acquisition equity interests issued or issuable shares (in shares) | 306,800,000 | |||
Class B common stock | University Health Care And Its Affiliates | ||||
Nature Of Business And Operations [Line Items] | ||||
Business acquisition, conversion of stock, shares converted (in shares) | 1,200,000 | |||
Class B common stock | Primary Care ITC Intermediate Holdings LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock, voting rights (in dollars per share) | vote | 1 |
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) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 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 |
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 | Dec. 31, 2021 |
Class A common stock | ||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | ||
Common stock outstanding (in shares) | 180,113,551 | |
Issuance of common stock for acquisitions (in shares) | 4,400,000 | |
Class B common stock | ||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | ||
Common stock outstanding (in shares) | 297,385,981 | |
Jaws Acquisition Corp | ||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | ||
Less: redemption of Jaws shares (in 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 (in shares) | (6,509) | |
Jaws Acquisition Corp | Class B common stock | ||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | ||
Less: redemption of Jaws shares (in shares) | 0 | |
Jaws Acquisition Corp | PCIH Shareholders | Class A common stock | ||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | ||
Issuance of common stock for acquisitions (in shares) | 0 | |
Jaws Acquisition Corp | PCIH Shareholders | Class B common stock | ||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | ||
Issuance of common stock for acquisitions (in shares) | 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 (in shares) | 80,000,000 | |
Jaws Acquisition Corp | PIPE Financing | Class B common stock | ||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | ||
Shares issued in PIPE financing (in shares) | 0 | |
Common Stock | Class A common stock | ||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | ||
Issuance of common stock for acquisitions (in shares) | 4,412,379,000 | |
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 (in shares) | 68,993,491 | |
Common Stock | 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 (in shares) | 0 | |
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 (in shares) | 17,250,000 | |
Founder Shares | 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 (in shares) | 0 | |
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] | ||
Issuance of common stock for acquisitions (in shares) | 166,243,491 | |
PIPE Financing Shares | Jaws Acquisition Corp | Class B common stock | ||
Schedule Of Reconcile Number Of Shares Of Common Stock Issued Through Business Combination [Line Items] | ||
Issuance of common stock for acquisitions (in shares) | 0 | |
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 (in shares) | 69,000,000 | |
Stock Outstanding Prior To 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 (in shares) | 0 | |
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 (in shares) | 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 (in shares) | 306,843,662 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, shares in Thousands | Jun. 03, 2021USD ($)$ / sharesshares | Nov. 30, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2021plan |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||
Impact of transactions affecting non-controlling interests | $ 0 | |||||
Class of Warrant or Right [Line Items] | ||||||
Number of days from which warrants become exercisable after the consummation of business combination | 30 days | |||||
Warrants and rights outstanding term | 5 years | |||||
Share price | $ / shares | $ 18 | |||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | |||
Cash FDIC Insured Amount | $ 300,000 | |||||
Number of health plan | plan | 2 | |||||
Restricted cash balances | 3,500,000 | $ 600,000 | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Allowance for doubtful accounts receivable | 0 | 0 | ||||
Accounts receivable | 133,433,000 | 67,353,000 | ||||
Unpaid service cost incurred in prior years | 5,494,000 | 752,000 | ||||
Incurred but not realized costs reclassified to other current liabilities | 13,600,000 | 1,200,000 | ||||
Malpractice Insurance [Line Items] | ||||||
Loss contingency insurance policy, deductible | 100,000 | 100,000 | ||||
Loss contingency insurance policy, Maximum Coverage limit | 2,000,000 | 2,000,000 | ||||
Loss contingency insurance policy, Premiums | 7,300,000 | 4,900,000 | ||||
Loss contingency insurance policy, insurance reimbursements | 18,800,000 | |||||
Insurance recoveries | 15,200,000 | 2,500,000 | ||||
Extinguishment of Debt [Line Items] | ||||||
Debt issuance costs and debt discounts premium, net | 23,300,000 | 24,900,000 | ||||
Loss on extinguishment of debt | 13,115,000 | 23,277,000 | $ 0 | |||
Amortization of debt issuance costs | 4,900,000 | 6,700,000 | 500,000 | |||
Property, Plant and Equipment [Line Items] | ||||||
Impairment to goodwill | 0 | 0 | 0 | |||
Income Tax Disclosure [Line Items] | ||||||
Other current liabilities related to employee contributions to the ESPP | $ 10,500,000 | 10,300,000 | ||||
Primary Care Intermediate Holdings, LLC | ||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||
Number of shares of equity interests issued to acquire entity (in shares) | shares | 4,400 | |||||
Minimum | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful life of intangible assets | 1 year | |||||
Maximum | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful life of intangible assets | 20 years | |||||
Non-Controlling Interests | ||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||
Impact of transactions affecting non-controlling interests | $ 41,400,000 | $ 36,516,000 | ||||
Additional Paid-in Capital | ||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||
Impact of transactions affecting non-controlling interests | $ (41,400,000) | (36,516,000) | ||||
Term loan 3 | ||||||
Extinguishment of Debt [Line Items] | ||||||
Extinguishment of debt | $ 400,000,000 | |||||
Loss on extinguishment of debt | 13,100,000 | 23,200,000 | ||||
Medicare risk adjustment | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Accounts receivable | $ 21,100,000 | 7,800,000 | ||||
Primary Care ITC Intermediate Holdings LLC | ||||||
Income Tax Disclosure [Line Items] | ||||||
Percentage of non controlling ownership | 64.90% | |||||
Percentage of controlling ownership | 35.10% | |||||
Primary Care ITC Intermediate Holdings LLC | University Health Care And Its Affiliates | ||||||
Income Tax Disclosure [Line Items] | ||||||
Percentage of non controlling ownership | 62.30% | |||||
Percentage of controlling ownership | 37.70% | |||||
Former Stock Holders Of Jaws And Pipe Investors | ||||||
Income Tax Disclosure [Line Items] | ||||||
Percentage of managing rights | 100.00% | |||||
Leaseholds and Leasehold Improvements | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property plant and equipment useful life | 3 years | |||||
Leaseholds and Leasehold Improvements | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property plant and equipment useful life | 15 years | |||||
Professional and General Liability | ||||||
Malpractice Insurance [Line Items] | ||||||
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 | 300,000 | 100,000 | ||||
Selling, General and Administrative Expenses | ||||||
Schedule of Marketing and Advertising Expense [Line Items] | ||||||
Advertising and marketing expense | $ 19,400,000 | $ 8,700,000 | $ 4,500,000 | |||
Supplier Benchmark | Significant Vendor | Supplier Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 86.00% | 100.00% | 100.00% | |||
Revenue Benchmark | Customer Concentration Risk | Three HMOs | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 59.90% | 69.90% | 60.00% | |||
Revenue Benchmark | Customer Concentration Risk | Two HMO Payors | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 53.60% | 59.30% | 35.40% | |||
Accounts receivable | Customer Concentration Risk | Three HMOs | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 43.30% | 47.90% | 48.80% | |||
Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | shares | 23,000 | 23,000 | ||||
Private Placement Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | shares | 10,530 | 10,530 | ||||
Class A common stock | ||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||
Stock issued during period, acquisitions (in shares) | shares | 4,400 | |||||
Notes Payable | ||||||
Extinguishment of Debt [Line Items] | ||||||
Debt issuance costs and debt discounts premium, net | $ 22,700,000 | $ 18,500,000 | ||||
Prepaid Expenses and Other Current Assets | ||||||
Extinguishment of Debt [Line Items] | ||||||
Debt issuance costs and debt discounts premium, net | 100,000 | 5,800,000 | ||||
Other Assets | ||||||
Extinguishment of Debt [Line Items] | ||||||
Debt issuance costs and debt discounts premium, net | $ 500,000 | $ 600,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Capitated revenue | $ 1,529,120 | $ 796,373 | $ 340,901 |
Fee-for-service and other revenue | 80,249 | 35,203 | 20,483 |
Total revenue | $ 1,609,369 | $ 831,576 | $ 361,384 |
Percentage of capital revenue | 95.00% | 95.80% | 94.30% |
Percentage of fee for service and other revenue | 5.00% | 4.20% | 5.70% |
Total revenue | 100.00% | 100.00% | 100.00% |
Medicare | |||
Disaggregation of Revenue [Line Items] | |||
Capitated revenue | $ 1,334,308 | $ 672,588 | $ 279,788 |
Percentage of capital revenue | 82.90% | 80.90% | 77.40% |
Other capitated revenue | |||
Disaggregation of Revenue [Line Items] | |||
Capitated revenue | $ 194,812 | $ 123,785 | $ 61,113 |
Percentage of capital revenue | 12.10% | 14.90% | 16.90% |
Fee-for-service | |||
Disaggregation of Revenue [Line Items] | |||
Fee-for-service and other revenue | $ 25,383 | $ 9,504 | $ 5,769 |
Percentage of fee for service and other revenue | 1.60% | 1.10% | 1.60% |
Pharmacy | |||
Disaggregation of Revenue [Line Items] | |||
Fee-for-service and other revenue | $ 36,306 | $ 23,079 | $ 12,897 |
Percentage of fee for service and other revenue | 2.30% | 2.80% | 3.60% |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Fee-for-service and other revenue | $ 18,560 | $ 2,620 | $ 1,817 |
Percentage of fee for service and other revenue | 1.10% | 0.30% | 0.50% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Account Receivable Balance (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | $ 133,433 | $ 67,353 |
Accounts receivable | ||
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | 227,889 | 112,799 |
Medicare risk adjustment | ||
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | 21,072 | 7,842 |
Unpaid service provider costs | ||
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | $ (115,528) | $ (53,288) |
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unpaid Service Cost [Roll Forward] | ||
Beginning balance | $ 54,524 | $ 19,968 |
Unpaid service cost incurred in current year | 861,226 | 380,194 |
Unpaid service cost incurred in previous year | 5,494 | 752 |
Total | 866,720 | 380,946 |
Unpaid service cost paid in current year | 732,117 | 325,670 |
Unpaid service cost paid in prior years | 60,018 | 20,720 |
Total | 792,135 | 346,390 |
Ending balance | $ 129,109 | $ 54,524 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Adoption of Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | $ 132,173 | $ 0 | |
Lease liabilities | $ 138,211 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | $ 47,200 | ||
Lease liabilities | $ 49,400 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Jun. 01, 2022 | Jul. 02, 2021 | Jun. 11, 2021 | Jan. 13, 2021 | Jun. 01, 2020 | Jan. 02, 2020 | Sep. 03, 2019 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||||||||
Revenue | $ 1,609,369 | $ 831,576 | $ 361,384 | |||||||||
Net income | (18,020) | |||||||||||
Doctor's Medical Center, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 300,700 | |||||||||||
Revenue | 94,300 | |||||||||||
Net income | 11,900 | |||||||||||
Doctor's Medical Center, LLC | Non-compete | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Non-compete intangibles | $ 1,700 | |||||||||||
Weighted-average amortization period | 5 years | |||||||||||
University Health Care and Its Affiliates | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 538,300 | |||||||||||
Revenue | 188,400 | |||||||||||
Net income | 17,400 | |||||||||||
Business combination, contingent consideration | 9,600 | |||||||||||
Acquired intangibles | 113,237 | |||||||||||
Purchase accounting adjustments | $ 3,200 | |||||||||||
University Health Care and Its Affiliates | Primary Care ITC Intermediate Holdings LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business combination, consideration transferred | $ 607,900 | |||||||||||
Number of shares of equity interests issued to acquire entity (in shares) | 4,100,000 | |||||||||||
University Health Care and Its Affiliates | Non-compete | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Non-compete intangibles | $ 45,191 | |||||||||||
Intangible assets | $ 45,200 | |||||||||||
Weighted-average amortization period | 5 years | |||||||||||
University Health Care and Its Affiliates | Class A common stock | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, equity interest issued value assigned | $ 60,000 | |||||||||||
Number of shares of equity interests issued to acquire entity (in shares) | 4,055,698 | |||||||||||
HP Enterprises II LLC and Related Entities | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 149,300 | |||||||||||
Revenue | 331,500 | 191,100 | ||||||||||
Net income | 41,100 | 17,600 | ||||||||||
Business combination, consideration transferred | 195,400 | |||||||||||
Acquired intangibles | 117,014 | |||||||||||
Payments made for an escrow agent | $ 18,000 | |||||||||||
Other payments to acquire businesses | $ 17,100 | |||||||||||
Business combination, consideration transferred, liabilities incurred | 16,100 | |||||||||||
HP Enterprises II LLC and Related Entities | Forecast | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Other payments to acquire businesses | $ 900 | |||||||||||
HP Enterprises II LLC and Related Entities | Non-compete | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Non-compete intangibles | 1,022 | |||||||||||
Intangible assets | $ 1,000 | |||||||||||
Weighted-average amortization period | 5 years | |||||||||||
HP Enterprises II LLC and Related Entities | Class A-4 Units | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, equity interest issued value assigned | $ 30,000 | |||||||||||
Number of shares of equity interests issued to acquire entity (in shares) | 923,076 | |||||||||||
Primary Care Physicians and Related Entities | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 53,600 | |||||||||||
Revenue | 99,900 | 74,800 | ||||||||||
Net income | 18,700 | 8,600 | ||||||||||
Business combination, consideration transferred | 60,200 | |||||||||||
Acquired intangibles | 43,549 | |||||||||||
Business combination, pay-down of long-term debt | 1,500 | |||||||||||
Pay down of accounts payable and accrued expenses | 1,100 | |||||||||||
Primary Care Physicians and Related Entities | Non-compete | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Non-compete intangibles | 846 | |||||||||||
Intangible assets | $ 800 | |||||||||||
Weighted-average amortization period | 3 years | |||||||||||
Primary Care Physicians and Related Entities | Class A-4 Units | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, equity interest issued value assigned | $ 4,000 | |||||||||||
Number of shares of equity interests issued to acquire entity (in shares) | 123,077 | |||||||||||
Belen Medical Centers, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 63,100 | |||||||||||
Revenue | 78,000 | 80,500 | 25,900 | |||||||||
Net income | 12,300 | $ 20,800 | $ 4,400 | |||||||||
Business combination, consideration transferred | 110,000 | |||||||||||
Acquired intangibles | 40,400 | |||||||||||
Amount withheld | 4,600 | |||||||||||
Business combination, consideration transferred, liabilities incurred | 35,300 | |||||||||||
Belen Medical Centers, LLC | Non-compete | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Non-compete intangibles | 270 | |||||||||||
Intangible assets | $ 300 | |||||||||||
Weighted-average amortization period | 2 years | |||||||||||
Belen Medical Centers, LLC | Brand | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired intangibles | $ 3,400 | |||||||||||
Belen Medical Centers, LLC | Payor relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired intangibles | 37,000 | |||||||||||
Belen Medical Centers, LLC | Class A-4 Units | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, equity interest issued value assigned | $ 7,000 | |||||||||||
Number of shares of equity interests issued to acquire entity (in shares) | 254,545 | |||||||||||
Other acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenue | 25,000 | |||||||||||
Net income | $ 8,000 | |||||||||||
Other acquisitions | Class A common stock | Primary Care ITC Intermediate Holdings LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of shares of equity interests issued to acquire entity (in shares) | 100,000 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Allocation of the Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jul. 02, 2021 | Jun. 11, 2021 | Dec. 31, 2020 | Jun. 01, 2020 | Jan. 02, 2020 | Sep. 03, 2019 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 769,667 | $ 234,328 | |||||
Doctor's Medical Center, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable, net of unpaid service provider costs | $ 6,641 | ||||||
Property and equipment, net | 1,283 | ||||||
Other assets | 142 | ||||||
Favorable leasehold interest | 110 | ||||||
Payor relationships | 115,100 | ||||||
Goodwill | 151,188 | ||||||
Accounts payable and accrued expenses | (1,001) | ||||||
Total purchase price, including non-compete intangibles | 300,663 | ||||||
Doctor's Medical Center, LLC | Non-compete | |||||||
Business Acquisition [Line Items] | |||||||
Non-compete intangibles | 1,700 | ||||||
Doctor's Medical Center, LLC | Trade names | |||||||
Business Acquisition [Line Items] | |||||||
Trade name | $ 25,500 | ||||||
University Health Care And Its Affiliates | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable, net of unpaid service provider costs | $ 2,217 | ||||||
Inventory | 264 | ||||||
Property and equipment, net | 1,636 | ||||||
Acquired intangibles | 113,237 | ||||||
Other assets | 116 | ||||||
Payor relationships | 175,172 | ||||||
Goodwill | 270,245 | ||||||
Accounts payable and accrued expenses | (140) | ||||||
Total purchase price, including non-compete intangibles | 607,938 | ||||||
University Health Care And Its Affiliates | Non-compete | |||||||
Business Acquisition [Line Items] | |||||||
Non-compete intangibles | $ 45,191 | ||||||
HP Enterprises II LLC and Related Entities | |||||||
Business Acquisition [Line Items] | |||||||
Property and equipment, net | $ 2,409 | ||||||
Acquired intangibles | 117,014 | ||||||
Other assets | 87 | ||||||
Goodwill | 74,852 | ||||||
Total purchase price, including non-compete intangibles | 195,384 | ||||||
HP Enterprises II LLC and Related Entities | Non-compete | |||||||
Business Acquisition [Line Items] | |||||||
Non-compete intangibles | $ 1,022 | ||||||
Primary Care Physicians And Related Entities | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 191 | ||||||
Accounts receivable, net of unpaid service provider costs | 486 | ||||||
Inventory | 155 | ||||||
Property and equipment, net | 1,518 | ||||||
Acquired intangibles | 43,549 | ||||||
Goodwill | 13,738 | ||||||
Accounts payable and accrued expenses | (274) | ||||||
Total purchase price, including non-compete intangibles | 60,209 | ||||||
Primary Care Physicians And Related Entities | Non-compete | |||||||
Business Acquisition [Line Items] | |||||||
Non-compete intangibles | $ 846 | ||||||
Belen Medical Centers, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable, net of unpaid service provider costs | $ 321 | ||||||
Property and equipment, net | 942 | ||||||
Acquired intangibles | 40,400 | ||||||
Other assets | 60 | ||||||
Goodwill | 68,019 | ||||||
Total purchase price, including non-compete intangibles | 110,012 | ||||||
Belen Medical Centers, LLC | Non-compete | |||||||
Business Acquisition [Line Items] | |||||||
Non-compete intangibles | $ 270 |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 769,667 | $ 234,328 | |
Acquisitions of subsidiaries, including non-compete intangibles, net of cash acquired | 1,070,307 | 207,625 | $ 83,355 |
All Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 50,979 | 486 | 321 |
Other assets | 2,108 | 433 | 632 |
Property and equipment | 3,582 | 4,011 | 1,220 |
Goodwill | 535,318 | 92,289 | 77,971 |
Intangibles | 637,766 | 162,542 | 52,212 |
Total assets acquired | 1,229,753 | 259,761 | 132,356 |
Amounts due to seller | 49,195 | 16,288 | 39,751 |
Other liabilities | 45,782 | 1,548 | 0 |
Total liabilities assumed | 94,977 | 17,836 | 39,751 |
Net Assets Acquired | 1,134,776 | 241,925 | 92,605 |
Issuance of equity in connection with acquisitions | 64,469 | 34,300 | 9,250 |
Acquisitions of subsidiaries, including non-compete intangibles, net of cash acquired | $ 1,070,307 | $ 207,625 | $ 83,355 |
Business Acquisitions - Summa_3
Business Acquisitions - Summary of Pro Forma Information of the Combined Results of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 1,763,820 | $ 1,241,294 |
Net loss | $ (123,926) | $ (55,341) |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property And Equipment, Net And The Related Useful Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 105,743 | $ 49,229 |
Less: Accumulated depreciation and amortization | (20,482) | (11,103) |
Property and equipment, net | $ 85,261 | 38,126 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 15 years | |
Property and equipment, total | $ 46,283 | 25,021 |
Medical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 16,133 | 8,288 |
Medical equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 3 years | |
Medical equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 12 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 7,403 | 4,900 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 3 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 5 years | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 5 years | |
Property and equipment, total | $ 7,068 | 4,475 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 4,039 | 2,390 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 7 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 24,817 | $ 4,155 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 10.9 | $ 6.7 | $ 2.9 |
Construction in Progress and Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Transactions with related party | $ 7.9 | $ 7.3 | $ 5.5 |
Payor Relationships and Other_3
Payor Relationships and Other Intangibles, Net - Summary of Total Intangible, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 882,925 | $ 245,157 |
Accumulated Amortization | (57,304) | (18,802) |
Total | $ 825,621 | $ 226,355 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 9 years | 9 years |
Gross Carrying Amount | $ 1,409 | $ 1,409 |
Accumulated Amortization | (787) | (630) |
Total | $ 622 | $ 779 |
Brand | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 19 years 3 months 3 days | 18 years 3 months 3 days |
Gross Carrying Amount | $ 183,238 | $ 29,486 |
Accumulated Amortization | (9,037) | (2,171) |
Total | $ 174,201 | $ 27,315 |
Non-compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 4 years 11 months 1 day | 4 years 7 months 9 days |
Gross Carrying Amount | $ 75,794 | $ 7,733 |
Accumulated Amortization | (12,110) | (3,373) |
Total | $ 63,684 | $ 4,360 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 18 years 2 months 26 days | 18 years 6 months 18 days |
Gross Carrying Amount | $ 880 | $ 880 |
Accumulated Amortization | (184) | (135) |
Total | $ 696 | $ 745 |
Payor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 20 years | 20 years |
Gross Carrying Amount | $ 609,362 | $ 201,530 |
Accumulated Amortization | (32,714) | (11,960) |
Total | $ 576,648 | $ 189,570 |
Provider relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 5 years 1 month 13 days | 10 years |
Gross Carrying Amount | $ 12,242 | $ 4,119 |
Accumulated Amortization | (2,472) | (533) |
Total | $ 9,770 | $ 3,586 |
Payor Relationships and Other_4
Payor Relationships and Other Intangibles, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 38.5 | $ 11.8 | $ 3.9 |
Payor Relationships and Other_5
Payor Relationships and Other Intangibles, Net - Summary of Expected Amortization Expense of The Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 59,445 | |
2023 | 57,607 | |
2024 | 55,666 | |
2025 | 54,240 | |
2026 | 47,060 | |
Thereafter | 551,603 | |
Total | $ 825,621 | $ 226,355 |
Leases - Additional Information
Leases - Additional Information (Details) | Dec. 31, 2021 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Finance lease, term of contract | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 10 years |
Leases - Schedule of ROU Assets
Leases - Schedule of ROU Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating leases | $ 132,173 | $ 0 |
Finance leases | 3,854 | |
ROU assets | 136,027 | |
Operating leases | 138,211 | |
Finance leases | 3,476 | |
Lease liabilities | $ 141,687 | |
Property and equipment, net | Property and equipment, net |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 19,732 |
Short-term lease cost | 1,167 |
Variable lease cost | 4,954 |
Finance lease cost | |
Amortization of right-of-use assets | 1,253 |
Interest on lease liabilities | 221 |
