Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 13, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,152,119,190 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive proxy statement for the 2023 annual meeting of stockholders, a definitive copy of which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2022, 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 Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | 264,174,645 | ||
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 $11.50 per share | ||
Trading Symbol | CANO/WS | ||
Security Exchange Name | NYSE | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 264,003,919 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Miami, FL |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 27,329 | $ 163,170 |
Accounts receivable, net of unpaid service provider costs | 233,816 | 133,433 |
Prepaid expenses and other current assets | 79,603 | 20,632 |
Total current assets | 340,748 | 317,235 |
Property and equipment, net | 131,325 | 85,261 |
Operating lease right-of-use assets | 177,892 | 132,173 |
Goodwill | 480,375 | 769,667 |
Payor relationships, net | 567,704 | 576,648 |
Other intangibles, net | 226,059 | 248,973 |
Other assets | 4,824 | 13,582 |
Total assets | 1,928,927 | 2,143,539 |
Current liabilities: | ||
Accounts payable and accrued expenses (Related parties comprised $2,669 and $0 as of December 31, 2022 and December 31, 2021, respectively) | 105,733 | 80,829 |
Current portion of notes payable | 6,444 | 6,493 |
Current portion of finance lease liabilities | 1,686 | 1,295 |
Current portion of contingent consideration | 0 | 3,123 |
Current portions due to sellers | 46,016 | 17,357 |
Current portion of operating lease liabilities | 24,068 | 15,275 |
Other current liabilities | 24,491 | 36,664 |
Total current liabilities | 208,438 | 161,036 |
Notes payable, net of current portion and debt issuance costs | 997,806 | 915,266 |
Long term portion of operating lease liabilities | 166,347 | 122,935 |
Warrant liabilities | 7,373 | 80,144 |
Long term portion of finance lease liabilities | 3,364 | 2,181 |
Due to sellers, net of current portion | 15,714 | 0 |
Long term portion of contingent consideration | 2,800 | 35,300 |
Other liabilities | 32,810 | 28,109 |
Total liabilities | 1,434,652 | 1,344,971 |
Stockholders’ Equity | ||
Additional paid-in capital | 538,614 | 397,443 |
Accumulated deficit | (286,032) | (78,760) |
Total Stockholders' Equity before non-controlling interests | 252,631 | 318,731 |
Non-controlling interests | 241,644 | 479,837 |
Total Stockholders' Equity | 494,275 | 798,568 |
Total Liabilities and Stockholders' Equity | 1,928,927 | 2,143,539 |
Class A | ||
Stockholders’ Equity | ||
Common stock | 22 | 18 |
Class B common stock | ||
Stockholders’ Equity | ||
Common stock | $ 27 | $ 30 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts payable and accrued expenses, related parties | $ 2,669 | $ 0 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued (in shares) | 224,118,566 | 180,113,551 |
Common stock, shares outstanding (in shares) | 224,118,566 | 180,113,551 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 268,794,608 | 297,385,981 |
Common stock, shares outstanding (in shares) | 268,794,608 | 297,385,981 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 2,738,916 | $ 1,609,369 | $ 831,576 |
Operating expenses: | |||
Third-party medical costs (Related parties comprised $0, $249,819 and $175,440 in the years ended December 31, 2022, 2021, and 2020 respectively) | 2,062,356 | 1,231,047 | 564,987 |
Direct patient expense (Related parties comprised $9,683, $4,882 and $3,119 in the years ended December 31, 2022, 2021 and 2020, respectively) | 254,867 | 179,353 | 101,358 |
Selling, general, and administrative expenses (Related parties comprised $9,230, $12,366, and $4,193 in the years ended December 31, 2022, 2021 and 2020, respectively) | 422,443 | 252,133 | 103,962 |
Depreciation and amortization expense | 90,640 | 49,441 | 18,499 |
Transaction costs and other (Related parties comprised $0, $2,331 and $6,275 in the years ended December 31, 2022 and 2021, respectively) | 27,435 | 44,262 | 42,945 |
Change in fair value of contingent consideration | (5,025) | (11,680) | 65 |
Goodwill impairment loss | 323,000 | 0 | 0 |
Total operating income (expenses) | 3,175,716 | 1,744,556 | 831,816 |
Income (loss) from operations | (436,800) | (135,187) | (240) |
Other income and expense: | |||
Interest expense | (62,495) | (51,291) | (34,002) |
Interest income | 14 | 4 | 320 |
Loss on extinguishment of debt | (1,428) | (13,115) | (23,277) |
Change in fair value of embedded derivative | 0 | 0 | (12,764) |
Change in fair value of warrant liabilities | 72,771 | 82,914 | 0 |
Other income (expense) | 1,706 | (48) | (450) |
Total other income (expense) | 10,568 | 18,464 | (70,173) |
Net income (loss) before income tax expense | (426,232) | (116,723) | (70,413) |
Income tax expense (benefit) | 2,157 | 14 | 651 |
Net income (loss) | (428,389) | (116,737) | (71,064) |
Net income (loss) attributable to non-controlling interests | (221,117) | (98,717) | |
Net income (loss) attributable to Class A common stockholders | $ (207,272) | $ (18,020) | |
Net income (loss) per share attributable to Class A common stockholders, basic (in dollars per share) | $ (0.95) | $ (0.11) | |
Net income (loss) per share attributable to Class A common stockholders, diluted (in dollars per share) | $ (0.95) | $ (0.28) | |
Weighted-average shares outstanding: | |||
Basic (in shares) | 219,166,852 | 170,507,194 | |
Diluted (in shares) | 219,166,852 | 475,697,225 | |
Capitated revenue | |||
Revenue: | |||
Total revenue | $ 2,606,916 | $ 1,529,120 | 796,373 |
Fee-for-service and other revenue | |||
Revenue: | |||
Total revenue | $ 132,000 | $ 80,249 | $ 35,203 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 2,738,916 | $ 1,609,369 | $ 831,576 | |
Third-party medical costs | 2,062,356 | 1,231,047 | 564,987 | |
Direct patient expense | 254,867 | 179,353 | 101,358 | |
Selling, general and administrative expenses | 422,443 | 252,133 | 103,962 | |
Transaction and other costs | 27,435 | 44,262 | 42,945 | |
Capitated revenue | ||||
Total revenue | 2,606,916 | 1,529,120 | 796,373 | |
Fee-for-service and other revenue | ||||
Total revenue | 132,000 | 80,249 | 35,203 | |
Affiliated Entity | ||||
Total revenue | 307,680 | |||
Third-party medical costs | $ 175,440 | 0 | 249,819 | |
Direct patient expense | 9,683 | 4,882 | 3,119 | |
Selling, general and administrative expenses | 9,230 | 12,366 | 4,193 | |
Transaction and other costs | 0 | 2,331 | 6,275 | |
Affiliated Entity | Capitated revenue | ||||
Total revenue | 0 | 235,509 | ||
Affiliated Entity | Fee-for-service and other revenue | ||||
Total revenue | $ 0 | $ 645 | $ 832 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY / MEMBERS' CAPITAL - USD ($) $ in Thousands | Total | Exchange Of Class B For Class A Common Shares | Exchange Of Class A For Class B Common Shares | [1] | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Notes Receivable | Notes Receivable Cumulative Effect, Period of Adoption, Adjusted Balance | Class A Shares | Class B Shares | Members' Capital | Members' Capital Cumulative Effect, Period of Adoption, Adjustment | Members' Capital Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock Class A Shares | Common Stock Class A Shares Exchange Of Class B For Class A Common Shares | Common Stock Class A Shares Exchange Of Class A For Class B Common Shares | [1] | Common Stock Class A Shares Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock Class B Shares | Common Stock Class B Shares Exchange Of Class B For Class A Common Shares | Common Stock Class B Shares Exchange Of Class A For Class B Common Shares | [1] | Common Stock Class B Shares Cumulative Effect, Period of Adoption, Adjusted Balance | Additional Paid-in Capital | Additional Paid-in Capital Exchange Of Class B For Class A Common Shares | Additional Paid-in Capital Exchange Of Class A For Class B Common Shares | [1] | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjusted Balance | Non-Controlling Interests | Non-Controlling Interests Exchange Of Class B For Class A Common Shares | Non-Controlling Interests Exchange Of Class A For Class B Common Shares | [1] | Non-Controlling Interests Cumulative Effect, Period of Adoption, Adjusted Balance |
Balance at the beginning (in shares) at Dec. 31, 2019 | 0 | |||||||||||||||||||||||||||||||||||
Balance at the beginning at Dec. 31, 2019 | $ 86,834 | $ (130) | $ 123,242 | $ 0 | $ 0 | $ 0 | $ (36,763) | $ 485 | ||||||||||||||||||||||||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 0 | 0 | ||||||||||||||||||||||||||||||||||
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 | 292,214,129 | 306,843,662 | |||||||||||||||||||||||||||||||||
Balance at the end at Dec. 31, 2020 | 49,625 | $ 0 | $ 49,625 | (134) | $ (134) | $ 157,591 | $ (157,560) | $ 31 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | $ 157,560 | $ 157,560 | (107,832) | $ (107,832) | 0 | $ 0 | |||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||
Net income (loss) prior to business combination | (65,213) | (65,213) | ||||||||||||||||||||||||||||||||||
Business combination and PIPE financing (in shares) | 306,843,662 | 166,243,491 | 306,843,662 | |||||||||||||||||||||||||||||||||
Business combination | 773,093 | $ (31) | $ 17 | $ 31 | 169,093 | 112,305 | 491,678 | |||||||||||||||||||||||||||||
Stock-based compensation expense | 27,983 | 27,983 | ||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 4,412,379 | |||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisitions | 64,470 | 64,470 | ||||||||||||||||||||||||||||||||||
Exchange of Class B common stock for Class A common stock (in shares) | (9,457,681) | (9,457,681) | ||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||
Notes receivable - related parties | 134 | 134 | ||||||||||||||||||||||||||||||||||
Net income (loss) | (51,524) | (18,020) | (33,504) | |||||||||||||||||||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | |||||||||||||||||||||||||||||||||||
Balance at the end at Dec. 31, 2021 | 798,568 | $ 0 | $ 0 | $ 18 | $ 30 | 397,443 | (78,760) | 479,837 | ||||||||||||||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2021 | 180,113,551 | 297,385,981 | 180,113,551 | 297,385,981 | ||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 54,778 | 54,778 | ||||||||||||||||||||||||||||||||||
Issuance of Class A common stock upon vesting of restricted stock units (in shares) | 3,612,431 | |||||||||||||||||||||||||||||||||||
Issuance of Class A common stock upon vesting of restricted stock units | 0 | (15,942) | 15,942 | |||||||||||||||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 9,981,652 | |||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisitions | 57,941 | $ 1 | 57,940 | |||||||||||||||||||||||||||||||||
Exchange of Class B common stock for Class A common stock (in shares) | (50,023,504) | (21,432,131) | (50,023,504) | (21,432,131) | ||||||||||||||||||||||||||||||||
Exchange of Class B common stock for Class A common stock | $ 0 | $ 0 | $ 5 | $ (2) | $ (5) | $ 2 | $ 79,721 | $ (19,015) | $ (79,721) | $ 19,015 | ||||||||||||||||||||||||||
Employee stock purchase plan issuance (in shares) | 1,819,559 | |||||||||||||||||||||||||||||||||||
Employee stock purchase plan issuance | 11,377 | 11,377 | ||||||||||||||||||||||||||||||||||
Impact of transactions affecting non-controlling interests | 0 | (27,688) | 27,688 | |||||||||||||||||||||||||||||||||
Net income (loss) | (428,389) | (207,272) | (221,117) | |||||||||||||||||||||||||||||||||
Balance at the end at Dec. 31, 2022 | $ 494,275 | $ 22 | $ 27 | $ 538,614 | $ (286,032) | $ 241,644 | ||||||||||||||||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2022 | 224,118,566 | 268,794,608 | 224,118,566 | 268,794,608 | ||||||||||||||||||||||||||||||||
[1]The conversion of certain shares of Class B common stock to Class A common stock was rescinded by the holders of such Class A common stock during the year ended December 31, 2022. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (428,389) | $ (116,737) | $ (71,064) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 90,640 | 49,441 | 18,499 |
Change in fair value of contingent consideration | (5,025) | (11,680) | 65 |
Change in fair value of embedded derivative | 0 | 0 | 12,764 |
Change in fair value of warrant liabilities | (72,771) | (82,914) | 0 |
Goodwill impairment loss | 323,000 | 0 | 0 |
Loss on extinguishment of debt | 1,428 | 13,115 | 23,277 |
Amortization of debt issuance costs | 3,826 | 4,887 | 6,716 |
Non-cash lease expense | 6,528 | 664 | 0 |
Write off of other receivable | 0 | 0 | 531 |
Class A common shares issued for bonus award | 2,879 | 0 | 0 |
Stock-based compensation | 54,778 | 27,983 | 528 |
Paid in kind interest expense | 0 | 0 | 7,287 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net (Related parties comprised $0, $0 and $343 for the years ended December 31, 2022, 2021 and 2020, respectively) | (106,743) | (15,135) | (30,309) |
Other assets | 10,053 | (16,594) | (2,760) |
Prepaid expenses and other current assets | (51,662) | (11,779) | (5,427) |
Interest accrued due to sellers | 100 | 1,464 | 1,698 |
Payment of paid in kind interest on extinguishment of debt | 0 | 0 | (7,287) |
Accounts payable and accrued expenses (Related parties comprised $2,669, $0 and $60 for the years ended December 31, 2022, 2021 and 2020, respectively) | 32,612 | 33,723 | 27,325 |
Other liabilities (Related parties comprised $0, $(92) and $13,499 for the years ended December 31, 2022, 2021 and 2020, respectively) | (7,591) | 5,529 | 8,922 |
Net cash (used in) provided by operating activities | (146,337) | (118,033) | (9,235) |
Cash Flows from Investing Activities: | |||
Purchase of property and equipment (Related parties comprised $(7,864), $(8,059) and $(7,202) for the years ended December 31, 2022, 2021 and 2020, respectively) | (49,529) | (34,354) | (12,072) |
Acquisitions of subsidiaries including non-compete intangibles, net of cash acquired | (5,796) | (1,070,307) | (207,625) |
Payments to sellers | (8,830) | (26,587) | (53,201) |
Other | 0 | 0 | 4,532 |
Net cash (used in) provided by investing activities | (64,155) | (1,131,248) | (268,366) |
Cash Flows from Financing Activities: | |||
Contributions from member | 0 | 0 | 103,016 |
Distributions to member | 0 | 0 | (106,143) |
Business combination and PIPE financing | 0 | 935,362 | 0 |
Payments of long-term debt | (6,444) | (657,917) | (318,754) |
Debt issuance costs | (88) | (17,394) | (31,111) |
Proceeds from long-term debt | 0 | 1,120,000 | 664,096 |
Prepayment fees on extinguishment of debt | 0 | 0 | (27,969) |
Proceeds from revolving line of credit | 109,000 | 0 | 9,700 |
Repayments of revolving line of credit | (25,000) | 0 | (9,700) |
Proceeds from insurance financing arrangements | 2,529 | 1,701 | 2,865 |
Payments of principal on insurance financing arrangements | (2,529) | (1,701) | (2,865) |
Principal payments under finance leases | (1,429) | (1,227) | (684) |
Repayment of equipment loans | (510) | (314) | (235) |
Employee Stock Purchase Plan withholding tax payments | (878) | 0 | 0 |
Other | 0 | 134 | 0 |
Net cash (used in) provided by financing activities | 74,651 | 1,378,644 | 282,216 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (135,841) | 129,363 | 4,615 |
Cash, cash equivalents and restricted cash at beginning of year | 163,170 | 33,807 | 29,192 |
Cash, cash equivalents and restricted cash at end of period | 27,329 | 163,170 | 33,807 |
Supplemental cash flow information: | |||
Interest paid | 61,232 | 41,844 | 22,615 |
Income taxes paid | 572 | 1,150 | 0 |
Non-cash investing and financing activities: | |||
Right-of-use assets obtained in exchange of lease liabilities | 71,899 | 152,608 | 0 |
Issuance of Class A common stock for acquisitions | 39,291 | 64,469 | 0 |
Issuance of securities in PCIH in connection with acquisitions | 0 | 0 | 34,300 |
Contingent consideration liability in connection with acquisitions | 1,500 | 47,900 | 2,695 |
Contingent consideration assets in connection with acquisitions | (5,600) | 0 | 0 |
Due to sellers in connection with acquisitions | 35,131 | 1,295 | 13,593 |
Addition to construction in process funded through accounts payable | 3,848 | 2,200 | 0 |
Humana Affiliate Provider clinic leasehold improvements | 7,864 | 11,866 | 8,142 |
Employee Stock Purchase Plan issuance | 11,377 | 0 | 0 |
Capital lease obligations entered into for property and equipment | 0 | 0 | 1,331 |
Equipment loan obligations entered into for property and equipment | 0 | 967 | 103 |
Issuance of security in exchange for balance due to sellers | $ 15,771 | $ 0 | $ 2,158 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in accounts receivable, net | $ 106,743 | $ 15,135 | $ 30,309 |
Changes in accounts payable and accrued expenses | 32,612 | 33,723 | 27,325 |
Changes in other liabilities | (7,591) | 5,529 | 8,922 |
Purchase of property and equipment | (49,529) | (34,354) | (12,072) |
Affiliated Entity | |||
Changes in accounts receivable, net | 0 | 0 | (343) |
Changes in accounts payable and accrued expenses | 2,669 | 0 | 60 |
Changes in other liabilities | 0 | (92) | 13,499 |
Purchase of property and equipment | $ (7,864) | $ (8,059) | $ (7,202) |
NATURE OF BUSINESS AND OPERATIO
NATURE OF BUSINESS AND OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
