CareMax (CMAXQ) 10-Q/A 26 Aug 21 2021 Q2 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Aug. 12, 2021
Document Information [Line Items]
Document Type	10-Q/A
Amendment Flag	true
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Registrant Name	CareMax, Inc.
Entity Central Index Key	0001813914
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity File Number	001-39391
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-0992224
Entity Address, Address Line One	1000 NW 57 Court
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33126
City Area Code	786
Local Phone Number	360-4768
Entity Current Reporting Status	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Bankruptcy Proceedings, Reporting Current	true
Entity Interactive Data Current	Yes
Document Quarterly Report	true
Document Transition Report	false
Amendment Description	This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, as originally filed with the Securities and Exchange Commission on August 18, 2021 (the “Original Report”), is being filed in order to correct a scrivener’s error related to the presentation of the “Income/(Loss) Before Income Taxes” and “Net Income/(Loss)” for the Three and Six Months Ended June 30, 2020, respectively, contained in the tables entitled “Supplemental Unaudited Pro Forma Results of Operations for the Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 2020” and “Supplemental Unaudited Pro Forma Results of Operations for the Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020,” respectively,  included in Item 2 of Part I of the Original Report and to make conforming changes in the section entitled “Unaudited Supplemental Pro Forma Information” in Note 3 to the Condensed Consolidated Financial Statements.  These corrections have no impact on the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of stockholders’/members’ equity, condensed consolidated statements of cash flows, or (other than Note 3) any note related to such financial statements. This Amendment No. 1 amends only Item 2 of Part I of the Original Report and Note 3 to the Condensed Consolidated Financial Statements, as discussed above. The Company is also updating the Signature Page, Exhibit Index and certifications of our Principal Executive and Principal Financial Officers contained in Exhibits 31.1, 31.2, 32.1 and 32.2. Except for the foregoing, no other changes have been made to the Original Report. This Amendment No. 1 speaks as of the filing date of the Original Report and does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way other disclosures made in the Original Report.
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		81,132,457
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	CMAX
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	CMAXW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash	$ 170,080	$ 4,934
Restricted cash	1,956
Accounts receivable, net	32,031	9,395
Inventory	190	15
Prepaid expenses	3,449	183
Risk settlements due from providers	288	80
Due from related parties		274
Total Current Assets	207,994	14,881
Property and equipment, net	12,728	4,796
Goodwill	356,360	10,068
Intangible assets, net	50,357	8,575
Deferred debt issuance costs	2,195
Other assets	998	183
Total Assets	630,632	38,503
CURRENT LIABILITIES
Accounts payable	2,546	1,044
Accrued expenses	10,689	2,572
Accrued interest payable	264	149
Risk settlements due to providers	178	643
Current portion of long-term debt	6,672	1,004
Due to related parties		39
Other current liabilities	5,771
Total Current Liabilities	26,120	5,451
Derivative warrant liabilities	27,337
Long-term debt, less current portion	114,222	26,325
Other liabilities	2,639
Total Liabilities	170,318	31,776
COMMITMENTS AND CONTINGENCIES (Note 15)
STOCKHOLDERS'/MEMBER'S EQUITY
Class A common stock ($0.0001 par value; 250,000,000 shares authorized; 80,632,457 shares issued and outstanding at June 30, 2021)	8
Additional paid-in-capital	459,641
Retained Earnings	665
Member units (no par value, 200 authorized, issued and outstanding at December 31, 2020)		223
Members' equity		6,504
Total Stockholders'/Members' Equity	460,314	6,727
Total Liabilities and Stockholders'/Members' Equity	$ 630,632	$ 38,503

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	Dec. 31, 2020$ / sharesshares
Units par value | $ / shares	$ 0
Units authorized	200
Units issued	200
Units outstanding	200

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue
Total Revenue	$ 44,919	$ 25,795	$ 72,837	$ 51,029
Operating Expenses
External provider costs	35,535	15,958	53,694	31,806
Cost of care	7,867	3,886	13,220	7,903
Sales and marketing	775	272	1,066	500
Corporate, general and administrative	8,881	1,456	10,676	2,740
Depreciation and amortization	1,437	356	1,951	712
Acquisition related costs	149	0	149	0
Total operating expenses	54,644	21,928	80,756	43,661
Operating income (loss)	(9,725)	3,867	(7,919)	7,368
Interest income (expense), net	(792)	(403)	(1,296)	(730)
Gain on remeasurement of warrant liabilities	1,795	0	1,795	0
Gain on extinguishment of debt	1,358	0	1,358	0
(Loss) income before income tax	(7,364)	3,464	(6,062)	6,638
Income tax provision (benefit)	0	0	0	0
Net income (loss)	(7,364)	3,464	(6,062)	6,638
Net income (loss) attributable to non-controlling interest	0	82	0	(8)
Net income (loss) attributable to controlling interest	(7,364)	3,382	(6,062)	6,646
Net income (loss) attributable to CareMax, Inc. class A common stockholders	$ (7,364)	$ 3,382	$ (6,062)	$ 6,646
Weighted average basic shares outstanding	28,404,759	10,796,069	19,649,057	10,796,069
Weighted average diluted shares outstanding	28,404,759	10,796,069	19,649,057	10,796,069
Net income (loss) per share
Basic	$ (0.26)	$ 0.31	$ (0.31)	$ 0.62
Diluted	$ (0.26)	$ 0.31	$ (0.31)	$ 0.62
Medicare
Revenue
Total Revenue	$ 37,761	$ 25,746	$ 65,577	$ 50,841
Medicaid
Revenue
Total Revenue	5,449	0	5,449	0
Other Revenue
Revenue
Total Revenue	$ 1,709	$ 49	$ 1,811	$ 188

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'/MEMBERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	IMC	SMA	Class A Common Stock	Class A Common StockIMC	Class A Common StockSMA	Additional Paid-in-Capital	Additional Paid-in-CapitalIMC	Additional Paid-in-CapitalSMA	Total Controlling Interest	Retained Earnings	Noncontrolling Interest
Beginning balance at Dec. 31, 2019	$ 4,946									$ 5,160		$ (214)
Net income (loss)	3,171									3,261		(90)
Purchase of non-controlling interest	(400)									(400)
Change in ownership due to change in non-controlling interest										(44)		44
Ending balance at Mar. 31, 2020	7,717									7,977		(260)
Beginning balance at Dec. 31, 2019	4,946									5,160		(214)
Net income (loss)	6,638
Ending balance at Jun. 30, 2020	11,100									11,278		(178)
Beginning balance at Mar. 31, 2020	7,717									7,977		(260)
Net income (loss)	3,464									3,382		82
Distributions	(81)									(81)
Ending balance at Jun. 30, 2020	11,100									11,278		$ (178)
Beginning balance at Dec. 31, 2020	6,727									6,727
Net income (loss)	1,302									1,302
Ending balance at Mar. 31, 2021	8,029									8,029
Beginning balance at Dec. 31, 2020	6,727									6,727
Net income (loss)	(6,062)
Ending balance at Jun. 30, 2021	460,314			$ 8			$ 459,641				$ 665
Ending balance (in shares) at Jun. 30, 2021				80,632,457
Beginning balance at Mar. 31, 2021	8,029									8,029
Net income (loss)	(7,364)
Net loss prior to business combination	(6,487)									(6,487)
Reverse recapitalization	(137,423)			$ 3			(137,426)			$ (1,542)	1,542
Reverse recapitalization (in shares)				28,780,819
Equity consideration issued to acquire company		$ 155,347	$ 5,027		$ 1			$ 155,346	$ 5,027
Equity consideration issued to acquire company (in shares)					10,412,023	384,615
Contingent consideration	38,348						38,348
Shares issued for holdback	821						821
Shares issued for holdback (in shares)				55,000
Proceeds from the sale of Class A common stock, net of offering costs	397,529			$ 4			397,525
Proceeds from the sale of Class A common stock, net of offering costs (in shares)				41,000,000
Net loss after business combination	(877)										(877)
Ending balance at Jun. 30, 2021	$ 460,314			$ 8			$ 459,641				$ 665
Ending balance (in shares) at Jun. 30, 2021				80,632,457

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)/Income	$ (6,062,000)	$ 6,638,000
Adjustments to reconcile net (loss)/income to net cash (Used in) provided by operating activities:
Depreciation expense	640,000	431,000
Amortization expense	1,321,000	281,000
Amortization of discount on debt and related issuance costs	135,000	35,000
Change in fair value of warrant liabilities	(1,795,000)	0
Gain on extinguishment of debt	(1,358,000)	0
Changes in operating assets and liabilities:
Accounts receivable	1,267,000	(3,607,000)
Prepaid expenses	(1,322,000)	9,000
Risk settlements due from/due to providers	(208,000)	128,000
Due from related parties	235,000	68,000
Other assets	(275,000)	18,000
Accounts payable	(2,113,000)	(52,000)
Accrued expenses	6,453,000	(55,000)
Other liabilities	(16,000)	0
Accrued interest	115,000	0
Net Cash (Used In)/Provided by Operating Activities	(2,983,000)	3,894,000
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(1,527,000)	(1,592,000)
Acquisition of businesses	(210,252,000)	0
Purchase of noncontrolling interest ownership	0	(267,000)
Net Cash Used in Investing Activities	(211,779,000)	(1,859,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Class A common stock	410,000,000
Issuance costs of Class A common stock	(12,471,000)	0
Recapitalization transaction	(108,799,000)	0
Proceeds from borrowings on long-term debt and credit facilities	125,000,000	2,500,000
Principal payments on long-term debt	(24,496,000)	(30,000)
Payment of deferred financing costs	(6,883,000)	0
Long-term debt extinguishment costs	(487,000)	0
Borrowing under paycheck protection program	0	2,164,000
Distributions to members	0	(81,000)
Net Cash Provided by Financing Activities	381,864,000	4,553,000
NET INCREASE IN CASH	167,102,000	6,588,000
Cash - Beginning of Period	4,934,000	4,438,000
CASH - END OF PERIOD	172,036,000	11,026,000
CASH AT END OF PERIOD RECONCILIATION:
Cash	170,080,000	11,026,000
Restricted cash	1,956,000
Cash at end of period	172,036,000	11,026,000
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Equity consideration issued in acquisitions	161,193,000	0
Contingent consideration issued in business combination	38,348,000	0
Accrued capital expenditures	565,000	0
Purchase of non-controlling interest through accounts payable	0	183,000
Payroll Protection Program loan forgiveness	2,164,000	0
SUPPLEMENTAL DISCLOSURES OF CASH ACTIVITIES:
Cash paid for interest	$ 941,000	$ 815,000

Description of Business

Description of Business	6 Months Ended
	Jun. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Business	Note 1. DESCRIPTION of business CareMax Inc. (“CareMax” or the “Company”), f/k/a Deerfield Healthcare Technology Acquisitions Corp. (“DFHT”), a Delaware corporation, was originally formed in July 2020 as a publicly traded special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving one or more businesses. CareMax is a technology-enabled care platform providing high-quality, value-based care and chronic disease management through physicians and health care professionals committed to the overall health and wellness continuum of care for its patients. The Company currently operates 34 wholly owned, multi-specialty medical centers in Florida, with two additional centers under construction and expected to open in 2022, that offer a comprehensive suite of healthcare and social services, and a proprietary software and services platform that provides data, analytics, and rules-based decision tools/workflows for physicians across the United States. The Business Combination On December 18, 2020, DFHT entered into a Business Combination Agreement (the “Business Combination Agreement”) with CareMax Medical Group, L.L.C., a Florida limited liability company (“CMG”), the entities listed in Annex I to the Business Combination Agreement (the “CMG Sellers”), IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC”), IMC Holdings, LP, a Delaware limited partnership (“IMC Parent”) and Deerfield Partners, L.P. (“Deerfield Partners”). The Business Combination (as defined below) was approved by DFHT’s stockholders and closed on June 8, 2021 (the “Closing Date”), whereby DFHT acquired 100 % of the equity interests of CMG and 100 % of the equity interests in IMC, with CMG and IMC becoming wholly owned subsidiaries of DFHT. Immediately upon completion (the “Closing”) of the transactions contemplated by the Business Combination Agreement and the related financing transactions (the “Business Combination”), the name of the combined company was changed to CareMax, Inc. At the Closing, the CMG Sellers and IMC Parent were paid consideration valued in the aggregate at approximately $ 364 million and $ 250 million respectively, less repayment of net debt and further subject to the purchase price adjustments set forth in the Business Combination Agreement (the “Closing Consideration”). The net Closing Consideration was comprised of 68 % ($ 229.4 million) and 45 % ($ 85.2 million) in cash for the CMG Sellers and IMC Parent, respectively, with the remainder of the Closing Consideration comprised of 10,796,069 and 10,412,023 shares of Class A common stock of the Company, par value $ 0.0001 per share (“Class A Common Stock”), issued to the CMG Sellers and IMC Parent, respectively, at a reference price of $ 10.00 per share. The Business Combination Agreement also provides that an additional 3.5 million and 2.9 million shares of Class A Common Stock (the “Earnout Shares”) are payable after the Closing to the CMG Sellers and IMC Parent, respectively, upon the satisfaction of certain conditions (see Note 9 – Stockholders' Equity). Also at the Closing, DFHT, DFHTA Sponsor LLC (the “Sponsor”), O.M. Investment Group, Inc. (“O.M.”), in its capacity as representative of the CMG Sellers, and Continental Stock Transfer & Trust Company, in its capacity as escrow agent ( “Continental”), entered into an escrow agreement (the “CMG Escrow Agreement”), and DFHT, the Sponsor, IMC Parent and Continental entered into an escrow agreement (the “IMC Escrow Agreement” and together with the CMG Escrow Agreement, the “Escrow Agreements”). Pursuant to the terms of the CMG Escrow Agreement and the IMC Escrow Agreement, DFHT deposited $ 0.5 million and $ 1.0 million, respectively, into adjustment escrow accounts (the “Adjustment Escrow Amounts”) for the purpose of securing certain post-closing adjustment obligations of the CMG Sellers and IMC Parent, respectively. Of such $ 0.5 million securing the post-closing adjustment obligations of the CMG Sellers, 68 % ($ 340,000 ) was in cash and 32 % was in 16,000 shares of Class A Common Stock, and of such $ 1.0 million securing the post-closing adjustment obligations of IMC Parent, 45 % ($ 450,000 ) was in cash and 55 % was in 55,000 shares of Class A Common Stock (such shares collectively, the “Adjustment Escrow Shares”). Following the date on which the Closing Consideration is finally determined pursuant to the Business Combination Agreement, all or a portion of the applicable Adjustment Escrow Amounts and Adjustment Escrow Shares will either be released to the CMG Sellers or to IMC Parent, as applicable, or to the Company in accordance with certain adjustment mechanisms in the Business Combination Agreement. Immediately following the Closing, all of the 3,593,750 issued and outstanding shares of Class B common stock of the Company, par value $ 0.0001 per share (“Class B Common Stock”), automatically converted, on a one-for-one basis, into shares of Class A Common Stock in accordance with DFHT’s second amended and restated certificate of incorporation. Unless the context otherwise requires, “the Company,” “we,” “us,” and “our” refer, for periods prior to the completion of the Business Combination, to CMG and its subsidiaries, and, for periods upon or after the completion of the Business Combination, to CareMax, Inc. and its subsidiaries.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2020. In the opinion of management, the accompanying unaudited and condensed consolidated financial statements include all adjustments of a normal recurring nature, which are necessary for a fair presentation of financial position, operating results and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021, including the impacts of COVID-19, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Pursuant to the Business Combination, the acquisition of CMG by DFHT was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, DFHT was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of CMG issuing equity for the net assets of DFHT, accompanied by a recapitalization. The net assets of DFHT are stated at historical cost, with no goodwill or other intangible assets recorded. The condensed consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of CMG. Further, CMG was determined to be the accounting acquirer in the acquisition of IMC (the “IMC Acquisition”), as such, the acquisition is considered a business combination under Accounting Standards Codification ("ASC") Topic 805, " Business Combinations ," and was accounted for using the acquisition method of accounting. CareMax recorded the fair value of assets acquired and liabilities assumed from IMC. The presented financial information for the three months and six months ended June 30, 2021 includes the financial information and activities for IMC for the period from June 8, 2021 to (and including) June 30, 2021 (23 days). The presented financial information for the three and six months ended June 30, 2021 includes the financial information and activities for SMA for period from June 18, 2021 to (and including) June 30, 2021 (12 days). Unless otherwise noted, information for period prior to the Closing of Business Combination reflects the information of CMG only. The unaudited condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include, but are not limited to, purchase price allocations, including fair value estimates of intangibles and contingent consideration; the valuation of and related impairment recognitions of long-lived assets; the valuation of the derivative warrant liabilities; the estimated useful lives of fixed assets and intangible assets, including internally developed software; settlements related to revenue and the revenue accrual and accrued expenses. Actual results could differ from those estimates. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, as an emerging growth company, the Company is exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and the Company’s independent registered public accounting firm is not required to evaluate and report on the effectiveness of internal control over financial reporting. Acquisitions The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC Topic 805, Business Combinations , which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired, and liabilities assumed are determined based upon the valuation of the acquired business and involves management making significant estimates and assumptions. Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Medicare Risk-based and Medicaid Risk-based revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage and Medicaid managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of At-risk premium less an administrative charge for reporting on enrollees on a per patient per month basis (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors:  Geography of the service location  Demographics of members  Health needs of members  Method of reimbursement (capitation or fee for service)  Enrollment changes  Rate changes; and  For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under ASC 606-10-32-18, “Revenue from Contracts with Customers-The Existence of a Significant Financing Component in the Contract,” and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by ASC 340-40-25-4, “Other Assets and Deferred Costs,” and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the three and six months ended June 30, 2021 and 2020, substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. Other Revenue Other revenue includes professional capitation payments. These revenues are a fixed amount of money per patient per month paid in advance for the delivery of primary care services only, whereby the Company is not liable for medical costs in excess of the fixed payment. Capitated revenues are typically prepaid monthly to the Company based on the number of patients selecting us as their primary care provider. Our capitated rates are fixed, contractual rates. Incentive payments for Healthcare Effectiveness Data and Information Set (“HEDIS”) and any services paid on a fee for service basis by a health plan are also included in other revenue. Other revenue also includes ancillary fees earned under contracts with certain payors for the provision of certain care coordination and other care management services. These services are provided to patients covered by these payors regardless of whether those patients receive their care from our affiliated medical groups. Revenue for primary care service for patients in a partial risk or up-side only contracts are reported in other revenue Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. The Company’s cash balances with individual banking institutions are in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. Anthem, Inc. ("Anthem") represented approximately 40 % and 100 % of the Company’s accounts receivable balance as of June 30, 2021 and December 31, 2020, respectively. Anthem represented 64 % and 99 % of the Company’s revenues for the three months ended June 30, 2021 and 2020 and 76 % and 99 % of the Company’s revenues for the six months ended June 30, 2021 and 2020, respectively. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring 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). These tiers include: Level 1 - defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 “Distinguishing Liabilities from Equity,” and ASC 815-15, “Derivatives and Hedging - Embedded Derivatives. ” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 2,875,000 common stock warrants in connection with DFHT's initial public offering (the “IPO”) (the “Public Warrants”). Simultaneously with the closing of the IPO, DFHT consummated the private placement of 2,916,667 common stock warrants (the “Private Placement Warrants”). The Public Warrants and Private Placement Warrants are accounted for as derivative warrant liabilities in accordance with ASC 815-40 , “ Derivatives and Hedging - Contracts in an Entities Own Equity .” Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statement of operations. The fair value of the Public Warrants and Private Placement Warrants was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants issued in connection with the IPO has subsequently been measured based on the listed market price of such warrants. Goodwill and intangible assets Goodwill represents the excess of cost over the fair value of net assets acquired. Pursuant to ASC 350, “Intangibles – Goodwill and Other,” we review goodwill annually in the fourth quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. Intangible assets with a finite useful life are amortized over their useful lives. We review the recoverability of any long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. External Provider Costs External Provider Costs include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company follows the provisions of ASC Topic 260, Earnings Per Share ” for determining whether contingently issuable shares are included for purposes of calculating net income (loss) per share and determining whether instruments granted in equity-based compensation arrangements are participating securities for purposes of calculating net income (loss) per share. See Note 10, Net Income (Loss) Per Share. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, " Leases " (“ASU 2016-02”), which amended the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016-02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020-05, “ Revenue from Contracts with Customers and Leases ,” that deferred the required effective date for non-issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. Because the Company is currently an emerging growth company, the Company plans to adopt ASU 2016-02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016-02 is expected to have a significant impact on the Company’s financial position and results of operations. The total future estimated gross annual lease payments are $ 47.1 million as of June 30, 2021. Management is currently evaluating the extent of this anticipated impact on the Company’s financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In June 2016, the FASB issued ASU 2016-13, " Financial Instruments – Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments" (“ASU 2016-13”). ASU 2016-13 introduced a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2022 and does not believe adoption will have a material effect on its condensed consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, " Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323) , and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815" (“ASU 2020-01”). ASU 2020-01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020-01 will have on its condensed consolidated financial statements. In March 2020, the FASB issued guidance to provide temporary optional expedients and exceptions through December 31, 2022 to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (SOFR). The amendments are effective for all entities from the beginning of an interim period that includes the issuance date of the ASU. An entity may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the effect the update will have on its unaudited condensed consolidated financial statements and related disclosures. We do not expect that any other recently issued accounting guidance will have a significant effect on our condensed consolidated financial statements.

Acquisitions

Acquisitions	6 Months Ended
	Jun. 30, 2021
Business Combinations [Abstract]
Acquisitions	NOTE 3. ACQUISITIONS Acquisition of IMC On June 8, 2021, the Company acquired 100 % of the equity interests of IMC for total purchase consideration of $ 367.3 million, subject to final closing adjustments. The purchase consideration was comprised of the following ( in thousands ): Cash consideration (1) $ 172,302 Share consideration (2) $ 155,347 Contingent consideration (3) $ 38,348 Other consideration (4) $ 1,271 (1) Represents cash consideration inclusive of the payment of $ 79.8 million of IMC debt simultaneous with the Closing and the reimbursement of IMC seller transaction costs of $ 7.3 million. (2) Represent the issuance of 10,412,023 shares of Class A Common Stock, which shares were issued at a reference price of $ 10.00 per share, but the value of which was $ 14.92 per share, the closing price on the date of the IMC Acquisition. (3) Represents the fair value of equity-classified contingent consideration. (4) Represents the fair value of cash and equity purchase consideration held in escrow pending the finalization of final closing adjustments. The IMC Acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired and liabilities assumed liabilities recorded at their estimated fair values as of the acquisition date. As of June 30, 2021, we have not finalized the acquisition accounting related to the IMC Acquisition and these amounts represent preliminary values. The allocation of the purchase price may be modified up to one year from the acquisition date as more information is obtained about the fair value of assets acquired and liabilities assumed. The following table summarizes the purchase consideration and the preliminary fair value of the assets acquired and liabilities assumed ( in thousands) : Cash $ 14,842 Accounts receivable 21,298 Other current assets 1,446 Property, plant & equipment 6,198 Intangible assets 34,121 Other assets 448 Accounts payable and accrued expenses ( 8,793 ) Long-term debt ( 197 ) Other long term liabilities ( 1,898 ) Net assets acquired 67,465 Excess of consideration over net assets acquired 299,803 Total consideration $ 367,268 Goodwill represents the excess of the gross consideration transferred over the fair value of the underlying net assets acquired and liabilities assumed. The goodwill generated is attributable to the assembled workforce and the expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The amount allocated to goodwill and intangible assets is subject to final adjustment to reflect the final valuations. The goodwill recognized at June 30, 2021 that is expected to be deductible for income tax purposes is $ 299.8 million. The fair value associated with definite-lived intangible assets was $ 34.1 million, comprised of $ 33.9 million in risk contracts and $ 263,000 in trademarks. The definite-lived intangible assets will be amortized ranging from one to six years . The Company’s net revenues and loss before income taxes for the six months ended June 30, 2021 includes revenue of $ 17.0 million and a net loss before income taxes of $ 201,000 related to IMC. Acquisition of SMA Entities On June 18, 2021, IMC completed the acquisition of 100 % of the issued and outstanding equity interests of Senior Medical Associates, LLC, a Florida limited liability company (“SMA”), and Stallion Medical Management, LLC, a Florida limited liability company (“SMM” and together with SMA, the “SMA Entities”) (“the SMA Acquisition”). The purchase price consisted of cash consideration of $ 52.0 million, including a holdback of $ 2.5 million and equity consideration of 384,615 shares of Class A Common Stock valued at $ 5.0 million based on the June 18, 2021 closing price of $ 13.07 , for total purchase consideration of $ 57.0 million. The SMA Acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired and liabilities assumed liabilities recorded at their estimated fair values as of the acquisition date. As of June 30, 2021, we have not finalized the acquisition accounting related to the SMA Acquisition and these amounts represent preliminary values. The allocation of the purchase price may be modified up to one year from the acquisition date as more information is obtained about the fair value of assets acquired and liabilities assumed. The following table summarizes the consideration paid and the preliminary fair value of the assets acquired and liabilities assumed ( in thousands ): Cash $ 73 Accounts receivable 1,830 Property, plant & equipment 178 Intangible Assets 8,824 Other assets 29 Accounts payable and accrued expenses ( 178 ) Net Assets Acquired 10,756 Excess of Consideration over Net Assets Acquired 46,271 Total Consideration $ 57,027 Goodwill was recognized as the excess of the purchase price over the net identifiable assets recognized. The goodwill is primarily attributed to our assembled workforce. The expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The goodwill recognized at June 30, 2021 that is expected to be deductible for income tax purposes is $ 46.3 million. The Company incurred and expensed acquisition-related transaction costs of $ 149,000 related to the SMA Acquisition that were paid by the Company following the Business Combination. The fair value associated with definite-lived intangible assets was $ 8.8 million, comprised of $ 8.7 million in risk contracts and $ 92,000 in tradenames. The definite-lived intangible assets will be amortized ranging from one to six years . The Company’s net revenue and loss before income taxes for the six months ended June 30, 2021 includes revenues of $ 817,000 and income before taxes of $ 147,000 related to SMA. Other Acquisitions During the six months ended June 30, 2021, we acquired 100 % of one additional business. The acquisition was accounted for as a business combination and the overall impacts to our unaudited condensed consolidated financial statements was not considered to be material. The fair value associated with definite-lived intangible assets from the acquisition was $ 157,000 . The total fair value of consideration paid or payable on the acquisition was $ 375,000 . Unaudited Supplemental Pro Forma Information The following supplemental unaudited pro forma information represents the results of operations as if the Company had acquired IMC and SMA on January 1, 2020. Pro forma information is not presented for the Company’s other acquisitions as the information is either not available or is immaterial. For the six months ended June 30, 2021 June 30, 2020 (in thousands) Net revenue $ 193,217 $ 173,147 Net (loss) income $ ( 13,936 ) $ 6,569

Payor and Provider Agreements

Payor and Provider Agreements	6 Months Ended
	Jun. 30, 2021
Payor And Provider Agreements [Abstract]
Payor and Provider Agreements	NOTE 4. PAYOR AND PROVIDER AGREEMENTS Payor Agreements The Company's economic model relies on its risk-based partnerships with payors which manage and market Medicare Advantage ("MA") plans across the United States. The Company has established strategic value-based relationships with ten payors for MA patients, four payors for Medicaid patients and one payor for ACA patients. As of June 30, 2021, on a pro forma basis giving effect to the Business Combination and the acquisition of SMA as of January 1, 2021, the Company's three largest payor relationships were Anthem, United, and Centene, which generated 64 %, 11 %, and 10 % of the Company's revenue in the three months ended June 30, 2021 and 76 %, 7 %, and 5 % of the Company's revenue for the six months ended June 30, 2021 and 99 %, 1 %, and 0 % of the Company's revenue in the three months ended June 30, 2020 and 99 %, 1 %, and 0 % of the Company's revenue for the six months ended June 30, 2020. The Company believes its model is well-aligned with its payor partners to drive better health outcomes for their patients, enhancing patient satisfaction, while driving incremental patient and revenue growth. The Company believes maintaining, supporting, and growing these relationships, particularly as the Company enters new geographies, is critical to the Company's long-term success. The Company believes this alignment of interests and its highly effective care model helps ensures the Company's continued success with its payor partners. Provider Agreements The Company also has downstream provider agreements with the combined CMG medical center entities, as well as unrelated medical providers. These agreements generally have a capitation component with a fixed PPPM payment provided to the contracted provider. Some providers also share in the risk of the members under the risk payor agreements explained above. All expenses for capitation and other risk sharing arrangements for downstream risk providers are included in medical expenses in the accompanying condensed consolidated statements of operations. For providers with risk sharing, a running balance is tracked similar to the balance under the risk payor agreements described above, but at an individual entity-level. Any amounts due to or from these at-risk providers are included in risk settlements due from/to providers in the accompanying condensed consolidated balance sheets. All revenue and expense for consolidated medical center entities and any intercompany balances due under the provider agreements have been eliminated in the condensed consolidated financial statements.

Reinsurance

Reinsurance	6 Months Ended
	Jun. 30, 2021
Reinsurance Disclosures [Abstract]
Reinsurance	NOTE 5. REINSURANCE The Company has acquired insurance on catastrophic costs to limit the exposure on patient losses. Premiums and policy recoveries are reported in external provider costs in the accompanying condensed consolidated statements of operations. The nature of the Company’s stop loss coverage is to limit the benefits paid under one patient. The Company’s stop loss limits are defined within each health plan contract and range from $ 30,000 to $ 200,000 per patient per year. Premium expense incurred was $ 1.8 million and $ 2.2 million for the three months and six months ended June 30, 2021, respectively, and approximately $ 250,000 and $ 493,000 for the three months and six months ended June 30, 2020, respectively. Physicians under capitation arrangements typically have stop loss coverage so that a physician’s financial risk for any single member is limited to a maximum amount on an annual basis. The Company monitors the financial performance and solvency of its stop loss providers. However, the Company remains financially responsible for health care services to its members in the event the health plans are unable to fulfill their obligations under stop loss contractual terms. Recoveries recognized were $ 1.3 million and $ 1.7 million for the three months and six months ended June 30, 2021, respectively and $ 155,000 and $ 208,000 for the three months and six months ended June 30, 2020, respectively. Estimated recoveries under stop loss policies are reported within the capitation receivable or amounts due health plans as the counterparty responsible for the payment of the claims and the stop loss is the respective health plan.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	6 Months Ended
	Jun. 30, 2021
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	NOTE 6. GOODWILL AND INTANGIBLE ASSETS Goodwill The following table shows changes in the carrying amount of goodwill from December 31, 2020 to June 30, 2021 ( in thousands ): Carrying Amount Balance at December 31, 2020 $ 10,068 Acquired goodwill during the period 346,292 Balance at June 30, 2021 $ 356,360 Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of intangible assets by major class ( in thousands ): Gross Carrying Accumulated Net Book Weighted Average June 30, 2021 Risk Contracts $ 50,922 $ ( 1,827 ) $ 49,095 7 Trademarks 355 ( 44 ) 311 1 Non-compete agreements 1,320 ( 369 ) 951 5 Total $ 52,597 $ ( 2,240 ) $ 50,357 Gross Carrying Accumulated Net Book Weighted Average December 31, 2020 Risk Contracts $ 8,174 $ ( 682 ) $ 7,492 11 Non-compete agreements 1,320 ( 237 ) 1,083 5 Total $ 9,494 $ ( 919 ) $ 8,575 Amortization expense totaled $ 1.1 million and $ 1.3 million for the three and six months ended June 30, 2021, respectively, and $ 141,000 and $ 281,000 for the three and six months ended June 30, 2020, respectively. The estimated amortization expense related to the fair value of acquired intangible assets for the remainder of 2021 and each of the succeeding five years is ( in thousands ): Remainder of 2021 $ 7,727 2022 11,651 2023 9,156 2024 7,119 2025 5,465 2026 4,763

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2021
Property Plant And Equipment [Abstract]
Property and Equipment	NOTE 7. PROPERTY AND EQUIPMENT A summary of property and equipment at June 30, 2021 and December 31, 2020 is as follows ( in thousands ): June 30, 2021 December 31, 2020 Leasehold improvements $ 3,966 $ 2,726 Vehicles 3,695 2,823 Furniture and equipment 6,768 1,983 Construction in progress 2,044 360 Total 16,473 7,892 Less: Accumulated depreciation ( 3,745 ) ( 3,096 ) Total Property and equipment, net $ 12,728 $ 4,796 Construction in progress at June 30, 2021 is made up of various leasehold improvements at the Company's medical centers. The Company has a contractual commitment to complete the construction of its Homestead medical center with remaining estimated capital expenditures of $ 700,000 . Plans have been submitted for the Company's East Hialeah medical center, and the opening of the facility is projected in the first or second quarter of 2022. The projects are being funded internally. Depreciation expense totaled $ 429,000 and $ 640,000 for the three and six months ended June 30, 2021, respectively, and $ 215,000 and $ 431,000 for the three and six months ended June 30, 2020, respectively.

Long Term Debt

Long Term Debt	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
Long Term Debt	NOTE 8. LONG TERM DEBT Long-term debt consisted of the following at June 30, 2021 and December 31, 2020 ( in thousands ): June 30, December 31, 2020 Secured term loans $ 125,000 $ 24,184 Payroll protection plan 316 2,164 Other 152 1,358 Unamortized debt issuance costs ( 4,574 ) ( 377 ) 120,894 27,329 Current portion ( 6,672 ) ( 1,004 ) Long-term portion $ 114,222 $ 26,325 On the Closing Date, the Company entered into a Credit Agreement (the “Credit Agreement , by and among the Company, Royal Bank of Canada, as Administrative Agent (in such capacity, the “Agent”), Collateral Agent, Swing Line Lender and Issuing Bank, RBC Capital Markets, LLC and Truist Securities, Inc., as Syndication Agents, Joint Lead Arrangers and Joint Book Runners, and certain other banks and financial institutions serving as lenders (collectively with their successors and assigns, the “Lenders”). The Credit Agreement provides for (i) initial term loans in an aggregate principal amount of $ 125.0 million (the “Initial Term Loans”), which was fully drawn on the Closing Date to finance the Business Combination and related transaction costs, (ii) a revolving credit facility in an aggregate principal amount of $ 40.0 million, which may be drawn after the Closing Date for working capital and other general corporate purposes, and (iii) a delayed draw term loan facility in an aggregate principal amount of $ 20.0 million, which will be available to be drawn from and after the Closing until the six month anniversary of the Closing Date to finance permitted acquisitions and similar permitted investments (collectively, the “Credit Facilities”). Interest is payable on the outstanding loans under the Credit Facilities based on, at the option of the Company, either: (i) Eurocurrency (with a floor of 0.75 % per annum) plus variable spreads ranging from 2.75 % to 3.50 % per annum based on first lien net leverage ratio levels or (ii) the Alternate Base Rate (defined as the highest of (a) the Prime Rate (as defined in the Credit Agreement and established by the Agent), (b) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50 % per annum, and (c) the LIBOR Quoted Rate (as defined in the Credit Agreement) plus 1.00 % per annum, in each case, with a floor of 1.75 % per annum), plus variable spreads ranging from 1.75 % to 2.50 % per annum based on first lien net leverage ratio levels. Accrued and unpaid interest is payable with respect to LIBOR loans, on the last day interest period as selected by the Company but no later than three months, and with respect to Alternate Base Rate Loans, quarterly on the last business day of each of March, June, September and December. An unused commitment fee is also payable with respect to the revolving credit facility and the delayed draw term loan facility ranging between 0.35 % and 0.50 % depending on the Company’s first lien net leverage ratio, and is payable quarterly in arrears with respect to the revolving credit facility and on the earliest of the termination of the delayed draw term loan facility, the six month anniversary of the Closing Date with respect to any delayed draw term loan commitments that have expired and otherwise after the end of the first full fiscal quarter after the Closing Date. Amortization payments with respect to the Initial Term Loans are payable in quarterly installments, commencing with the last business day of the first full fiscal quarter ending after the Closing Date, in aggregate principal amounts equal to (i) 1.25 % of the aggregate principal amount of the Initial Term Loans outstanding on the Closing Date from the Closing Date until June 7, 2024, (ii) 1.875 % of the aggregate principal amount of the Initial Term Loans outstanding on the Closing Date from June 8, 2024 to June 7, 2025 and (iii) 2.50 % of the aggregate principal amount of the Initial Term Loans outstanding on the Closing Date from June 8, 2025 to June 7, 2026. All amounts owed under the Credit Facilities are due and payable upon the five-year anniversary of the Closing Date, unless otherwise extended in accordance with the terms of the Credit Agreement. The Credit Agreement contains certain covenants that limit, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness or liens, to make certain investments, to enter into sale-leaseback transactions, to make certain restricted payments, including dividends, to enter into consolidations, mergers or sales of material assets and other fundamental changes, or to transact with affiliates subject to exceptions, materiality and other qualifications as provided in the Credit Agreement. The Credit Agreement also contains customary events of default and also includes an equity cure right. All obligations under the Credit Agreement are guaranteed by the Company and substantially all of its subsidiaries, and all obligations under the Credit Agreement, including the guarantees of those obligations, are secured by substantially all of the assets of the Company and its subsidiaries. As of June 30, 2021, the Company was in compliance, in all material respects, with all covenants under the Credit Agreement. CMG Loan Agreement On the Closing Date, the Company repaid all outstanding term loan borrowings under CMG previous loan agreement (the “Loan Agreement” and the Loan Agreement was terminated. The Company repaid $ 24.5 million, inclusive of $ 487,000 in prepayment penalties, fees and interest. The Company recorded a loss on early of extinguishment of debt of $ 806,000 , inclusive of the write-off of deferred debt issuance costs and prepayment penalties related to the Loan Agreement. Other Debt Other long-term debt repaid on the Closing Date totaled $ 229,000 . In addition, $ 2.0 million was deposited into an escrow account as security for amounts borrowed under the Paycheck Protection Program ("PPP"). During the three and six months ended June 30, 2021, borrowings under the PPP of $ 2.2 million were forgiven and are included in the gain on extinguishment of debt. Future maturities of long-term debt outstanding at June 30, 2021 are as follows ( in thousands ): Amount Remainder of 2021 $ 3,547 2022 6,257 2023 6,265 2024 8,611 2025 11,726 2026 89,062 Total $ 125,468

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2021
Stockholders Equity Note [Abstract]
Stockholders' Equity	NOTE 9. STOCKHOLDERS’ EQUITY The unaudited condensed consolidated statement of changes in equity reflects the Reverse Recapitalization and the IMC Acquisition as discussed in Notes 2 and 3. As CMG was deemed the accounting acquirer in the Reverse Recapitalization with DFHT, all periods prior to the consummation of the Business Combination reflect the balances and activity of CMG. In connection with the Business Combination, the Company adopted the third amended and restated certificate of incorporation, dated June 8, 2021 (the “Amended and Restated Charter”) to, among other things, increased the total number of authorized shares of all classes of capital stock, par value of $ 0.0001 per share, to 261,000,000 shares, consisting of (i) 260,000,000 shares of common stock, including 250,000,000 shares of Class A Common Stock and 10,000,000 shares of Class B Common Stock, and (ii) 1,000,000 shares of preferred stock. In addition, 3,593,750 shares of Class B Common Stock were converted, on a one -for-one basis, into shares of Class A Common Stock , and as of June 30, 2021, there were no shares of Class B Common Stock issued or outstanding. Also in connection with the Business Combination, (i) Deerfield Partners and the Sponsor purchased an aggregate of 10.0 million shares of Class A Common Stock (the “Deerfield PIPE Investments”), consisting of 9.6 million shares of Class A Common Stock purchased by Deerfield Partners and 400,000 shares of Class A Common Stock purchased by the Sponsor, for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 100.0 million and (ii) certain investors purchased an aggregate of 31.0 million shares of Class A Common Stock (the “Third-Party PIPE Investments,” and together with the Deerfield PIPE Investments, the “PIPE Investments”), for a purchase price of $ 10.00 per share, for an aggregate purchase price of $ 310.0 million. The Company paid offering costs of $ 12.8 million . In connection with the acquisition of SMA (see Note 3), the Company issued 384,615 shares of Class A Common Stock bringing the total number of shares of Class A Common Stock outstanding at June 30, 2021 to 80,632,457 . Preferred Stock The Amended and Restated Charter authorizes the Company to issue 1,000,000 shares of preferred stock, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021, there were no shares of preferred stock issued or outstanding. Redeemable Warrants Public Warrants On July 16, 2020, in connection with the IPO, DFHT sold 2,875,000 Public Warrants. Each whole Public Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $ 11.50 per share, subject to adjustment, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of the Business Combination , provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreements entered into at the time of the IPO, a warrant holder may exercise its Public Warrants only for a whole number of shares of Class A Common Stock. This means only a whole Public Warrant may be exercised at a given time by a warrant holder. No fractional warrants were issued upon separation of the units issued in connection with DFHT's IPO and only whole Public Warrants will trade. The Company may redeem the Public Warrants when the price per share of Class A Common Stock equals or exceeds certain threshold prices. Private Placement Warrants Also in connection with DFHT's IPO, DFHT issued the 2,916,667 Private Placement Warrants at a purchase price of $ 1.50 per warrant. The Private Placement Warrants (including the Class A Common Stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination (except, among other limited exceptions to DFHT’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by CareMax for cash so long as they are held by the initial stockholders or their permitted transferees. With some exceptions, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Contingent Consideration Common Shares Pursuant to the Business Combination Agreement, the CMG Sellers and IMC Parent, who received Class A Common Stock in connection with the Business Combination, are entitled to receive earn-out consideration to be paid out in the form of Class A Common Stock. Up to an additional 3.5 million and 2.9 million Earnout Shares are payable after the Closing to former owners of CMG and IMC: (i) if within the first year after the Closing, the volume weighted average trading price of Class A Common Stock equals or exceeds $ 12.50 on any 20 trading days in any 30 -day trading period (the “First Share Price Trigger”), then 1.75 million and 1.45 million Earnout Shares are issuable to the CMG Sellers and IMC Parent, respectively, and (ii) if within the two years after the Closing (the “Second Earnout Period”), the volume weighted average trading price of Class A Common Stock equals or exceeds $ 15.00 on any 20 trading days in any 30 -day trading period (the “Second Share Price Trigger” and together with the First Share Price Trigger, the “Share Price Triggers”), then 1.75 million and 1.45 million Earnout Shares will be issued and paid to the formers owners of CMG and IMC, respectively. If prior to (i) the satisfaction of the Share Price Triggers, and (ii) the end of the Second Earnout Period, the Company enters into a change in control transaction as described in the Business Combination Agreement, and the price per share of the Company’s Class A Common Stock payable to the stockholders of the Company in such change in control transaction is greater than the Share Price Triggers that have not been satisfied during the Earnout Period, then at closing of such change in control transaction, the Share Price Triggers will be deemed to have been satisfied and the Company shall issue, as of such closing, all of the Earnout Shares. The estimated fair value of the Earnout Shares is recorded as an equity-classified instrument as a component of stockholders' equity. Subsequent to June 30, 2021, the volume weighted average trading price of Class A Common Stock exceeded the First Share Price Trigger on 20 or more days resulting in the satisfaction of the contingent conditions. Accordingly, 1.75 million and 1.45 million Earnout Shares will be issued and paid to the former owns of CMG and IMC, respectively. Equity-based Compensation On June 4, 2021, the stockholders of the Company approved the CareMax Inc. 2021 Long-term Incentive Plan (the “2021 Plan”), effective on the Closing Date. The 2021 Plan permits the grant of equity-based awards to officers, directors, employees and other service providers. The 2021 Plan permits the grant of an initial share pool of 7.0 million shares of Class A Common Stock and will: - be increased automatically, without further action of the Company’s board of directors, on January 1st of each calendar year commencing after the Closing Date and ending on (and including) January 1, 2031, by a number of shares of Class A Common Stock equal to the lesser of (i) four percent of the aggregate number of shares of Class A Common Stock outstanding on December 31 st of the immediately preceding calendar year, excluding for this purpose any such outstanding shares of Class A Common Stock that were granted under the 2021 Plan and remain unvested and subject to forfeiture as of the relevant December 31st, or (B) a lesser number of shares of Class A Common Stock as determined by the Company’s board of directors or the Compensation Committee of the board of directors prior to the relevant January 1 st ; As of June 30, 2021, no grants have been made and there were no shares of Class A Common Stock issued or outstanding under the 2021 Plan.

Net Income (Loss) Per Share

Net Income (Loss) Per Share	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
Net Income (Loss) Per Share	NOTE 10. NET INCOME (LOSS) PER SHARE The Business Combination was accounted for as a reverse recapitalization by which CMG issued equity for the net assets of the Company accompanied by a recapitalization. Earnings per share has been recast for all historical periods to reflect the Company’s capital structure for all comparative periods. The Company excluded the effect of the Earnout Shares from the computation of basic net income (loss) per share for the three and six months ended June 30, 2021, as the conditions to trigger the issuance of the Earnout Shares had not been satisfied as of June 30, 2021. The Company excluded the effect of the Public Warrants and the Private Placement Warrants from the computation of diluted net income (loss) per share in the three and six months ended June 30, 2021 as their inclusion would have been anti-dilutive because the Company was in a loss position for such periods. The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common share outstanding for the period subsequent to the transactions that occurred in connection with the Business Combination ( in thousands, except share and per share data ) : Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net income (loss) attributable to CareMax, Inc. class A common stockholders $ ( 7,364 ) $ 3,382 $ ( 6,062 ) $ 6,646 Weighted average basic shares outstanding 28,404,759 10,796,069 19,649,057 10,796,069 Weighted average diluted shares outstanding 28,404,759 10,796,069 19,649,057 10,796,069 Net income (loss) per share Basic $ ( 0.26 ) $ 0.31 $ ( 0.31 ) $ 0.62 Diluted $ ( 0.26 ) $ 0.31 $ ( 0.31 ) $ 0.62

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 11. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value ( in thousands ). June 30, 2021 Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities $ - $ - $ 27,337 Debt-classified contingent consideration - - 1,499 The fair value of the Public Warrants issued in connection with the IPO and the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the IPO has been measured based on the listed market price of such warrants since the IPO. For the three and six months ended June 30, 2021, the Company recognized a benefit resulting from a decrease in the fair value of the derivative warrant liabilities of $ 1.8 million. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for six months ended June 30, 2021. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as the Closing and June 8, 2021: June 30, June 8, Exercise price $ 11.50 $ 11.50 Unit price $ 12.90 $ 14.92 Volatility 49.5 % 29.8 % Expected life of the options to convert 4.94 5 Risk-free rate 0.86 % 0.77 % Dividend yield 0.0 % 0.0 % The change in the fair value of the warrant liabilities for the six months ended June 30, 2021 is summarized as follows ( in thousands ): Fair value of derivative warrant liabilities at Closing $ 29,132 Change in fair value of derivative warrant liabilities ( 1,795 ) Derivative warrant liabilities at June 30, 2021 $ 27,337

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 12. RELATED PARTY TRANSACTIONS The Company had a 49 % ownership interest in Care Smile, LLC (“Care Smile”), a dental care organization with majority ownership by the dental provider, who is the spouse of a member of the Company's senior management. The Company pays for dental services provided to enrollees by Care Smile on a capitated basis. Total capitation payments for the three and six months ended June 30, 2020 were $ 40,000 and $ 222,000 , respectively. The net loss of Care Smile for the three and six months ended June 30, 2020 was $ 72,000 and $ 45,000 , respectively. Care Smile was voluntarily dissolved on November 24, 2020. The Company leases certain facilities from related parties under operating leases expiring through 2026 . Rent expenses total $ 21,000 for the three and six months ended June 30, 2021.

Operating Leases and Commitment

Operating Leases and Commitments	6 Months Ended
	Jun. 30, 2021
Leases [Abstract]
Operating Leases and Commitments	NOTE 13. OPERATING LEASES AND COMMITMENTS The Company has entered into non-cancelable operating lease agreements for office and clinical space expiring at various times through 2031 . The operating lease agreements have renewal options ranging from one to seven years . Future minimum rental payments under these lease agreements, including renewal options which are considered reasonably certain of exercise, consisted of the following at June 30, 2021: Amount Remainder of 2021 $ 3,854 2022 7,100 2023 5,950 2024 5,228 2025 4,738 Thereafter 20,206 Total $ 47,076 Rent expense, including other related expenses for property taxes, sale taxes, and utilities, was approximately $ 693,000 and $ 1.4 million for the three and six months ended June 30, 2021, respectively, and $ 457,000 and $ 926,000 for the three and six months ended June 30, 2020, respectively. Rent expense is included in Corporate General and Administrative Expenses on the unaudited condensed consolidated statements of operations.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 14. INCOME TAXES Prior to the completion of the Business Combination, CMG was a limited liability company and treated as a partnership for federal and state income tax purposes. A partnership is not a tax-paying entity for federal and state income tax purposes, and as such, the results of operations were allocated to the members for inclusion in their income tax returns. Following the Business Combination, the income of CMG will flow through to the Company and will be taxed at the federal and state levels accordingly. Income tax expense for the three and six months ended June 30, 2021 was $ 0 . The effective tax rate for the three and six months ended June 30, 3021 was 0.0 % based on the determination that a full valuation allowance was recorded.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 15. COMMITMENTS AND CONTINGENCIES Compliance The health care industry is subject to numerous laws and regulations of federal, state, and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statues and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed. Compliance with these laws and regulations, specifically those related to the Medicare and Medicaid programs, can be subject to government review and interpretation, as well as regulatory actions unknown and not yet asserted at this time. Management believes that the Company is in substantial compliance with current laws and regulations. Litigation The Company is involved in various legal actions arising in the normal course of business. In consultation with legal counsel, management estimates that these matters will be resolved without material adverse effect on the Company’s financial position.

Segment Financial Information

Segment Financial Information	6 Months Ended
	Jun. 30, 2021
Segment Reporting [Abstract]
Segment Financial Information	NOTE 16. SEGMENT FINANCIAL INFORMATION The Company’s chief operating decision maker regularly reviews financial operating results on a condensed consolidated basis for purposes of allocating resources and evaluating financial performance. The Company identifies operating segments based on this review by its chief operating decision makers and operates in and reports as a single operating segment, which is to care for its patients’ needs. For the periods presented, all of the Company’s long-lived assets were located in the United States, and all revenue was earned in the United States.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 17. SUBSEQUENT EVENTS DNF Purchase Agreement On July 5, 2021, the Company entered into an asset purchase agreement (the “DNF Purchase Agreement”), by and among the Company, CareMax Medical Centers of Central Florida, LLC, a Florida limited liability company and indirect wholly-owned subsidiary of the Company (the “Buyer”), Unlimited Medical Services of Florida, LLC, a Florida limited liability company, d/b/a DNF Medical Centers (“DNF”), and certain other parties thereto (the “DNF Parties”), pursuant to which, upon the consummation of the transactions contemplated by the Purchase Agreement (the “ DNF Closing”), the Buyer will acquire all of the assets of the Seller not otherwise excluded by the DNF Purchase Agreement, constituting the DNF’s medical practice in the Orlando metropolitan area, including six medical centers serving more than 4,000 MA members (the “DNF Purchased Assets”), and will assume certain liabilities of DNF as set forth in the DNF Purchase Agreement. The DNF Asset Purchase Agreement provides for an aggregate purchase price for the Purchased Assets and certain other de minimis assets from related parties of the DNF Parties of $ 110.0 million subject to adjustment as provided in the Asset Purchase Agreement (the “Purchase Price”). The Purchase Price will be paid 80 % in cash by the Buyer, subject to customary holdbacks, and 20 % in shares of the Company’s Class A Common Stock, valued based on the volume weighted average price of the Common Stock for the five (5) trading days immediately preceding the date of the DNF APA Closing. Related Advisory Agreement On July 13, 2021, the Company entered into an exclusive real estate advisory agreement (the "Advisory Agreement") with Related CM Advisor, LLC (the “Advisor”), a Delaware limited liability company and a subsidiary of The Related Companies, L.P. (“Related”) (the “Advisory Agreement”), pursuant to which the Advisor has agreed provide certain real estate advisory services to the Company on an exclusive basis. The services include identifying locations for new medical centers nationwide as part of the Company’s de novo growth strategy, including, but not limited to, locations within and proximate to affordable housing communities that may be owned by Related. In connection with the Advisory Agreement, the Company and the Advisor entered into a subscription agreement (the “Subscription Agreement”), whereby the Advisor purchased 500,000 shares (the “Initial Shares”) of the Company’s Class A Common Stock for an aggregate purchase price of $ 5.0 million and the Company issued to the Advisor (i) a warrant (the “Series A Warrant”) to purchase 2,000,000 shares of Class A Common Stock (the “Series A Warrant Shares”), which vested immediately upon issuance, is exercisable for a period of five years and is not redeemable by the Company and (ii) a warrant (the “Series B Warrant” and together with the Series A Warrant, the “Warrants”) to purchase up to 6,000,000 shares of Class A Common Stock (the “Series B Warrant Shares” and, together with the Series A Warrant Shares, the “Warrant Shares”), pursuant to which 500,000 Series B Warrant Shares will vest and become exercisable from time to time upon the opening of each medical center under the Advisory Agreement for which the Advisor provides services, other than two initial medical centers. The Series B Warrant is exercisable, to the extent vested, until the later of five years from the date of issuance or one year from vesting of the applicable Series B Warrant Shares and is redeemable with respect to vested Warrant Shares at a price of $ 0.01 per Warrant Share if the price of the Class A Common Stock equals or exceeds $ 18.00 per share, or $ 0.10 per Warrant Share if the price of the Class A Common Stock equals or exceeds $ 10.00 per share, in each case when such price conditions are satisfied for any 20 trading days within a 30-trading day period and subject to certain adjustments and conditions as described in the Series B Warrant. In the event that the Series B Warrant is called for redemption by the Company, the Advisor may pay the exercise price for the Series B Warrant Shares six months following the notice of redemption by the Company. First Share Price Trigger Subsequent to June 30, 2021, the Class A Common Stock exceeded the First Share Price Trigger, and 1.75 million and 1.45 million Earnout Shares became issuable to the CMG Sellers and IMC Parent, respectively.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2020. In the opinion of management, the accompanying unaudited and condensed consolidated financial statements include all adjustments of a normal recurring nature, which are necessary for a fair presentation of financial position, operating results and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021, including the impacts of COVID-19, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Pursuant to the Business Combination, the acquisition of CMG by DFHT was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, DFHT was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of CMG issuing equity for the net assets of DFHT, accompanied by a recapitalization. The net assets of DFHT are stated at historical cost, with no goodwill or other intangible assets recorded. The condensed consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of CMG. Further, CMG was determined to be the accounting acquirer in the acquisition of IMC (the “IMC Acquisition”), as such, the acquisition is considered a business combination under Accounting Standards Codification ("ASC") Topic 805, " Business Combinations ," and was accounted for using the acquisition method of accounting. CareMax recorded the fair value of assets acquired and liabilities assumed from IMC. The presented financial information for the three months and six months ended June 30, 2021 includes the financial information and activities for IMC for the period from June 8, 2021 to (and including) June 30, 2021 (23 days). The presented financial information for the three and six months ended June 30, 2021 includes the financial information and activities for SMA for period from June 18, 2021 to (and including) June 30, 2021 (12 days). Unless otherwise noted, information for period prior to the Closing of Business Combination reflects the information of CMG only. The unaudited condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include, but are not limited to, purchase price allocations, including fair value estimates of intangibles and contingent consideration; the valuation of and related impairment recognitions of long-lived assets; the valuation of the derivative warrant liabilities; the estimated useful lives of fixed assets and intangible assets, including internally developed software; settlements related to revenue and the revenue accrual and accrued expenses. Actual results could differ from those estimates.
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, as an emerging growth company, the Company is exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and the Company’s independent registered public accounting firm is not required to evaluate and report on the effectiveness of internal control over financial reporting.
Acquisitions	Acquisitions The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC Topic 805, Business Combinations , which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired, and liabilities assumed are determined based upon the valuation of the acquired business and involves management making significant estimates and assumptions.
Revenue Recognition	Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Medicare Risk-based and Medicaid Risk-based revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage and Medicaid managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of At-risk premium less an administrative charge for reporting on enrollees on a per patient per month basis (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors:  Geography of the service location  Demographics of members  Health needs of members  Method of reimbursement (capitation or fee for service)  Enrollment changes  Rate changes; and  For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under ASC 606-10-32-18, “Revenue from Contracts with Customers-The Existence of a Significant Financing Component in the Contract,” and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by ASC 340-40-25-4, “Other Assets and Deferred Costs,” and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the three and six months ended June 30, 2021 and 2020, substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. Other Revenue Other revenue includes professional capitation payments. These revenues are a fixed amount of money per patient per month paid in advance for the delivery of primary care services only, whereby the Company is not liable for medical costs in excess of the fixed payment. Capitated revenues are typically prepaid monthly to the Company based on the number of patients selecting us as their primary care provider. Our capitated rates are fixed, contractual rates. Incentive payments for Healthcare Effectiveness Data and Information Set (“HEDIS”) and any services paid on a fee for service basis by a health plan are also included in other revenue. Other revenue also includes ancillary fees earned under contracts with certain payors for the provision of certain care coordination and other care management services. These services are provided to patients covered by these payors regardless of whether those patients receive their care from our affiliated medical groups. Revenue for primary care service for patients in a partial risk or up-side only contracts are reported in other revenue
Concentration of Credit Risk and Significant Customers	Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. The Company’s cash balances with individual banking institutions are in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. Anthem, Inc. ("Anthem") represented approximately 40 % and 100 % of the Company’s accounts receivable balance as of June 30, 2021 and December 31, 2020, respectively. Anthem represented 64 % and 99 % of the Company’s revenues for the three months ended June 30, 2021 and 2020 and 76 % and 99 % of the Company’s revenues for the six months ended June 30, 2021 and 2020, respectively.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring 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). These tiers include: Level 1 - defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Instruments	Derivative Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 “Distinguishing Liabilities from Equity,” and ASC 815-15, “Derivatives and Hedging - Embedded Derivatives. ” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 2,875,000 common stock warrants in connection with DFHT's initial public offering (the “IPO”) (the “Public Warrants”). Simultaneously with the closing of the IPO, DFHT consummated the private placement of 2,916,667 common stock warrants (the “Private Placement Warrants”). The Public Warrants and Private Placement Warrants are accounted for as derivative warrant liabilities in accordance with ASC 815-40 , “ Derivatives and Hedging - Contracts in an Entities Own Equity .” Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statement of operations. The fair value of the Public Warrants and Private Placement Warrants was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants issued in connection with the IPO has subsequently been measured based on the listed market price of such warrants.
Goodwill and Intangible Assets	Goodwill and intangible assets Goodwill represents the excess of cost over the fair value of net assets acquired. Pursuant to ASC 350, “Intangibles – Goodwill and Other,” we review goodwill annually in the fourth quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. Intangible assets with a finite useful life are amortized over their useful lives. We review the recoverability of any long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.
Property and Equipment	Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
External Provider Costs	External Provider Costs External Provider Costs include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period.
Net Income (Loss) Per Share	Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company follows the provisions of ASC Topic 260, Earnings Per Share ” for determining whether contingently issuable shares are included for purposes of calculating net income (loss) per share and determining whether instruments granted in equity-based compensation arrangements are participating securities for purposes of calculating net income (loss) per share. See Note 10, Net Income (Loss) Per Share.
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, " Leases " (“ASU 2016-02”), which amended the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016-02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020-05, “ Revenue from Contracts with Customers and Leases ,” that deferred the required effective date for non-issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. Because the Company is currently an emerging growth company, the Company plans to adopt ASU 2016-02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016-02 is expected to have a significant impact on the Company’s financial position and results of operations. The total future estimated gross annual lease payments are $ 47.1 million as of June 30, 2021. Management is currently evaluating the extent of this anticipated impact on the Company’s financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In June 2016, the FASB issued ASU 2016-13, " Financial Instruments – Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments" (“ASU 2016-13”). ASU 2016-13 introduced a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2022 and does not believe adoption will have a material effect on its condensed consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, " Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323) , and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815" (“ASU 2020-01”). ASU 2020-01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020-01 will have on its condensed consolidated financial statements. In March 2020, the FASB issued guidance to provide temporary optional expedients and exceptions through December 31, 2022 to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (SOFR). The amendments are effective for all entities from the beginning of an interim period that includes the issuance date of the ASU. An entity may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the effect the update will have on its unaudited condensed consolidated financial statements and related disclosures. We do not expect that any other recently issued accounting guidance will have a significant effect on our condensed consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Estimated Useful Lives of Property and Equipment	A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years

Acquisitions (Tables)

Acquisitions (Tables)	6 Months Ended
	Jun. 30, 2021
Business Acquisition [Line Items]
Summary of Unaudited Supplemental Pro Forma Information	The following supplemental unaudited pro forma information represents the results of operations as if the Company had acquired IMC and SMA on January 1, 2020. Pro forma information is not presented for the Company’s other acquisitions as the information is either not available or is immaterial. For the six months ended June 30, 2021 June 30, 2020 (in thousands) Net revenue $ 193,217 $ 173,147 Net (loss) income $ ( 13,936 ) $ 6,569
IMC
Business Acquisition [Line Items]
Summary of Purchase Consideration	The purchase consideration was comprised of the following ( in thousands ): Cash consideration (1) $ 172,302 Share consideration (2) $ 155,347 Contingent consideration (3) $ 38,348 Other consideration (4) $ 1,271 (1) Represents cash consideration inclusive of the payment of $ 79.8 million of IMC debt simultaneous with the Closing and the reimbursement of IMC seller transaction costs of $ 7.3 million. (2) Represent the issuance of 10,412,023 shares of Class A Common Stock, which shares were issued at a reference price of $ 10.00 per share, but the value of which was $ 14.92 per share, the closing price on the date of the IMC Acquisition. (3) Represents the fair value of equity-classified contingent consideration. (4) Represents the fair value of cash and equity purchase consideration held in escrow pending the finalization of final closing adjustments.
Summary of Purchase Consideration and Preliminary Fair Value of Assets Acquired and Liabilities Assumed	The following table summarizes the purchase consideration and the preliminary fair value of the assets acquired and liabilities assumed ( in thousands) : Cash $ 14,842 Accounts receivable 21,298 Other current assets 1,446 Property, plant & equipment 6,198 Intangible assets 34,121 Other assets 448 Accounts payable and accrued expenses ( 8,793 ) Long-term debt ( 197 ) Other long term liabilities ( 1,898 ) Net assets acquired 67,465 Excess of consideration over net assets acquired 299,803 Total consideration $ 367,268
SMA Entities
Business Acquisition [Line Items]
Summary of Purchase Consideration and Preliminary Fair Value of Assets Acquired and Liabilities Assumed	The following table summarizes the consideration paid and the preliminary fair value of the assets acquired and liabilities assumed ( in thousands ): Cash $ 73 Accounts receivable 1,830 Property, plant & equipment 178 Intangible Assets 8,824 Other assets 29 Accounts payable and accrued expenses ( 178 ) Net Assets Acquired 10,756 Excess of Consideration over Net Assets Acquired 46,271 Total Consideration $ 57,027

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2021
Goodwill And Intangible Assets Disclosure [Abstract]
Summary of Changes in Carrying Amount of Goodwill	The following table shows changes in the carrying amount of goodwill from December 31, 2020 to June 30, 2021 ( in thousands ): Carrying Amount Balance at December 31, 2020 $ 10,068 Acquired goodwill during the period 346,292 Balance at June 30, 2021 $ 356,360
Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets by Major Class	The following table summarizes the gross carrying amounts and accumulated amortization of intangible assets by major class ( in thousands ): Gross Carrying Accumulated Net Book Weighted Average June 30, 2021 Risk Contracts $ 50,922 $ ( 1,827 ) $ 49,095 7 Trademarks 355 ( 44 ) 311 1 Non-compete agreements 1,320 ( 369 ) 951 5 Total $ 52,597 $ ( 2,240 ) $ 50,357 Gross Carrying Accumulated Net Book Weighted Average December 31, 2020 Risk Contracts $ 8,174 $ ( 682 ) $ 7,492 11 Non-compete agreements 1,320 ( 237 ) 1,083 5 Total $ 9,494 $ ( 919 ) $ 8,575
Schedule of Estimated Amortization Expense Related to Fair Value of Acquired Intangible Assets	The estimated amortization expense related to the fair value of acquired intangible assets for the remainder of 2021 and each of the succeeding five years is ( in thousands ): Remainder of 2021 $ 7,727 2022 11,651 2023 9,156 2024 7,119 2025 5,465 2026 4,763

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2021
Property Plant And Equipment [Abstract]
Summary of Property and Equipment	A summary of property and equipment at June 30, 2021 and December 31, 2020 is as follows ( in thousands ): June 30, 2021 December 31, 2020 Leasehold improvements $ 3,966 $ 2,726 Vehicles 3,695 2,823 Furniture and equipment 6,768 1,983 Construction in progress 2,044 360 Total 16,473 7,892 Less: Accumulated depreciation ( 3,745 ) ( 3,096 ) Total Property and equipment, net $ 12,728 $ 4,796

Long Term Debt (Tables)

Long Term Debt (Tables)	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
Summary of Long-Term Debt	Long-term debt consisted of the following at June 30, 2021 and December 31, 2020 ( in thousands ): June 30, December 31, 2020 Secured term loans $ 125,000 $ 24,184 Payroll protection plan 316 2,164 Other 152 1,358 Unamortized debt issuance costs ( 4,574 ) ( 377 ) 120,894 27,329 Current portion ( 6,672 ) ( 1,004 ) Long-term portion $ 114,222 $ 26,325
Summary of Future Maturities of Long-Term Debt Outstanding	Future maturities of long-term debt outstanding at June 30, 2021 are as follows ( in thousands ): Amount Remainder of 2021 $ 3,547 2022 6,257 2023 6,265 2024 8,611 2025 11,726 2026 89,062 Total $ 125,468

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
Summary of Calculation of Basic and Diluted Earnings Per Share	The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common share outstanding for the period subsequent to the transactions that occurred in connection with the Business Combination ( in thousands, except share and per share data ) : Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net income (loss) attributable to CareMax, Inc. class A common stockholders $ ( 7,364 ) $ 3,382 $ ( 6,062 ) $ 6,646 Weighted average basic shares outstanding 28,404,759 10,796,069 19,649,057 10,796,069 Weighted average diluted shares outstanding 28,404,759 10,796,069 19,649,057 10,796,069 Net income (loss) per share Basic $ ( 0.26 ) $ 0.31 $ ( 0.31 ) $ 0.62 Diluted $ ( 0.26 ) $ 0.31 $ ( 0.31 ) $ 0.62

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value ( in thousands ). June 30, 2021 Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities $ - $ - $ 27,337 Debt-classified contingent consideration - - 1,499
Schedule of Quantitative Information of Level 3 Fair Value Measurements Inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs as the Closing and June 8, 2021: June 30, June 8, Exercise price $ 11.50 $ 11.50 Unit price $ 12.90 $ 14.92 Volatility 49.5 % 29.8 % Expected life of the options to convert 4.94 5 Risk-free rate 0.86 % 0.77 % Dividend yield 0.0 % 0.0 %
Schedule of Change in Fair Value of Warrant Liabilities	The change in the fair value of the warrant liabilities for the six months ended June 30, 2021 is summarized as follows ( in thousands ): Fair value of derivative warrant liabilities at Closing $ 29,132 Change in fair value of derivative warrant liabilities ( 1,795 ) Derivative warrant liabilities at June 30, 2021 $ 27,337

Operating Leases and Commitme_2

Operating Leases and Commitments (Tables)	6 Months Ended
	Jun. 30, 2021
Leases [Abstract]
Schedule of Future Minimum Rental Payments	Future minimum rental payments under these lease agreements, including renewal options which are considered reasonably certain of exercise, consisted of the following at June 30, 2021: Amount Remainder of 2021 $ 3,854 2022 7,100 2023 5,950 2024 5,228 2025 4,738 Thereafter 20,206 Total $ 47,076

Description of Business - Addit

Description of Business - Additional Information (Details)	Jun. 08, 2021USD ($)$ / sharesshares	Jun. 30, 2021$ / sharesshares	Jun. 30, 2021USD ($)Center$ / sharesshares	Jun. 30, 2020USD ($)
Description Of Business [Line Items]
Cash consideration | $			$ 210,252,000	$ 0
Number of wholly owned operating multi-specialty medical centers | Center			34
Number of multi-specialty medical centers under construction and expected to open | Center			2
Class A Common Stock
Description Of Business [Line Items]
Proceeds from the sale of Class A common stock, net of offering costs (in shares)		41,000,000
Common stock, par value | $ / shares		$ 0.0001	$ 0.0001
Conversion basis			In addition, 3,593,750 shares of Class B Common Stock were converted, on a one-for-one basis, into shares of Class A Common Stock
Common stock, shares issued		80,632,457	80,632,457
Common stock, shares outstanding		80,632,457	80,632,457
Class A Common Stock | Business Combination Agreement
Description Of Business [Line Items]
Proceeds from the sale of Class A common stock, net of offering costs (in shares)	10,000,000
Class B Common Stock
Description Of Business [Line Items]
Common stock, shares issued		0	0
Common stock, shares outstanding		0	0
Private Placement | Class A Common Stock | Business Combination Agreement
Description Of Business [Line Items]
Common stock, par value | $ / shares	$ 0.0001
Conversion basis			all of the 3,593,750 issued and outstanding shares of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”), automatically converted, on a one-for-one basis, into shares of Class A Common Stock
Common stock, shares issued	3,593,750
Common stock, shares outstanding	3,593,750
Private Placement | Class B Common Stock | Business Combination Agreement
Description Of Business [Line Items]
Common stock, par value | $ / shares	$ 0.0001
CMG | Business Combination Agreement
Description Of Business [Line Items]
Percentage of equity interests acquired	100.00%
Cash consideration | $	$ 364,000,000
Purchase consideration, net | $	$ 229,400,000
Business combination purchase consideration percentage	68.00%
Adjustment escrow amounts | $	$ 500,000
Adjustment escrow amounts in cash | $	$ 340,000
Adjustment escrow amounts in shares (as a percent)	68.00%
CMG | Class A Common Stock | Business Combination Agreement
Description Of Business [Line Items]
Reference price (in dollars per share) | $ / shares	$ 10
Authorized earnout shares (in shares)	3,500,000
Adjustment escrow amounts in shares	16,000
Adjustment Escrow Amounts in shares (as a percent)	32.00%
CMG | Private Placement | Class A Common Stock | Business Combination Agreement
Description Of Business [Line Items]
Proceeds from the sale of Class A common stock, net of offering costs (in shares)	10,796,069
IMC
Description Of Business [Line Items]
Percentage of equity interests acquired	100.00%
Cash consideration | $	$ 172,302,000
Purchase consideration, net | $	$ 367,300,000
Reference price (in dollars per share) | $ / shares	$ 10
IMC | Business Combination Agreement
Description Of Business [Line Items]
Percentage of equity interests acquired	100.00%
IMC | Class A Common Stock
Description Of Business [Line Items]
Reference price (in dollars per share) | $ / shares	$ 14.92
IMC Parent | Business Combination Agreement
Description Of Business [Line Items]
Cash consideration | $	$ 250,000,000
Purchase consideration, net | $	$ 85,200,000
Business combination purchase consideration percentage	45.00%
Adjustment escrow amounts | $	$ 1,000,000
Adjustment escrow amounts in cash | $	$ 450,000
Adjustment escrow amounts in shares (as a percent)	45.00%
IMC Parent | Class A Common Stock | Business Combination Agreement
Description Of Business [Line Items]
Reference price (in dollars per share) | $ / shares	$ 10
Authorized earnout shares (in shares)	2,900,000
Adjustment escrow amounts in shares	55,000
Adjustment Escrow Amounts in shares (as a percent)	55.00%
IMC Parent | Private Placement | Class A Common Stock | Business Combination Agreement
Description Of Business [Line Items]
Proceeds from the sale of Class A common stock, net of offering costs (in shares)	10,412,023

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021USD ($)	Jun. 30, 2020	Jun. 30, 2021USD ($)Portfolioshares	Jun. 30, 2020	Dec. 31, 2020USD ($)	Mar. 31, 2021USD ($)
Summary of Significant Accounting Policies [Line Items]
Goodwill	$ 356,360,000		$ 356,360,000		$ 10,068,000
Number of portfolio | Portfolio			1
Revenue practical expedient financing component [true false]			true
Revenue practical Expedient incremental cost of obtaining contract [true false]			true
Goodwill impairment loss			$ 0
Unrecognized Tax Benefits	0		0		$ 0
Total future estimated gross annual lease payments	$ 47,076,000		$ 47,076,000
DFHT
Summary of Significant Accounting Policies [Line Items]
Goodwill						$ 0
Other intangible assets						$ 0
Public Warrants
Summary of Significant Accounting Policies [Line Items]
Number of warrants issued | shares			2,875,000
Private Placement Warrants
Summary of Significant Accounting Policies [Line Items]
Number of warrants issued | shares			2,916,667
Anthem | Credit Concentration Risk | Accounts Receivable
Summary of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)			40.00%		100.00%
Anthem | Customer Concentration Risk | Revenue
Summary of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	64.00%	99.00%	76.00%	99.00%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details)	6 Months Ended
	Jun. 30, 2021
Leasehold Improvements | Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	15 years
Leasehold Improvements | Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	39 years
Furniture and Equipment | Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	5 years
Furniture and Equipment | Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	7 years
Vehicles
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	5 years
Software
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	3 years

Acquisitions - Additional Infor

Acquisitions - Additional Information (Details)	Jun. 18, 2021USD ($)$ / sharesshares	Jun. 08, 2021USD ($)$ / shares	Jun. 30, 2021USD ($)	Jun. 30, 2020USD ($)	Jun. 30, 2021USD ($)Business	Jun. 30, 2020USD ($)	Dec. 31, 2020
Business Acquisition [Line Items]
Business acquisition, goodwill recognized , expected to be tax deductible for income tax purposes			$ 299,800,000		$ 299,800,000
Acquisition-related transaction costs			149,000	$ 0	149,000	$ 0
Cash consideration					210,252,000	0
Equity consideration issued in acquisitions					161,193,000	0
Revenue			44,919,000	25,795,000	72,837,000	51,029,000
Net income loss before income taxes			(7,364,000)	$ 3,464,000	$ (6,062,000)	$ 6,638,000
Risk Contracts
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period					7 years		11 years
IMC
Business Acquisition [Line Items]
Business acquisition, percentage of equity interests acquired		100.00%
Total purchase consideration		$ 367,300,000
Definite-lived intangible assets		34,100,000
Cash consideration		172,302,000
Equity consideration issued in acquisitions		$ 155,347,000
Business acquisition, share price | $ / shares		$ 10
Revenue					$ 17,000,000
Net income loss before income taxes					201,000
IMC | Minimum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period		1 year
IMC | Maximum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period		6 years
IMC | Risk Contracts
Business Acquisition [Line Items]
Definite-lived intangible assets		$ 33,900,000
IMC | Tradenames
Business Acquisition [Line Items]
Definite-lived intangible assets		$ 263,000
SMA Entities
Business Acquisition [Line Items]
Business acquisition, percentage of equity interests acquired	100.00%
Total purchase consideration	$ 57,000,000
Business acquisition, goodwill recognized , expected to be tax deductible for income tax purposes			$ 46,300,000		46,300,000
Acquisition-related transaction costs	149,000
Definite-lived intangible assets	8,800,000
Cash consideration	52,000,000
Business combination holdback amount	$ 2,500,000
Business acquisition, equity interest issued number of shares | shares	384,615
Equity consideration issued in acquisitions	$ 5,000,000
Business acquisition, share price | $ / shares	$ 13.07
Revenue					817,000
Net income loss before income taxes					$ 147,000
SMA Entities | Minimum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period	1 year
SMA Entities | Maximum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period	6 years
SMA Entities | Risk Contracts
Business Acquisition [Line Items]
Definite-lived intangible assets	$ 8,700,000
SMA Entities | Tradenames
Business Acquisition [Line Items]
Definite-lived intangible assets	$ 92,000
Other Acquisitions
Business Acquisition [Line Items]
Business acquisition, percentage of equity interests acquired			100.00%		100.00%
Total purchase consideration					$ 375,000
Definite-lived intangible assets			$ 157,000		$ 157,000
Number of additional business acquired | Business					1

Acquisitions - Summary of Purch

Acquisitions - Summary of Purchase Consideration (Details) - USD ($) $ in Thousands	Jun. 08, 2021	Jun. 30, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Cash consideration		$ 210,252	$ 0
Share consideration		$ 161,193	$ 0
IMC
Business Acquisition [Line Items]
Cash consideration	$ 172,302
Share consideration	155,347
Contingent consideration	38,348
Other consideration	$ 1,271

Acquisitions - Summary of Pur_2

Acquisitions - Summary of Purchase Consideration (Parenthetical) (Details) - IMC $ / shares in Units, $ in Millions	Jun. 08, 2021USD ($)$ / sharesshares
Business Acquisition [Line Items]
Cash consideration inclusive of payment of debt | $	$ 79.8
Business acquisition, seller transaction costs | $	$ 7.3
Business acquisition, share price | $ / shares	$ 10
Class A Common Stock
Business Acquisition [Line Items]
Business acquisition, equity interest issued number of shares | shares	10,412,023
Business acquisition, share price | $ / shares	$ 14.92

Acquisitions - Summary of Pur_3

Acquisitions - Summary of Purchase Consideration and Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 18, 2021	Jun. 08, 2021
IMC
Business Acquisition [Line Items]
Cash		$ 14,842
Accounts receivable		21,298
Other current assets		1,446
Property, plant & equipment		6,198
Intangible assets		34,121
Other assets		448
Accounts payable and accrued expenses		(8,793)
Long-term debt		(197)
Other long term liabilities		(1,898)
Net Assets Acquired		67,465
Excess of Consideration over Net Assets Acquired		299,803
Total Consideration		$ 367,268
SMA Entities
Business Acquisition [Line Items]
Cash	$ 73
Accounts receivable	1,830
Property, plant & equipment	178
Intangible assets	8,824
Other assets	29
Accounts payable and accrued expenses	(178)
Net Assets Acquired	10,756
Excess of Consideration over Net Assets Acquired	46,271
Total Consideration	$ 57,027

Acquisitions - Summary of Unaud

Acquisitions - Summary of Unaudited Supplemental Pro Forma Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Business Combinations [Abstract]
Net revenue	$ 193,217	$ 173,147
Net (loss) income	$ (13,936)	$ 6,569

Payor and Provider Agreements -

Payor and Provider Agreements - Additional Information (Details) - Payor	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Medicare Advantage Patients
Payor And Provider Agreements [Line Items]
Number of payors in strategic value-based relationships			10
Medicaid Patients
Payor And Provider Agreements [Line Items]
Number of payors in strategic value-based relationships			4
ACA Patients
Payor And Provider Agreements [Line Items]
Number of payors in strategic value-based relationships			1
Anthem
Payor And Provider Agreements [Line Items]
Percentage of capitated revenue	64.00%	99.00%	76.00%	99.00%
United
Payor And Provider Agreements [Line Items]
Percentage of capitated revenue	11.00%	1.00%	7.00%	1.00%
Centene
Payor And Provider Agreements [Line Items]
Percentage of capitated revenue	10.00%	0.00%	5.00%	0.00%

Reinsurance - Additional Inform

Reinsurance - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Effects of Reinsurance [Line Items]
Reinsurance recoveries recognized	$ 1,300,000	$ 155,000	$ 1,700,000	$ 208,000
Reinsurance premium expense incurred	$ 1,800,000	$ 250,000	2,200,000	$ 493,000
Maximum
Effects of Reinsurance [Line Items]
Reinsurance stop loss limit per patient per year			200,000
Minimum
Effects of Reinsurance [Line Items]
Reinsurance stop loss limit per patient per year			$ 30,000

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
Balance at December 31, 2020	$ 10,068
Acquired goodwill during the period	346,292
Balance at June 30, 2021	$ 356,360

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets by Major Class (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 52,597	$ 9,494
Accumulated Amortization	(2,240)	(919)
Net Book Value	50,357	8,575
Risk Contracts
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	50,922	8,174
Accumulated Amortization	(1,827)	(682)
Net Book Value	$ 49,095	$ 7,492
Weighted Average Amortization Period (years)	7 years	11 years
Trademarks
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 355
Accumulated Amortization	(44)
Net Book Value	$ 311
Weighted Average Amortization Period (years)	1 year
Non-compete Agreements
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,320	$ 1,320
Accumulated Amortization	(369)	(237)
Net Book Value	$ 951	$ 1,083
Weighted Average Amortization Period (years)	5 years	5 years

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,100,000	$ 141,000	$ 1,300,000	$ 281,000

Goodwill and Intangible Asset_5

Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense Related to Fair Value of Acquired Intangible Assets (Details) $ in Thousands	Jun. 30, 2021USD ($)
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract]
Remainder of 2021	$ 7,727
2022	11,651
2023	9,156
2024	7,119
2025	5,465
2026	$ 4,763

Property and Equipment - Summar

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	$ 16,473	$ 7,892
Less: Accumulated depreciation	(3,745)	(3,096)
Total Property and equipment, net	12,728	4,796
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	3,966	2,726
Vehicles
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	3,695	2,823
Furniture and Equipment
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	6,768	1,983
Construction in Progress
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	$ 2,044	$ 360

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Property Plant And Equipment [Abstract]
Estimated Capital expenditures to complete construction in progress			$ 700,000
Depreciation expense	$ 429,000	$ 215,000	$ 640,000	$ 431,000

Long Term Debt - Summary of Lon

Long Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Long-term debt gross	$ 125,468
Unamortized debt issuance costs	(4,574)	$ (377)
Total long-term debt	120,894	27,329
Current portion	(6,672)	(1,004)
Long-term portion	114,222	26,325
Secured Term Loans
Debt Instrument [Line Items]
Long-term debt gross	125,000	24,184
Payroll Protection Plan
Debt Instrument [Line Items]
Long-term debt gross	316	2,164
Other
Debt Instrument [Line Items]
Long-term debt gross	$ 152	$ 1,358

Long Term Debt - Additional Inf

Long Term Debt - Additional Information (Details) - USD ($)	Jun. 08, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Debt Instrument [Line Items]
Debt instrument, interest rate terms				Interest is payable on the outstanding loans under the Credit Facilities based on, at the option of the Company, either: (i) Eurocurrency (with a floor of 0.75% per annum) plus variable spreads ranging from 2.75% to 3.50% per annum based on first lien net leverage ratio levels or (ii) the Alternate Base Rate (defined as the highest of (a) the Prime Rate (as defined in the Credit Agreement and established by the Agent), (b) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50% per annum, and (c) the LIBOR Quoted Rate (as defined in the Credit Agreement) plus 1.00% per annum, in each case, with a floor of 1.75% per annum), plus variable spreads ranging from 1.75% to 2.50% per annum based on first lien net leverage ratio levels. Accrued and unpaid interest is payable with respect to LIBOR loans, on the last day interest period as selected by the Company but no later than three months, and with respect to Alternate Base Rate Loans, quarterly on the last business day of each of March, June, September and December.
Debt instrument, unused commitment fee terms				An unused commitment fee is also payable with respect to the revolving credit facility and the delayed draw term loan facility ranging between 0.35% and 0.50% depending on the Company’s first lien net leverage ratio, and is payable quarterly in arrears with respect to the revolving credit facility and on the earliest of the termination of the delayed draw term loan facility, the six month anniversary of the Closing Date with respect to any delayed draw term loan commitments that have expired and otherwise after the end of the first full fiscal quarter after the Closing Date.
Gain (loss) on extinguishment of debt		$ 1,358,000	$ 0	$ 1,358,000	$ 0
Eurocurrency
Debt Instrument [Line Items]
Debt instrument, outstanding interest rate		0.75%		0.75%
Federal Funds Rate
Debt Instrument [Line Items]
Debt instrument, variable interest rate				0.50%
LIBOR Quoted Rate
Debt Instrument [Line Items]
Debt instrument, outstanding interest rate		1.75%		1.75%
Debt instrument, variable interest rate				1.00%
Minimum | Eurocurrency
Debt Instrument [Line Items]
Debt instrument, variable interest rate				2.75%
Minimum | LIBOR Quoted Rate
Debt Instrument [Line Items]
Debt instrument, variable interest rate				1.75%
Maximum | Eurocurrency
Debt Instrument [Line Items]
Debt instrument, variable interest rate				3.50%
Maximum | LIBOR Quoted Rate
Debt Instrument [Line Items]
Debt instrument, variable interest rate				2.50%
Initial Term Loans
Debt Instrument [Line Items]
Aggregate principal amount	$ 125,000,000
Debt instrument, percentage of amortization payments of aggregate principal amount to be paid until June 7, 2024				1.25%
Debt instrument, percentage of amortization payments of aggregate principal amount to be paid from June 8, 2024 to June 7, 2025				1.875%
Debt instrument, percentage of amortization payments of aggregate principal amount to be paid from June 8, 2025 to June 7, 2026				2.50%
Debt instrument, due and payable term				5 years
Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount	40,000,000
Debt instrument, due and payable term				5 years
Revolving Credit Facility | Minimum
Debt Instrument [Line Items]
Debt instrument, unused commitment fee percentage				0.35%
Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Debt instrument, unused commitment fee percentage				0.50%
Term Loan Facility
Debt Instrument [Line Items]
Aggregate principal amount	20,000,000
Debt instrument, due and payable term				5 years
Term Loan Facility | Minimum
Debt Instrument [Line Items]
Debt instrument, unused commitment fee percentage				0.35%
Term Loan Facility | Maximum
Debt Instrument [Line Items]
Debt instrument, unused commitment fee percentage				0.50%
Other Long-term Debt
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt		$ 2,200,000		$ 2,200,000
Other long-term debt repaid	229,000
Paycheck Protection Program
Debt Instrument [Line Items]
Amount deposited in escrow account	2,000,000
CMG
Debt Instrument [Line Items]
Repayments of debt	24,500,000
Repayments of penalties, fees and interest	487,000
Gain (loss) on extinguishment of debt	$ (806,000)

Long Term Debt - Summary of Fut

Long Term Debt - Summary of Future Maturities of Long-Term Debt Outstanding (Details) $ in Thousands	Jun. 30, 2021USD ($)
Debt Disclosure [Abstract]
Remainder of 2021	$ 3,547
2022	6,257
2023	6,265
2024	8,611
2025	11,726
2026	89,062
Total	$ 125,468

Stockholders' Equity - Addition

Stockholders' Equity - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 08, 2021	Jun. 30, 2021	Jun. 30, 2021	Jun. 18, 2021
Class Of Stock [Line Items]
Capital stock, par value	$ 0.0001
Capital stock, shares authorized	261,000,000
Common stock, shares authorized	260,000,000
Preferred stock,authorized	1,000,000	1,000,000	1,000,000
Aggregate purchase price of common shares		$ 397,529
Payment of offering costs			$ 12,800
Preferred stock, issued		0	0
Preferred stock,outstanding		0	0
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	250,000,000	250,000,000	250,000,000
Conversion of Class B to Class A common shares (in shares)	3,593,750
Conversion basis			In addition, 3,593,750 shares of Class B Common Stock were converted, on a one-for-one basis, into shares of Class A Common Stock
Number of Class A common stock issued upon conversion of each share (in shares)	1
Number of shares purchased		41,000,000
Aggregate purchase price of common shares		$ 4
Common stock, shares issued		80,632,457	80,632,457
Common stock, shares outstanding		80,632,457	80,632,457
Class A Common Stock | Business Combination Agreement
Class Of Stock [Line Items]
Number of shares purchased	10,000,000
Aggregate purchase price of common shares	$ 100,000
Purchase price per share	$ 10
Class A Common Stock | Deerfield Partners | Business Combination Agreement
Class Of Stock [Line Items]
Number of shares purchased	9,600,000
Class A Common Stock | Sponsor | Business Combination Agreement
Class Of Stock [Line Items]
Number of shares purchased	400,000
Class A Common Stock | Investors | Business Combination Agreement
Class Of Stock [Line Items]
Number of shares purchased	31,000,000
Aggregate purchase price of common shares	$ 310,000
Purchase price per share	$ 10
Class A Common Stock | SMA Entities
Class Of Stock [Line Items]
Common stock, shares issued				384,615
Class B Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	10,000,000
Common stock, shares issued		0	0
Common stock, shares outstanding		0	0

Stockholders' Equity - Redeemab

Stockholders' Equity - Redeemable Warrants (Details) - IPO - DFHT - $ / shares	Jul. 16, 2020	Jun. 30, 2021
Public Warrants
Class Of Warrant Or Right [Line Items]
Number of warrants issued	2,875,000
Number of shares issued for each warrant upon conversion	1
Exercise price of warrants	$ 11.50
Warrants exercise period description		any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of the Business Combination
Private Placement Warrants
Class Of Warrant Or Right [Line Items]
Number of warrants issued	2,916,667
Issue price of warrant	$ 1.50
Locking period of warrants after completion of business combination	30 days

Stockholders' Equity - Continge

Stockholders' Equity - Contingent Consideration Common Shares (Details) - $ / shares	6 Months Ended
	Jun. 30, 2021	Jul. 01, 2021
First Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Minimum weighted average trading price to issue earnout shares	$ 12.50
Considered trading days for share price trigger	20 days
Considered trading period for share price trigger	30 days
Second Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Minimum weighted average trading price to issue earnout shares	$ 15
Considered trading days for share price trigger	20 days
Considered trading period for share price trigger	30 days
CMG | Maximum
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable	3,500,000
CMG | First Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable	1,750,000
CMG | First Share Price Trigger | Subsequent Event
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable		1,750,000
CMG | Second Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable	1,750,000
IMC | Maximum
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable	2,900,000
IMC | First Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable	1,450,000
IMC | First Share Price Trigger | Subsequent Event
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable		1,450,000
IMC | Second Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable	1,450,000

Stockholders' Equity - Equity-b

Stockholders' Equity - Equity-based Compensation (Details) - shares	Jun. 04, 2021	Jun. 30, 2021
Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares issued		80,632,457
Common stock, shares outstanding		80,632,457
2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares granted under plan		0
2021 Plan | Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Initial shares available under plan	7,000,000
Equity-based compensation incremental description		be increased automatically, without further action of the Company’s board of directors, on January 1st of each calendar year commencing after the Closing Date and ending on (and including) January 1, 2031, by a number of shares of Class A Common Stock equal to the lesser of (i) four percent of the aggregate number of shares of Class A Common Stock outstanding on December 31stof the immediately preceding calendar year, excluding for this purpose any such outstanding shares of Class A Common Stock that were granted under the 2021 Plan and remain unvested and subject to forfeiture as of the relevant December 31st, or (B) a lesser number of shares of Class A Common Stock as determined by the Company’s board of directors or the Compensation Committee of the board of directors prior to the relevant January 1st
Incremental percentage of shares available for the plan of outstanding shares	4.00%
Common stock, shares issued		0
Common stock, shares outstanding		0

Net Income (Loss) Per Share - S

Net Income (Loss) Per Share - Summary of Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share [Abstract]
Net income (loss) atrributable to CareMax, Inc. class A common stockholders	$ (7,364)	$ 3,382	$ (6,062)	$ 6,646
Weighted average basic shares outstanding	28,404,759	10,796,069	19,649,057	10,796,069
Weighted average diluted shares outstanding	28,404,759	10,796,069	19,649,057	10,796,069
Net income (loss) per share, Basic	$ (0.26)	$ 0.31	$ (0.31)	$ 0.62
Net income (loss) per share, Diluted	$ (0.26)	$ 0.31	$ (0.31)	$ 0.62

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring Measurement - Level 3 $ in Thousands	Jun. 30, 2021USD ($)
Financial Liabilities Fair Value
Derivative warrant liabilities	$ 27,337
Classified Contingent Consideration
Financial Liabilities Fair Value
Debt	$ 1,499

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)	Jun. 30, 2021USD ($)
Fair Value Disclosures [Abstract]
Recognized benefit resulting from decrease in fair value of derivative warrant liabilities	$ 1,800,000	$ 1,800,000
Fair value, liabilities, Level 1 to Level 2 transfers, amount	0	0
Fair value, liabilities, Level 2 to Level 1 transfers, amount	$ 0	0
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3		0
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3		$ 0

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Quantitative Information of Level 3 Fair Value Measurements Inputs (Details) - Level 3	Jun. 08, 2021	Jun. 30, 2021
Exercise Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	11.50	11.50
Unit Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	14.92	12.90
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	29.8	49.5
Expected Life of the Options to Convert
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Expected life of the options to convert	5 years	4 years 11 months 8 days
Risk Free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	0.77	0.86
Dividend Yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	0	0

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Change in Fair Value of Warrant Liabilities (Details) - Derivative Warrant Liabilities $ in Thousands	6 Months Ended
	Jun. 30, 2021USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value of derivative warrant liabilities at Closing	$ 29,132
Change in fair value of derivative warrant liabilities	(1,795)
Derivative warrant liabilities at June 30, 2021	$ 27,337

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Related Party Transaction [Line Items]
Net loss	$ (7,364,000)	$ 3,382,000	$ (6,062,000)	$ 6,646,000
Operating leases expiring year			2026
Rent expenses	$ 21,000		$ 21,000
Care Smile
Related Party Transaction [Line Items]
Ownership interest	49.00%		49.00%
Total capitation payments		40,000		222,000
Net loss		$ 72,000		$ 45,000

Operating Leases and Commitme_3

Operating Leases and Commitments - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Lessee Lease Description [Line Items]
Lease expiring term			various times through 2031
Rent expense	$ 693,000	$ 457,000	$ 1,400,000	$ 926,000
Maximum
Lessee Lease Description [Line Items]
Operating lease agreements renewal term	7 years		7 years
Minimum
Lessee Lease Description [Line Items]
Operating lease agreements renewal term	1 year		1 year

Operating Leases and Commitme_4

Operating Leases and Commitments - Schedule of Future Minimum Rental Payments (Details) $ in Thousands	Jun. 30, 2021USD ($)
Leases [Abstract]
Remainder of 2021	$ 3,854
2022	7,100
2023	5,950
2024	5,228
2025	4,738
Thereafter	20,206
Total	$ 47,076

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0	$ 0	$ 0
Effective tax rate	0.00%		0.00%

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Thousands	Jul. 13, 2021USD ($)$ / sharesshares	Jul. 05, 2021USD ($)MemberCenter	Jun. 08, 2021USD ($)	Jun. 30, 2021USD ($)shares	Jul. 01, 2021shares
Subsequent Event [Line Items]
Aggregate purchase price of common shares | $				$ 397,529
CMG | First Share Price Trigger
Subsequent Event [Line Items]
Earnout shares payable				1,750,000
IMC
Subsequent Event [Line Items]
Purchase consideration, net | $			$ 367,300
IMC | First Share Price Trigger
Subsequent Event [Line Items]
Earnout shares payable				1,450,000
Class A Common Stock
Subsequent Event [Line Items]
Number of shares issued				41,000,000
Aggregate purchase price of common shares | $				$ 4
Subsequent Event | CMG | First Share Price Trigger
Subsequent Event [Line Items]
Earnout shares payable					1,750,000
Subsequent Event | IMC | First Share Price Trigger
Subsequent Event [Line Items]
Earnout shares payable					1,450,000
Subsequent Event | Subscription Agreement | Series A Warrant
Subsequent Event [Line Items]
Number of shares issued	2,000,000
Exercisable period	5 years
Subsequent Event | Subscription Agreement | Series A and Series B Warrant
Subsequent Event [Line Items]
Number of shares issued	6,000,000
Warrant share price | $ / shares	$ 0.10
Subsequent Event | Subscription Agreement | Series B Warrant
Subsequent Event [Line Items]
Exercisable period	5 years
Number shares vest and exercisable	500,000
Vesting period	1 year
Warrant share price | $ / shares	$ 0.01
Subsequent Event | Class A Common Stock | Subscription Agreement
Subsequent Event [Line Items]
Number of shares issued	500,000
Aggregate purchase price of common shares | $	$ 5,000
Price per share | $ / shares	$ 18
Maximum | CMG
Subsequent Event [Line Items]
Earnout shares payable				3,500,000
Maximum | IMC
Subsequent Event [Line Items]
Earnout shares payable				2,900,000
Maximum | Subsequent Event | Class A Common Stock | Subscription Agreement
Subsequent Event [Line Items]
Price per share | $ / shares	$ 10
Asset Purchase Agreement | Subsequent Event
Subsequent Event [Line Items]
Number of medical centers | Center		6
Purchase consideration, net | $		$ 110,000
Percentage of purchase price will be paid by cash		80.00%
Percentage of purchase price will be paid by shares		20.00%
Asset Purchase Agreement | Minimum | Subsequent Event
Subsequent Event [Line Items]
Number of Medicare advantage members | Member		4,000