Total finance lease cost | $ 1,474 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from finance leases | $ 221 |
Operating cash flows from operating leases | 16,278 |
Financing cash flows from finance leases | 1,378 |
Operating cash flows from operating leases | |
Operating leases | 98,742 |
Finance leases | $ 2,461 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information (Details) | Dec. 31, 2021 |
Leases [Abstract] | |
Weighted average remaining lease term - Finance | 3 years 1 month 6 days |
Weighted average remaining lease term - Operating | 7 years 10 months 24 days |
Weighted average discount rate - Finance | 6.91% |
Weighted average discount rate - Operating | 5.92% |
Leases - Schedule of Lease Matu
Leases - Schedule of Lease Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating | |
2022 | $ 23,051 |
2023 | 24,577 |
2024 | 22,561 |
2025 | 20,489 |
2026 | 18,424 |
Thereafter | 67,569 |
Total minimum lease payments | 176,671 |
Less: amount representing interest | (38,460) |
Lease liabilities | 138,211 |
Finance | |
2022 | 1,485 |
2023 | 1,078 |
2024 | 797 |
2025 | 364 |
2026 | 107 |
Thereafter | 0 |
Total minimum lease payments | 3,831 |
Less: amount representing interest | (355) |
Lease liabilities | 3,476 |
Total | |
2022 | 24,536 |
2023 | 25,655 |
2024 | 23,358 |
2025 | 20,853 |
2026 | 18,531 |
Thereafter | 67,569 |
Total minimum lease payments | 180,502 |
Less: amount representing interest | (38,815) |
Lease liabilities | $ 141,687 |
Leases - Schedule of Minimum Fu
Leases - Schedule of Minimum Future Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating | ||
2021 | $ 10,566 | |
2022 | 11,075 | |
2023 | 9,772 | |
2024 | 8,158 | |
2025 | 6,641 | |
Thereafter | 20,721 | |
Total minimum lease payments | 66,933 | |
Less: amount representing interest | 0 | |
Lease liabilities | 66,933 | |
Capital | ||
2021 | 1,038 | |
2022 | 919 | |
2023 | 586 | |
2024 | 271 | |
2025 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 2,814 | |
Less: amount representing interest | (358) | |
Lease liabilities | 2,456 | |
Total | ||
2021 | 11,604 | |
2022 | 11,994 | |
2023 | 10,358 | |
2024 | 8,429 | |
2025 | 6,641 | |
Thereafter | 20,721 | |
Total minimum lease payments | 69,747 | |
Less: amount representing interest | (358) | |
Lease liabilities | 69,389 | |
Rent expenses | $ 11,600 | $ 6,100 |
Equipment Loans - Summary of Eq
Equipment Loans - Summary of Equipment loans (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total | $ 944,432 | |
Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Total | 1,839 | $ 1,187 |
Less: current portion | (510) | (314) |
Total equipment loans, net of current portion | $ 1,329 | 873 |
Notes payable bearing interest at 17.2%: due July 2022, secured by certain property and equipment | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Interest rate | 17.20% | |
Total | $ 20 | 51 |
Notes payable bearing interest at 8.8%; due May 2023, secured by certain property and equipment | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.80% | |
Total | $ 35 | 58 |
Notes payable bearing interest at 12.5%, 12.8%, and 11.0%; all due June 2023, all secured by certain property and equipment | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Total | $ 52 | 82 |
Note Payable Bearing Interest At 12.5% Due June 2023 | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Interest rate | 12.50% | |
Note Payable Bearing Interest At 12.8% Due June 2023 | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Interest rate | 12.80% | |
Note Payable Bearing Interest At 11.0% Due June 2023 | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Interest rate | 11.00% | |
Notes payable bearing interest at 7.2%; due April 2025, secured by certain property and equipment | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Interest rate | 7.20% | |
Total | $ 73 | 92 |
Notes payable bearing interest at 4.2%; due December 2024, secured by certain property and equipment | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.20% | |
Total | $ 693 | 904 |
Notes payable bearing interest at 3.4%; due September 2026, secured by certain property and equipment | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.40% | |
Total | $ 966 | $ 0 |
Contract Liabilities - Addition
Contract Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change In Contract With Customer Liability [Line Items] | |||
Contract liabilities | $ 6,059 | $ 5,265 | $ 0 |
Revenues recognized from current period increases | 1,506 | ||
Humana Affiliate Provider | |||
Change In Contract With Customer Liability [Line Items] | |||
Contract liabilities | 6,100 | 5,300 | |
Revenues recognized from current period increases | $ 1,500 | $ 200 |
Contract Liabilities - Summary
Contract Liabilities - Summary of Significant Changes In The Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract with Customer, Liability [Roll Forward] | ||
Balance | $ 5,265 | $ 0 |
Increases due to amounts collected | 2,300 | 5,450 |
Revenues recognized from current period increases | (185) | |
Revenues recognized from current period increases | (1,506) | |
Balance | $ 6,059 | $ 5,265 |
Contract Liabilities - Revenue,
Contract Liabilities - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 6,059 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,815 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,940 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,755 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 424 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 125 |
Revenue, remaining performance obligation, period | 1 year |
Long-Term Debt - Schedule of No
Long-Term Debt - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: Current portion of notes payable | $ (6,493) | $ (4,800) |
Long-term debt, gross | 937,939 | 475,200 |
Less: debt issuance costs | (22,673) | (18,455) |
Notes payable, net of current portion and debt issuance costs | 915,266 | 456,745 |
Term loan 3 | ||
Debt Instrument [Line Items] | ||
Term loans | 644,432 | 480,000 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior Notes | 300,000 | $ 0 |
Less: debt issuance costs | $ (6,800) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands | Jan. 14, 2022 | Sep. 30, 2021 | Jul. 02, 2021 | Jun. 03, 2021 | Nov. 23, 2020 | Jun. 01, 2020 | Mar. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 10, 2021 | Jun. 11, 2021 |
Debt Instrument [Line Items] | ||||||||||||
Change in fair value of embedded derivative | $ 0 | $ (12,764) | $ 0 | |||||||||
Interest paid | 41,844 | 22,615 | 8,690 | |||||||||
Loss on extinguishment of debt | 13,115 | 23,277 | 0 | |||||||||
Debt issuance fees | 22,673 | 18,455 | ||||||||||
Debt issuance costs and debt discounts premium, net | 23,300 | 24,900 | ||||||||||
Interest expenses | 51,291 | 34,002 | 10,163 | |||||||||
Amortization of debt issuance costs | 4,900 | 6,700 | $ 500 | |||||||||
Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance costs and debt discounts premium, net | 22,700 | 18,500 | ||||||||||
Term loan 3 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Extinguishment of debt | 400,000 | |||||||||||
Interest paid | 700 | |||||||||||
Loss on extinguishment of debt | 13,100 | |||||||||||
Revolving Credit Facility | New Credit Suisse Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, remaining borrowing capacity | 119,100 | 30,000 | ||||||||||
Line of credit | 0 | 0 | ||||||||||
Revolving Credit Facility | New Credit Suisse Agreement | Letter of Credit | Third Party One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit | $ 900 | |||||||||||
Revolving Credit Facility | New Credit Suisse Agreement | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 4.50% | |||||||||||
Debt instrument, floor rate | 0.75% | |||||||||||
Initial Term Loan And Each Delayed Draw Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of principal payment outstanding | 0.25% | |||||||||||
Initial Term Loan And Delayed Draw Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
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 | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of amount determining mandatory prepayment | 50.00% | |||||||||||
Initial Term Loan And Delayed Draw Term Loan | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of amount determining mandatory prepayment | 0.00% | |||||||||||
Initial Term Loan And Delayed Draw Term Loan | Received Individually | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from disposition of assets used in prepayment of credit agreement in fiscal year | $ 3,000 | |||||||||||
Initial Term Loan And Delayed Draw Term Loan | Received In Aggregate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from disposition of assets used in prepayment of credit agreement in aggregate | $ 10,000 | |||||||||||
Prepayment of credit agreement in aggregate, period | 18 months | |||||||||||
Initial Term Loan And Delayed Draw Term Loan | Proceeds Received From The Issuance of Indebtedness | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of amount to net proceed, Determining mandatory prepayment | 100.00% | |||||||||||
Term Loan Three And Delayed Draw Term Commitments | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt, bearing fixed interest rate | 5.25% | |||||||||||
Initial Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument interest rate | 5.74% | |||||||||||
Term Loan 1 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument interest rate | 7.50% | |||||||||||
Debt instrument, frequency of payments | quarterly | |||||||||||
Debt instrument, periodic payment, recurring escalation period | 2 years | |||||||||||
Term Loan 2 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, frequency of payments | quarterly | |||||||||||
Debt instrument, face amount | $ 130,000 | |||||||||||
Debt instrument, interest rate stated percentage | 5.00% | |||||||||||
Discount rate, period | 3 days | |||||||||||
Discount rate | 0.50% | |||||||||||
Embedded derivative fair value | $ 51,300 | |||||||||||
Change in fair value of embedded derivative | 12,800 | |||||||||||
Term Loan 2 | Payment in Kind (PIK) Note | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate stated percentage | 11.50% | |||||||||||
Credit Agreement | Credit Suisse AG | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit agreement, maximum amount | $ 685,000 | |||||||||||
Credit Agreement | Initial Term Loan And Term Loan Three | Credit Suisse AG | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | 480,000 | |||||||||||
Credit Agreement | Delayed Draw Term Loans | Credit Suisse AG | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit agreement, maximum amount | $ 175,000 | |||||||||||
Eurodollar Borrowings | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 4.75% | 4.50% | ||||||||||
Eurodollar Borrowings | Basis Spread Determined Based On Credit Rating | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 4.25% | |||||||||||
Eurodollar Borrowings | Initial Term Loan And Delayed Draw Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||||||||
Term loan 3 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Extinguishment of debt | $ 400,000 | |||||||||||
Loss on extinguishment of debt | $ 13,100 | $ 23,200 | ||||||||||
Term loan 3 | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit agreement, maximum amount | $ 120,000 | |||||||||||
Line of credit facility, additional borrowing capacity | $ 30,000 | $ 60,000 | ||||||||||
Term loan 4 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 295,000 | |||||||||||
Term loan 5 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | 100,000 | |||||||||||
Bridge Loan Agreement | Bridge Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument interest rate | 6.65% | |||||||||||
Debt instrument, face amount | $ 250,000 | |||||||||||
Interest paid | 4,200 | |||||||||||
Debt issuance fees | 3,500 | |||||||||||
Repayments of debt | $ 250,000 | |||||||||||
Bridge Loan Agreement | London Interbank Offered Rate (LIBOR) | Bridge Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 6.50% | |||||||||||
Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument interest rate | 6.65% | |||||||||||
Debt instrument, interest rate stated percentage | 6.25% | |||||||||||
Debt issuance fees | $ 6,800 | |||||||||||
Proceeds from the issuance of the Senior Notes | $ 300,000 | |||||||||||
Percentage of principal amount redeemed with net cash proceeds of certain equity offerings | 40.00% | |||||||||||
Redemption price percentage | 106.25% | |||||||||||
Senior Notes | Prior to October 1, 2024 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of principal amount redeemed with net cash proceeds of certain equity offerings | 100.00% | |||||||||||
Senior Notes | Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance costs and debt discounts premium, net | $ 600 | |||||||||||
Senior Notes | Maximum | On or after October 1, 2024 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of principal amount redeemed with net cash proceeds of certain equity offerings | 103.13% | |||||||||||
Senior Notes | Minimum | On or after October 1, 2024 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of principal amount redeemed with net cash proceeds of certain equity offerings | 100.00% | |||||||||||
New Term Loan | Revolving Credit Facility | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, remaining borrowing capacity | $ 644,400 | |||||||||||
Debt instrument, basis spread on variable rate | 4.00% | |||||||||||
Debt instrument, floor rate | 0.50% | |||||||||||
New Term Loan | Revolving Credit Facility | Basis Spread Determined Based On Credit Rating | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 3.75% |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 6,493 |
2023 | 6,493 |
2024 | 6,493 |
2025 | 6,493 |
2026 | 6,493 |
Thereafter | 911,967 |
Total | $ 944,432 |
Due to Sellers - Additional Inf
Due to Sellers - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Due to Sellers [Line Items] | |||
Due to sellers current and non current | $ 25,900 | $ 41,100 | |
Employment Agreements With Sellers | |||
Due to Sellers [Line Items] | |||
Due to sellers | 17,400 | 34,500 | |
Total bonus owed to sellers | 8,500 | 6,600 | |
Total bonus charges to sellers | $ 7,600 | $ 9,300 | $ 6,100 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | Aug. 11, 2021USD ($)tradingDay | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 03, 2021shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value, liability, recurring basis, level two debt | $ 945,000 | $ 474,000 | |||
Escrow shares issued (in shares) | shares | 352,972,546 | ||||
Business acquisition, equity interest issued value assigned | $ 30,000 | ||||
Threshold consecutive trading days | tradingDay | 20 | ||||
Change in fair value of embedded derivative | $ 0 | (12,764) | $ 0 | ||
Decrease in fair value of warrant liabilities | $ (82,914) | 0 | 0 | ||
Minimum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Earned share percentage | 0.00% | ||||
Maximum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Earned share percentage | 100.00% | ||||
Contingent Shares Issued in Connection with Acquisitions | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Escrow shares issued (in shares) | shares | 2,720,966 | ||||
Term Loan 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Change in fair value of embedded derivative | 12,800 | ||||
Public Warrants | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants outstanding (in shares) | shares | 23,000,000 | 23,000,000 | |||
Decrease in fair value of warrant liabilities | $ 56,600 | ||||
Private Placement Warrants | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants outstanding (in shares) | shares | 10,530,000 | 10,530,000 | |||
Decrease in fair value of warrant liabilities | $ 26,300 | ||||
Contingent Consideration | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Decrease in fair value | $ 11,680 | $ (65) | $ (2,845) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Quantitative Information Regarding Level 3 Fair Value Measurements Embedded Derivative Liability (Details) - Embedded Derivative Liability - Level 3 | Nov. 23, 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 | |
Probability of issuance of debt | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1 | 0.05 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.35 | 0.39 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Warrant Liability (Details) - Warrant Liabilities - Level 3 | Dec. 31, 2021yr | Jun. 03, 2021yr |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 8.91 | 14.75 |
Term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.4 | 5 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.371 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.012 | 0.008 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Public warrant price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 2.39 | 4.85 |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 118,567 | $ 5,172 |
Carrying Value | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 38,423 | 5,172 |
Carrying Value | Public Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 54,970 | |
Carrying Value | Private Placement Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 25,174 | |
Estimate of Fair Value Measurement | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 54,970 | 0 |
Estimate of Fair Value Measurement | Level 1 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Estimate of Fair Value Measurement | Level 1 | Public Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 54,970 | |
Estimate of Fair Value Measurement | Level 1 | Private Placement Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | |
Estimate of Fair Value Measurement | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Estimate of Fair Value Measurement | Level 2 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Estimate of Fair Value Measurement | Level 2 | Public Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | |
Estimate of Fair Value Measurement | Level 2 | Private Placement Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | |
Estimate of Fair Value Measurement | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 63,597 | 5,172 |
Estimate of Fair Value Measurement | Level 3 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 38,423 | $ 5,172 |
Estimate of Fair Value Measurement | Level 3 | Public Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | |
Estimate of Fair Value Measurement | Level 3 | Private Placement Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 25,174 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured At Fair Value Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | $ 5,172 | $ 23,429 | $ 20,584 |
Embedded derivative recognized under Term Loan 2 | 0 | 51,328 | 0 |
Embedded derivative derecognized due to extinguishment of Term Loan 2 | 0 | (64,092) | 0 |
Contingent consideration recognized due to acquisitions | 47,900 | 2,695 | 0 |
Warrants acquired in the Business Combination | 163,058 | 0 | 0 |
Contingent consideration reclassified to due to seller | (756) | (16,059) | 0 |
Contingent consideration settled through equity | 0 | (1,958) | 0 |
Contingent consideration payments | (2,213) | (3,000) | 0 |
Ending Balance | 118,567 | 5,172 | 23,429 |
Embedded Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value adjustments | 0 | 12,764 | 0 |
Contingent Consideration | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value adjustments | (11,680) | 65 | 2,845 |
Warrant Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value adjustments | $ (82,914) | $ 0 | $ 0 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Aggregated VIE Assets and Liabilities and Performance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||
Total Assets | $ 2,143,539 | $ 614,190 | |
Total Liabilities | 1,344,971 | 564,565 | |
Total revenue | 1,609,369 | 831,576 | $ 361,384 |
Operating expenses: | |||
Selling, general and administrative expenses | 252,133 | 103,962 | 59,148 |
Depreciation and amortization expense | 49,441 | 18,499 | 6,822 |
Total operating expenses | 1,744,556 | 831,816 | 371,070 |
Net loss | (135,187) | (240) | (9,686) |
Variable Interest Entity, Primary Beneficiary | Physicians Groups | |||
Variable Interest Entity [Line Items] | |||
Total Assets | 80,445 | 8,182 | |
Total Liabilities | 59,988 | 12,371 | |
Total revenue | 24,145 | 227 | 0 |
Operating expenses: | |||
Third-party medical costs | 13,133 | 0 | 0 |
Direct patient expense | 9,493 | 3,109 | 0 |
Selling, general and administrative expenses | 23,895 | 1,020 | 0 |
Depreciation and amortization expense | 1,405 | 188 | 0 |
Total operating expenses | 47,926 | 4,317 | 0 |
Net loss | $ (23,781) | $ (4,090) | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Oct. 01, 2021USD ($) | Dec. 17, 2020USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)executive | Aug. 24, 2018USD ($) | May 25, 2018USD ($) | Apr. 23, 2018USD ($) |
Related Party Transaction [Line Items] | ||||||||||
Operating lease expenses | $ 664,000 | $ 0 | $ 0 | |||||||
Number of executives obtaining shares in repurchase of equity | executive | 2 | |||||||||
First Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||
Debt instrument, interest rate stated percentage | 2.80% | |||||||||
Second Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face amount | $ 500,000 | |||||||||
Debt instrument, interest rate stated percentage | 2.80% | |||||||||
ITC Holdings | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease expenses | 2,800,000 | 2,700,000 | 1,400,000 | |||||||
Payments for repurchase of equity | $ 400,000 | |||||||||
Dental Excellence Partners, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, interest rate stated percentage | 7.00% | |||||||||
Related party advance due amount | $ 4,500,000 | |||||||||
Interest and fee income, loans and leases | 300,000 | 300,000 | ||||||||
Allowance for loan and lease losses, write-offs | $ 500,000 | |||||||||
Advisory Services Agreement | In Tandem Capital Partners, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | $ 300,000 | |||||||||
Percentage of EBITDA for the prior calendar year | 2.00% | |||||||||
Related party transaction, amounts of transaction | 2,300,000 | 6,300,000 | 2,800,000 | |||||||
Advisory Services Agreement | Dental Excellence Partners, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Allowance for loan and lease losses, write-offs | 400,000 | |||||||||
Administrative Service Agreement | Dental Excellence Partners, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | 4,600,000 | 2,400,000 | 1,800,000 | |||||||
Administrative Service Agreement | Dental Excellence Partners, LLC | Fee For Service and Other Revenues | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Revenue from related parties | 400,000 | 600,000 | 600,000 | |||||||
Dental Service Agreement | Care Dental Group, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction, amounts of transaction | 300,000 | 700,000 | 300,000 | |||||||
Related party transaction, fees per | 15 | |||||||||
Humana Relationships | Humana | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | 0 | |||||||||
Debt instrument, face amount | 60,000,000 | |||||||||
Deferred rent credit | 13,500,000 | |||||||||
Operating lease expenses | 500,000 | $ 200,000 | ||||||||
Humana Relationships | Humana | Minimum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, interest rate stated percentage | 8.00% | |||||||||
Humana Relationships | Humana | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, interest rate stated percentage | 10.00% | |||||||||
Humana Relationships | Humana | Thirdparty Medical Costs | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | 249,800,000 | $ 175,400,000 | ||||||||
Revenue from related parties | 308,300,000 | 235,500,000 | ||||||||
General Contractor Agreements | Chief Executive Officer | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction, amounts of transaction | 7,900,000 | 7,300,000 | 5,500,000 | |||||||
Other Service Provided | Chief Executive Officer | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction, amounts of transaction | $ 1,300,000 | $ 600,000 | $ 600,000 | |||||||
Other Service Provided | Dental Excellence Partners, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Allowance for loan and lease losses, write-offs | $ 100,000 | |||||||||
Asset Purchase Agreement | Aguilar Medcare Associates | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchase price of asset acquisition | $ 3,000,000 | |||||||||
Asset Purchase Agreement | Aguilar Medcare Associates | Dr. Richard Aguilar | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Issuance of equity in connection with acquisitions | $ 1,500,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ in Millions | Jun. 03, 2021USD ($)dshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 02, 2021shares |
Market Condition Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options granted (in shares) | shares | 12,800,000 | 12,831,184,000 | |||
Common stock threshold consecutive trading days | d | 20 | ||||
Percentage of vesting awards during period | 50.00% | ||||
Unrecognized compensation cost | $ | $ 42 | ||||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 3 years 3 months 18 days | ||||
Grant date | Jun. 3, 2021 | ||||
End date of performance period | Jun. 3, 2024 | ||||
Remaining service period | 2 years 4 months 24 days | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation expense | $ | $ 23.5 | $ 0.5 | $ 0.2 | ||
Unrecognized compensation expenses | $ | $ 62.5 | ||||
Employee | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
RSU granted (in shares) | shares | 5,188,722 | ||||
Vesting period | 4 years | ||||
2017 Profits Interest Units Plan | Profit Interest Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation expense | $ | $ 1 | ||||
2021 Stock Option and Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | shares | 52,000,000 | ||||
2021 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation expense | $ | $ 4.5 | ||||
Number of shares authorized (in shares) | shares | 4,700,000 | ||||
Cumulatively increase of common stock reserved and available for issuance (in shares) | shares | 15,000,000 | ||||
Percentage of cumulative increase of common stock capital shares reserved for future issuance over common stock issued and outstanding | 1.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value of Stock Options Granted Using Monte-Carlo Model (Details) | Jun. 03, 2021$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Closing Cano share price as of valuation date | $ 18 |
Market Condition Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Closing Cano share price as of valuation date | $ 14.75 |
Risk-free interest rate minimum | 1.68% |
Risk-free interest rate maximum | 2.00% |
Expected volatility | 45.00% |
Expected dividend yield | 0.00% |
Expected cost of equity | 9.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity of Unvested Market Condition Awards Granted (Details) - Market Condition Awards - $ / shares | Jun. 03, 2021 | Dec. 31, 2021 |
Shares | ||
Beginning Balance (in shares) | 0 | |
Granted (in shares) | 12,800,000 | 12,831,184,000 |
Vested (in shares) | 0 | |
Forfeitures (in shares) | (127,486,000) | |
Ending Balance (in shares) | 12,703,698,000 | |
Weighted Average Grant Date Fair Value | ||
Beginning Balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 4.23 | |
Vested (in dollars per share) | 0 | |
Forfeitures (in dollars per share) | 4.23 | |
Ending Balance (in dollars per share) | $ 4.23 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Unvested Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 5,188,722,000 |
Vested (in shares) | shares | 0 |
Forfeitures (in shares) | shares | (21,200,000) |
Ending balance (in shares) | shares | 5,167,522,000 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 14.20 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeitures (in dollars per share) | $ / shares | 14.75 |
Ending balance (in dollars per share) | $ / shares | $ 14.20 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Nov. 01, 2020USD ($) |
Prime Vendor Agreement PVA | |
Loss Contingencies [Line Items] | |
Notice of termination, period | 90 days |
Purchase obligation | $ 0.8 |
New Agreement | |
Loss Contingencies [Line Items] | |
Purchase obligation | $ 0.6 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Jurisdictional earnings: | |||
U.S. losses | $ (113,837) | $ (72,128) | |
Foreign income (losses) | (2,886) | 1,715 | |
Net income (loss) before income tax expense (benefit) | (116,723) | (70,413) | $ (19,780) |
Current: | |||
U.S. Federal | 0 | 0 | |
U.S. State and local | (2) | 63 | |
Foreign | 79 | 525 | |
Total current tax expense | 77 | 588 | |
Deferred: | |||
U.S. Federal | 0 | 0 | |
U.S. State and local | 0 | 0 | |
Foreign | (63) | 63 | |
Total deferred tax (benefit) expense | (63) | 63 | |
Total tax expense | $ 14 | $ 651 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Pass-through income (loss) | $ 315,218 | $ 0 |
Stock compensation expense | 4,761 | 0 |
Interest expense carryforward | 3,215 | 0 |
Other | 323 | 244 |
Net operating loss | 12,762 | 0 |
Total gross deferred tax | 336,279 | 244 |
Valuation allowance | (336,279) | (244) |
Net deferred tax assets | 0 | 0 |
Deferred tax liabilities | ||
Unremitted earnings | 0 | (63) |
Deferred tax liability, net | $ 0 | $ (63) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Jun. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Examination [Line Items] | |||
Effective tax rate | 0.01% | 0.89% | |
Unrecognized tax benefits | $ 0 | ||
Tax Receivable Agreement, percent of tax savings | 85.00% | ||
Federal | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | 47 | ||
State | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | 0 | ||
Foreign | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at statutory rate | 21.00% | 21.00% |
Permanent items | 13.57% | 0.00% |
Net income attributable to noncontrolling interest | (16.09%) | (21.50%) |
State benefit, net of federal benefit | 2.10% | 0.00% |
Valuation allowance | (21.57%) | (0.33%) |
Foreign rate differential | 0.93% | 0.00% |
Other, net | 0.05% | (0.06%) |
Total tax expense | (0.01%) | (0.89%) |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss | $ (116,737) | $ (71,064) | $ (19,780) |
Less: net loss attributable to non-controlling interests | (98,717) | ||
Net loss attributable to Class A common stockholders | (18,020) | ||
Dilutive effect of warrants on net income to Class A common stockholders | (30,181) | ||
Dilutive effect of Class B common stock | (86,334) | ||
Net loss attributable to Class A common stockholders - Diluted | $ (134,535) | ||
Dilutive effect of warrants on net income to Class A common stockholders | |||
Weighted average common stock outstanding - basic (in shares) | 170,507,194 | ||
Net loss per share - basic (in dollars per share) | $ (0.11) | ||
Dilutive effect of warrants on weighted average common stock outstanding (in shares) | 224,920 | ||
Dilutive effect of Class B common stock on weighted average common stock outstanding (in shares) | 304,965,111 | ||
Weighted average common stock outstanding - diluted (in shares) | 475,697,225 | ||
Net loss per share - diluted (in dollars per share) | $ (0.28) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Details) $ in Millions | Aug. 11, 2021USD ($)tradingDay | Dec. 31, 2021shares |
Business Acquisition [Line Items] | ||
Escrow shares issued (in shares) | 352,972,546 | |
Business acquisition, equity interest issued value assigned | $ | $ 30 | |
Threshold consecutive trading days | tradingDay | 20 | |
Contingent Shares Issued in Connection with Acquisitions | ||
Business Acquisition [Line Items] | ||
Escrow shares issued (in shares) | 2,720,966 |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Summary of Diluted Net Loss Per Share (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Escrow shares issued (in shares) | 352,972,546 |
Class B common stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Escrow shares issued (in shares) | 297,385,981 |
Restricted Stock Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Escrow shares issued (in shares) | 5,167,522 |
Stock Options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Escrow shares issued (in shares) | 12,703,698 |
Contingent Shares Issued in Connection with Acquisitions | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Escrow shares issued (in shares) | 2,720,966 |
ESPP Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Escrow shares issued (in shares) | 1,461,087 |
Public Warrants | Warrant | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Escrow shares issued (in shares) | 22,999,959 |
Private Placement Warrants | Warrant | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Escrow shares issued (in shares) | 10,533,333 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021reporting_segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reclassification [Line Items] | ||||||||
Revenue | $ 1,609,369 | $ 831,576 | $ 361,384 | |||||
Operating expenses | 1,744,556 | 831,816 | 371,070 | |||||
Loss from operations | (135,187) | (240) | (9,686) | |||||
Total other income (expenses) | 18,464 | (70,173) | (10,094) | |||||
Net income (loss) before income tax expense (benefit) | (116,723) | (70,413) | (19,780) | |||||
Income tax (benefit) expense | (14) | (651) | 0 | |||||
Net income (loss) | $ (116,737) | $ (71,064) | $ (19,780) | |||||
Net loss per share - basic (in dollars per share) | $ (0.11) | |||||||
Net loss per share - diluted (in dollars per share) | $ (0.28) | |||||||
As Restated | ||||||||
Reclassification [Line Items] | ||||||||
Revenue | $ 498,931 | $ 343,581 | $ 274,602 | |||||
Operating expenses | 532,523 | 398,145 | 279,377 | |||||
Loss from operations | (33,592) | (54,564) | (4,775) | |||||
Total other income (expenses) | (30,701) | 16,252 | (10,625) | |||||
Net income (loss) before income tax expense (benefit) | (64,293) | (38,312) | (15,400) | |||||
Income tax (benefit) expense | (547) | 2,023 | (714) | |||||
Net income (loss) | $ (64,840) | $ (36,289) | (16,114) | |||||
Net loss per share - basic (in dollars per share) | $ (0.14) | $ 0.03 | $ 0.03 | $ (0.11) | ||||
Net loss per share - diluted (in dollars per share) | $ (0.14) | $ (0.06) | $ (0.06) | $ (0.16) | ||||
Adjustments | ||||||||
Reclassification [Line Items] | ||||||||
Revenue | $ 0 | $ 0 | 0 | |||||
Operating expenses | 791 | 250 | 197 | |||||
Loss from operations | (791) | (250) | (197) | |||||
Total other income (expenses) | 6 | 2 | (9) | |||||
Net income (loss) before income tax expense (benefit) | (785) | (248) | (206) | |||||
Income tax (benefit) expense | 0 | 0 | 0 | |||||
Net income (loss) | (785) | (248) | (206) | |||||
As Restated and Adjusted | ||||||||
Reclassification [Line Items] | ||||||||
Revenue | 498,931 | 343,581 | 274,602 | |||||
Operating expenses | 533,314 | 398,395 | 279,574 | |||||
Loss from operations | (34,383) | (54,814) | (4,972) | |||||
Total other income (expenses) | (30,695) | 16,254 | (10,634) | |||||
Net income (loss) before income tax expense (benefit) | (65,078) | (38,560) | (15,606) | |||||
Income tax (benefit) expense | (547) | 2,023 | (714) | |||||
Net income (loss) | $ (65,625) | $ (36,537) | $ (16,320) | |||||
Net loss per share - basic (in dollars per share) | $ (0.14) | $ 0.03 | ||||||
Net loss per share - diluted (in dollars per share) | $ (0.14) | $ (0.06) |
Restatement (Unaudited) - Conso
Restatement (Unaudited) - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||||||
Cash, cash equivalents and restricted cash | $ 163,170 | $ 33,807 | $ 29,192 | $ 3,403 | |||
Accounts receivable | 133,433 | 67,353 | |||||
Inventory | 1,107 | 922 | |||||
Prepaid expenses and other current assets | 19,525 | 8,937 | |||||
Total current assets | 317,235 | 111,019 | |||||
Property and equipment, net | 85,261 | 38,126 | |||||
Goodwill | 769,667 | 234,328 | |||||
Payor relationships, net | 576,648 | 189,570 | |||||
Other intangibles, net | 248,973 | 36,785 | |||||
Other assets | 13,582 | 4,362 | |||||
Total assets | 2,143,539 | 614,190 | |||||
Current liabilities: | |||||||
Current portion of notes payable | 6,493 | 4,800 | |||||
Current portion of equipment loans | 510 | 314 | |||||
Current portion of finance lease liabilities | 1,295 | 876 | |||||
Current portion of contingent consideration | 3,123 | 0 | |||||
Accounts payable and accrued expenses | 72,772 | 31,370 | |||||
Deferred revenue | 1,815 | 988 | |||||
Current portions due to sellers | 25,414 | 26,554 | |||||
Current portion of operating lease liabilities | 15,275 | 0 | |||||
Other current liabilities | 34,339 | 2,278 | |||||
Total current liabilities | 161,036 | 67,180 | |||||
Notes payable, net of current portion and debt issuance costs | 915,266 | 456,745 | |||||
Warrant liabilities | 80,144 | 0 | |||||
Equipment loans, net of current portion | 1,329 | 873 | |||||
Long term portion of finance lease liabilities | 2,181 | 1,580 | |||||
Deferred revenue, net of current portion | 4,244 | 4,277 | |||||
Due to sellers, net of current portion | 479 | 13,976 | |||||
Contingent consideration | 35,300 | 5,172 | |||||
Other liabilities | 22,057 | 14,762 | |||||
Total liabilities | 1,344,971 | 564,565 | |||||
Stockholders’ Equity / Members' Capital | |||||||
Members' capital | 0 | 157,591 | |||||
Additional paid-in capital | 397,443 | 0 | |||||
Accumulated deficit | (78,760) | (107,832) | |||||
Notes receivable, related parties | 0 | (134) | |||||
Total Stockholders' Equity / Members’ Capital attributable to Class A common stockholders | 318,731 | 49,625 | |||||
Non-controlling interests | 479,837 | 0 | |||||
Total Stockholders' Equity / Members’ Capital | 798,568 | 49,625 | 86,834 | 37,770 | |||
Total Liabilities and Stockholders' Equity / Members’ Capital | 2,143,539 | 614,190 | |||||
Class A common stock | |||||||
Stockholders’ Equity / Members' Capital | |||||||
Common stock | 18 | 0 | |||||
Class B common stock | |||||||
Stockholders’ Equity / Members' Capital | |||||||
Common stock | $ 30 | 0 | |||||
As Previously Reported | |||||||
Current assets: | |||||||
Cash, cash equivalents and restricted cash | $ 208,913 | $ 319,277 | $ 6,602 | 33,807 | $ 29,192 | $ 3,403 | |
Accounts receivable | 223,644 | 131,831 | 88,007 | 76,709 | |||
Inventory | 1,777 | 1,176 | 1,023 | 922 | |||
Prepaid expenses and other current assets | 30,788 | 20,105 | 15,383 | 8,937 | |||
Total current assets | 465,122 | 472,389 | 111,015 | 120,375 | |||
Property and equipment, net | 64,156 | 46,358 | 40,247 | 38,126 | |||
Goodwill | 765,511 | 546,312 | 235,127 | 234,328 | |||
Payor relationships, net | 584,265 | 395,185 | 187,051 | 189,570 | |||
Other intangibles, net | 256,327 | 194,315 | 35,778 | 36,785 | |||
Other assets | 4,703 | 4,654 | 7,522 | 4,362 | |||
Total assets | 2,140,084 | 1,659,213 | 616,740 | 623,546 | |||
Current liabilities: | |||||||
Current portion of notes payable | 6,493 | 5,488 | 4,800 | 4,800 | |||
Current portion of equipment loans | 513 | 324 | 319 | 314 | |||
Current portion of finance lease liabilities | 1,006 | 978 | 973 | 876 | |||
Current portion of contingent consideration | 8,406 | 12,347 | 3,046 | 0 | |||
Accounts payable and accrued expenses | 76,654 | 46,465 | 39,870 | 33,180 | |||
Deferred revenue | 1,815 | 1,313 | 1,313 | 988 | |||
Current portions due to sellers | 24,687 | 22,020 | 34,798 | 27,129 | |||
Current portion of operating lease liabilities | 0 | ||||||
Other current liabilities | 20,000 | 3,734 | 1,951 | 1,333 | |||
Total current liabilities | 139,574 | 92,669 | 87,070 | 68,620 | |||
Notes payable, net of current portion and debt issuance costs | 916,111 | 525,830 | 456,102 | 456,745 | |||
Warrant liabilities | 138,493 | 123,843 | 0 | ||||
Equipment loans, net of current portion | 1,454 | 891 | 791 | 873 | |||
Long term portion of finance lease liabilities | 1,559 | 1,667 | 1,871 | 1,580 | |||
Deferred rent | 5,387 | 4,868 | 3,599 | ||||
Deferred revenue, net of current portion | 4,698 | 4,623 | 4,951 | 4,277 | |||
Due to sellers, net of current portion | 170 | 0 | 0 | 13,976 | |||
Contingent consideration | 38,300 | 0 | 2,412 | 5,172 | |||
Other liabilities | 36,325 | 16,471 | 12,800 | 11,651 | |||
Total liabilities | 1,282,071 | 770,862 | 569,596 | 566,005 | |||
Stockholders’ Equity / Members' Capital | |||||||
Members' capital | 0 | 0 | 157,662 | 157,591 | |||
Additional paid-in capital | 363,060 | 389,892 | 0 | ||||
Accumulated deficit | (52,547) | (37,640) | (110,383) | (99,916) | |||
Notes receivable, related parties | 0 | (136) | (135) | (134) | |||
Total Stockholders' Equity / Members’ Capital attributable to Class A common stockholders | 310,561 | 352,164 | 47,144 | ||||
Non-controlling interests | 547,452 | 536,187 | 0 | ||||
Total Stockholders' Equity / Members’ Capital | 858,013 | 888,351 | 47,144 | 57,541 | |||
Total Liabilities and Stockholders' Equity / Members’ Capital | 2,140,084 | 1,659,213 | 616,740 | $ 623,546 | |||
As Previously Reported | Class A common stock | |||||||
Stockholders’ Equity / Members' Capital | |||||||
Common stock | 17 | 17 | 0 | ||||
As Previously Reported | Class B common stock | |||||||
Stockholders’ Equity / Members' Capital | |||||||
Common stock | 31 | 31 | 0 | ||||
Adjustments | |||||||
Current assets: | |||||||
Cash, cash equivalents and restricted cash | 0 | 0 | 0 | ||||
Accounts receivable | (79,854) | (57,888) | (13,661) | ||||
Inventory | 0 | 0 | 0 | ||||
Prepaid expenses and other current assets | (25) | (704) | (1,483) | ||||
Total current assets | (79,879) | (58,592) | (15,144) | ||||
Property and equipment, net | 0 | 0 | 0 | ||||
Goodwill | (3,182) | (3,183) | 0 | ||||
Payor relationships, net | 0 | 0 | 0 | ||||
Other intangibles, net | 0 | 0 | 0 | ||||
Other assets | 0 | 0 | 0 | ||||
Total assets | (83,061) | (61,775) | (15,144) | ||||
Current liabilities: | |||||||
Current portion of notes payable | 0 | 0 | 0 | ||||
Current portion of equipment loans | 0 | 0 | 0 | ||||
Current portion of finance lease liabilities | 0 | 0 | 0 | ||||
Current portion of contingent consideration | 0 | 0 | 0 | ||||
Accounts payable and accrued expenses | (17,994) | (11,495) | (3,344) | ||||
Deferred revenue | 0 | 0 | 0 | ||||
Current portions due to sellers | 0 | (575) | (575) | ||||
Other current liabilities | 12,704 | 4,653 | 2,335 | ||||
Total current liabilities | (5,290) | (7,417) | (1,584) | ||||
Notes payable, net of current portion and debt issuance costs | 0 | 0 | 0 | ||||
Warrant liabilities | 0 | 0 | 0 | ||||
Equipment loans, net of current portion | 0 | 0 | 0 | ||||
Long term portion of finance lease liabilities | 0 | 0 | 0 | ||||
Deferred rent | 0 | 0 | 0 | ||||
Deferred revenue, net of current portion | 0 | 0 | 0 | ||||
Due to sellers, net of current portion | 0 | 0 | 0 | ||||
Contingent consideration | 0 | 0 | 0 | ||||
Other liabilities | 0 | 0 | 0 | ||||
Total liabilities | (5,290) | (7,417) | (1,584) | ||||
Stockholders’ Equity / Members' Capital | |||||||
Members' capital | 0 | 0 | 0 | ||||
Additional paid-in capital | 5,292 | (33,653) | 0 | ||||
Accumulated deficit | (26,876) | (18,547) | (13,560) | ||||
Notes receivable, related parties | 0 | 0 | 0 | ||||
Total Stockholders' Equity / Members’ Capital attributable to Class A common stockholders | (21,584) | (52,200) | (13,560) | ||||
Non-controlling interests | (56,187) | (2,158) | 0 | ||||
Total Stockholders' Equity / Members’ Capital | (77,771) | (54,358) | (13,560) | ||||
Total Liabilities and Stockholders' Equity / Members’ Capital | (83,061) | (61,775) | (15,144) | ||||
Adjustments | Class A common stock | |||||||
Stockholders’ Equity / Members' Capital | |||||||
Common stock | 0 | 0 | 0 | ||||
Adjustments | Class B common stock | |||||||
Stockholders’ Equity / Members' Capital | |||||||
Common stock | 0 | 0 | 0 | ||||
As Restated | |||||||
Current assets: | |||||||
Cash, cash equivalents and restricted cash | 208,913 | 319,277 | 6,602 | ||||
Accounts receivable | 143,790 | 73,943 | 74,346 | ||||
Inventory | 1,777 | 1,176 | 1,023 | ||||
Prepaid expenses and other current assets | 30,763 | 19,401 | 13,900 | ||||
Total current assets | 385,243 | 413,797 | 95,871 | ||||
Property and equipment, net | 64,156 | 46,358 | 40,247 | ||||
Goodwill | 762,329 | 543,129 | 235,127 | ||||
Payor relationships, net | 584,265 | 395,185 | 187,051 | ||||
Other intangibles, net | 256,327 | 194,315 | 35,778 | ||||
Other assets | 4,703 | 4,654 | 7,522 | ||||
Total assets | 2,057,023 | 1,597,438 | 601,596 | ||||
Current liabilities: | |||||||
Current portion of notes payable | 6,493 | 5,488 | 4,800 | ||||
Current portion of equipment loans | 513 | 324 | 319 | ||||
Current portion of finance lease liabilities | 1,006 | 978 | 973 | ||||
Current portion of contingent consideration | 8,406 | 12,347 | 3,046 | ||||
Accounts payable and accrued expenses | 58,660 | 34,970 | 36,526 | ||||
Deferred revenue | 1,815 | 1,313 | 1,313 | ||||
Current portions due to sellers | 24,687 | 21,445 | 34,223 | ||||
Other current liabilities | 32,704 | 8,387 | 4,286 | ||||
Total current liabilities | 134,284 | 85,252 | 85,486 | ||||
Notes payable, net of current portion and debt issuance costs | 916,111 | 525,830 | 456,102 | ||||
Warrant liabilities | 138,493 | 123,843 | 0 | ||||
Equipment loans, net of current portion | 1,454 | 891 | 791 | ||||
Long term portion of finance lease liabilities | 1,559 | 1,667 | 1,871 | ||||
Deferred rent | 5,387 | 4,868 | 3,599 | ||||
Deferred revenue, net of current portion | 4,698 | 4,623 | 4,951 | ||||
Due to sellers, net of current portion | 170 | 0 | 0 | ||||
Contingent consideration | 38,300 | 0 | 2,412 | ||||
Other liabilities | 36,325 | 16,471 | 12,800 | ||||
Total liabilities | 1,276,781 | 763,445 | 568,012 | ||||
Stockholders’ Equity / Members' Capital | |||||||
Members' capital | 0 | 0 | 157,662 | ||||
Additional paid-in capital | 368,352 | 356,239 | 0 | ||||
Accumulated deficit | (79,423) | (56,187) | (123,943) | ||||
Notes receivable, related parties | 0 | (136) | (135) | ||||
Total Stockholders' Equity / Members’ Capital attributable to Class A common stockholders | 288,977 | 299,964 | 33,584 | ||||
Non-controlling interests | 491,265 | 534,029 | 0 | ||||
Total Stockholders' Equity / Members’ Capital | 780,242 | 833,993 | 33,584 | ||||
Total Liabilities and Stockholders' Equity / Members’ Capital | 2,057,023 | 1,597,438 | 601,596 | ||||
As Restated | Class A common stock | |||||||
Stockholders’ Equity / Members' Capital | |||||||
Common stock | 17 | 17 | 0 | ||||
As Restated | Class B common stock | |||||||
Stockholders’ Equity / Members' Capital | |||||||
Common stock | $ 31 | $ 31 | $ 0 |
Restatement (Unaudited) - State
Restatement (Unaudited) - Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | ||||||||
Capitated revenue | $ 1,529,120 | $ 796,373 | $ 340,901 | |||||
Fee-for-service and other revenue | 80,249 | 35,203 | 20,483 | |||||
Total revenue | 1,609,369 | 831,576 | 361,384 | |||||
Operating expenses: | ||||||||
Third-party medical costs | 1,231,047 | 564,987 | 242,572 | |||||
Direct patient expense | 179,353 | 101,358 | 42,100 | |||||
Selling, general and administrative expenses | 252,133 | 103,962 | 59,148 | |||||
Depreciation and amortization expense | 49,441 | 18,499 | 6,822 | |||||
Transaction costs and other | 44,262 | 42,945 | 17,583 | |||||
Total operating expenses | 1,744,556 | 831,816 | 371,070 | |||||
Loss from operations | (135,187) | (240) | (9,686) | |||||
Other income and expense: | ||||||||
Interest expense | (51,291) | (34,002) | (10,163) | |||||
Interest income | 4 | 320 | 319 | |||||
Loss on extinguishment of debt | (13,115) | (23,277) | 0 | |||||
Change in fair value of warrant liabilities | 82,914 | 0 | 0 | |||||
Other expenses | (48) | (450) | (250) | |||||
Total other income (expense) | 18,464 | (70,173) | (10,094) | |||||
Net income (loss) before income tax expense (benefit) | (116,723) | (70,413) | (19,780) | |||||
Income tax expense (benefit) | 14 | 651 | 0 | |||||
Net income (loss) | (116,737) | (71,064) | (19,780) | |||||
Net income (loss) attributable to non-controlling interests | (98,717) | |||||||
Net income (loss) attributable to Class A common stockholders | $ (18,020) | |||||||
Net income (loss) per common share: | ||||||||
Net income (loss) per share to Class A common stockholders, basic (in dollars per share) | $ (0.11) | |||||||
Net loss per share to Class A common stockholders, dilued (in dollars per share) | $ (0.28) | |||||||
Weighted-average shares used in computation of earnings per share: | ||||||||
Basic (in shares) | 170,507,194 | |||||||
Diluted (in shares) | 475,697,225 | |||||||
As Previously Reported | ||||||||
Revenue: | ||||||||
Capitated revenue | $ 501,780 | $ 379,210 | $ 267,051 | 794,164 | 343,903 | |||
Fee-for-service and other revenue | 25,018 | 13,953 | 13,084 | 35,203 | 20,483 | |||
Total revenue | 526,798 | 393,163 | 280,135 | 829,367 | 364,386 | |||
Operating expenses: | ||||||||
Third-party medical costs | 379,316 | 291,816 | 195,046 | 564,987 | 241,089 | |||
Direct patient expense | 57,708 | 43,782 | 34,287 | 102,284 | 43,020 | |||
Selling, general and administrative expenses | 75,926 | 46,574 | 34,848 | 103,962 | 59,148 | |||
Depreciation and amortization expense | 16,955 | 7,945 | 5,846 | 18,499 | 6,822 | |||
Transaction costs and other | 6,528 | 16,374 | 9,239 | 43,520 | 17,583 | |||
Total operating expenses | 536,433 | 406,491 | 279,266 | 833,317 | 370,507 | |||
Loss from operations | (9,635) | (13,328) | 869 | (3,950) | (6,121) | |||
Other income and expense: | ||||||||
Interest expense | (16,023) | (9,714) | (10,626) | (34,002) | (10,163) | |||
Interest income | 1 | 1 | 1 | 320 | 319 | |||
Loss on extinguishment of debt | 0 | (13,225) | 0 | (23,277) | 0 | |||
Change in fair value of warrant liabilities | (14,650) | 39,215 | 0 | 0 | 0 | |||
Other expenses | (29) | (25) | 0 | (450) | (250) | |||
Total other income (expense) | (30,701) | 16,252 | (10,625) | (70,173) | (10,094) | |||
Net income (loss) before income tax expense (benefit) | (40,336) | 2,924 | (9,756) | (74,123) | (16,215) | |||
Income tax expense (benefit) | 547 | (2,023) | 714 | 651 | 0 | |||
Net income (loss) | (40,883) | 4,947 | (10,470) | (74,774) | (16,215) | |||
Net income (loss) attributable to non-controlling interests | (26,246) | (4,533) | (10,470) | |||||
Net income (loss) attributable to Class A common stockholders | $ (14,637) | $ 9,480 | 0 | |||||
Net income (loss) per common share: | ||||||||
Net income (loss) per share to Class A common stockholders, basic (in dollars per share) | $ (0.09) | $ 0.06 | $ 0.06 | $ (0.03) | ||||
Net loss per share to Class A common stockholders, dilued (in dollars per share) | $ (0.09) | $ (0.03) | $ (0.03) | $ (0.08) | ||||
Weighted-average shares used in computation of earnings per share: | ||||||||
Basic (in shares) | 170,871,429 | 167,134,853 | 166,691,634 | 168,100,210 | ||||
Diluted (in shares) | 170,871,429 | 168,884,315 | 167,571,198 | 169,312,258 | ||||
Adjustments | ||||||||
Revenue: | ||||||||
Capitated revenue | $ (28,017) | $ (49,726) | (5,694) | |||||
Fee-for-service and other revenue | 150 | 144 | 161 | |||||
Total revenue | (27,867) | (49,582) | (5,533) | |||||
Operating expenses: | ||||||||
Third-party medical costs | 2,000 | 0 | 0 | |||||
Direct patient expense | (7,340) | (8,175) | (50) | |||||
Selling, general and administrative expenses | 692 | 585 | 161 | |||||
Depreciation and amortization expense | 0 | 0 | 0 | |||||
Transaction costs and other | 738 | (756) | 0 | |||||
Total operating expenses | (3,910) | (8,346) | 111 | |||||
Loss from operations | (23,957) | (41,236) | (5,644) | |||||
Other income and expense: | ||||||||
Interest expense | 0 | 0 | 0 | |||||
Interest income | 0 | 0 | 0 | |||||
Loss on extinguishment of debt | 0 | 0 | 0 | |||||
Change in fair value of warrant liabilities | 0 | 0 | 0 | |||||
Other expenses | 0 | 0 | 0 | |||||
Total other income (expense) | 0 | 0 | 0 | |||||
Net income (loss) before income tax expense (benefit) | (23,957) | (41,236) | (5,644) | |||||
Income tax expense (benefit) | 0 | 0 | 0 | |||||
Net income (loss) | (23,957) | (41,236) | (5,644) | $ 3,710 | $ (3,565) | |||
Net income (loss) attributable to non-controlling interests | (15,356) | (36,311) | (5,644) | |||||
Net income (loss) attributable to Class A common stockholders | (8,601) | (4,925) | 0 | |||||
As Restated | ||||||||
Revenue: | ||||||||
Capitated revenue | 473,763 | 329,484 | 261,357 | |||||
Fee-for-service and other revenue | 25,168 | 14,097 | 13,245 | |||||
Total revenue | 498,931 | 343,581 | 274,602 | |||||
Operating expenses: | ||||||||
Third-party medical costs | 381,316 | 291,816 | 195,046 | |||||
Direct patient expense | 50,368 | 35,607 | 34,237 | |||||
Selling, general and administrative expenses | 76,618 | 47,159 | 35,009 | |||||
Depreciation and amortization expense | 16,955 | 7,945 | 5,846 | |||||
Transaction costs and other | 7,266 | 15,618 | 9,239 | |||||
Total operating expenses | 532,523 | 398,145 | 279,377 | |||||
Loss from operations | (33,592) | (54,564) | (4,775) | |||||
Other income and expense: | ||||||||
Interest expense | (16,023) | (9,714) | (10,626) | |||||
Interest income | 1 | 1 | 1 | |||||
Loss on extinguishment of debt | 0 | (13,225) | 0 | |||||
Change in fair value of warrant liabilities | (14,650) | 39,215 | 0 | |||||
Other expenses | (29) | (25) | 0 | |||||
Total other income (expense) | (30,701) | 16,252 | (10,625) | |||||
Net income (loss) before income tax expense (benefit) | (64,293) | (38,312) | (15,400) | |||||
Income tax expense (benefit) | 547 | (2,023) | 714 | |||||
Net income (loss) | (64,840) | (36,289) | (16,114) | |||||
Net income (loss) attributable to non-controlling interests | (41,602) | (40,844) | (16,114) | |||||
Net income (loss) attributable to Class A common stockholders | $ (23,238) | $ 4,555 | 0 | |||||
Net income (loss) per common share: | ||||||||
Net income (loss) per share to Class A common stockholders, basic (in dollars per share) | $ (0.14) | $ 0.03 | $ 0.03 | $ (0.11) | ||||
Net loss per share to Class A common stockholders, dilued (in dollars per share) | $ (0.14) | $ (0.06) | $ (0.06) | $ (0.16) | ||||
Weighted-average shares used in computation of earnings per share: | ||||||||
Basic (in shares) | 170,871,429 | 167,134,853 | 166,691,634 | 168,100,210 | ||||
Diluted (in shares) | 477,255,983 | 168,884,315 | 167,571,198 | 169,312,258 | ||||
As Previously Reported | ||||||||
Revenue: | ||||||||
Capitated revenue | $ 646,261 | $ 1,148,041 | ||||||
Fee-for-service and other revenue | 27,037 | 52,055 | ||||||
Total revenue | 673,298 | 1,200,096 | ||||||
Operating expenses: | ||||||||
Third-party medical costs | 486,862 | 866,177 | ||||||
Direct patient expense | 78,069 | 135,777 | ||||||
Selling, general and administrative expenses | 81,422 | 157,348 | ||||||
Depreciation and amortization expense | 13,791 | 30,746 | ||||||
Transaction costs and other | 25,613 | 32,140 | ||||||
Total operating expenses | 685,757 | 1,222,188 | ||||||
Loss from operations | (12,459) | (22,092) | ||||||
Other income and expense: | ||||||||
Interest expense | (20,340) | (36,363) | ||||||
Interest income | 2 | 4 | ||||||
Loss on extinguishment of debt | (13,225) | (13,225) | ||||||
Change in fair value of warrant liabilities | 39,215 | 24,565 | ||||||
Other expenses | (25) | (54) | ||||||
Total other income (expense) | 5,627 | (25,073) | ||||||
Net income (loss) before income tax expense (benefit) | (6,832) | (47,165) | ||||||
Income tax expense (benefit) | (1,309) | (762) | ||||||
Net income (loss) | (10,470) | (5,523) | (46,403) | |||||
Net income (loss) attributable to non-controlling interests | (15,003) | (41,283) | ||||||
Net income (loss) attributable to Class A common stockholders | 9,480 | (5,120) | ||||||
Adjustments | ||||||||
Revenue: | ||||||||
Capitated revenue | (55,420) | (83,437) | ||||||
Fee-for-service and other revenue | 305 | 455 | ||||||
Total revenue | (55,115) | (82,982) | ||||||
Operating expenses: | ||||||||
Third-party medical costs | 0 | 2,000 | ||||||
Direct patient expense | (8,225) | (15,565) | ||||||
Selling, general and administrative expenses | 746 | 1,438 | ||||||
Depreciation and amortization expense | 0 | 0 | ||||||
Transaction costs and other | (756) | (18) | ||||||
Total operating expenses | (8,235) | (12,145) | ||||||
Loss from operations | (46,880) | (70,837) | ||||||
Other income and expense: | ||||||||
Interest expense | 0 | 0 | ||||||
Interest income | 0 | 0 | ||||||
Loss on extinguishment of debt | 0 | 0 | ||||||
Change in fair value of warrant liabilities | 0 | 0 | ||||||
Other expenses | 0 | 0 | ||||||
Total other income (expense) | 0 | 0 | ||||||
Net income (loss) before income tax expense (benefit) | (46,880) | (70,837) | ||||||
Income tax expense (benefit) | 0 | 0 | ||||||
Net income (loss) | (5,644) | (46,880) | (70,837) | |||||
Net income (loss) attributable to non-controlling interests | (41,955) | (57,276) | ||||||
Net income (loss) attributable to Class A common stockholders | (4,925) | (13,561) | ||||||
As Restated | ||||||||
Revenue: | ||||||||
Capitated revenue | 590,841 | 1,064,604 | ||||||
Fee-for-service and other revenue | 27,342 | 52,510 | ||||||
Total revenue | 618,183 | 1,117,114 | ||||||
Operating expenses: | ||||||||
Third-party medical costs | 486,862 | 868,177 | ||||||
Direct patient expense | 69,844 | 120,212 | ||||||
Selling, general and administrative expenses | 82,168 | 158,786 | ||||||
Depreciation and amortization expense | 13,791 | 30,746 | ||||||
Transaction costs and other | 24,857 | 32,122 | ||||||
Total operating expenses | 677,522 | 1,210,043 | ||||||
Loss from operations | (59,339) | (92,929) | ||||||
Other income and expense: | ||||||||
Interest expense | (20,340) | (36,363) | ||||||
Interest income | 2 | 4 | ||||||
Loss on extinguishment of debt | (13,225) | (13,225) | ||||||
Change in fair value of warrant liabilities | 39,215 | 24,565 | ||||||
Other expenses | (25) | (54) | ||||||
Total other income (expense) | 5,627 | (25,073) | ||||||
Net income (loss) before income tax expense (benefit) | (53,712) | (118,002) | ||||||
Income tax expense (benefit) | (1,309) | (762) | ||||||
Net income (loss) | $ (16,114) | (52,403) | (117,240) | |||||
Net income (loss) attributable to non-controlling interests | (56,958) | (98,559) | ||||||
Net income (loss) attributable to Class A common stockholders | $ 4,555 | $ (18,681) |
Restatement (Unaudited) - Sta_2
Restatement (Unaudited) - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income (loss) | $ (116,737) | $ (71,064) | $ (19,780) | |||||
Equity-based compensation | 27,983 | 528 | 182 | |||||
Accounts receivable, net | (15,135) | (30,309) | (17,640) | |||||
Prepaid expenses and other current assets | (11,779) | (5,152) | (2,086) | |||||
Accounts payable and accrued expenses | 33,723 | 27,325 | 10,330 | |||||
Interest accrued due to sellers | 1,464 | 1,698 | 1,234 | |||||
Other liabilities | (5,658) | 2,510 | 2,625 | |||||
Net cash used in operating activities | (128,527) | (9,235) | (15,465) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Acquisitions of subsidiaries including non-compete intangibles, net of cash acquired | (1,070,307) | (207,625) | (83,355) | |||||
Net cash used in investing activities | (1,131,248) | (268,366) | (90,784) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from insurance financing arrangements | 1,701 | 2,865 | 866 | |||||
Payments of principal on insurance financing arrangements | (1,701) | (2,865) | (866) | |||||
Net cash used in / provided by financing activities | 1,389,138 | 282,216 | 132,038 | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 129,363 | 4,615 | 25,789 | |||||
Cash, cash equivalents and restricted cash at beginning of year | $ 33,807 | $ 33,807 | $ 33,807 | 33,807 | 29,192 | 3,403 | ||
Cash, cash equivalents and restricted cash at end of period | 163,170 | 33,807 | $ 29,192 | |||||
As Previously Reported | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income (loss) | (10,470) | (5,523) | (46,403) | |||||
Equity-based compensation | 71 | 3,239 | 12,148 | |||||
Accounts receivable, net | (11,233) | (54,973) | (95,991) | |||||
Prepaid expenses and other current assets | (8,024) | (16,790) | (27,358) | |||||
Accounts payable and accrued expenses | 6,025 | 23,407 | 56,626 | |||||
Interest accrued due to sellers | 0 | 0 | 0 | |||||
Other liabilities | (1,982) | 1,681 | (9,376) | |||||
Net cash used in operating activities | (16,707) | (56,580) | (91,498) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Acquisitions of subsidiaries including non-compete intangibles, net of cash acquired | (898) | (617,576) | (1,068,661) | |||||
Net cash used in investing activities | (9,699) | (649,269) | (1,116,030) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from insurance financing arrangements | $ 4,355 | 4,356 | 4,401 | |||||
Payments of principal on insurance financing arrangements | (2,941) | (1,736) | (3,939) | |||||
Interest accrued due to sellers | 957 | 536 | 1,208 | |||||
Net cash used in / provided by financing activities | 991,319 | (799) | 1,382,634 | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (27,205) | 285,470 | 175,106 | |||||
Cash, cash equivalents and restricted cash at beginning of year | $ 319,277 | 6,602 | 33,807 | 33,807 | 33,807 | 33,807 | ||
Cash, cash equivalents and restricted cash at end of period | 208,913 | 319,277 | 6,602 | 319,277 | 208,913 | 33,807 | ||
Adjustments | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income (loss) | (5,644) | (46,880) | (70,837) | |||||
Equity-based compensation | 0 | 441 | 983 | |||||
Accounts receivable, net | 4,304 | 48,532 | 70,497 | |||||
Prepaid expenses and other current assets | 1,487 | 703 | 24 | |||||
Accounts payable and accrued expenses | (52) | (8,981) | (16,006) | |||||
Interest accrued due to sellers | 536 | 957 | 1,208 | |||||
Other liabilities | 1,390 | 3,708 | 12,336 | |||||
Net cash used in operating activities | 2,021 | (1,520) | (1,795) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Acquisitions of subsidiaries including non-compete intangibles, net of cash acquired | 0 | 3,182 | 3,182 | |||||
Net cash used in investing activities | 0 | 3,182 | 3,182 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from insurance financing arrangements | (2,653) | (2,654) | (2,699) | |||||
Payments of principal on insurance financing arrangements | 1,948 | 1,169 | 2,520 | |||||
Interest accrued due to sellers | (957) | (536) | (1,208) | |||||
Net cash used in / provided by financing activities | (1,662) | (2,021) | (1,387) | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | 0 | 0 | |||||
As Restated | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income (loss) | (16,114) | (52,403) | (117,240) | |||||
Equity-based compensation | 71 | 3,680 | 13,131 | |||||
Accounts receivable, net | (6,929) | (6,441) | (25,494) | |||||
Prepaid expenses and other current assets | (6,537) | (16,087) | (27,334) | |||||
Accounts payable and accrued expenses | 5,973 | 14,426 | 40,620 | |||||
Interest accrued due to sellers | 536 | 957 | 1,208 | |||||
Other liabilities | (592) | 5,389 | 2,960 | |||||
Net cash used in operating activities | (14,688) | (58,100) | (93,293) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Acquisitions of subsidiaries including non-compete intangibles, net of cash acquired | (898) | (614,394) | (1,065,479) | |||||
Net cash used in investing activities | (9,699) | (646,087) | (1,112,848) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from insurance financing arrangements | 1,702 | 1,702 | 1,702 | |||||
Payments of principal on insurance financing arrangements | (993) | (567) | (1,419) | |||||
Interest accrued due to sellers | 0 | 0 | 0 | |||||
Net cash used in / provided by financing activities | 989,657 | (2,818) | 1,381,247 | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (27,205) | 285,470 | 175,106 | |||||
Cash, cash equivalents and restricted cash at beginning of year | 319,277 | 6,602 | 33,807 | 33,807 | 33,807 | $ 33,807 | ||
Cash, cash equivalents and restricted cash at end of period | $ 208,913 | $ 319,277 | $ 6,602 | $ 319,277 | $ 208,913 | $ 33,807 |
Revision - Consolidated Balance
Revision - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||||||
Cash, cash equivalents and restricted cash | $ 163,170 | $ 33,807 | $ 29,192 | $ 3,403 | |||
Accounts receivable | 133,433 | 67,353 | |||||
Inventory | 1,107 | 922 | |||||
Prepaid expenses and other current assets | 19,525 | 8,937 | |||||
Total current assets | 317,235 | 111,019 | |||||
Property and equipment, net | 85,261 | 38,126 | |||||
Goodwill | 769,667 | 234,328 | |||||
Payor relationships, net | 576,648 | 189,570 | |||||
Other intangibles, net | 248,973 | 36,785 | |||||
Other assets | 13,582 | 4,362 | |||||
Total assets | 2,143,539 | 614,190 | |||||
Current liabilities: | |||||||
Current portion of notes payable | 6,493 | 4,800 | |||||
Current portion of equipment loans | 510 | 314 | |||||
Current portion of finance lease liabilities | 1,295 | 876 | |||||
Current portion of contingent consideration | 3,123 | 0 | |||||
Accounts payable and accrued expenses | 72,772 | 31,370 | |||||
Deferred revenue | 1,815 | 988 | |||||
Current portions due to sellers | 25,414 | 26,554 | |||||
Current portion of operating lease liabilities | 15,275 | 0 | |||||
Other current liabilities | 34,339 | 2,278 | |||||
Total current liabilities | 161,036 | 67,180 | |||||
Notes payable, net of current portion and debt issuance costs | 915,266 | 456,745 | |||||
Equipment loans, net of current portion | 1,329 | 873 | |||||
Long term portion of finance lease liabilities | 2,181 | 1,580 | |||||
Deferred revenue, net of current portion | 4,244 | 4,277 | |||||
Due to sellers, net of current portion | 479 | 13,976 | |||||
Contingent consideration | 35,300 | 5,172 | |||||
Other liabilities | 22,057 | 14,762 | |||||
Total liabilities | 1,344,971 | 564,565 | |||||
Stockholders’ Equity / Members' Capital | |||||||
Members' capital | 0 | 157,591 | |||||
Accumulated deficit | (78,760) | (107,832) | |||||
Notes receivable, related parties | 0 | (134) | |||||
Total Stockholders' Equity / Members’ Capital | 798,568 | 49,625 | 86,834 | 37,770 | |||
Total Liabilities and Stockholders' Equity / Members’ Capital | $ 2,143,539 | 614,190 | |||||
As Previously Reported | |||||||
Current assets: | |||||||
Cash, cash equivalents and restricted cash | $ 208,913 | $ 319,277 | $ 6,602 | 33,807 | $ 29,192 | $ 3,403 | |
Accounts receivable | 223,644 | 131,831 | 88,007 | 76,709 | |||
Inventory | 1,777 | 1,176 | 1,023 | 922 | |||
Prepaid expenses and other current assets | 30,788 | 20,105 | 15,383 | 8,937 | |||
Total current assets | 465,122 | 472,389 | 111,015 | 120,375 | |||
Property and equipment, net | 64,156 | 46,358 | 40,247 | 38,126 | |||
Goodwill | 765,511 | 546,312 | 235,127 | 234,328 | |||
Payor relationships, net | 584,265 | 395,185 | 187,051 | 189,570 | |||
Other intangibles, net | 256,327 | 194,315 | 35,778 | 36,785 | |||
Other assets | 4,703 | 4,654 | 7,522 | 4,362 | |||
Total assets | 2,140,084 | 1,659,213 | 616,740 | 623,546 | |||
Current liabilities: | |||||||
Current portion of notes payable | 6,493 | 5,488 | 4,800 | 4,800 | |||
Current portion of equipment loans | 513 | 324 | 319 | 314 | |||
Current portion of finance lease liabilities | 1,006 | 978 | 973 | 876 | |||
Current portion of contingent consideration | 8,406 | 12,347 | 3,046 | 0 | |||
Accounts payable and accrued expenses | 76,654 | 46,465 | 39,870 | 33,180 | |||
Deferred revenue | 1,815 | 1,313 | 1,313 | 988 | |||
Current portions due to sellers | 24,687 | 22,020 | 34,798 | 27,129 | |||
Current portion of operating lease liabilities | 0 | ||||||
Other current liabilities | 20,000 | 3,734 | 1,951 | 1,333 | |||
Total current liabilities | 139,574 | 92,669 | 87,070 | 68,620 | |||
Notes payable, net of current portion and debt issuance costs | 916,111 | 525,830 | 456,102 | 456,745 | |||
Equipment loans, net of current portion | 1,454 | 891 | 791 | 873 | |||
Long term portion of finance lease liabilities | 1,559 | 1,667 | 1,871 | 1,580 | |||
Deferred rent | 5,387 | 4,868 | 3,599 | ||||
Deferred revenue, net of current portion | 4,698 | 4,623 | 4,951 | 4,277 | |||
Due to sellers, net of current portion | 170 | 0 | 0 | 13,976 | |||
Contingent consideration | 38,300 | 0 | 2,412 | 5,172 | |||
Other liabilities | 36,325 | 16,471 | 12,800 | 11,651 | |||
Total liabilities | 1,282,071 | 770,862 | 569,596 | 566,005 | |||
Stockholders’ Equity / Members' Capital | |||||||
Members' capital | 0 | 0 | 157,662 | 157,591 | |||
Accumulated deficit | (52,547) | (37,640) | (110,383) | (99,916) | |||
Notes receivable, related parties | 0 | (136) | (135) | (134) | |||
Total Stockholders' Equity / Members’ Capital | 858,013 | 888,351 | 47,144 | 57,541 | |||
Total Liabilities and Stockholders' Equity / Members’ Capital | $ 2,140,084 | $ 1,659,213 | $ 616,740 | 623,546 | |||
Adjustments | |||||||
Current assets: | |||||||
Cash, cash equivalents and restricted cash | 0 | ||||||
Accounts receivable | (9,356) | ||||||
Inventory | 0 | ||||||
Prepaid expenses and other current assets | 0 | ||||||
Total current assets | (9,356) | ||||||
Property and equipment, net | 0 | ||||||
Goodwill | 0 | ||||||
Payor relationships, net | 0 | ||||||
Other intangibles, net | 0 | ||||||
Other assets | 0 | ||||||
Total assets | (9,356) | ||||||
Current liabilities: | |||||||
Current portion of notes payable | 0 | ||||||
Current portion of equipment loans | 0 | ||||||
Current portion of finance lease liabilities | 0 | ||||||
Current portion of contingent consideration | 0 | ||||||
Accounts payable and accrued expenses | (1,810) | ||||||
Deferred revenue | 0 | ||||||
Current portions due to sellers | (575) | ||||||
Current portion of operating lease liabilities | 0 | ||||||
Other current liabilities | 945 | ||||||
Total current liabilities | (1,440) | ||||||
Notes payable, net of current portion and debt issuance costs | 0 | ||||||
Equipment loans, net of current portion | 0 | ||||||
Long term portion of finance lease liabilities | 0 | ||||||
Deferred revenue, net of current portion | 0 | ||||||
Due to sellers, net of current portion | 0 | ||||||
Contingent consideration | 0 | ||||||
Other liabilities | 0 | ||||||
Total liabilities | (1,440) | ||||||
Stockholders’ Equity / Members' Capital | |||||||
Members' capital | 0 | ||||||
Accumulated deficit | (7,916) | ||||||
Notes receivable, related parties | 0 | ||||||
Total Stockholders' Equity / Members’ Capital | (7,916) | ||||||
Total Liabilities and Stockholders' Equity / Members’ Capital | $ (9,356) |
Revision - Statement of Operati
Revision - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | ||||||
Capitated revenue | $ 1,529,120 | $ 796,373 | $ 340,901 | |||
Fee-for-service and other revenue | 80,249 | 35,203 | 20,483 | |||
Total revenue | 1,609,369 | 831,576 | 361,384 | |||
Operating expenses: | ||||||
Third-party medical costs | 1,231,047 | 564,987 | 242,572 | |||
Direct patient expense | 179,353 | 101,358 | 42,100 | |||
Selling, general and administrative expenses | 252,133 | 103,962 | 59,148 | |||
Depreciation and amortization expense | 49,441 | 18,499 | 6,822 | |||
Transaction costs and other | 44,262 | 42,945 | 17,583 | |||
Change in fair value of contingent consideration | (11,680) | 65 | 2,845 | |||
Total operating expenses | 1,744,556 | 831,816 | 371,070 | |||
Loss from operations | (135,187) | (240) | (9,686) | |||
Other income and expense: | ||||||
Interest expense | (51,291) | (34,002) | (10,163) | |||
Interest income | 4 | 320 | 319 | |||
Loss on extinguishment of debt | (13,115) | (23,277) | 0 | |||
Change in fair value of embedded derivative | 0 | (12,764) | 0 | |||
Change in fair value of warrant liabilities | 82,914 | 0 | 0 | |||
Other expenses | (48) | (450) | (250) | |||
Total other income (expense) | 18,464 | (70,173) | (10,094) | |||
Net income (loss) before income tax expense (benefit) | (116,723) | (70,413) | (19,780) | |||
Income tax expense (benefit) | 14 | 651 | 0 | |||
Net income (loss) | $ (116,737) | (71,064) | (19,780) | |||
As Previously Reported | ||||||
Revenue: | ||||||
Capitated revenue | $ 501,780 | $ 379,210 | $ 267,051 | 794,164 | 343,903 | |
Fee-for-service and other revenue | 25,018 | 13,953 | 13,084 | 35,203 | 20,483 | |
Total revenue | 526,798 | 393,163 | 280,135 | 829,367 | 364,386 | |
Operating expenses: | ||||||
Third-party medical costs | 379,316 | 291,816 | 195,046 | 564,987 | 241,089 | |
Direct patient expense | 57,708 | 43,782 | 34,287 | 102,284 | 43,020 | |
Selling, general and administrative expenses | 75,926 | 46,574 | 34,848 | 103,962 | 59,148 | |
Depreciation and amortization expense | 16,955 | 7,945 | 5,846 | 18,499 | 6,822 | |
Transaction costs and other | 6,528 | 16,374 | 9,239 | 43,520 | 17,583 | |
Change in fair value of contingent consideration | 65 | 2,845 | ||||
Total operating expenses | 536,433 | 406,491 | 279,266 | 833,317 | 370,507 | |
Loss from operations | (9,635) | (13,328) | 869 | (3,950) | (6,121) | |
Other income and expense: | ||||||
Interest expense | (16,023) | (9,714) | (10,626) | (34,002) | (10,163) | |
Interest income | 1 | 1 | 1 | 320 | 319 | |
Loss on extinguishment of debt | 0 | (13,225) | 0 | (23,277) | 0 | |
Change in fair value of embedded derivative | (12,764) | 0 | ||||
Change in fair value of warrant liabilities | (14,650) | 39,215 | 0 | 0 | 0 | |
Other expenses | (29) | (25) | 0 | (450) | (250) | |
Total other income (expense) | (30,701) | 16,252 | (10,625) | (70,173) | (10,094) | |
Net income (loss) before income tax expense (benefit) | (40,336) | 2,924 | (9,756) | (74,123) | (16,215) | |
Income tax expense (benefit) | 547 | (2,023) | 714 | 651 | 0 | |
Net income (loss) | $ (40,883) | $ 4,947 | $ (10,470) | (74,774) | (16,215) | |
Adjustments | ||||||
Revenue: | ||||||
Capitated revenue | 2,209 | (3,002) | ||||
Fee-for-service and other revenue | 0 | |||||
Total revenue | 2,209 | (3,002) | ||||
Operating expenses: | ||||||
Third-party medical costs | 0 | 1,483 | ||||
Direct patient expense | (926) | (920) | ||||
Selling, general and administrative expenses | 0 | |||||
Depreciation and amortization expense | 0 | |||||
Transaction costs and other | (575) | |||||
Change in fair value of contingent consideration | 0 | |||||
Total operating expenses | (1,501) | 563 | ||||
Loss from operations | 3,710 | (3,565) | ||||
Other income and expense: | ||||||
Interest expense | 0 | 0 | ||||
Interest income | 0 | 0 | ||||
Loss on extinguishment of debt | 0 | 0 | ||||
Change in fair value of embedded derivative | 0 | 0 | ||||
Change in fair value of warrant liabilities | 0 | 0 | ||||
Other expenses | 0 | 0 | ||||
Total other income (expense) | 0 | 0 | ||||
Net income (loss) before income tax expense (benefit) | 3,710 | (3,565) | ||||
Income tax expense (benefit) | 0 | 0 | ||||
Net income (loss) | $ 3,710 | $ (3,565) |
Revision - Statement of Cash Fl
Revision - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income (loss) | $ (116,737) | $ (71,064) | $ (19,780) | |||||
Equity-based compensation | 27,983 | 528 | 182 | |||||
Accounts receivable, net | (15,135) | (30,309) | (17,640) | |||||
Prepaid expenses and other current assets | (11,779) | (5,152) | (2,086) | |||||
Accounts payable and accrued expenses | 33,723 | 27,325 | 10,330 | |||||
Other liabilities | (5,658) | 2,510 | 2,625 | |||||
Net cash used in operating activities | (128,527) | (9,235) | (15,465) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Net cash used in investing activities | (1,131,248) | (268,366) | (90,784) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Net cash provided by financing activities | 1,389,138 | 282,216 | 132,038 | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 129,363 | 4,615 | 25,789 | |||||
Cash, cash equivalents and restricted cash at beginning of year | $ 33,807 | $ 33,807 | $ 33,807 | 33,807 | 29,192 | 3,403 | ||
Cash, cash equivalents and restricted cash at end of period | 163,170 | 33,807 | 29,192 | |||||
As Previously Reported | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income (loss) | $ (40,883) | $ 4,947 | (10,470) | (74,774) | (16,215) | |||
Equity-based compensation | 528 | 182 | ||||||
Accounts receivable, net | (27,500) | (21,779) | ||||||
Prepaid expenses and other current assets | (5,152) | (2,086) | ||||||
Accounts payable and accrued expenses | 28,250 | 11,250 | ||||||
Other liabilities | 2,486 | 2,279 | ||||||
Net cash used in operating activities | (9,235) | (15,465) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Net cash used in investing activities | (268,366) | (90,784) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Net cash provided by financing activities | 282,216 | 132,038 | ||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 4,615 | 25,789 | ||||||
Cash, cash equivalents and restricted cash at beginning of year | 319,277 | 6,602 | 33,807 | 33,807 | 33,807 | $ 33,807 | 29,192 | 3,403 |
Cash, cash equivalents and restricted cash at end of period | 208,913 | 319,277 | 6,602 | 319,277 | 208,913 | 33,807 | 29,192 | |
Adjustments | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income (loss) | (23,957) | (41,236) | (5,644) | 3,710 | (3,565) | |||
Equity-based compensation | 0 | 0 | ||||||
Accounts receivable, net | (2,809) | 4,139 | ||||||
Prepaid expenses and other current assets | 0 | 0 | ||||||
Accounts payable and accrued expenses | (925) | (920) | ||||||
Other liabilities | 24 | 346 | ||||||
Net cash used in operating activities | 0 | 0 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Net cash used in investing activities | 0 | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Net cash provided by financing activities | $ 0 | $ 0 | ||||||
Cash, cash equivalents and restricted cash at beginning of year | 0 | 0 | ||||||
Cash, cash equivalents and restricted cash at end of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |