Restatement of Previously Reported Financial Statements | Restatement of Previously Reported Financial Statements The restatement reflects the reclassification of the Earnout Shares related to the Business Combination from stockholders’ equity to a liability for the period from the closing of the Business Combination on June 8, 2021 to the achievement of the First Share Price Trigger on July 9, 2021. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and determined that the related impact was material to the Company's previously filed unaudited condensed consolidated financial statements for the three-month and six-month periods ended June 30, 2021. Therefore, on March 7, 2022, after discussion with WithumSmith+Brown, PC ("Withum"), the Company's current independent registered public accounting firm, the Audit Committee of the Company's Board of Directors and the Company's management concluded that the unaudited condensed consolidated financial statements for the three-month and six-month periods ended June 30, 2021 should be restated to present the entire amount of the Earnout Shares as a liability as of Closing Date through June 30, 2021. The change in fair value for the period from the Closing Date through June 30, 2021 was recorded in the Condensed Consolidated Statement of Operations in this Form 10-Q/A. As such, the Company is reporting the aforementioned restatements to the periods presented in this Form 10-Q/A. Impact of the Restatement The table below presents the effect of the financial statement adjustments related to the restatement of the Company's unaudited condensed consolidated balance sheet as of June 30, 2021 reported in the Original Filing: June 30, 2021 As Previously Reported Adjustments As Restated ASSETS CURRENT ASSETS Cash $ 170,080 $ - $ 170,080 Restricted cash 1,956 - 1,956 Accounts receivable, net 32,031 - 32,031 Inventory 190 - 190 Prepaid expenses 3,449 - 3,449 Risk settlements due from providers 288 - 288 Due from related parties - - - Total Current Assets 207,994 - 207,994 Property and equipment, net 12,728 - 12,728 Goodwill 356,360 2,438 358,798 Intangible assets, net 50,357 - 50,357 Deferred debt issuance costs 2,195 - 2,195 Other assets 998 - 998 Total Assets $ 630,632 $ 2,438 $ 633,070 LIABILITIES AND STOCKHOLDERS'/MEMBERS' EQUITY CURRENT LIABILITIES Accounts payable $ 2,546 $ - $ 2,546 Accrued expenses 10,689 - 10,689 Accrued interest payable 264 - 264 Risk settlements due to providers 178 - 178 Current portion of long-term debt 6,672 - 6,672 Due to related parties - - - Current portion of contingent earnout liabilities - 36,286 36,286 Other current liabilities 5,771 - 5,771 Total Current Liabilities 26,120 36,286 62,406 Derivative warrant liabilities 27,337 - 27,337 Long-term debt, less current portion 114,222 - 114,222 Contingent earnout liabilities - 36,286 36,286 Other liabilities 2,639 - 2,639 Total Liabilities 170,318 72,571 242,889 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS'/MEMBER'S EQUITY Class A common stock ($ 0.0001 par value; 250,000,000 shares 80,632,457 shares issued and outstanding at June 30, 2021) 8 - 8 Additional paid-in-capital 459,641 ( 87,553 ) 372,088 Retained Earnings 665 17,420 18,085 Member units ( no par value, 200 authorized, issued and outstanding at - - - Members' equity - - - Total Stockholders'/Members' Equity 460,314 ( 70,133 ) 390,181 Total Liabilities and Stockholders'/Members' Equity $ 630,632 $ 2,438 $ 633,070 The tables below present the effect of the financial statement adjustments related to the restatement of the unaudited condensed consolidated statements of operations for the three and six-months ended June 30, 2021 reported in the Original Filing: Three Months Ended June 30, 2021 As Previously Reported Adjustments As Restated Revenue Medicare risk-based revenue $ 37,761 $ - $ 37,761 Medicaid risk-based revenue 5,449 - 5,449 Other revenue 1,709 - 1,709 Total revenue 44,919 - 44,919 Operating expenses External provider costs 35,535 - 35,535 Cost of care 7,867 - 7,867 Sales and marketing 775 - 775 Corporate, general and administrative 8,881 - 8,881 Depreciation and amortization 1,437 - 1,437 Acquisition related costs 149 - 149 Total operating expenses 54,644 - 54,643 Operating (loss) ( 9,725 ) - ( 9,724 ) Interest expense, net ( 792 ) - ( 792 ) Gain on remeasurement of warrant liabilities 1,795 - 1,795 Gain on remeasurement of contingent earnout liabilities - 17,420 17,420 Gain on extinguishment of debt 1,358 - 1,358 (Loss) income before income tax ( 7,364 ) 17,420 10,057 Income tax provision - - - Net (loss) income $ ( 7,364 ) $ 17,420 $ 10,057 Net (loss) income attributable to non-controlling interest - - - Net (loss) income attributable to controlling interest $ ( 7,364 ) $ 17,420 $ 10,057 Net (loss) income attributable to CareMax, Inc. Class A common stockholders $ ( 7,364 ) $ 17,420 $ 10,057 Weighted average basic shares outstanding 28,404,759 - 28,404,759 Weighted average diluted shares outstanding 28,404,759 2,502,100 30,906,859 Net (loss) income per share $ - Basic $ ( 0.26 ) $ 0.61 $ 0.35 Diluted $ ( 0.26 ) $ 0.58 $ 0.33 Six Months Ended June 30, 2021 As Previously Reported Adjustments As Restated Revenue Medicare risk-based revenue $ 65,577 $ - $ 65,577 Medicaid risk-based revenue 5,449 - 5,449 Other revenue 1,811 - 1,811 Total revenue 72,837 - 72,837 - Operating expenses - External provider costs 53,694 - 53,694 Cost of care 13,220 - 13,220 Sales and marketing 1,066 - 1,066 Corporate, general and administrative 10,676 - 10,676 Depreciation and amortization 1,951 - 1,951 Acquisition related costs 149 - 149 Total operating expenses 80,756 - 80,755 Operating (loss) ( 7,919 ) - ( 7,918 ) Interest expense, net ( 1,296 ) - ( 1,296 ) Gain on remeasurement of warrant liabilities 1,795 - 1,795 Gain on remeasurement of contingent earnout liabilities - 17,420 17,419.73 Gain on extinguishment of debt 1,358 - 1,358 (Loss) income before income tax ( 6,062 ) 17,420 11,359 Income tax provision - - - Net (loss) income $ ( 6,062 ) $ 17,420 $ 11,359 $ - Net (loss) income attributable to non-controlling interest - - - Net (loss) income attributable to controlling interest $ ( 6,062 ) $ 17,420 $ 11,359 $ - Net (loss) income attributable to CareMax, Inc. Class A common stockholders $ ( 6,062 ) $ 17,420 $ 11,359 Weighted average basic shares outstanding 19,649,057 - 19,649,057 Weighted average diluted shares outstanding 19,649,057 1,257,962 20,907,019 Net (loss) income per share Basic $ ( 0.31 ) $ 0.89 $ 0.58 Diluted $ ( 0.31 ) $ 0.85 $ 0.54 The table below presents the effect of the financial statement adjustments related to the restatement of the reported earnings per share as of June 30, 2021 reported in the Original Filing: Three Months Ended June 30, As Reported Adjustments As Restated Net (loss) income attributable to CareMax, Inc. Class A common stockholders $ ( 7,364 ) $ 17,420 $ 10,057 Weighted average basic shares outstanding 28,404,759 - 28,404,759 Dilutive impact of contingently issuable equity - 2,502,100 2,502,100 Weighted average diluted shares outstanding 28,404,759 2,502,100 30,906,859 Net (loss) template per share Basic $ ( 0.26 ) $ 0.61 $ 0.35 Diluted $ ( 0.26 ) $ 0.59 $ 0.33 Six Months Ended June 30, As Reported Adjustments As Restated Net (loss) income attributable to CareMax, Inc. Class A common stockholders $ ( 6,062 ) $ 17,420 $ 11,359 Weighted average basic shares outstanding 19,649,057 - 19,649,057 Dilutive impact of contingently issuable equity - 1,257,962 1,257,962 Weighted average diluted shares outstanding 19,649,057 1,257,962 20,907,019 Net (loss) template per share Basic $ ( 0.31 ) $ 0.89 $ 0.58 Diluted $ ( 0.31 ) $ 0.85 $ 0.54 The tables below present the effect of the financial statement adjustments related to the restatement of the condensed consolidated statements of changes in stockholders'/members' equity reported in the Original Filing: As Reported Class A Common Stock Additional Total Retained Noncontrolling Total Shares Amount Paid-in-capital Controlling Interest Earnings Interest Equity BALANCE - DECEMBER 31, 2020 - $ - $ - $ 6,727 $ - $ - $ 6,727 Net income - - - 1,302 - - 1,302 Distributions - - - - - - - BALANCE- MARCH 31, 2021 - - - 8,029 - - 8,029 Activity prior to the business combination: Net loss - - - ( 6,487 ) - - ( 6,487 ) Effects of the business combination: Reverse recapitalization 28,780,819 3 ( 137,426 ) ( 1,542 ) 1,542 - ( 137,423 ) Equity consideration issued to acquire IMC 10,412,023 1 155,346 - - - 155,347 Contingent earnout consideration - - 38,348 - - - 38,348 Shares issued for holdback 55,000 - 821 - - - 821 Proceeds from the sale of Class A common stock, net of offering costs 41,000,000 4 397,525 - - - 397,529 Activity after the business combination: Net loss - - - - ( 877 ) - ( 877 ) Equity consideration issued to acquire SMA 384,615 - 5,027 - - - 5,027 BALANCE- JUNE 30, 2021 80,632,457 $ 8 $ 459,641 $ - $ 665 $ - $ 460,314 Adjustments Class A Common Stock Additional Total Retained Noncontrolling Total Shares Amount Paid-in-capital Controlling Interest Earnings Interest Equity BALANCE - DECEMBER 31, 2020 - $ - $ - $ - $ - $ - $ - Net income (loss) - - - - - - - Distributions - - - - - - - BALANCE- MARCH 31, 2021 - - - - - - - Activity prior to the business combination: Net loss - - - - - - - Effects of the business combination: Reverse recapitalization - - ( 49,206 ) - - - ( 49,206 ) Equity consideration issued to acquire IMC - - - - - - - Contingent earnout consideration - - ( 38,348 ) - - - ( 38,348 ) Shares issued for holdback - - - - - - - Proceeds from the sale of Class A common stock, net of offering costs - - - - - - - Activity after the business combination: - - - - - - - Net income - - - - 17,420 - 17,420 Equity consideration issued to acquire SMA - - - - - - - BALANCE- JUNE 30, 2021 - $ - $ ( 87,553 ) $ - $ 17,420 $ - $ ( 70,133 ) As restated Class A Common Stock Additional Total Retained Noncontrolling Total Shares Amount Paid-in-capital Controlling Interest Earnings Interest Equity BALANCE - DECEMBER 31, 2020 - $ - $ - $ 6,727 $ - $ - $ 6,727 Net income - - - 1,302 - - 1,302 Distributions - - - - - - - BALANCE- MARCH 31, 2021 - - - 8,029 - - 8,029 Activity prior to the business combination: Net loss - - - ( 6,487 ) - - ( 6,487 ) Effects of the business combination: Reverse recapitalization 28,780,819 3 ( 186,632 ) ( 1,542 ) 1,542 - ( 186,629 ) Equity consideration issued to acquire IMC 10,412,023 1 155,346 - - - 155,347 Contingent earnout consideration - - - - - - - Shares issued for holdback 55,000 - 821 - - - 821 Proceeds from the sale of Class A common stock, net of offering costs 41,000,000 4 397,525 - - - 397,529 Activity after the business combination: - - - - - - - Net income - - - - 16,543 - 16,543 Equity consideration issued to acquire SMA 384,615 - 5,027 - - - 5,027 BALANCE- JUNE 30, 2021 80,632,457 $ 8 $ 372,088 $ - $ 18,085 $ - $ 390,181 The table below presents the effect of the financial statement adjustments related to the restatement of the condensed consolidated statement of cash flows for the six months ended June 30, 2021 reported in the Original Filing: Six Months Ended June 30, 2021 As Previously Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net (loss)/income $ ( 6,062 ) $ 17,420 $ 11,359 Adjustments to reconcile net (loss)/income to net cash (Used in)/provided by operating activities: Depreciation expense 640 - 640 Amortization expense 1,321 - 1,321 Amortization of discount on debt and related issuance costs 135 - 135 Change in fair value of warrant liabilities ( 1,795 ) - ( 1,795 ) Change in fair value of contingent earnout liabilities - ( 17,420 ) ( 17,420 ) Gain on extinguishment of debt ( 1,358 ) - ( 1,358 ) Changes in operating assets and liabilities: - - - Accounts receivable 1,267 - 1,267 Prepaid expenses ( 1,322 ) - ( 1,322 ) Risk settlements due from/due to providers ( 208 ) - ( 208 ) Due from related parties 235 - 235 Other assets ( 275 ) - ( 275 ) Accounts payable ( 2,113 ) - ( 2,113 ) Accrued expenses 6,453 - 6,453 Other liabilities ( 16 ) - ( 16 ) Accrued interest 115 - 115 Net cash (used in)/provided by operating activities ( 2,983 ) - ( 2,983 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment ( 1,527 ) - ( 1,527 ) Acquisition of businesses ( 210,252 ) - ( 210,252 ) Purchase of noncontrolling interest ownership - - - Net cash used in investing activities ( 211,779 ) - ( 211,779 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of Class A common stock 410,000 - 410,000 Issuance costs of Class A common stock ( 12,471 ) - ( 12,471 ) Recapitalization transaction ( 108,799 ) - ( 108,799 ) Proceeds from borrowings on long-term debt and credit facilities 125,000 - 125,000 Principal payments on long-term debt ( 24,496 ) - ( 24,496 ) Payment of deferred financing costs ( 6,883 ) - ( 6,883 ) Long-term debt extinguishment costs ( 487 ) - ( 487 ) Borrowing under paycheck protection program - - - Distributions to members - - - Net cash provided by financing activities 381,864 - 381,864 NET INCREASE IN CASH 167,102 - 167,102 Cash - beginning of period 4,934 - 4,934 CASH - END OF PERIOD $ 172,036 $ - $ 172,036 As a result of a revised fair value calculation, the total purchase consideration for IMC increased by $ 2.4 million. This amount was recorded as goodwill. The table below presents the effect of the financial statement adjustments in Note 3, Acquisitions , to the condensed financial statements reported in the Original Filings: As Reported Adjustments As Restated Cash consideration (1) $ 172,302 $ - $ 172,302 Share consideration (2) $ 155,347 $ - $ 155,347 Contingent consideration (3) $ 38,348 $ 2,438 $ 40,785 Other consideration (4) $ 1,271 $ 1,271 The tables below presents the effect of the financial statement adjustments in Note 11, Fair Value Measurements to the condensed consolidated financial statements reported in the Original Filing: As Reported June 30, 2021 Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities $ - $ - $ 27,337 Liability-classified contingent consideration $ - $ - $ 1,499 Adjustment to include June 30, 2021 fair value of contingent consideration June 30, 2021 Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities $ - $ - $ - Liability-classified contingent consideration $ - $ - $ 72,571 As Restated June 30, 2021 Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities $ - $ - $ 27,337 Liability-classified contingent consideration $ - $ - $ 74,070 |