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 providing high-touch population health and wellness services to Medicare Advantage, Medicare Global and Professional Direct Contracting Entity ("DCE"), Medicare patients under ACO and Medicaid capitated members, particularly in underserved communities by leveraging a proprietary technology platform to d eliver high-quality health care services. 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”). 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 stockholders 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 cash flow. The Company’s ability to pay taxes and pay dividends depend on the financial results and cash flows of PCIH and the distributions it receives from PCIH. The Company’s only assets are equity interests in PCIH, which represented a 35.1% and 45.5% controlling ownership as of the Closing Date and December 31, 2022, respectively. Certain members of PCIH who retained their common unit interests in PCIH held the remaining 64.9% and 54.5% non-controlling ownership interests as of the Closing Date and December 31, 2022, 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 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 over time as shares of Class B common stock and PCIH Common Units are exchanged for shares of Class A common stock in Cano Health, Inc. Principles of Consolidation The audited 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, CHC Provider Network, 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. Risks and Uncertainties As of December 31, 2022, the Company’s coverage area is primarily in the State of Florida. Given this concentration, the Company is subject to adverse economic, regulatory, or other developments in the State of Florida that could have a material adverse effect on the Company’s financial condition and operations. In addition, federal, state and local laws and regulations concerning healthcare affect the healthcare industry. The Company’s long-term success is dependent on the ability to successfully generate revenues; maintain or reduce operating costs; obtain additional funding when needed; and ultimately, achieve profitable operations. The Company is not able to predict the content or impact of future changes in laws and regulations affecting the healthcare industry; however, management believes that its existing cash position, along with expected cash generation through operations, its 2023 Term Loan (See Note 13, "Debt") and revolving line of credit, will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these audited consolidated financial statements. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. Such reclassifications impacted the classification of: accounts receivable (including unpaid service provider costs), inventory, current and long-term portion of equipment loans, due to seller, accounts payable and accrued expenses and current and long-term deferred revenue. These reclassifications had no impact on net loss as previously presented. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“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," in these consolidated financial statements, 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 audited consolidated financial statements reflect the historical operating results of PCIH prior to the Business Combination, the combined results of Jaws and the Company following the close of the Business Combination, the assets and liabilities of the Company at their historical cost, and the Company’s equity structure for all periods presented. Warrant Liabilities The Company assumed 23.0 million public warrants ("Public Warrants") and 10.53 million 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 stockholders’ 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 5-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 5-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., the 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 . 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, including inpatient and hospital care, specialists, and medicines, net of rebates, for which the Company bears risk. Third-party medical costs include estimates of future medical claims that have been incurred by the patient, but for which the provider has not yet billed. Our accrual for medical services incurred but not reported reflects our best estimates of unpaid medical expenses as of the end of any particular period. These claim estimates are made utilizing standard actuarial methodologies and are continually evaluated and adjusted by management based upon our historical claims experience and other factors, including regular independent assessments by a nationally recognized actuarial firm. Adjustments, if necessary, are made to medical claims expense and capitated revenues when the assumptions used to determine our claims liability change and when actual claim costs are ultimately determined. 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. Cash, cash equivalents and restricted cash Cash and cash equivalents are highly liquid investments purchased with original maturities of three months or less. These restricted cash balances are included within the caption cash, cash equivalents and restricted cash in the accompanying consolidated balance sheets. See Note 13, "Debt," in these consolidated financial statements for details. 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, 2022 and December 31, 2021, the Company believed no allowance was 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. 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. As of December 31, 2022 and December 31, 2021, 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 to the reporting party 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, 2022 and December 31, 2021. 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. 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 one 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 6, "Business Acquisitions," in these consolidated financial statements 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. In the current year, we chose to bypass the qualitative assessment and proceed directly to the quantitative assessment. See Note 7, "Goodwill," in these consolidated financial statements for further discussion related to the goodwill impairment assessment. 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 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. 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 of whether the claim was filed after the site’s respective policy term. The policy contains various limits and deductibles. Loss contingencies, including medical malpractice claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable, and an amount or range of loss can be reasonably estimated. The Company maintains a malpractice insurance policy with a coverage limit of $1.0 million per occurrence and $3.0 million aggregate coverage, with an umbrella policy coverage of $5.0 million. Any amounts over that threshold, or for which the insurance policy will not cover, will be borne by the Company and could materially affect the Company’s future consolidated financial position, results of operations, and cash flows. As of December 31, 2022 and December 31, 2021, the Company has recorded claims liabilities of $0.3 million and $0.3 million, respectively, in other liabilities. Insurance recoverables were immaterial as of December 31, 2022 and December 31, 2021, and are recorded in other assets on the accompanying consolidated balance sheets. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. Advertising and marketing costs expensed totaled approximately $28.2 million, $19.4 million and $8.7 million for the years ended December 31, 2022 , 2021 and 2020, respectively. Advertising and marketing costs are included in the caption selling, general, and administrative expenses in the accompanying consolidated statements of operations. 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. 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 17, "Stock-Based Compensation," in these consolidated financial statements for additional discussion regarding details of the Company’s stock-based compensation plans. 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, 2022 , the Seller, the former sole owner and managing member of PCIH, held approximately 54.5% of voting rights in Cano Health, Inc. and 54.5% of economic rights in PCIH, while other investors, including the former stockholders of Jaws and PIPE Investors held approximately 45.5% of economic and voting rights in Cano Health, Inc. and 45.5% of economic and 100.0% of managing rights in PCIH. Subsequent to closing the Business Combination, income attributable to Cano Health, Inc. is taxed under Subchapter C while PCIH will continues 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 19, “ Income Taxes, ” in these consolidated financial statements 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. The U.S. Federal jurisdiction and the State of Florida are the major tax jurisdictions where the Company files income tax returns. The Company is generally subject to U.S. Federal or State examinations by tax authorities for all years since inception. Recent Accounting Pronouncements Adoption of New Accounting Standards 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, 2024. The Company elected to use the practical expedients within the standard when accounting for a portion of the amendment to the term loan. The adoption did not materially impact net loss. |
REVENUE AND ACCOUNTS RECEIVABLE
REVENUE AND ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE AND ACCOUNTS RECEIVABLE | REVENUE AND ACCOUNTS RECEIVABLE The Company’s revenue streams for the years ended December 31, 2022, 2021 and 2020 were as follows: Years Ended December 31, 2022 2021 2020 (in thousands) Revenue $ Revenue % Revenue $ Revenue % Revenue $ Revenue % Capitated revenue Medicare $ 2,392,445 87.4 % $ 1,334,308 82.9 % $ 672,588 80.9 % Other capitated revenue 214,471 7.8 % 194,812 12.1 % 123,785 14.9 % Total capitated revenue 2,606,916 95.2 % 1,529,120 95.0 % 796,373 95.8 % Fee-for-service and other revenue Fee-for-service 43,171 1.6 % 25,383 1.6 % 9,504 1.1 % Pharmacy 50,096 1.8 % 36,306 2.3 % 23,079 2.8 % Other 38,733 1.4 % 18,560 1.1 % 2,620 0.3 % Total fee-for-service and other revenue 132,000 4.8 % 80,249 5.0 % 35,203 4.2 % Total revenue $ 2,738,916 100.0 % $ 1,609,369 100.0 % $ 831,576 100.0 % Accounts Receivable The Company's accounts receivable balances are summarized for the periods indicated below. The Company’s accounts receivable are presented net of the unpaid service provider costs. A right of offset exists when all of the following conditions are met: 1) each of the two parties owed the other determinable amounts; 2) the reporting party has the right to offset the amount owed with the amount owed to the other party; 3) the reporting party intends to offset; and 4) the right of offset is enforceable by law. The Company believes all of the aforementioned conditions existed as of December 31, 2022 and December 31, 2021. As of (in thousands) December 31, 2022 December 31, 2021 Accounts receivable $ 388,122 $ 227,889 Medicare risk adjustment 49,586 21,072 Unpaid service provider costs (203,892) (115,528) Accounts receivable, net $ 233,816 $ 133,433 Concentration of Risk Contracts with three of the payors accounted for the following amounts: Years Ended December 31, 2022 2021 2020 Revenues 63.7% 59.9% 69.9% As of December 31, 2022 December 31, 2021 Accounts receivable 56.3% 43.3% |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following as of December 31, 2022 and December 31, 2021: (in thousands) December 31, 2022 December 31, 2021 Third party receivables $ 60,400 $ — Other 19,203 20,632 Prepaid expenses and other current assets $ 79,603 $ 20,632 Third party receivables represent amounts due from MSP Recovery Inc. ("MSP") totaling $60.4 million. Included in other is $1.6 million of unregistered MSP Class A Common Stock owned by the Company as of December 31, 2022. MSP provides healthcare claims reimbursement recovery services using data analytics to identify and recover improper payments made by Medicare, Medicaid and commercial health insurers (each a “Health Plan”), and charged to the company under risk agreements, when the Health Plan is not the primary payor under the Medicare Secondary Payer Act and other state and federal laws. MSP employs a team of data scientists and medical professionals who analyze historical medical claims data to identify recoverable opportunities, which MSP then aggregates and pursues. The Company has irrevocably assigned certain past claims data to MSP, which will be paid by either cash or equity at MSP's option. The $60.4 million in receivables is payable on the earlier of one business day before the filing of MSP's Annual Report on Form 10-K for the year ended December 31, 2022, or April 30, 2023. As of December 31, 2021, $10.0 million of MSP receivables were non-current and included in other assets in the consolidated balance sheet. |
UNPAID SERVICE PROVIDER COSTS
UNPAID SERVICE PROVIDER COSTS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
UNPAID SERVICE PROVIDER COSTS | UNPAID SERVICE PROVIDER COSTS Activity in unpaid service provider costs for the years ended December 31, 2022 and 2021 is summarized below: (in thousands) 2022 2021 Balance as of January 1, $ 230,368 $ 79,013 Incurred related to: Current year 1,868,288 861,226 Prior years 3,894 5,494 1,872,182 866,720 Paid related to: Current year 1,563,790 635,928 Prior years 220,206 79,437 1,783,996 715,365 Balance as of December 31, $ 318,554 $ 230,368 The foregoing reconciliation reflects an increase in our estimate during the year ended December 31, 2022 of $3.9 million and an increase in our estimate during the year ended December 31, 2021 of $5.5 million driven by higher than expected utilization. $114.7 million and $13.6 million of the liabilities for unpaid service provider costs were included in other current liabilities in the consolidated balance sheet as they were in a net deficit position as of December 31, 2022 and December 31, 2021, respectively. In the current year, the Company adjusted the presentation of this table to disclose the entire |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS During the year ended December 31, 2022, the Company completed 10 asset acquisitions for a total purchase price of $76.1 million. The consideration included $5.8 million in cash, $5.9 million in deferred cash, $39.3 million in Class A common stock and $29.3 million in deferred Class A common stock. These amounts were offset by $4.1 million in net contingent assets . Further, in the year ended December 31, 2022 the Company paid a deferred acquisition payment in Class A common stock for $15.8 million related to a prior year acquisition and issued Class A common stock as acquisition bonuses for $2.9 million. For an acquisition made in August 2022 the Company recorded a measurement period adjustment to goodwill for consideration transferred for $1.7 million. The acquisitions were each accounted for as business combinations. The Company does not consider these acquisitions to be material, individually or in aggregate, to the Company’s audited consolidated financial statements. The purchase price allocations substantially resulted in $33.7 million of goodwill and $39.8 million of acquired identifiable intangible assets related to brand names, non-compete agreements, payor relationships and provider relationships valued using the income method. Acquisition-related costs were not material and were expensed as incurred in the audited consolidated statements of operations. In the prior year, the Company completed various acquisitions for a total purchase price of $1.1 billion. The most significant of these acquisitions were University and Doctor’s Medical Center, LLC and Affiliates for $607.9 million and $300.7 million, respectively. 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. 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 immaterial 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. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the asset acquisition date, the estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the asset acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. For changes in the valuation of intangible assets between the preliminary and final purchase price allocation, the related amortization is adjusted in the period it occurs. Subsequent to the measurement period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is identified. Transaction costs that are incurred in connection with an asset acquisition, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL Changes in the net carrying amount of goodwill were as follows: (in thousands) Goodwill as of December 31, 2021 $ 769,667 Business combinations 33,708 Impairment (323,000) Goodwill as of December 31, 2022 $ 480,375 We performed our annual goodwill impairment test on the Company, as one reporting unit, as of October 1, 2022 and chose to bypass the qualitative assessment and proceeded directly to the quantitative assessment. With the assistance of a third-party specialist, management performed the quantitative assessment of the fair value of the Company using the Market Approach and the Income Approach. We applied an equal weighting to the value conclusions resulting from the two employed approaches, because there was sufficient information to estimate the fair value of the Company under both methods. It was determined that the fair value of the Company exceeded the carrying value and that no impairment was necessary. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NETThe following is a summary of property and equipment, net and the related useful lives as of December 31, 2022 and December 31, 2021 (in thousands): Assets Classification Useful Life 2022 2021 Leasehold improvements Lesser of lease term or 15 years $ 86,954 $ 46,283 Medical equipment 3-12 years 15,848 16,133 Vehicles 1-5 years 11,406 7,403 Computer equipment 3-5 years 15,073 7,068 Furniture and fixtures 3-7 years 9,046 4,039 Construction in progress 32,080 24,817 Total 170,407 105,743 Less: Accumulated depreciation and amortization (39,082) (20,482) Property and equipment, net $ 131,325 $ 85,261 Depreciation expense was $17.0 million, $10.9 million and $6.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. 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, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
PAYOR RELATIONSHIPS AND OTHER INTANGIBLES, NET | PAYOR RELATIONSHIPS AND OTHER INTANGIBLES, NET As of December 31, 2022, 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 9.0 years $ 1,409 $ (945) $ 464 Brand names 16.1 years 183,878 (29,169) 154,709 Non-compete agreements 4.8 years 85,476 (28,341) 57,135 Customer relationships 18.2 years 880 (233) 647 Payor relationships 20.0 years 631,214 (63,510) 567,704 Provider relationships 4.3 years 19,842 (6,738) 13,104 Total intangibles, net $ 922,699 $ (128,936) $ 793,763 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 9.0 years $ 1,409 $ (787) $ 622 Brand names 19.3 years 183,238 (9,037) 174,201 Non-compete agreements 4.9 years 75,794 (12,110) 63,684 Customer relationships 18.2 years 880 (184) 696 Payor relationships 20.0 years 609,362 (32,714) 576,648 Provider relationships 5.1 years 12,242 (2,472) 9,770 Total intangibles, net $ 882,925 $ (57,304) $ 825,621 The Company recorded amortization expens e of $71.6 million , $38.5 million and $11.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Expected amortization expense for the Company’s existing amortizable intangibles for the next five years, and thereafter, as of December 31, 2022 is as follows: Amount (in thousands) 2023 $ 83,182 2024 60,348 2025 57,228 2026 47,028 2027 40,243 Thereafter 505,734 Total $ 793,763 We periodically assess our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Changes or consolidation of the use of any of our brand names could result in a reduction in their remaining estimated economic lives, which could lead to increased amortization expense. During the year ended December 31, 2022, the Company decided to rebrand the University primary care facilities which resulted in the useful life of the brand intangibles decreasing from 20 years to 2.5 years, and an acceleration of amortization expense. This change resulted in additional amortization expense of $8.0 million for the year ended December 31, 2022. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
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 15 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, 2022 and 2021 (in thousands): 2022 2021 ROU assets Operating leases $ 177,892 $ 132,173 Finance leases 5,475 3,854 $ 183,367 $ 136,027 Lease liabilities Operating leases $ 190,415 $ 138,211 Finance leases 5,050 3,476 $ 195,465 $ 141,687 ROU assets from finance leases are included in property and equipment, net The components of lease expense for the years ended December 31, 2022 and 2021 (in thousands) were as follows: 2022 2021 Operating lease cost $ 33,213 $ 19,732 Short-term lease cost 818 1,167 Variable lease cost 8,347 4,954 Finance lease cost Amortization of right-of-use assets $ 2,020 $ 1,253 Interest on lease liabilities 290 221 Total finance lease cost $ 2,310 $ 1,474 Sublease income was immaterial for the years ended December 31, 2022 and 2021. Additional information related to operating and finance leases for the years ended December 31, 2022 and 2021 (in thousands) were as follows: 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 290 221 Operating cash flows from operating leases 27,186 16,278 Financing cash flows from finance leases 1,989 1,378 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 68,340 98,742 Finance leases 3,642 2,461 The weighted average remaining lease term (in years) and weighted average discount rate were as follows: 2022 2021 Weighted average remaining lease term - Finance 3.2 years 3.1 years Weighted average remaining lease term - Operating 7.8 years 7.9 years Weighted average discount rate - Finance 6.60 % 6.91 % Weighted average discount rate - Operating 6.66 % 5.92 % Future minimum lease payments under operating and finance leases as of December 31, 2022 were as follows (in thousands): Years ended December 31, Operating Finance Total 2023 $ 35,898 $ 1,958 $ 37,856 2024 34,354 1,671 36,025 2025 31,300 1,245 32,545 2026 28,528 652 29,180 2027 26,024 84 26,108 Thereafter 92,686 — 92,686 Total minimum lease payments 248,790 5,610 254,400 Less: amount representing interest (58,375) (560) (58,935) Lease liabilities $ 190,415 $ 5,050 $ 195,465 |
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 15 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, 2022 and 2021 (in thousands): 2022 2021 ROU assets Operating leases $ 177,892 $ 132,173 Finance leases 5,475 3,854 $ 183,367 $ 136,027 Lease liabilities Operating leases $ 190,415 $ 138,211 Finance leases 5,050 3,476 $ 195,465 $ 141,687 ROU assets from finance leases are included in property and equipment, net The components of lease expense for the years ended December 31, 2022 and 2021 (in thousands) were as follows: 2022 2021 Operating lease cost $ 33,213 $ 19,732 Short-term lease cost 818 1,167 Variable lease cost 8,347 4,954 Finance lease cost Amortization of right-of-use assets $ 2,020 $ 1,253 Interest on lease liabilities 290 221 Total finance lease cost $ 2,310 $ 1,474 Sublease income was immaterial for the years ended December 31, 2022 and 2021. Additional information related to operating and finance leases for the years ended December 31, 2022 and 2021 (in thousands) were as follows: 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 290 221 Operating cash flows from operating leases 27,186 16,278 Financing cash flows from finance leases 1,989 1,378 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 68,340 98,742 Finance leases 3,642 2,461 The weighted average remaining lease term (in years) and weighted average discount rate were as follows: 2022 2021 Weighted average remaining lease term - Finance 3.2 years 3.1 years Weighted average remaining lease term - Operating 7.8 years 7.9 years Weighted average discount rate - Finance 6.60 % 6.91 % Weighted average discount rate - Operating 6.66 % 5.92 % Future minimum lease payments under operating and finance leases as of December 31, 2022 were as follows (in thousands): Years ended December 31, Operating Finance Total 2023 $ 35,898 $ 1,958 $ 37,856 2024 34,354 1,671 36,025 2025 31,300 1,245 32,545 2026 28,528 652 29,180 2027 26,024 84 26,108 Thereafter 92,686 — 92,686 Total minimum lease payments 248,790 5,610 254,400 Less: amount representing interest (58,375) (560) (58,935) Lease liabilities $ 190,415 $ 5,050 $ 195,465 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | OTHER CURRENT LIABILITIES Other current liabilities consisted of the following as of December 31, 2022 and December 31, 2021: (in thousands) December 31, 2022 December 31, 2021 Service fund liability 2 $ 16,652 $ 11,451 Acquired provider payments liability — 10,255 Employee Stock Purchase Plan withholding liability 1,269 10,494 Other 6,570 4,464 Other current liabilities $ 24,491 $ 36,664 |
CONTRACT LIABILITIES
CONTRACT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT LIABILITIES | CONTRACT LIABILITIES As further explained in Note 16, “Related Party Transactions,” in these consolidated financial statements, the Company entered into certain agreements with Humana, Inc. ("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 $6.5 million and $6.1 million as of December 31, 2022 and December 31, 2021, respectively. The short-term portion was recorded in other current liabilities and the long-term portion was recorded in other liabilities. The Company recognized $2.6 million and $1.5 million in revenue from contract liabilities recorded during the years ended December 31, 2022 and 2021, respectively. A summary of significant changes in the contract liabilities balance during the period is as follows: (in thousands) Deferred revenue Balance at December 31, 2020 $ 5,265 Increases due to amounts collected 2,300 Revenues recognized from current period increases (1,506) Balance at December 31, 2021 $ 6,059 Increases due to amounts collected 3,000 Revenues recognized from current period increases (2,598) Balance at December 31, 2022 $ 6,461 Of the December 31, 2022 contract liabilities balance, the Company expects to recognize the following amounts as revenue in the succeeding years: Years ended December 31, Amount (in thousands) 2023 $ 2,699 2024 2,514 2025 1,183 2026 65 2027 — Total $ 6,461 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The Company’s notes payable were as follows as of December 31, 2022 and December 31, 2021: (in thousands) 2022 2021 Term loan and revolving line of credit $ 721,988 $ 644,432 Senior Notes 300,000 300,000 Less: Current portion of notes payable (6,444) (6,493) 1,015,544 937,939 Less: Debt issuance costs (17,738) (22,673) Notes payable, net of current portion and debt issuance costs $ 997,806 $ 915,266 Credit Suisse Credit Agreement Pursuant to the Credit Suisse Credit Agreement the Company has a senior secured term loan and a revolving credit facility. Obligations under the Credit Suisse Credit Agreement are secured by substantially all of the Company’s assets. The Credit Suisse Credit Agreement contains 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 Consolidated Adjusted EBITDA (as defined therein) 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, 2022, the Company was in compliance with the financial maintenance covenant. The term loan under the Credit Suisse Credit Agreement 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 the term loan 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. As of December 31, 2022, the Company has drawn $84.0 million, net of payments, on our revolving line of credit and has an available balance of $36.0 million. As of December 31, 2022 and December 31, 2021, two health plans required the Company to maintain restricted letters of credit for an aggregate amount of $7.2 million and $3.5 million, respectively. Also, as of December 31, 2022 the Company has $4.4 million of cash held as collateral related to the DCE business. The letters of credit and the collateral are both presented within cash, cash equivalents and restricted cash. On January 14, 2022, the Company entered into an amendment to the Credit Suisse Credit Agreement, pursuant to which the outstanding principal amount of term loans was replaced with an equivalent amount of new term loans having substantially similar terms, except with a lower interest rate margin applicable to the new term loan. The amendment of the Credit Suisse Credit Agreement implemented a forward-looking term rate based on the secured overnight financing rate (“SOFR”) as the replacement of LIBOR as the benchmark interest rate for borrowings under the term loan and revolving line of credit, and certain other provisions. The new interest rate applicable to the term loan and borrowing under the revolving line of credit was revised to 4.00% plus the greater of SOFR and the applicable credit spread adjustment or 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 Company has not reached the applicable ratings. The amendment represented a partial extinguishment and resulted in a write-off of deferred issuance costs of $1.4 million w hich was recorded as a loss on extinguishment of debt for the years ended December 31, 2022. During the year ended December 31, 2022, the SOFR exceeded the credit spread adjustment of 0.50% resulting in monthly variable interest rates for the quarter. As of December 31, 2022, the effective interest rate of the term loan was 8.90%. 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. The Senior Notes bear interest at 6.25% per annum, payable semi-annually on April 1st and October 1st of each year, which interest commenced on April 1, 2022. As of December 31, 2022, the effective interest rate of the Senior Notes was 6.66%. 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 Senior 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 Senior Notes at a redemption price of 100% to 103.13%, plus accrued and unpaid interest, depending on the date that the Senior Notes are redeemed. 2023 Term Loan Agreement On February 24, 2023 (the “2023 Term Loan Closing Date”), the Company, through its subsidiaries, Cano Health, LLC (the “Borrower”) and Primary Care (ITC) Intermediate Holdings, LLC (“Holdings”), entered into a Credit Agreement (the “Side-Car Credit Agreement”) with certain lenders and JP Morgan Chase Bank, N.A., as administrative agent (the “2023 Term Loan Administrative Agent”), pursuant to which the lenders provided a senior secured term loan (the “2023 Term Loan”) to the Borrower in the aggregate principal amount of $150 million, the full amount of which was funded on the closing of the facility. Pursuant to the Side-Car Credit Agreement, the 2023 Term Loan bears interest at a rate equal to, (i) on or prior to the date that is the second anniversary of the closing date, 14.00% per annum, payable quarterly either (at the Company’s election) in cash or in kind by adding such amount to the principal balance of the term loan and (ii) thereafter, 13.00% per annum, payable quarterly in cash. The 2023 Term Loan will mature on November 23, 2027 (the “Maturity Date”), the same maturity date as the existing term loan under the Company’s Credit Suisse Credit Agreement. The 2023 Term Loan will not amortize. The Company will use the proceeds from the 2023 Term Loan to pay the transaction fees and expenses incurred in connection with entering into such loan, with the balance being available for the Company’s working capital needs and other general corporate purposes, including the repayment of amounts outstanding under its existing revolving credit facility under the Credit Suisse Credit Agreement, which may be re-borrowed. The Company preliminarily estimates that it incurred approximately $9 million of new debt issuance costs in connection with closing the 2023 Term Loan. The Company realized net proceeds of approximately $141 million from the 2023 Term Loan, net of preliminary estimated transaction fees and costs. Prior to the Maturity Date, the Company may elect to prepay the 2023 Term Loan, in whole or in part, subject to the applicable prepayment premium. If the Borrower voluntarily prepays the 2023 Term Loan, or if the 2023 Term Loan is accelerated, including in connection with a bankruptcy or insolvency proceeding, then the 2023 Term Loan will be subject to an applicable prepayment premium. If the prepayment, repayment or acceleration occurs during the period from and after the Closing Date up to (but not including) the date that is the 18-month anniversary of the initial funding date, the prepayment premium shall be an amount equal to: (i) the aggregate amount of interest which would otherwise have been payable on the principal amount of the 2023 Term Loan prepaid, repaid or accelerated from the date of the occurrence of the trigger event until the date that is the 18-month anniversary of the initial funding date, discounted at the then-applicable treasury rate plus 0.50%, plus (ii) an amount equal to the premium that would otherwise be payable as if such prepayment, repayment or acceleration had occurred on the day after the 18-month anniversary of the initial funding date (the “Make-Whole Amount”). If the prepayment, repayment or acceleration occurs during the period from and after the 18-month anniversary of the initial funding date up to (but not including) the date that is the 30-month anniversary of the initial funding date, the prepayment premium shall be an amount equal to 3.00% of the principal amount of the 2023 Term Loan prepaid, repaid or accelerated on such date in cash. If the prepayment, repayment or acceleration occurs during the period from and after the 30-month anniversary of the initial funding date up to (but not including) the date that is the 42-month anniversary of the initial funding date, the prepayment premium shall be an amount equal to 2.00% of the principal amount of the 2023 Term Loan prepaid, repaid or accelerated on such date in cash. There is no prepayment premium from and after the 42-month anniversary of the initial funding date. In addition, the 2023 Term Loan must be prepaid with the net cash proceeds of any material asset sale (subject to reinvestment rights) or casualty or condemnation event or any incurrence of debt not permitted by the Side-Car Credit Agreement. The Side-Car Credit Agreement also provides for annual excess cash flow mandatory prepayments. The mandatory prepayments under the Side-Car Credit Agreement are substantially consistent with the Credit Suisse Credit Agreement. Mandatory prepayments of the 2023 Term Loan and the term loans under the Credit Suisse Credit Agreement must be offered pro rata to the lenders thereof. The Side-Car Credit Agreement contains certain representations and warranties, events of default and covenants, which are qualified by certain exceptions and baskets, that are customary for a transaction of this type, including, among other things, covenants that restrict the ability of the Borrower and its subsidiaries to incur certain additional indebtedness, create or prevent certain liens on assets, engage in certain mergers or consolidations, engage in asset dispositions, declare or pay dividends and make equity redemptions or restrict the ability of its subsidiaries to do so, make loans and investments, enter into transactions with affiliates, or make voluntary payments, amendments or modifications to subordinated or junior indebtedness. The Side-Car Credit Agreement contains a financial covenant, requiring the Borrower to maintain a First Lien Net Leverage Ratio (i.e., total first lien senior secured net debt to Consolidated Adjusted EBITDA) not to exceed 5.80:1.00 on the last day of any four consecutive fiscal quarter period, with the first testing date on March 31, 2023. The financial covenant under the Side-Car Credit Agreement is substantially consistent with the covenant under the Credit Suisse Credit Agreement with respect to the revolving credit facility, except that under the Side-Car Credit Agreement, the financial covenant will be tested quarterly. The 2023 Term Loan is guaranteed, jointly and severally by Holdings and each domestic wholly-owned material subsidiary of the Borrower’s current and future direct and indirect domestic wholly-owned material subsidiaries, with certain exceptions in accordance with the terms of the Side-Car Credit Agreement. The 2023 Term Loan is secured on a first lien basis by substantially all the assets of the Borrower and the guarantors. The obligations under the Side-Car Credit Agreement and the Credit Suisse Credit Agreement are secured by the same collateral on a ratable basis. In connection with and as consideration for entering into the Side-Car Credit Agreement, on February 24, 2023, the Company granted the lenders warrants to purchase, in the aggregate, up to 29.5 million shares of the Company’s Class A common stock at an exercise price of $0.01 per share, of which 21.6 million were exercised on March 8, 2023. The Company paid customary fees and expenses to the 2023 Term Loan Administrative Agent and the lenders in connection with the Side-Car Credit Agreement. Future Principal Payments on Term Loans and Senior Notes The following table sets forth the Company’s future principal payments as of December 31, 2022 , assuming mandatory prepayment does not occur: (in thousands) Year ending December 31, Amount 2023 $ 6,444 2024 6,444 2025 6,444 2026 6,444 2027 696,212 Thereafter 300,000 Total $ 1,021,988 As of December 31, 2022 and December 31, 2021, the balance of debt issuance costs totaled $18.4 million and $23.3 million, respectively, and are being amortized into interest expense over the life of the loan using the effective interest method. Of the balance as of December 31, 2022, $17.7 million was related to the term loan under the Credit Suisse Credit Agreement and the Senior Notes reflected as a direct reduction to the long-term debt balances, while the remaining $0.7 million was related to the revolving line of credit, and reflected in prepaid expenses and other current assets. The Company recognized interest expense of $62.5 million, $51.3 million and $34.0 million for the years ended December 31, 2022, 2021 and 2020, respectively, of which $3.8 million, $4.9 million and $6.7 million for the years ended December 31, 2022, 2021 and 2020, respectively, were related to the amortization of debt issuance costs. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
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, short-term borrowings and equity investments 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 $745.9 million a nd $945.0 million as of December 31, 2022 and December 31, 2021, respectively. The following is a description of the valuation methodology used for liabilities measured at fair value. Contingent Consideration : On June 11, 2021, we entered into a purchase agreement with University Health Care and its affiliates (“University”). The transaction was financed, in part, through contingent consideration which University would have been entitled to from acquisition add-ons based on additional acquired entities . The consideration was valued at fair value applying a Scenario Based method. The liability balance related to the University contingent consideration was derecognized from the balance sheet in June 2022 as no additional acquisition requirements were completed. 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. As of December, 31, 2022 the seller has met the 2022 performance metrics to earn a 100% payout. On August 5, 2022, the Company entered into a purchase agreement in connection with an acquisition. The transaction was financed, in part, through the issuance of Class A shares and various contingent consideration arrangements valued using different valuation models. Pursuant to the purchase agreement, the seller could exercise its put right and sell the shares to the Company at a set price by delivering written notice of such exercise to the Company by November 3, 2022 if the Company’s fair value of the Class A common stock as of the trading day immediately preceding the exercise date is less than the put price per share. Conversely, the Company could exercise its call right and buy the shares that were issued to the seller at a set price by delivering written notice of such exercise to the seller at any time if the Company’s Class A common stock is more than the call price per share. The put and call options described above were valued using the Black-Scholes model. Further, the purchase price is based on the future performance of the assets acquired in the acquisition which are valued using Monte-Carlo simulations. On November 3, 2022, the Company entered into an agreement that, along with other provisions, cancelled these put and call rights and the balances related to the put and call were removed from the balance sheet. 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 $5.0 million in the fair value of the contingent consideration liability during the year ended December 31, 2022 which was recorded in change in fair value of contingent consideration in the consolidated statement of operations. This decrease was comprised of a gain of $9.0 million related to an amount owed for an acquisition that will be paid in Class A common stock where the decrease in the liability and corresponding gain was a result of our stock price decreasing during the years ended December 31, 2022. Additionally, a gain of $2.9 million was recorded, as described above, related to derecognizing University's contingent consideration from the balance sheet as of December 31, 2022. These gains were offset by a net loss of $6.9 million that was recorded related to the acquisition which was completed on August 5, 2022, as described above, resulting from a change in the fair value of the put and call options, subsequent write-off of the put and call, and future performance of the assets acquired in the acquisitions. Due to sellers: On August 11, 2021, the Company entered into an asset acquisition agreement that called for a payment of Class A common stock contingent on one of several metrics being met. As of December 31, 2022, the seller had met one criteria eliminating the contingency. As of December 31, 2022, the liability was reclassified to current portions due to sellers on the consolidated balance sheet at a fair value of $26.3 million. The liability will continue to be fair valued until paid as it will be settled in a variable amount of Class A common stock. On December 9, 2022, the Company entered into an asset acquisition agreement that called for future payments of Class A common stock. As of December 31, 2022, $15.0 million of the liability was classified as current portions due to sellers and $15.6 million was classified as due to sellers, net of current portion in the consolidated balance. The liability will continue to be fair valued until paid as it will be settled in a variable amount of Class A common stock. Warrant Liabilities: As of June 3, 2021, the Closing Date of the Business Combination, and as of December 31, 2022, there were 23.0 million public warrants ("Public Warrants") and 10.5 million private placement warrants ("Private Placement Warrants") outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815, " Derivatives and Hedges" , under which the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public Warrants and the Private Placement Warrants as liabilities and adjusts them to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any changes in fair value of warrant liabilities is recognized in the Company’s consolidated statements of operations. The Company’s valuation of the warrant liabilities utilize 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 significant inputs not observable in the market as of December 31, 2022 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 December 31, 2022 December 31, 2021 Exercise price $11.50 $11.50 Stock price $1.37 $8.91 Term (years) 3.4 4.4 Risk free interest rate 4.1% 1.2% Dividend yield None None Public warrant price $0.22 $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, 2022 : (in thousands) Carrying Quoted Prices in Significant Significant Liabilities measured at fair value on a recurring basis: Contingent consideration liability $ 2,800 $ — $ — $ 2,800 Due to sellers liabilities 56,940 56,940 — — Public Warrant Liabilities 5,060 5,060 — — Private Placement Warrant Liabilities 2,313 — — 2,313 Total liabilities measured at fair value $ 67,113 $ 62,000 $ — $ 5,113 There was a decrease of $49.9 million in the fair value of the Public Warrant Liabilities during the year ended December 31, 2022, and a decrease of $22.9 million in the fair value of the Private Placement Warrant Liabilities during the year ended December 31, 2022. The change in fair value of the warrant liabilities is reflected in our consolidated statements of operations under the caption change in fair value of warrant liabilities. 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 liability $ 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 The following table includes a roll forward of the amounts for the years ended December 31, 2022 and 2021 and for liabilities measured at fair value: Fair Value Measurements for the Years Ended December 31, 2022 2021 2020 Original Balance as of January 1, $ 118,567 $ 5,172 $ 23,429 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 (5,025) (11,680) 65 Contingent consideration recognized due to acquisitions (4,100) 47,900 2,695 Warrants acquired in the Business Combination — 163,058 — Change in fair value of warrants (72,772) (82,914) — Contingent consideration write off (197) — — Contingent consideration reclassified to due to seller (26,300) (756) (16,059) Due to sellers recognized at fair value 56,940 — — Contingent consideration settled through equity — — (1,958) Contingent consideration payments — (2,213) (3,000) Closing Balance as of December 31, $ 67,113 $ 118,567 $ 5,172 |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2022 | |
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: (in thousands) December 31, 2022 December 31, 2021 Total Assets 3 $ 16,247 $ 3,147 Total Liabilities 1 $ 19,445 $ 29,078 Years Ended December 31, (in thousands) 2022 2021 2020 Total revenue $ 71,951 $ 24,145 $ 227 Operating expenses: Third-party medical costs 39,246 13,133 — Direct patient expense 30,284 9,493 3,109 Selling, general and administrative expenses 4 2,122 2,000 — Depreciation and amortization expense 5 — — — Total operating expenses 71,652 24,626 3,109 Net loss $ 299 $ (481) $ (2,882) There are no restrictions on the Physicians Groups' assets or on the settlement of their liabilities. The assets of the Physicians Groups can be used to settle the Company's obligations. The Physicians Groups are included in the Company’s creditor group; thus, the Company's creditors 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, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS MedCloud Depot, LLC Relationship On August 1, 2022, the Company appointed Bob Camerlinck as Chief Operating Officer ("COO"). The COO owns 20% of MedCloud Depot, LLC ("MedCloud"), a Florida-based software development firm that specializes in health information technology and data warehousing. The Company has a license agreement with MedCloud pursuant to which MedCloud has granted the Company a non-exclusive, non-transferable license to use their software. The Company recorded payments which amounted to $2.6 million, $1.5 million and $0.5 million for years ended December 31, 2022, 2021 and 2020, respectively, which were recorded within the caption selling, general and administrative expenses. The Company owed MedCloud $0.3 million as of December 31, 2022. Dental Excellence and Onsite Dental Relationships On April 14, 2022, CD Support, LLC ("Onsite Dental") acquired Dental Excellence Partners, LLC ("DEP"), a company who at the time of the acquisition was owned by the spouse of Marlow Hernandez, the Company's Chief Executive Officer ("CEO"), and entered into a dental s ervices agreement with the Company. The CEO's spouse became a minority shareholder of Onsite Dental upon closing of the acquisition and remains a member of their Board of Directors and the CEO's brother is employed as a dentist at DEP. The Company has various sublease agreements with Onsite Dental. The Company recognized sublease income of approximately $0.7 million , $0.4 million and $1.0 million, during the years ended December 31, 2022, 2021 and 2020, respectively, which was recorded within the caption "Other Income (Expense)" in the accompanying audited consolidated statements of operations. As of December 31, 2022, an immaterial amount was due to the Company in relation to these agreements and recorded in the caption accounts receivable. On October 9, 2020, the Company entered into a dental services agreement with DEP pursuant to which DEP agreed to provide dental services for managed care members of the Company. The Company recognized expenses of approximately $1.5 million, $4.6 million and $2.4 million during the years ended December 31, 2022, 2021 and 2020, respectively, which was recorded within the caption "Direct Patient Expense". As of December 31, 2022, no balance was due to DEP. Subsequent to Onsite Dental acquiring DEP, the Company entered into a new dental services administration agreement with Onsite Dental to provide dental services for the Company's managed care members. The Company recognized expenses in the amount of approximately $8.2 million for the year ended December 31, 2022. As of December 31, 2022, $1.4 million was owed to Onsite Dental. Humana Relationship In 2020, the Company entered into multi-year agreements with 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. Pursuant to the agreements, Humana is obligated to pay the Company an administrative payment in exchange for the Company providing certain care coordination services. 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 recognizes revenue ratably over the contract term. Care coordination revenue is included in other revenue along with other ancillary healthcare revenues. In addition, in 2020, the Company and Primary Care (ITC), LLC entered into multi-year agreements with Humana and its affiliates whereby Primary Care (ITC) Holdings, LLC entered into a note purchase agreement with Humana for a convertible note due October 2022 with an aggregate principal amount of $60.0 million. The note accrued interest at a rate of 8.0% per annum through March 2020 and 10.0% per annum thereafter, payable in kind. The note was convertible to Class A-4 units of Primary Care (ITC) Holdings, LLC at the option of Humana in the event Primary Care (ITC) Holdings, LLC and affiliates seek to consummate a sale transaction and could be settled in cash at the option of Humana. While the multi-year agreement still exists between the Company and Humana, the note was converted and settled in cash upon the consummation of the Business Combination on June 3, 2021. As such, as of December 31, 2022 for the year ended December 31, 2022, Humana was not a related party due to the repayment of the note. 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 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 entering into the agreements, the Company had existing payor relationships with Humana related to existing revenue arrangements within the Company. The Company recognized in its consolidated statements of operations revenue from Humana, including its subsidiaries, of $307.7 million and $235.5 million for the years ended December 31, 2021 and 2020, respectively. The Company recognized third-party medical expenses of $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 leased a medical space from the Company's COO through the Humana multi-year agreement discussed above. For the medical space, the Company paid Humana $0.6 million and $0.3 million and Humana paid the Company's COO $0.3 million and $0.3 million for the years ended December 31, 2022 and 2021, respectively. In addition, the Company's COO leased 3 other properties directly to the Company and was paid $0.4 million, $2.8 million and $2.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. General Contractor Agreements As of December 31, 2018, the Company has entered into various general contractor agreements with a company that is controlled by the father of the CEO 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, $7.9 million and $7.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Other The CEO’s sister-in-law is employed at the Company as its director of payroll and during 2022 her cash compensation was approximately $135,000, which the Company believes is at market rates. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2021 Stock Option and Incentive Plan At the Company’s special meeting of stockholders held on June 2, 2021, the stockholders approved the 2021 Stock Option and 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 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. Stock 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 are eligible to vest when the Company’s stock price meets specified hurdle prices and stays above those prices for 20 consecutive days after June 3, 2021 and before June 3, 2024 (i.e., the period from grant to the end date of the performance period). 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 unrecognized compensation cost of the Market Condition Awards as of December 31, 2022 was $18.5 million, which is expected to be recognized over the weighted average remaining service period of 1.5 years. Further, on March 15, 2022, in connection with certain performance metrics, the Company granted 0.4 million stock options with service conditions ("Service Condition Awards") to several executive officers of the Company. The Service Conditions Awards vest over four years, with 25% of the shares underlying the award vesting on March 15, 2023, and 25% of the shares underlying the award at the end of each successive one-year period thereafter so long as the optionee stays employed. The unrecognized compensation cost of the Service Condition Awards as of December 31, 2022 was $1.2 million, which is expected to be recognized over the weighted average remaining service period of 1.7 years. Stock Option Valuation The Company uses two valuation methods to determine the fair value of the stock options. 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. 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% The Black-Scholes valuation method is used to determine the fair value of the Service Condition Awards. The Black-Scholes valuation model requires the input of assumptions regarding the expected term, expected volatility, dividend yield and risk-free interest to estimate the fair value of the stock option. The fair values of the Service Condition Awards were calculated using the following assumptions as of the grant date on March 15, 2022: As of March 15, 2022 Strike price $ 6.03 Risk-free interest rate 2.1% Expected volatility 70.0% Expected dividend yield 0.0% Expected term 6.25 A summary of the status of unvested options granted under the 2021 Plan through December 31, 2022 is presented below: Market-Based Stock Options Service-Based Stock Options Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance, December 31, 2020 — — — — Granted 12,831,184 $ 4.23 — — Forfeitures (127,486) 4.23 — — Balance, December 31, 2021 12,703,698 $ 4.23 — — Balance, December 31, 2021 12,703,698 $ 4.23 — — Granted — — 435,141 $ 3.88 Forfeitures (2,068,700) 4.23 (29,489) 3.88 Balance, December 31, 2022 10,634,998 $ 4.23 405,652 $ 3.88 Restricted Stock Units 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, 2022 was $69.1 million for service based awards and $1.4 million for performance based awards, which are performance-adjusted restricted stock units that link granted equity compensation value to the achievement of critical financial objectives. The RSUs and performance-adjusted restricted stock units are expected to be recognized over the weighted average remaining service period of 1.2 years and 1.0 years, respectively. A majority of RSUs vest in equal annual installments over a period of four years from the date of grant. Certain executives of the Company received RSUs which vest over a period of two years in equal annual installments. Further, RSUs granted to non-employee members of the Board of Directors vest over the lesser of one year or upon the next annual stockholder meeting. A summary of the status of unvested RSUs granted under the 2021 Plan through December 31, 2022 is presented below: Restricted-Stock Units Performance - Restricted-Stock Units Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance, December 31, 2020 — — — — Granted 4,481,972 $ 14.43 706,750 $ 12.73 Forfeitures (21,200) 14.75 — — Balance, December 31, 2021 4,460,772 $ 14.43 706,750 $ 12.73 Balance, December 31, 2021 4,460,772 $ 14.43 706,750 $ 12.73 Granted 12,025,050 5.34 — — Vested (3,439,067) 8.75 (176,688) 12.73 Forfeitures (2,374,181) 7.12 (249,585) 12.02 Balance, December 31, 2022 10,672,574 $ 7.64 280,477 $ 13.36 The Company recorded compensation expenses related to stock options and RSUs of $53.1 million, $23.5 million and $0.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company recorded compensation expense related to the 2021 ESPP of $1.7 million and $4.5 million for the years ended December 31, 2022 and 2021. The total stock-based compensation expense related to all the stock-based awards granted by the Company 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, 2022 | |
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 July 2023, 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, 2022, 2021 and 2020, the minimum requirements of the agreements in place were met. Legal Matters On March 18, 2022, a purported stockholder of the Company filed a putative class action lawsuit in the U.S. District Court for the Southern District of Florida against the Company, certain current officers and certain former officers of Jaws , captioned Alberto Gonzalez v. Cano Health, Inc. f/k/a Jaws Acquisition Corp., et al. (No. 1:22-cv-20827) . An amended complaint was filed on February 21, 2023. Defendants’ deadline to answer or move to dismiss the amended complaint is April 7, 2023. The lawsuit alleges violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 against all defendants in connection with allegedly false and misleading statements made by the Company regarding compliance with GAAP and the timing of its revenue recognition from Medicare Advantage contracts in 2021. The lawsuit seeks, among other things, certification of a class action and unspecified compensatory damages for purchasers of the Company’s common stock between May 7, 2021 and February 25, 2022 , as well as attorneys’ fees and costs. The Company believes it has meritorious defenses and intends to vigorously defend against the allegations. The Company is exposed to various other 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, 2022 | |
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, 2022 and 2021 consisted of the following: (in thousands) 2022 2021 Jurisdictional earnings: U.S. losses $ (431,009) $ (113,837) Foreign income (losses) 4,777 (2,886) Total losses (426,232) (116,723) Current: U.S. Federal 188 — U.S. State and local — (2) Foreign 1,960 79 Total current tax expense 2,148 77 Deferred: U.S. Federal — — U.S. State and local — — Foreign 9 (63) Total deferred tax (benefit) expense 9 (63) Total tax expense $ 2,157 $ 14 The tax effect of temporary differences that give rise to a significant portion of the deferred tax assets and deferred tax liabilities consist of the following as of December 31, 2022 and December 31, 2021: (in thousands) 2022 2021 Deferred tax assets: Pass-through income (loss) $ 375,523 $ 315,218 Net operating loss 31,429 12,762 Stock compensation expense 5,737 4,761 Interest expense carryforward 10,294 3,215 Other 2,647 323 Total gross deferred tax 425,630 336,279 Valuation allowance (425,630) (336,279) Net deferred tax assets — — Deferred tax liabilities Fixed Assets (9) — Deferred tax liability, net $ (9) $ — A reconciliation of expected income tax expense at the statutory federal income tax rate of 21% for the years ended December 31, 2022 and 2021 to the Company's effective income tax rate follows: 2022 2021 Percent Percent Income tax benefit computed at statutory rate 21.00 % 21.00 % Permanent items 2.63 % 13.57 % Net income attributable to noncontrolling interest (22.11) % (16.09) % State benefit, net of federal benefit 0.68 % 2.10 % Valuation allowance (3.64) % (21.57) % Foreign rate differential (0.14) % 0.93 % Other, net 1.08 % 0.05 % Total tax expense (0.50) % (0.01) % Our effective tax rate for the year ended December 31, 2022 was (0.50)% compared to (0.01)% for the year ended December 31, 2021. 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 of December 31, 2022, the Company, including its subsidiaries, has approximately $124.8 million of federal net operating loss carryforwards, and $69.5 million of state and foreign net operating loss carryforwards, as well as an immaterial amount of foreign tax credit carryforwards. 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, 2022 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, 2022. The Company does not have any unrecognized tax positions (“UTPs”) as of December 31, 2022. 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 audited 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 2019. In addition, the Puerto Rico subsidiary group is subject to U.S. Federal, state and foreign tax examinations for tax years starting in 2018. 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. As a result of the payments to the TRA Party and Sponsor Party, we generally will be required to pay an amount equal to, but not in excess of, the tax benefit realized from the tax attributes subject to the Tax Receivable Agreement. 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 |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHARE The following table sets forth the net income (loss) and the computation of basic and diluted per common stock for the periods indicated: Years Ended December 31, (in thousands, except shares and per share data) 2022 2021 2020 Numerator: Net income (loss) $ (428,389) $ (116,737) (71,064) Less: net loss attributable to non-controlling interests (221,117) (98,717) — Net income (loss) attributable to Class A common stockholders (207,272) (18,020) — Dilutive effect of warrants on net income to Class A common stockholders — (30,181) N/A Dilutive effect of Class B common stock — (86,334) N/A Net loss attributable to Class A common stockholders - Diluted $ (207,272) $ (134,535) N/A Basic and Diluted Earnings Per Share denominator: Weighted average common stock outstanding - basic 219,166,852 170,507,194 N/A Net income (loss) per share - basic $ (0.95) $ (0.11) N/A Diluted Earnings Per Share: Dilutive effect of warrants on weighted average common stock outstanding — 224,920 N/A Dilutive effect of Class B common stock on weighted average common stock outstanding — 304,965,111 N/A Weighted average common stock outstanding - diluted 219,166,852 475,697,225 N/A Net loss per share - diluted $ (0.95) $ (0.28) N/A 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 basic 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 20 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 shares to be issued to the seller, if any, from the escrow account 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, 2022 diluted earnings per share calculation because they were anti-dilutive. No securities were dilutive for the year ended December 31, 2022. The table below presents the Company’s potentially dilutive securities: As of December 31, 2022 Class B common stock 268,794,608 Public Warrants 22,999,900 Private Placement Warrants 10,533,292 Restricted Stock Units 10,953,051 Stock Options 11,040,650 Contingent Shares Issued in Connection with Acquisitions 2,720,966 ESPP Shares 1,330,906 Potential Common Stock Equivalents 328,373,373 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
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 U.S., including Puerto Rico, and all of the Company’s long-lived assets were located in the U.S. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSThe Company has evaluated subsequent events through the filing of this Form 10-K, and determined that there have been no events other than our 2023 Term Loan Agreement (See Note 13, "Debt," included in these consolidated financial statements) that have occurred, which would require adjustments to our disclosures in the audited consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The audited 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, |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. Such reclassifications impacted the classification of: accounts receivable (including unpaid service provider costs), inventory, current and long-term portion of equipment loans, due to seller, accounts payable and accrued expenses and current and long-term deferred revenue. These reclassifications had no impact on net loss as previously presented. |
Basis of Presentation | Basis of Presentation These audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). |
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 stockholders’ 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 5-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 5-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., the 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 CostsThird-party medical costs primarily consist of all medical expenses paid by the health plans, including inpatient and hospital care, specialists, and medicines, net of rebates, for which the Company bears risk. Third-party medical costs include estimates of future medical claims that have been incurred by the patient, but for which the provider has not yet billed. Our accrual for medical services incurred but not reported reflects our best estimates of unpaid medical expenses as of the end of any particular period. These claim estimates are made utilizing standard actuarial methodologies and are continually evaluated and adjusted by management based upon our historical claims experience and other factors, including regular independent assessments by a nationally recognized actuarial firm. Adjustments, if necessary, are made to medical claims expense and capitated revenues when the assumptions used to determine our claims liability change and when actual claim costs are ultimately determined. |
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. |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cashCash and cash equivalents are highly liquid investments purchased with original maturities of three months or less. These restricted cash balances are included within the caption cash, cash equivalents and restricted cash in the accompanying consolidated balance sheets. |
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, 2022 and December 31, 2021, the Company believed no allowance was 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. 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. |
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 |
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 one |
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. |
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. In the current year, we chose to bypass the qualitative assessment and proceed directly to the quantitative assessment. |
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 | LeasesThe 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. |
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 of whether 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. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. |
Management Estimates | Management EstimatesThe 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. |
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 17, "Stock-Based Compensation," in these consolidated financial statements 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, 2022 , the Seller, the former sole owner and managing member of PCIH, held approximately 54.5% of voting rights in Cano Health, Inc. and 54.5% of economic rights in PCIH, while other investors, including the former stockholders of Jaws and PIPE Investors held approximately 45.5% of economic and voting rights in Cano Health, Inc. and 45.5% of economic and 100.0% of managing rights in PCIH. Subsequent to closing the Business Combination, income attributable to Cano Health, Inc. is taxed under Subchapter C while PCIH will continues 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 19, “ Income Taxes, ” in these consolidated financial statements 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adoption of New Accounting Standards 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, 2024. The Company elected to use the practical expedients within the standard when accounting for a portion of the amendment to the term loan. The adoption did not materially impact net loss. |
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. |
REVENUE AND ACCOUNTS RECEIVAB_2
REVENUE AND ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue | The Company’s revenue streams for the years ended December 31, 2022, 2021 and 2020 were as follows: Years Ended December 31, 2022 2021 2020 (in thousands) Revenue $ Revenue % Revenue $ Revenue % Revenue $ Revenue % Capitated revenue Medicare $ 2,392,445 87.4 % $ 1,334,308 82.9 % $ 672,588 80.9 % Other capitated revenue 214,471 7.8 % 194,812 12.1 % 123,785 14.9 % Total capitated revenue 2,606,916 95.2 % 1,529,120 95.0 % 796,373 95.8 % Fee-for-service and other revenue Fee-for-service 43,171 1.6 % 25,383 1.6 % 9,504 1.1 % Pharmacy 50,096 1.8 % 36,306 2.3 % 23,079 2.8 % Other 38,733 1.4 % 18,560 1.1 % 2,620 0.3 % Total fee-for-service and other revenue 132,000 4.8 % 80,249 5.0 % 35,203 4.2 % Total revenue $ 2,738,916 100.0 % $ 1,609,369 100.0 % $ 831,576 100.0 % |
Schedule of Account Receivable Balance | The Company's accounts receivable balances are summarized for the periods indicated below. The Company’s accounts receivable are presented net of the unpaid service provider costs. A right of offset exists when all of the following conditions are met: 1) each of the two parties owed the other determinable amounts; 2) the reporting party has the right to offset the amount owed with the amount owed to the other party; 3) the reporting party intends to offset; and 4) the right of offset is enforceable by law. The Company believes all of the aforementioned conditions existed as of December 31, 2022 and December 31, 2021. As of (in thousands) December 31, 2022 December 31, 2021 Accounts receivable $ 388,122 $ 227,889 Medicare risk adjustment 49,586 21,072 Unpaid service provider costs (203,892) (115,528) Accounts receivable, net $ 233,816 $ 133,433 |
Schedule of Concentration of Risk | Contracts with three of the payors accounted for the following amounts: Years Ended December 31, 2022 2021 2020 Revenues 63.7% 59.9% 69.9% As of December 31, 2022 December 31, 2021 Accounts receivable 56.3% 43.3% |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of December 31, 2022 and December 31, 2021: (in thousands) December 31, 2022 December 31, 2021 Third party receivables $ 60,400 $ — Other 19,203 20,632 Prepaid expenses and other current assets $ 79,603 $ 20,632 |
UNPAID SERVICE PROVIDER COSTS (
UNPAID SERVICE PROVIDER COSTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Activity in Unpaid Service Provider Costs | Activity in unpaid service provider costs for the years ended December 31, 2022 and 2021 is summarized below: (in thousands) 2022 2021 Balance as of January 1, $ 230,368 $ 79,013 Incurred related to: Current year 1,868,288 861,226 Prior years 3,894 5,494 1,872,182 866,720 Paid related to: Current year 1,563,790 635,928 Prior years 220,206 79,437 1,783,996 715,365 Balance as of December 31, $ 318,554 $ 230,368 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Net Carrying Amount of Goodwill | Changes in the net carrying amount of goodwill were as follows: (in thousands) Goodwill as of December 31, 2021 $ 769,667 Business combinations 33,708 Impairment (323,000) Goodwill as of December 31, 2022 $ 480,375 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and December 31, 2021 (in thousands): Assets Classification Useful Life 2022 2021 Leasehold improvements Lesser of lease term or 15 years $ 86,954 $ 46,283 Medical equipment 3-12 years 15,848 16,133 Vehicles 1-5 years 11,406 7,403 Computer equipment 3-5 years 15,073 7,068 Furniture and fixtures 3-7 years 9,046 4,039 Construction in progress 32,080 24,817 Total 170,407 105,743 Less: Accumulated depreciation and amortization (39,082) (20,482) Property and equipment, net $ 131,325 $ 85,261 |
PAYOR RELATIONSHIPS AND OTHER_2
PAYOR RELATIONSHIPS AND OTHER INTANGIBLES, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Total Intangible, Net | As of December 31, 2022, 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 9.0 years $ 1,409 $ (945) $ 464 Brand names 16.1 years 183,878 (29,169) 154,709 Non-compete agreements 4.8 years 85,476 (28,341) 57,135 Customer relationships 18.2 years 880 (233) 647 Payor relationships 20.0 years 631,214 (63,510) 567,704 Provider relationships 4.3 years 19,842 (6,738) 13,104 Total intangibles, net $ 922,699 $ (128,936) $ 793,763 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 9.0 years $ 1,409 $ (787) $ 622 Brand names 19.3 years 183,238 (9,037) 174,201 Non-compete agreements 4.9 years 75,794 (12,110) 63,684 Customer relationships 18.2 years 880 (184) 696 Payor relationships 20.0 years 609,362 (32,714) 576,648 Provider relationships 5.1 years 12,242 (2,472) 9,770 Total intangibles, net $ 882,925 $ (57,304) $ 825,621 |
Schedule 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, 2022 is as follows: Amount (in thousands) 2023 $ 83,182 2024 60,348 2025 57,228 2026 47,028 2027 40,243 Thereafter 505,734 Total $ 793,763 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 (in thousands): 2022 2021 ROU assets Operating leases $ 177,892 $ 132,173 Finance leases 5,475 3,854 $ 183,367 $ 136,027 Lease liabilities Operating leases $ 190,415 $ 138,211 Finance leases 5,050 3,476 $ 195,465 $ 141,687 The weighted average remaining lease term (in years) and weighted average discount rate were as follows: 2022 2021 Weighted average remaining lease term - Finance 3.2 years 3.1 years Weighted average remaining lease term - Operating 7.8 years 7.9 years Weighted average discount rate - Finance 6.60 % 6.91 % Weighted average discount rate - Operating 6.66 % 5.92 % |
Schedule of Lease Expense | The components of lease expense for the years ended December 31, 2022 and 2021 (in thousands) were as follows: 2022 2021 Operating lease cost $ 33,213 $ 19,732 Short-term lease cost 818 1,167 Variable lease cost 8,347 4,954 Finance lease cost Amortization of right-of-use assets $ 2,020 $ 1,253 Interest on lease liabilities 290 221 Total finance lease cost $ 2,310 $ 1,474 Additional information related to operating and finance leases for the years ended December 31, 2022 and 2021 (in thousands) were as follows: 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 290 221 Operating cash flows from operating leases 27,186 16,278 Financing cash flows from finance leases 1,989 1,378 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 68,340 98,742 Finance leases 3,642 2,461 |
Schedule of Future Minimum Lease Payments for Operating Leases | Future minimum lease payments under operating and finance leases as of December 31, 2022 were as follows (in thousands): Years ended December 31, Operating Finance Total 2023 $ 35,898 $ 1,958 $ 37,856 2024 34,354 1,671 36,025 2025 31,300 1,245 32,545 2026 28,528 652 29,180 2027 26,024 84 26,108 Thereafter 92,686 — 92,686 Total minimum lease payments 248,790 5,610 254,400 Less: amount representing interest (58,375) (560) (58,935) Lease liabilities $ 190,415 $ 5,050 $ 195,465 |
Schedule of Future Minimum Lease Payments for Finance Leases | Future minimum lease payments under operating and finance leases as of December 31, 2022 were as follows (in thousands): Years ended December 31, Operating Finance Total 2023 $ 35,898 $ 1,958 $ 37,856 2024 34,354 1,671 36,025 2025 31,300 1,245 32,545 2026 28,528 652 29,180 2027 26,024 84 26,108 Thereafter 92,686 — 92,686 Total minimum lease payments 248,790 5,610 254,400 Less: amount representing interest (58,375) (560) (58,935) Lease liabilities $ 190,415 $ 5,050 $ 195,465 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following as of December 31, 2022 and December 31, 2021: (in thousands) December 31, 2022 December 31, 2021 Service fund liability 2 $ 16,652 $ 11,451 Acquired provider payments liability — 10,255 Employee Stock Purchase Plan withholding liability 1,269 10,494 Other 6,570 4,464 Other current liabilities $ 24,491 $ 36,664 |
CONTRACT LIABILITIES (Tables)
CONTRACT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule 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 at December 31, 2020 $ 5,265 Increases due to amounts collected 2,300 Revenues recognized from current period increases (1,506) Balance at December 31, 2021 $ 6,059 Increases due to amounts collected 3,000 Revenues recognized from current period increases (2,598) Balance at December 31, 2022 $ 6,461 Of the December 31, 2022 contract liabilities balance, the Company expects to recognize the following amounts as revenue in the succeeding years: Years ended December 31, Amount (in thousands) 2023 $ 2,699 2024 2,514 2025 1,183 2026 65 2027 — Total $ 6,461 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company’s notes payable were as follows as of December 31, 2022 and December 31, 2021: (in thousands) 2022 2021 Term loan and revolving line of credit $ 721,988 $ 644,432 Senior Notes 300,000 300,000 Less: Current portion of notes payable (6,444) (6,493) 1,015,544 937,939 Less: Debt issuance costs (17,738) (22,673) Notes payable, net of current portion and debt issuance costs $ 997,806 $ 915,266 |
Schedule of Maturities of Long-term Debt | The following table sets forth the Company’s future principal payments as of December 31, 2022 , assuming mandatory prepayment does not occur: (in thousands) Year ending December 31, Amount 2023 $ 6,444 2024 6,444 2025 6,444 2026 6,444 2027 696,212 Thereafter 300,000 Total $ 1,021,988 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
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 December 31, 2022 December 31, 2021 Exercise price $11.50 $11.50 Stock price $1.37 $8.91 Term (years) 3.4 4.4 Risk free interest rate 4.1% 1.2% Dividend yield None None Public warrant price $0.22 $2.39 |
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, 2022 : (in thousands) Carrying Quoted Prices in Significant Significant Liabilities measured at fair value on a recurring basis: Contingent consideration liability $ 2,800 $ — $ — $ 2,800 Due to sellers liabilities 56,940 56,940 — — Public Warrant Liabilities 5,060 5,060 — — Private Placement Warrant Liabilities 2,313 — — 2,313 Total liabilities measured at fair value $ 67,113 $ 62,000 $ — $ 5,113 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 liability $ 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 |
Schedule of Liabilities Measured At Fair Value Using Significant Unobservable Inputs | The following table includes a roll forward of the amounts for the years ended December 31, 2022 and 2021 and for liabilities measured at fair value: Fair Value Measurements for the Years Ended December 31, 2022 2021 2020 Original Balance as of January 1, $ 118,567 $ 5,172 $ 23,429 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 (5,025) (11,680) 65 Contingent consideration recognized due to acquisitions (4,100) 47,900 2,695 Warrants acquired in the Business Combination — 163,058 — Change in fair value of warrants (72,772) (82,914) — Contingent consideration write off (197) — — Contingent consideration reclassified to due to seller (26,300) (756) (16,059) Due to sellers recognized at fair value 56,940 — — Contingent consideration settled through equity — — (1,958) Contingent consideration payments — (2,213) (3,000) Closing Balance as of December 31, $ 67,113 $ 118,567 $ 5,172 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Aggregated VIE Assets and Liabilities and Performance | The table below illustrates the aggregated VIE assets and liabilities and performance for the Physicians Groups: (in thousands) December 31, 2022 December 31, 2021 Total Assets 3 $ 16,247 $ 3,147 Total Liabilities 1 $ 19,445 $ 29,078 Years Ended December 31, (in thousands) 2022 2021 2020 Total revenue $ 71,951 $ 24,145 $ 227 Operating expenses: Third-party medical costs 39,246 13,133 — Direct patient expense 30,284 9,493 3,109 Selling, general and administrative expenses 4 2,122 2,000 — Depreciation and amortization expense 5 — — — Total operating expenses 71,652 24,626 3,109 Net loss $ 299 $ (481) $ (2,882) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Stock Options Granted Using Monte-Carlo model and Service Condition Awards | 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% As of March 15, 2022 Strike price $ 6.03 Risk-free interest rate 2.1% Expected volatility 70.0% Expected dividend yield 0.0% Expected term 6.25 |
Schedule of Activity of Unvested Options | A summary of the status of unvested options granted under the 2021 Plan through December 31, 2022 is presented below: Market-Based Stock Options Service-Based Stock Options Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance, December 31, 2020 — — — — Granted 12,831,184 $ 4.23 — — Forfeitures (127,486) 4.23 — — Balance, December 31, 2021 12,703,698 $ 4.23 — — Balance, December 31, 2021 12,703,698 $ 4.23 — — Granted — — 435,141 $ 3.88 Forfeitures (2,068,700) 4.23 (29,489) 3.88 Balance, December 31, 2022 10,634,998 $ 4.23 405,652 $ 3.88 |
Schedule of Unvested Restricted Stock Units and Performance Restricted Stock Activity | A summary of the status of unvested RSUs granted under the 2021 Plan through December 31, 2022 is presented below: Restricted-Stock Units Performance - Restricted-Stock Units Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance, December 31, 2020 — — — — Granted 4,481,972 $ 14.43 706,750 $ 12.73 Forfeitures (21,200) 14.75 — — Balance, December 31, 2021 4,460,772 $ 14.43 706,750 $ 12.73 Balance, December 31, 2021 4,460,772 $ 14.43 706,750 $ 12.73 Granted 12,025,050 5.34 — — Vested (3,439,067) 8.75 (176,688) 12.73 Forfeitures (2,374,181) 7.12 (249,585) 12.02 Balance, December 31, 2022 10,672,574 $ 7.64 280,477 $ 13.36 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense From Continuing Operations | The net loss for the years ended December 31, 2022 and 2021 consisted of the following: (in thousands) 2022 2021 Jurisdictional earnings: U.S. losses $ (431,009) $ (113,837) Foreign income (losses) 4,777 (2,886) Total losses (426,232) (116,723) Current: U.S. Federal 188 — U.S. State and local — (2) Foreign 1,960 79 Total current tax expense 2,148 77 Deferred: U.S. Federal — — U.S. State and local — — Foreign 9 (63) Total deferred tax (benefit) expense 9 (63) Total tax expense $ 2,157 $ 14 |
Summary of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that give rise to a significant portion of the deferred tax assets and deferred tax liabilities consist of the following as of December 31, 2022 and December 31, 2021: (in thousands) 2022 2021 Deferred tax assets: Pass-through income (loss) $ 375,523 $ 315,218 Net operating loss 31,429 12,762 Stock compensation expense 5,737 4,761 Interest expense carryforward 10,294 3,215 Other 2,647 323 Total gross deferred tax 425,630 336,279 Valuation allowance (425,630) (336,279) Net deferred tax assets — — Deferred tax liabilities Fixed Assets (9) — Deferred tax liability, net $ (9) $ — |
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, 2022 and 2021 to the Company's effective income tax rate follows: 2022 2021 Percent Percent Income tax benefit computed at statutory rate 21.00 % 21.00 % Permanent items 2.63 % 13.57 % Net income attributable to noncontrolling interest (22.11) % (16.09) % State benefit, net of federal benefit 0.68 % 2.10 % Valuation allowance (3.64) % (21.57) % Foreign rate differential (0.14) % 0.93 % Other, net 1.08 % 0.05 % Total tax expense (0.50) % (0.01) % |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net (Income) Loss Per Common Share | The following table sets forth the net income (loss) and the computation of basic and diluted per common stock for the periods indicated: Years Ended December 31, (in thousands, except shares and per share data) 2022 2021 2020 Numerator: Net income (loss) $ (428,389) $ (116,737) (71,064) Less: net loss attributable to non-controlling interests (221,117) (98,717) — Net income (loss) attributable to Class A common stockholders (207,272) (18,020) — Dilutive effect of warrants on net income to Class A common stockholders — (30,181) N/A Dilutive effect of Class B common stock — (86,334) N/A Net loss attributable to Class A common stockholders - Diluted $ (207,272) $ (134,535) N/A Basic and Diluted Earnings Per Share denominator: Weighted average common stock outstanding - basic 219,166,852 170,507,194 N/A Net income (loss) per share - basic $ (0.95) $ (0.11) N/A Diluted Earnings Per Share: Dilutive effect of warrants on weighted average common stock outstanding — 224,920 N/A Dilutive effect of Class B common stock on weighted average common stock outstanding — 304,965,111 N/A Weighted average common stock outstanding - diluted 219,166,852 475,697,225 N/A Net loss per share - diluted $ (0.95) $ (0.28) N/A |
Schedule of Diluted Net Income (Loss) Per Share | The table below presents the Company’s potentially dilutive securities: As of December 31, 2022 Class B common stock 268,794,608 Public Warrants 22,999,900 Private Placement Warrants 10,533,292 Restricted Stock Units 10,953,051 Stock Options 11,040,650 Contingent Shares Issued in Connection with Acquisitions 2,720,966 ESPP Shares 1,330,906 Potential Common Stock Equivalents 328,373,373 |
NATURE OF BUSINESS AND OPERAT_2
NATURE OF BUSINESS AND OPERATIONS - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Aug. 11, 2021 shares | Jun. 11, 2021 USD ($) shares | Jun. 03, 2021 USD ($) $ / shares shares | Dec. 31, 2022 vote shares | Dec. 31, 2021 USD ($) shares | |
Nature Of Business And Operations [Line Items] | |||||
Payment to acquire business | $ | $ 1,100 | ||||
Primary Care ITC Intermediate Holdings LLC | |||||
Nature Of Business And Operations [Line Items] | |||||
Percentage of controlling ownership | 35.10% | 45.50% | |||
Primary Care ITC Intermediate Holdings LLC | |||||
Nature Of Business And Operations [Line Items] | |||||
Percentage of non controlling ownership | 64.90% | 54.50% | |||
Jaws Acquisition Corp | Primary Care ITC Intermediate Holdings LLC | |||||
Nature Of Business And Operations [Line Items] | |||||
Payment to acquire business | $ | $ 466.5 | ||||
Business combination, consideration transferred | $ | $ 3,534.9 | ||||
Business acquisition equity interests issued or issuable shares (in shares) | 3,068,400,000 | ||||
Business acquisition share price (in dollars per share) | $ / shares | $ 10 | ||||
Jaws Acquisition Corp | PIPE Financing | |||||
Nature Of Business And Operations [Line Items] | |||||
Payment to acquire business | $ | $ 800 | ||||
University Health Care and its Affiliates | |||||
Nature Of Business And Operations [Line Items] | |||||
Payment to acquire business | $ | $ 538.3 | $ 607.9 | |||
University Health Care and its Affiliates | Primary Care ITC Intermediate Holdings LLC | |||||
Nature Of Business And Operations [Line Items] | |||||
Business combination, consideration transferred | $ | $ 607.9 | ||||
Class A | |||||
Nature Of Business And Operations [Line Items] | |||||
Common stock outstanding (in shares) | 224,118,566 | 180,113,551 | |||
Shares issued in PIPE financing (in shares) | 2,720,966 | ||||
Class A | Jaws Acquisition Corp | PIPE Financing | |||||
Nature Of Business And Operations [Line Items] | |||||
Shares issued in PIPE financing (in shares) | 80,000,000 | ||||
Class A | 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 | 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 | ||||
Class B common stock | |||||
Nature Of Business And Operations [Line Items] | |||||
Common stock outstanding (in shares) | 268,794,608 | 297,385,981 | |||
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 | 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 | Founder Shares | Jaws Sponsor LLC | |||||
Nature Of Business And Operations [Line Items] | |||||
Common stock outstanding (in shares) | 17,250,000 | ||||
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 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warrant Liabilities (Details) - $ / shares shares in Thousands | Jun. 03, 2021 | Dec. 31, 2022 |
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 | |
Strike price (in dollars per share) | $ 18 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 23,000 | 23,000 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 10,530 | 10,500 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable, Net of Unpaid Service Provider Costs (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts receivable | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Details) - Leaseholds and Leasehold Improvements | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 1 year |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 15 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangibles, Net (Details) - unit | 12 Months Ended | |
Oct. 01, 2022 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Number of reporting units | 1 | 1 |
Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 1 year | |
Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 20 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Professional and General Liability (Details) - Professional and General Liability - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Malpractice Insurance [Line Items] | ||
Malpractice insurance policy with a coverage limit | $ 1 | |
Malpractice insurance policy with a aggregate coverage limit | 3 | |
Umbrella Insurance policy coverage | 5 | |
Insurance claim liabilities | $ 0.3 | $ 0.3 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising and Marketing Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Selling, General and Administrative Expenses | |||
Schedule of Marketing and Advertising Expense [Line Items] | |||
Advertising and marketing expense | $ 28.2 | $ 19.4 | $ 8.7 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Restricted-Stock Units | |
Accounting Policies [Line Items] | |
Vesting period | 4 years |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) | Dec. 31, 2022 | Jun. 03, 2021 |
Primary Care ITC Intermediate Holdings LLC | ||
Income Tax Disclosure [Line Items] | ||
Percentage of non controlling ownership | 54.50% | 64.90% |
Former Stock Holders Of Jaws And Pipe Investors | ||
Income Tax Disclosure [Line Items] | ||
Percentage of managing rights | 100% |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Other current liabilities related to employee contributions to the ESPP | $ 1,269 | $ 10,494 |
REVENUE AND ACCOUNTS RECEIVAB_3
REVENUE AND ACCOUNTS RECEIVABLE - Summary of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 2,738,916 | $ 1,609,369 | $ 831,576 |
Revenue % | 100% | 100% | 100% |
Capitated revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 2,606,916 | $ 1,529,120 | $ 796,373 |
Revenue % | 95.20% | 95% | 95.80% |
Fee-for-service and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 132,000 | $ 80,249 | $ 35,203 |
Revenue % | 4.80% | 5% | 4.20% |
Medicare | Capitated revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 2,392,445 | $ 1,334,308 | $ 672,588 |
Revenue % | 87.40% | 82.90% | 80.90% |
Other capitated revenue | Capitated revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 214,471 | $ 194,812 | $ 123,785 |
Revenue % | 7.80% | 12.10% | 14.90% |
Other capitated revenue | Fee-for-service and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 38,733 | $ 18,560 | $ 2,620 |
Revenue % | 1.40% | 1.10% | 0.30% |
Fee-for-service | Fee-for-service and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 43,171 | $ 25,383 | $ 9,504 |
Revenue % | 1.60% | 1.60% | 1.10% |
Pharmacy | Fee-for-service and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 50,096 | $ 36,306 | $ 23,079 |
Revenue % | 1.80% | 2.30% | 2.80% |
REVENUE AND ACCOUNTS RECEIVAB_4
REVENUE AND ACCOUNTS RECEIVABLE - Summary of Account Receivable Balance (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | $ 233,816 | $ 133,433 |
Accounts receivable | ||
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | 388,122 | 227,889 |
Medicare risk adjustment | ||
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | 49,586 | 21,072 |
Unpaid service provider costs | ||
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | $ (203,892) | $ (115,528) |
REVENUE AND ACCOUNTS RECEIVAB_5
REVENUE AND ACCOUNTS RECEIVABLE - Concentration of Risk (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Three Payors | Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 63.70% | 59.90% | 69.90% |
Three Payors | Accounts receivable | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 56.30% | 43.30% | |
Two Payors | Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 53.60% | 59.30% |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Schedule of Prepaid And Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Third party receivables | $ 60,400 | $ 0 |
Other | 19,203 | 20,632 |
Prepaid expenses and other current assets | $ 79,603 | $ 20,632 |
PREPAID EXPENSES AND OTHER CU_4
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Narrative (Details) $ in Thousands | Dec. 31, 2022 USD ($) d | Dec. 31, 2021 USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Third party receivables | $ 60,400 | $ 0 |
Noncurrent third party receivable | $ 10,000 | |
MSP Recovery Inc. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Equity investment | 1,600 | |
MSP Recovery Inc. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Third party receivables | $ 60,400 | |
Number of business day | d | 1 |
UNPAID SERVICE PROVIDER COSTS -
UNPAID SERVICE PROVIDER COSTS - Summary of Activity in Unpaid Service Provider Cost For The Period (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Unpaid Service Cost [Roll Forward] | ||
Beginning balance | $ 230,368 | $ 79,013 |
Unpaid service cost incurred in current year | 1,868,288 | 861,226 |
Unpaid service cost incurred in prior years | 3,894 | 5,494 |
Total | 1,872,182 | 866,720 |
Unpaid service cost paid in current year | 1,563,790 | 635,928 |
Unpaid service cost paid in prior years | 220,206 | 79,437 |
Total | 1,783,996 | 715,365 |
Ending balance | $ 318,554 | $ 230,368 |
UNPAID SERVICE PROVIDER COSTS_2
UNPAID SERVICE PROVIDER COSTS - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Increase (decrease) in estimates for unpaid service costs | $ 3.9 | $ 5.5 |
Incurred but not realized costs reclassified to other current liabilities | 114.7 | 13.6 |
Loss contingency insurance policy, deductible | 0.1 | 0.1 |
Loss contingency insurance policy, maximum coverage limit | 2 | 2 |
Loss contingency insurance policy, premiums | 14.1 | 7.3 |
Loss contingency insurance policy, insurance reimbursements | $ 41.4 | $ 18.8 |
BUSINESS ACQUISITIONS - Additio
BUSINESS ACQUISITIONS - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 USD ($) | Jul. 02, 2021 USD ($) | Jun. 11, 2021 USD ($) shares | Aug. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) acquistion | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | |||||||
Cash payments to acquire assets | $ 1,100,000 | ||||||
Contingent assets | $ 1,500 | 47,900 | $ 2,695 | ||||
Net income | $ (207,272) | (18,020) | |||||
University Health Care and its Affiliates | |||||||
Business Acquisition [Line Items] | |||||||
Cash payments to acquire assets | $ 538,300 | 607,900 | |||||
Purchase accounting adjustments | $ 3,200 | ||||||
Revenues | 188,400 | ||||||
Net income | 17,400 | ||||||
Business combination, contingent consideration | 9,600 | ||||||
University Health Care and its Affiliates | Primary Care ITC Intermediate Holdings LLC | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, consideration transferred | 607,900 | ||||||
University Health Care and its Affiliates | Class A | |||||||
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) | shares | 4,055,698 | ||||||
University Health Care and its Affiliates | Non-compete agreements | |||||||
Business Acquisition [Line Items] | |||||||
Non-compete intangibles | $ 45,191 | ||||||
Estimated useful life of intangible assets | 5 years | ||||||
Intangible assets | $ 45,200 | ||||||
Doctor's Medical Center, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Cash payments to acquire assets | $ 300,700 | 300,700 | |||||
Revenues | 94,300 | ||||||
Net income | 11,900 | ||||||
Doctor's Medical Center, LLC | Non-compete agreements | |||||||
Business Acquisition [Line Items] | |||||||
Non-compete intangibles | $ 1,700 | ||||||
Estimated useful life of intangible assets | 5 years | ||||||
Other asset acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquisitions | acquistion | 10 | ||||||
Purchase price of asset acquisition | $ 76,100 | ||||||
Cash payments to acquire assets | 5,800 | ||||||
Deferred cash payments | 5,900 | ||||||
Liability to issue registered shares | 39,300 | ||||||
Deferred acquisition payment | 15,800 | $ 2,900 | |||||
Contingent assets | (4,100) | ||||||
Purchase accounting adjustments | $ 1,700 | ||||||
Goodwill | 33,700 | ||||||
Indefinite-lived intangible assets acquired | 39,800 | ||||||
Other asset acquisitions | Class A | |||||||
Business Acquisition [Line Items] | |||||||
Deferred acquisition payment | $ 29,300 |
BUSINESS ACQUISITIONS - Summary
BUSINESS ACQUISITIONS - Summary of Allocation of the Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 02, 2021 | Jun. 11, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 480,375 | $ 769,667 | ||
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 | Trade names | ||||
Business Acquisition [Line Items] | ||||
Trade name | 25,500 | |||
Doctor's Medical Center, LLC | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Non-compete intangibles | $ 1,700 | |||
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 | |||
Other 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 agreements | ||||
Business Acquisition [Line Items] | ||||
Non-compete intangibles | $ 45,191 |
GOODWILL - Changes in Net Carry
GOODWILL - Changes in Net Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Goodwill as of December 31, 2021 | $ 769,667 | ||
Business combinations | 33,708 | ||
Impairment | (323,000) | $ 0 | $ 0 |
Goodwill as of December 31, 2022 | $ 480,375 | $ 769,667 |
GOODWILL - Narrative (Details)
GOODWILL - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Oct. 01, 2022 unit | Dec. 31, 2022 USD ($) unit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Number of reporting units | unit | 1 | 1 | ||
Goodwill impairment loss | $ | $ 323,000 | $ 0 | $ 0 |
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, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 170,407 | $ 105,743 |
Less: Accumulated depreciation and amortization | (39,082) | (20,482) |
Property and equipment, net | $ 131,325 | 85,261 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 15 years | |
Property and equipment, total | $ 86,954 | 46,283 |
Medical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 15,848 | 16,133 |
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 | $ 11,406 | 7,403 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 1 year | |
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 and equipment, total | $ 15,073 | 7,068 |
Computer equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 3 years | |
Computer equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 5 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 9,046 | 4,039 |
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 | $ 32,080 | $ 24,817 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 17 | $ 10.9 | $ 6.7 |
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, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 922,699 | $ 882,925 |
Accumulated Amortization | (128,936) | (57,304) |
Total | $ 793,763 | $ 825,621 |
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 | (945) | (787) |
Total | $ 464 | $ 622 |
Brand names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 16 years 1 month 6 days | 19 years 3 months 18 days |
Gross Carrying Amount | $ 183,878 | $ 183,238 |
Accumulated Amortization | (29,169) | (9,037) |
Total | $ 154,709 | $ 174,201 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 4 years 9 months 18 days | 4 years 10 months 24 days |
Gross Carrying Amount | $ 85,476 | $ 75,794 |
Accumulated Amortization | (28,341) | (12,110) |
Total | $ 57,135 | $ 63,684 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 18 years 2 months 12 days | 18 years 2 months 12 days |
Gross Carrying Amount | $ 880 | $ 880 |
Accumulated Amortization | (233) | (184) |
Total | $ 647 | $ 696 |
Payor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 20 years | 20 years |
Gross Carrying Amount | $ 631,214 | $ 609,362 |
Accumulated Amortization | (63,510) | (32,714) |
Total | $ 567,704 | $ 576,648 |
Provider relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 4 years 3 months 18 days | 5 years 1 month 6 days |
Gross Carrying Amount | $ 19,842 | $ 12,242 |
Accumulated Amortization | (6,738) | (2,472) |
Total | $ 13,104 | $ 9,770 |
PAYOR RELATIONSHIPS AND OTHER_4
PAYOR RELATIONSHIPS AND OTHER INTANGIBLES, NET - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 71.6 | $ 38.5 | $ 11.8 |
Brand names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life of intangible assets | 2 years 6 months | 20 years | |
Brand names | Intangible Assets, Amortization Period | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 8 |
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, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 83,182 | |
2024 | 60,348 | |
2025 | 57,228 | |
2026 | 47,028 | |
2027 | 40,243 | |
Thereafter | 505,734 | |
Total | $ 793,763 | $ 825,621 |
LEASES - Additional Information
LEASES - Additional Information (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease, term of contract | 1 year | |
Operating lease, term of contract | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease, term of contract | 15 years | |
Operating lease, term of contract | 15 years |
LEASES - Schedule of ROU Assets
LEASES - Schedule of ROU Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating leases | $ 177,892 | $ 132,173 |
Finance leases | 5,475 | 3,854 |
ROU assets | 183,367 | 136,027 |
Operating leases | 190,415 | 138,211 |
Finance leases | 5,050 | 3,476 |
Lease liabilities | $ 195,465 | $ 141,687 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 33,213 | $ 19,732 |
Short-term lease cost | 818 | 1,167 |
Variable lease cost | 8,347 | 4,954 |
Finance lease cost | ||
Amortization of right-of-use assets | 2,020 | 1,253 |
Interest on lease liabilities | 290 | 221 |
Total finance lease cost | $ 2,310 | $ 1,474 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from finance leases | $ 290 | $ 221 |
Operating cash flows from operating leases | 27,186 | 16,278 |
Financing cash flows from finance leases | 1,989 | 1,378 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | 68,340 | 98,742 |
Finance leases | $ 3,642 | $ 2,461 |
LEASES - Schedule of Other Info
LEASES - Schedule of Other Information (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term - Finance | 3 years 2 months 12 days | 3 years 1 month 6 days |
Weighted average remaining lease term - Operating | 7 years 9 months 18 days | 7 years 10 months 24 days |
Weighted average discount rate - Finance | 6.60% | 6.91% |
Weighted average discount rate - Operating | 6.66% | 5.92% |
LEASES - Schedule of Lease Matu
LEASES - Schedule of Lease Maturity Year End (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating | ||
2023 | $ 35,898 | |
2024 | 34,354 | |
2025 | 31,300 | |
2026 | 28,528 | |
2027 | 26,024 | |
Thereafter | 92,686 | |
Total minimum lease payments | 248,790 | |
Less: amount representing interest | (58,375) | |
Lease liabilities | 190,415 | $ 138,211 |
Finance | ||
2023 | 1,958 | |
2024 | 1,671 | |
2025 | 1,245 | |
2026 | 652 | |
2027 | 84 | |
Thereafter | 0 | |
Total minimum lease payments | 5,610 | |
Less: amount representing interest | (560) | |
Lease liabilities | 5,050 | 3,476 |
Total | ||
2023 | 37,856 | |
2024 | 36,025 | |
2025 | 32,545 | |
2026 | 29,180 | |
2027 | 26,108 | |
Thereafter | 92,686 | |
Total minimum lease payments | 254,400 | |
Less: amount representing interest | (58,935) | |
Lease liabilities | $ 195,465 | $ 141,687 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Servicing Liabilities at Fair Value [Line Items] | ||
Service fund liability | $ 16,652 | $ 11,451 |
Acquired provider payments liability | 0 | 10,255 |
Employee Stock Purchase Plan withholding liability | 1,269 | 10,494 |
Other | 6,570 | 4,464 |
Other current liabilities | 24,491 | 36,664 |
IBNR | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Service fund liability | 114,700 | 13,600 |
Accounts receivable | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Service fund liability | $ 98,000 | $ 2,100 |
CONTRACT LIABILITIES - Addition
CONTRACT LIABILITIES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change In Contract With Customer Liability [Line Items] | |||
Contract liabilities | $ 6,461 | $ 6,059 | $ 5,265 |
Revenue recognized from contract liabilities | 2,598 | 1,506 | |
Humana Affiliate Provider | |||
Change In Contract With Customer Liability [Line Items] | |||
Contract liabilities | 6,500 | 6,100 | |
Revenue recognized from contract liabilities | $ 2,600 | $ 1,500 |
CONTRACT LIABILITIES - Summary
CONTRACT LIABILITIES - Summary of Significant Changes In The Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 6,059 | $ 5,265 |
Increases due to amounts collected | 3,000 | 2,300 |
Revenues recognized from current period increases | (2,598) | (1,506) |
Ending balance | $ 6,461 | $ 6,059 |
CONTRACT LIABILITIES - Revenue,
CONTRACT LIABILITIES - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 6,461 |
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 | $ 2,699 |
Revenue, remaining performance obligation, period | 12 months |
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 | $ 2,514 |
Revenue, remaining performance obligation, period | 12 months |
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 | $ 1,183 |
Revenue, remaining performance obligation, period | 12 months |
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 | $ 65 |
Revenue, remaining performance obligation, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 0 |
Revenue, remaining performance obligation, period | 12 months |
DEBT - Schedule of Notes Payabl
DEBT - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: Current portion of notes payable | $ (6,444) | $ (6,493) |
Long-term debt, gross | 1,015,544 | 937,939 |
Less: Debt issuance costs | (17,738) | (22,673) |
Notes payable, net of current portion and debt issuance costs | 997,806 | 915,266 |
Term loan and revolving line of credit | ||
Debt Instrument [Line Items] | ||
Term loan and revolving line of credit | 721,988 | 644,432 |
6.25% Senior Unsecured Notes Due 2028 | ||
Debt Instrument [Line Items] | ||
Senior Notes | $ 300,000 | $ 300,000 |
DEBT - Additional Information (
DEBT - Additional Information (Details) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | |||||||
Mar. 08, 2023 shares | Feb. 24, 2023 USD ($) $ / shares shares | Jan. 14, 2022 | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) health_plan | Dec. 31, 2021 USD ($) health_plan | Dec. 31, 2020 USD ($) | Nov. 23, 2020 | |
Debt Instrument [Line Items] | ||||||||
Proceeds from revolving line of credit | $ 109,000 | $ 0 | $ 9,700 | |||||
Number of health plan | health_plan | 2 | 2 | ||||||
Letters of credit | $ 7,200 | $ 3,500 | ||||||
Debt issuance cost | 18,400 | 23,300 | ||||||
Proceeds from long-term debt | 0 | 1,120,000 | 664,096 | |||||
Interest expenses | 62,495 | 51,291 | 34,002 | |||||
Amortization of debt issuance costs | 3,800 | $ 4,900 | $ 6,700 | |||||
Term and Senior Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance cost | 17,700 | |||||||
2023 Term Loan | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants outstanding (in shares) | shares | 29.5 | |||||||
2023 Term Loan | Subsequent Event | Class A | ||||||||
Debt Instrument [Line Items] | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | |||||||
Warrants exercised during period (in shares) | shares | 21.6 | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance cost | $ 700 | |||||||
Revolving Credit Facility | New Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Effective interest rate | 8.90% | |||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | New Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 4% | |||||||
Write off of deferred financing costs | $ 1,400 | |||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | New Term Loan | Basis Spread Determined Based On Credit Rating | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.75% | |||||||
Revolving Credit Facility | New Credit Suisse Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from revolving line of credit | 84,000 | |||||||
Line of credit facility, remaining borrowing capacity | 36,000 | |||||||
Revolving Credit Facility | New Credit Suisse Agreement | Collateral Related To DCE Buiness | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash held as collateral | $ 4,400 | |||||||
Initial Term Loan And Each Delayed Draw Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of principal payment outstanding | 0.25% | |||||||
Senior Notes | 6.25% Senior Unsecured Notes Due 2028 | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 6.66% | |||||||
Proceeds from senior notes issuance | $ 300,000 | |||||||
Interest rate | 6.25% | |||||||
Percentage of principal amount redeemed with net cash proceeds of certain equity offerings | 40% | |||||||
Redemption price percentage | 106.25% | |||||||
Senior Notes | 6.25% Senior Unsecured Notes Due 2028 | Prior to October 1, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of principal amount redeemed with net cash proceeds of certain equity offerings | 100% | |||||||
Senior Notes | 6.25% Senior Unsecured Notes Due 2028 | On or after October 1, 2024 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of principal amount redeemed with net cash proceeds of certain equity offerings | 100% | |||||||
Senior Notes | 6.25% Senior Unsecured Notes Due 2028 | On or after October 1, 2024 | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of principal amount redeemed with net cash proceeds of certain equity offerings | 103.13% | |||||||
Line of Credit | Secured Debt | 2023 Term Loan | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 150,000 | |||||||
Debt issuance cost | 9,000 | |||||||
Proceeds from long-term debt | $ 141,000 | |||||||
Net leverage ratio, maximum | 5.80 | |||||||
Line of Credit | Secured Debt | 2023 Term Loan | Subsequent Event | 18 to 30 months after initial funding date | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment premium in percentage equal to principle amount | 3% | |||||||
Line of Credit | Secured Debt | 2023 Term Loan | Subsequent Event | 30 to 42 months after initial funding date | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment premium in percentage equal to principle amount | 2% | |||||||
Line of Credit | Secured Debt | 2023 Term Loan | Subsequent Event | On or prior to the date that is the second anniversary of the closing date | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 14% | |||||||
Line of Credit | Secured Debt | 2023 Term Loan | Subsequent Event | Thereafter | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 13% | |||||||
Line of Credit | Secured Debt | Treasury Interest Rate | 2023 Term Loan | Subsequent Event | First 18 months after initial funding date | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment premium, basis spread on variable rate | 0.50% |
DEBT - Schedule of Maturities o
DEBT - Schedule of Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 6,444 | |
2024 | $ 6,444 | |
2025 | 6,444 | |
2026 | 6,444 | |
2027 | $ 696,212 | |
Thereafter | 300,000 | |
Total | $ 1,021,988 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) $ in Thousands | 12 Months Ended | ||||
Aug. 11, 2021 USD ($) trading_day shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 03, 2021 shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value, liability, recurring basis, level two debt | $ 745,900 | $ 945,000 | |||
Business acquisition, equity interest issued value assigned | $ 30,000 | ||||
Threshold consecutive trading days | trading_day | 20 | ||||
Performance metrics to earn payout | 100% | ||||
Gain from acquisition change in fair value | $ (6,900) | ||||
Due to sellers, net of current portion | 15,714 | 0 | |||
Decrease in fair value of warrants | (72,771) | (82,914) | $ 0 | ||
2021 Asset Acquisition | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Reclassified to current portions due to sellers | 26,300 | ||||
2022 Asset Acquisition | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Classified to current portions due to sellers | 15,000 | ||||
Due to sellers, net of current portion | $ 15,600 | ||||
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 warrants | $ (49,900) | ||||
Private Placement Warrants | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants outstanding (in shares) | shares | 10,500,000 | 10,530,000 | |||
Decrease in fair value of warrants | $ (22,900) | ||||
Contingent Consideration | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Decrease in fair value | (5,025) | $ (11,680) | $ 65 | ||
Gain from amount owed for acquisition to be paid in common stock | (9,000) | ||||
Gain from derecognition of contingent consideration liability | $ 2,900 | ||||
Class A | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Shares issued in PIPE financing (in shares) | shares | 2,720,966 | ||||
Minimum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Earned share percentage | 0% | ||||
Maximum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Earned share percentage | 100% |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Warrant Liability (Details) - Warrant Liabilities - Level 3 | Dec. 31, 2022 $ / shares yr | Dec. 31, 2021 yr $ / shares |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 11.50 | 11.50 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.37 | 8.91 |
Term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | yr | 3.4 | 4.4 |
Risk free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.041 | 0.012 |
Public warrant price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | $ / shares | 0.22 | 2.39 |
FAIR VALUE MEASUREMENTS - Sch_2
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, 2022 | Dec. 31, 2021 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 67,113 | $ 118,567 |
Carrying Value | Contingent consideration liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 2,800 | 38,423 |
Carrying Value | Due to sellers liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 56,940 | |
Carrying Value | Public Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 5,060 | 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 | 2,313 | 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 | 62,000 | 54,970 |
Estimate of Fair Value Measurement | Level 1 | Contingent consideration liability | ||
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 | Due to sellers liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 56,940 | |
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 | 5,060 | 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 | 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 liability | ||
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 | Due to sellers 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 | Public Warrant Liabilities | ||
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 | Private Placement Warrant Liabilities | ||
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 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 5,113 | 63,597 |
Estimate of Fair Value Measurement | Level 3 | Contingent consideration liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 2,800 | 38,423 |
Estimate of Fair Value Measurement | Level 3 | Due to sellers 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 | Public Warrant Liabilities | ||
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 3 | Private Placement Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 2,313 | $ 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | $ 118,567 | $ 5,172 | $ 23,429 |
Embedded derivative recognized under Term Loan 2 | 0 | 0 | 51,328 |
Embedded derivative derecognized due to extinguishment of Term Loan 2 | 0 | 0 | (64,092) |
Contingent consideration recognized due to acquisitions | (4,100) | 47,900 | 2,695 |
Warrants acquired in the Business Combination | 0 | 163,058 | 0 |
Contingent consideration write off | (197) | 0 | 0 |
Contingent consideration reclassified to due to seller | (26,300) | (756) | (16,059) |
Contingent consideration settled through equity | 0 | 0 | (1,958) |
Contingent consideration payments | 0 | (2,213) | (3,000) |
Ending Balance | 67,113 | 118,567 | 5,172 |
Embedded Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value adjustments | 0 | 0 | 12,764 |
Contingent Consideration | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value adjustments | (5,025) | (11,680) | 65 |
Warrant Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value adjustments | (72,772) | (82,914) | 0 |
Due to sellers liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value adjustments | $ 56,940 | $ 0 | $ 0 |
VARIABLE INTEREST ENTITIES - Sc
VARIABLE INTEREST ENTITIES - Schedule of Aggregated VIE Assets and Liabilities and Performance (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | ||||
Total Assets | $ 1,928,927 | $ 1,928,927 | $ 2,143,539 | |
Total Liabilities | 1,434,652 | 1,434,652 | 1,344,971 | |
Operating expenses: | ||||
Selling, general and administrative expenses | 422,443 | 252,133 | $ 103,962 | |
Depreciation and amortization expense | 90,640 | 49,441 | 18,499 | |
Total operating income (expenses) | 3,175,716 | 1,744,556 | 831,816 | |
Net income (loss) | (428,389) | (116,737) | (71,064) | |
Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Total Assets | 99,200 | 99,200 | 77,300 | |
Total Liabilities | 156,800 | 156,800 | 30,900 | |
Operating expenses: | ||||
Selling, general and administrative expenses | 32,100 | 21,900 | 1,000 | |
Depreciation and amortization expense | 1,100 | 1,400 | 200 | |
Variable Interest Entity, Primary Beneficiary | Physicians Groups | ||||
Variable Interest Entity [Line Items] | ||||
Total Assets | 16,247 | 16,247 | 3,147 | |
Total Liabilities | 19,445 | $ 19,445 | 29,078 | |
Total revenue | 71,951 | 24,145 | 227 | |
Operating expenses: | ||||
Third-party medical costs | 39,246 | 13,133 | 0 | |
Direct patient expense | 30,284 | 9,493 | 3,109 | |
Selling, general and administrative expenses | 2,122 | 2,000 | 0 | |
Depreciation and amortization expense | 0 | 0 | 0 | |
Total operating income (expenses) | 71,652 | 24,626 | 3,109 | |
Net income (loss) | $ 299 | $ (481) | $ (2,882) |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 01, 2022 | Apr. 01, 2020 | |
Administrative Service Agreement | Dental Excellence Partners, LLC | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 1,500 | $ 4,600 | $ 2,400 | ||
Administrative Service Agreement | Onsite Dental | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 8,200 | ||||
Due to related parties | 1,400 | ||||
Operating Lease Agreements | Humana | |||||
Related Party Transaction [Line Items] | |||||
Transactions with related party | 500 | 200 | |||
Humana Relationships | Humana | Convertible Notes Payable | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, face amount | $ 60,000 | ||||
Interest rate | 8% | 10% | |||
Leased Medical Space | Humana | |||||
Related Party Transaction [Line Items] | |||||
Transactions with related party | 600 | 300 | |||
Leased Medical Space | Chief Operating Officer | |||||
Related Party Transaction [Line Items] | |||||
Transactions with related party | 400 | 2,800 | $ 2,700 | ||
Leased Medical Space | Chief Operating Officer | Humana | |||||
Related Party Transaction [Line Items] | |||||
Transactions with related party | 300 | 300 | |||
General Contractor Agreements | Immediate Family Member of Management or Principal Owner | |||||
Related Party Transaction [Line Items] | |||||
Transactions with related party | 7,900 | 7,900 | 7,300 | ||
Employment Compensation | Immediate Family Member of Management or Principal Owner | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 135,000 | ||||
Selling, General and Administrative Expenses | License Agreement | MedCloud Depot, LLC | |||||
Related Party Transaction [Line Items] | |||||
Transactions with related party | 2,600 | 1,500 | 500 | ||
Due from related parties | 300 | ||||
Fee For Service and Other Revenues | Administrative Service Agreement | Dental Excellence Partners, LLC | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 700 | 400 | 1,000 | ||
Thirdparty Medical Costs | Humana Relationships | Humana | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 307,700 | 235,500 | |||
Expenses from transactions with related party | $ 249,800 | $ 175,400 | |||
MedCloud Depot, LLC | Chief Operating Officer | |||||
Related Party Transaction [Line Items] | |||||
Percentage of controlling ownership | 20% |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) $ in Millions | 12 Months Ended | |||||
Mar. 15, 2022 shares | Jun. 03, 2021 d shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Jun. 02, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 53.1 | $ 23.5 | $ 0.5 | |||
Market-Based Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted (in shares) | shares | 12,800,000 | 0 | 12,831,184 | |||
Common stock threshold consecutive trading days | d | 20 | |||||
Percentage of vesting awards during period | 50% | |||||
Unrecognized compensation cost | $ 18.5 | |||||
Remaining service period | 1 year 6 months | |||||
Service-Based Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted (in shares) | shares | 400,000 | 435,141 | 0 | |||
Unrecognized compensation cost | $ 1.2 | |||||
Remaining service period | 1 year 8 months 12 days | |||||
Vesting period | 4 years | |||||
Service-Based Stock Options | Awards Vesting on March 15, 2022 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of vesting awards during period | 25% | |||||
Service-Based Stock Options | Awards Vesting Annually after March 15, 2022 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of vesting awards during period | 25% | |||||
Restricted-Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Unrecognized compensation expenses | $ 69.1 | |||||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year 2 months 12 days | |||||
Restricted-Stock Units | Certain Executives | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
Restricted-Stock Units | Non-Employee, Board of Director Member | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Performance - Restricted-Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expenses | $ 1.4 | |||||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year | |||||
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] | ||||||
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% | |||||
Stock based compensation expense | $ 1.7 | $ 4.5 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Fair Value of Stock Options Granted Using Monte-Carlo Model (Details) - $ / shares | Mar. 15, 2022 | Jun. 03, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Strike price (in dollars per share) | $ 18 | |
Market Condition Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Strike price (in dollars per share) | $ 14.75 | |
Risk-free interest rate minimum | 1.68% | |
Risk-free interest rate maximum | 2% | |
Expected volatility | 45% | |
Expected dividend yield | 0% | |
Expected term | 9% | |
Service-Based Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Strike price (in dollars per share) | $ 6.03 | |
Risk-free interest rate | 2.10% | |
Expected volatility | 70% | |
Expected dividend yield | 0% | |
Expected term | 625% |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Activity of Unvested Options (Details) - $ / shares | 12 Months Ended | |||
Mar. 15, 2022 | Jun. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Market-Based Stock Options | ||||
Shares | ||||
Beginning Balance (in shares) | 12,703,698 | 0 | ||
Granted (in shares) | 12,800,000 | 0 | 12,831,184 | |
Forfeitures (in shares) | (2,068,700) | (127,486) | ||
Ending Balance (in shares) | 10,634,998 | 12,703,698 | ||
Weighted Average Grant Date Fair Value | ||||
Beginning Balance (in dollars per share) | $ 4.23 | $ 0 | ||
Granted (in dollars per share) | 0 | 4.23 | ||
Forfeitures (in dollars per share) | 4.23 | 4.23 | ||
Ending Balance (in dollars per share) | $ 4.23 | $ 4.23 | ||
Service-Based Stock Options | ||||
Shares | ||||
Beginning Balance (in shares) | 0 | 0 | ||
Granted (in shares) | 400,000 | 435,141 | 0 | |
Forfeitures (in shares) | (29,489) | 0 | ||
Ending Balance (in shares) | 405,652 | 0 | ||
Weighted Average Grant Date Fair Value | ||||
Beginning Balance (in dollars per share) | $ 0 | $ 0 | ||
Granted (in dollars per share) | 3.88 | 0 | ||
Forfeitures (in dollars per share) | 3.88 | 0 | ||
Ending Balance (in dollars per share) | $ 3.88 | $ 0 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Unvested Restricted Stock Units Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted-Stock Units | ||
Shares | ||
Beginning balance (in shares) | 4,460,772 | 0 |
Granted (in shares) | 12,025,050 | 4,481,972 |
Vested (in shares) | (3,439,067) | |
Forfeitures (in shares) | (2,374,181) | (21,200) |
Ending balance (in shares) | 10,672,574 | 4,460,772 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 14.43 | $ 0 |
Granted (in dollars per share) | 5.34 | 14.43 |
Vested (in dollars per share) | 8.75 | |
Forfeitures (in dollars per share) | 7.12 | 14.75 |
Ending balance (in dollars per share) | $ 7.64 | $ 14.43 |
Performance - Restricted-Stock Units | ||
Shares | ||
Beginning balance (in shares) | 706,750 | 0 |
Granted (in shares) | 0 | 706,750 |
Vested (in shares) | (176,688) | |
Forfeitures (in shares) | (249,585) | 0 |
Ending balance (in shares) | 280,477 | 706,750 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 12.73 | $ 0 |
Granted (in dollars per share) | 0 | 12.73 |
Vested (in dollars per share) | 12.73 | |
Forfeitures (in dollars per share) | 12.02 | 0 |
Ending balance (in dollars per share) | $ 13.36 | $ 12.73 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) $ in Millions | Nov. 01, 2020 USD ($) |
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 - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jun. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Examination [Line Items] | |||
Effective tax rate | (0.50%) | (0.01%) | |
Unrecognized tax benefits | $ 0 | ||
Tax receivable agreement, percent of tax savings | 85% | ||
Federal | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | 124,800,000 | ||
State | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | 69,500,000 | ||
Foreign | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | $ 0 |
INCOME TAXES - Summary of Incom
INCOME TAXES - Summary of Income Tax Expense From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Jurisdictional earnings: | |||
U.S. losses | $ (431,009) | $ (113,837) | |
Foreign income (losses) | 4,777 | (2,886) | |
Net income (loss) before income tax expense | (426,232) | (116,723) | $ (70,413) |
Current: | |||
U.S. Federal | 188 | 0 | |
U.S. State and local | 0 | (2) | |
Foreign | 1,960 | 79 | |
Total current tax expense | 2,148 | 77 | |
Deferred: | |||
U.S. Federal | 0 | 0 | |
U.S. State and local | 0 | 0 | |
Foreign | 9 | (63) | |
Total deferred tax (benefit) expense | 9 | (63) | |
Total tax expense | $ 2,157 | $ 14 | $ 651 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets, Gross [Abstract] | ||
Pass-through income (loss) | $ 375,523 | $ 315,218 |
Net operating loss | 31,429 | 12,762 |
Stock compensation expense | 5,737 | 4,761 |
Interest expense carryforward | 10,294 | 3,215 |
Other | 2,647 | 323 |
Total gross deferred tax | 425,630 | 336,279 |
Valuation allowance | (425,630) | (336,279) |
Net deferred tax assets | 0 | 0 |
Deferred tax liabilities | ||
Fixed Assets | (9) | 0 |
Deferred tax liability, net | $ (9) | $ 0 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at statutory rate | 21% | 21% |
Permanent items | 2.63% | 13.57% |
Net income attributable to noncontrolling interest | (22.11%) | (16.09%) |
State benefit, net of federal benefit | 0.68% | 2.10% |
Valuation allowance | (3.64%) | (21.57%) |
Foreign rate differential | (0.14%) | 0.93% |
Other, net | 1.08% | 0.05% |
Total tax expense | (0.50%) | (0.01%) |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net income (loss) | $ (428,389) | $ (116,737) | $ (71,064) |
Less: net loss attributable to non-controlling interests | (221,117) | (98,717) | |
Net income (loss) attributable to Class A common stockholders | (207,272) | (18,020) | |
Dilutive effect of warrants on net income to Class A common stockholders | 0 | (30,181) | |
Dilutive effect of Class B common stock | 0 | (86,334) | |
Net loss attributable to Class A common stockholders - Diluted | $ (207,272) | $ (134,535) | |
Basic and Diluted Earnings Per Share denominator: | |||
Weighted average common stock outstanding - basic (in shares) | 219,166,852 | 170,507,194 | |
Net income (loss) per share - basic (in dollars per share) | $ (0.95) | $ (0.11) | |
Dilutive effect of warrants on weighted average common stock outstanding (in shares) | 0 | 224,920 | |
Dilutive effect of Class B common stock on weighted average common stock outstanding (in shares) | 0 | 304,965,111 | |
Weighted average common stock outstanding - diluted (in shares) | 219,166,852 | 475,697,225 | |
Net loss per share - diluted (in dollars per share) | $ (0.95) | $ (0.28) |
NET INCOME (LOSS) PER SHARE - A
NET INCOME (LOSS) PER SHARE - Additional Information (Details) $ in Millions | Aug. 11, 2021 USD ($) trading_day shares |
Business Acquisition [Line Items] | |
Threshold consecutive trading days | 20 |
Other acquisitions | |
Business Acquisition [Line Items] | |
Number of shares of equity interests issued to acquire entity (in shares) | shares | 2,720,966 |
Equity interests issued and issuable | $ | $ 30 |
Threshold consecutive trading days | 20 |
NET INCOME (LOSS) PER SHARE- Su
NET INCOME (LOSS) PER SHARE- Summary of Diluted Net Loss Per Share (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 328,373,373 |
Class B common stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 268,794,608 |
Warrant | Public Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 22,999,900 |
Warrant | Private Placement Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 10,533,292 |
Restricted Stock Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 10,953,051 |
Stock Options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 11,040,650 |
Contingent Shares Issued in Connection with Acquisitions | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 2,720,966 |
ESPP Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 1,330,906 |
SEGMENT INFORMATION - Additiona
SEGMENT INFORMATION - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 reporting_segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |