Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | CareMax, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A for the quarter ended September 30, 2022 (this “Form 10-Q/A”). This Form 10-Q/A amends the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission (“SEC”) on November 9, 2022 (the “Original Filing”). This Form 10-Q/A is being filed to restate the Company’s unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2022. The restatement reflects a correction of the classification of the equity consideration, issued to the Company's real estate advisor in July 2021, from Warrants and prepaid expenses to other assets. See Note 2 to the unaudited Condensed Consolidated Financial Statements included in this Form 10-Q/A for further information regarding the restatement. | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | CareMax, Inc. | |
Entity Central Index Key | 0001813914 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | 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 57th 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 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 87,396,972 | |
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 $11.50 per share | |
Trading Symbol | CMAXW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 53,315 | $ 47,917 |
Accounts receivable, net | 85,766 | 41,998 |
Inventory | 911 | 550 |
Warrants and prepaid expenses | 4,757 | 3,786 |
Risk settlements due from providers | 537 | 539 |
Total Current Assets | 145,287 | 94,790 |
Property and equipment, net | 18,125 | 15,993 |
Goodwill | 465,058 | 464,566 |
Intangible assets, net | 48,166 | 59,811 |
Deferred debt issuance costs | 2,644 | 1,972 |
Other assets | 28,154 | 15,960 |
Total Assets | 707,433 | 653,092 |
Current Liabilities | ||
Accounts payable | 13,422 | 3,110 |
Accrued expenses | 16,630 | 8,690 |
Risk settlements due to providers | 50 | 196 |
Current portion of long-term debt | 159 | 6,275 |
Other current liabilities | 3,485 | 3,687 |
Total Current Liabilities | 33,745 | 21,959 |
Derivative warrant liabilities | 11,851 | 8,375 |
Long-term debt | 184,253 | 110,960 |
Other liabilities | 8,379 | 6,428 |
Total Liabilities | 238,228 | 147,722 |
COMMITMENTS AND CONTINGENCIES (NOTE 13) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock (1,000,000 authorized and none outstanding as of September 30, 2022 and December 31, 2021) | ||
Class A common stock ($0.0001 par value; 250,000,000 shares authorized; 87,396,972 and 87,367,972 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively) | 9 | 9 |
Additional paid-in-capital | 517,393 | 505,327 |
Retained earnings (deficit) | (48,197) | 33 |
Total Stockholders' Equity | 469,205 | 505,370 |
Total Liabilities and Stockholders' Equity | $ 707,433 | $ 653,092 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 87,396,972 | 87,367,972 |
Common stock, shares outstanding | 87,396,972 | 87,367,972 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Total revenue | $ 157,670 | $ 104,620 | $ 466,869 | $ 177,456 |
Operating expenses | ||||
External provider costs | 106,900 | 73,329 | 320,104 | 127,023 |
Cost of care | 30,213 | 21,602 | 87,925 | 34,822 |
Sales and marketing | 2,355 | 1,274 | 7,955 | 2,340 |
Corporate, general and administrative | 21,687 | 13,589 | 58,728 | 24,264 |
Depreciation and amortization | 4,573 | 5,176 | 14,538 | 7,127 |
Acquisition related costs | 494 | 879 | 3,549 | 1,028 |
Total operating expenses | 166,222 | 115,849 | 492,799 | 196,603 |
Operating income (loss) | (8,552) | (11,229) | (25,930) | (19,147) |
Nonoperating income (expense) | ||||
Interest expense | (6,076) | (1,291) | (11,700) | (2,587) |
Change in fair value of derivative warrant liabilities | (7,331) | 10,227 | (3,476) | 12,022 |
Gain (loss) on remeasurement of contingent earnout liabilities | (11,625) | 5,794 | ||
Gain on extinguishment of debt, net | 279 | (6,172) | 1,637 | |
Other income (expense), net | 87 | (840) | (420) | (840) |
Nonoperating (expense) income | (13,320) | (3,250) | (21,768) | 16,026 |
Income (loss) before income tax | (21,872) | (14,479) | (47,698) | (3,120) |
Income tax benefit (expense) | (181) | 0 | (532) | 0 |
Net income (loss) | $ (22,053) | $ (14,479) | $ (48,230) | $ (3,120) |
Weighted average basic shares outstanding | 87,408,605 | 82,552,520 | 87,415,801 | 40,847,294 |
Weighted average diluted shares outstanding | 87,408,605 | 82,552,520 | 87,415,801 | 40,847,294 |
Net income (loss) per share | ||||
Basic | $ (0.25) | $ (0.18) | $ (0.55) | $ (0.08) |
Diluted | $ (0.25) | $ (0.18) | $ (0.55) | $ (0.08) |
Medicare | ||||
Revenue | ||||
Total revenue | $ 122,267 | $ 76,428 | $ 373,677 | $ 142,005 |
Medicaid | ||||
Revenue | ||||
Total revenue | 19,852 | 20,884 | 59,914 | 26,333 |
Other Revenue | ||||
Revenue | ||||
Total revenue | $ 15,551 | $ 7,308 | $ 33,278 | $ 9,118 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'/MEMBERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Effect of Business Combination | IMC Effect of Business Combination | SMA | DNF | Common Stock Class A Common Stock | Common Stock Class A Common Stock Effect of Business Combination | Common Stock Class A Common Stock IMC Effect of Business Combination | Common Stock Class A Common Stock SMA | Common Stock Class A Common Stock DNF | Additional Paid-in-Capital | Additional Paid-in-Capital Effect of Business Combination | Additional Paid-in-Capital IMC Effect of Business Combination | Additional Paid-in-Capital SMA | Additional Paid-in-Capital DNF | Member's Units | Member's Units Effect of Business Combination | Member's Equity | Member's Equity Effect of Business Combination | Retained Earnings (Deficit) | Retained Earnings (Deficit) Effect of Business Combination |
Beginning balance at Dec. 31, 2020 | $ 6,727 | $ 223 | $ 6,504 | ||||||||||||||||||
Net income (loss) | (3,120) | ||||||||||||||||||||
Net income (loss) prior to business combination | (5,185) | $ (5,185) | |||||||||||||||||||
Reverse recapitalization | $ (186,629) | $ 3 | $ (186,632) | $ (223) | $ (1,319) | $ 1,542 | |||||||||||||||
Reverse recapitalization (in shares) | 28,780,819 | ||||||||||||||||||||
Equity consideration issued to acquire company | $ 155,347 | $ 5,027 | $ 26,072 | $ 1 | $ 155,346 | $ 5,027 | $ 26,072 | ||||||||||||||
Equity consideration issued to acquire company (in shares) | 10,412,023 | 384,615 | 2,741,528 | ||||||||||||||||||
Shares issued for holdback | 821 | 821 | |||||||||||||||||||
Shares issued for holdback (in shares) | 55,000 | ||||||||||||||||||||
Reverse recapitalization after business combination | (104) | (104) | |||||||||||||||||||
Contingently issuable stock to CMG Sellers and IMC Parent - First Share Price Trigger on Earnout Shares (in shares) | 3,200,000 | ||||||||||||||||||||
Contingently issuable stock to CMG Sellers and IMC Parent - First Share Price Trigger on Earnout Shares | 39,110 | $ 1 | $ 39,109 | ||||||||||||||||||
Reclassification of contingent consideration previously liability classified | 45,088 | 45,088 | |||||||||||||||||||
Proceeds from the sale of Class A common stock, net of offering costs | 6,650 | 397,529 | $ 4 | 6,650 | 397,525 | ||||||||||||||||
Proceeds from the sale of Class A common stock, net of offering costs (in shares) | 500,000 | 41,000,000 | |||||||||||||||||||
Net income after business combination | 2,064 | 2,064 | |||||||||||||||||||
Stock-based compensation expense | 966 | 966 | |||||||||||||||||||
Vesting of Series A and Series B Warrants issued under Advisory Agreement | 12,883 | 12,883 | |||||||||||||||||||
Ending balance at Sep. 30, 2021 | 506,365 | $ 9 | 502,751 | 3,605 | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 87,073,985 | ||||||||||||||||||||
Beginning balance at Jun. 30, 2021 | 390,181 | $ 8 | 372,088 | 18,085 | |||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 80,632,457 | ||||||||||||||||||||
Net income (loss) | (14,479) | (14,479) | |||||||||||||||||||
Reverse recapitalization | (104) | (104) | |||||||||||||||||||
Equity consideration issued to acquire company | $ 26,072 | $ 26,072 | |||||||||||||||||||
Equity consideration issued to acquire company (in shares) | 2,741,528 | ||||||||||||||||||||
Contingently issuable stock to CMG Sellers and IMC Parent - First Share Price Trigger on Earnout Shares (in shares) | 3,200,000 | ||||||||||||||||||||
Contingently issuable stock to CMG Sellers and IMC Parent - First Share Price Trigger on Earnout Shares | 39,110 | $ 1 | 39,109 | ||||||||||||||||||
Reclassification of contingent consideration previously liability classified | 45,088 | 45,088 | |||||||||||||||||||
Proceeds from the sale of Class A common stock, net of offering costs | $ 6,650 | $ 6,650 | |||||||||||||||||||
Proceeds from the sale of Class A common stock, net of offering costs (in shares) | 500,000 | ||||||||||||||||||||
Stock-based compensation expense | 966 | 966 | |||||||||||||||||||
Vesting of Series A and Series B Warrants issued under Advisory Agreement | 12,883 | 12,883 | |||||||||||||||||||
Ending balance at Sep. 30, 2021 | 506,365 | $ 9 | 502,751 | 3,605 | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 87,073,985 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 505,370 | $ 9 | 505,327 | 33 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 87,367,972 | ||||||||||||||||||||
Net income (loss) | (48,230) | (48,230) | |||||||||||||||||||
Stock-based compensation expense | 7,486 | 7,486 | |||||||||||||||||||
Issuance of shares upon vesting of stock-based compensation awards | 100,000 | ||||||||||||||||||||
Cancellation of shares and return of cash held in escrow | (481) | (481) | |||||||||||||||||||
Cancellation of shares and return of cash held in escrow (in shares) | (71,000) | ||||||||||||||||||||
Vesting of Series A and Series B Warrants issued under Advisory Agreement | 5,060 | 5,060 | |||||||||||||||||||
Ending balance at Sep. 30, 2022 | 469,205 | $ 9 | 517,393 | (48,197) | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 87,396,972 | ||||||||||||||||||||
Beginning balance at Jun. 30, 2022 | 488,127 | $ 9 | 514,262 | (26,144) | |||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 87,467,972 | ||||||||||||||||||||
Net income (loss) | (22,053) | (22,053) | |||||||||||||||||||
Stock-based compensation expense | 3,611 | 3,611 | |||||||||||||||||||
Cancellation of shares and return of cash held in escrow | (481) | (481) | |||||||||||||||||||
Cancellation of shares and return of cash held in escrow (in shares) | (71,000) | ||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 469,205 | $ 9 | $ 517,393 | $ (48,197) | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 87,396,972 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (48,230) | $ (3,120) |
Adjustments to reconcile net income (loss) to net cash | ||
Depreciation and amortization expense | 14,538 | 7,127 |
Amortization of debt issuance costs and discount | 1,093 | 522 |
Stock-based compensation expense | 7,486 | 966 |
Change in fair value of derivative warrant liabilities | 3,476 | (12,022) |
Loss (gain) on remeasurement of contingent earnout liabilities | (5,794) | |
Loss (gain) on extinguishment of debt | 6,172 | (1,637) |
Payment-in-kind interest expense | 3,038 | |
Other non-cash, net | (242) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (43,109) | 4,296 |
Inventory | (361) | 67 |
Warrants and prepaid expenses | 292 | (1,371) |
Risk settlements due to (from) providers | (144) | (384) |
Due to (from) related parties | 235 | |
Other assets | (1,037) | (312) |
Accounts payable | 9,291 | 1,583 |
Accrued expenses | 6,705 | (3) |
Other liabilities | 1,222 | 1,029 |
Net cash provided by (used in) operating activities | (39,811) | (8,801) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (4,862) | (2,967) |
Return of cash held in escrow | 785 | |
Acquisition of businesses, net of cash acquired | (892) | (298,344) |
Net cash provided by (used in) investing activities | (4,969) | (301,311) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of Class A common stock | 415,000 | |
Issuance costs of Class A common stock | (12,471) | |
Recapitalization transaction | (108,386) | |
Proceeds from borrowings | 184,000 | 125,000 |
Principal payments on long-term debt | (121,926) | (26,143) |
Payments of debt issuance costs | (6,456) | (6,883) |
Debt extinguishment costs | (487) | |
Collateral for letters of credit | (5,439) | |
Net cash provided by (used in) financing activities | 50,179 | 385,630 |
NET INCREASE IN CASH | 5,399 | 75,518 |
Cash - beginning of period | 47,917 | 4,934 |
CASH - END OF PERIOD | 53,315 | 80,451 |
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES: | ||
Equity and warrant consideration issued to The Related Companies, L.P. | 5,060 | 14,533 |
Equity consideration issued in acquisitions | 187,266 | |
Contingent consideration issued in business combination | 72,571 | |
Payroll Protection Program loan forgiveness | 2,164 | |
Additions to construction in progress funded through accounts payable | 1,021 | |
Cancellation of shares held in escrow | 821 | |
Accrued purchase consideration | 585 | |
Equipment acquired through finance leases | 423 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 7,569 | $ 2,317 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1. DESCRIPTION of business CareMax, Inc. (“CareMax” or the “Company”), formerly 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. As of September 30, 2022 , the Company operated 51 wholly owned, multi-specialty centers in Florida, Tennessee, New York, and Texas 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 and Acquisitions 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. 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. Subsequent to consummation of the Business Combination, primarily during the second half of 2021, the Company acquired Senior Medical Associates, LLC ("SMA"), Stallion Medical Management, LLC ("SMM"), Unlimited Medical Services of Florida, LLC ("DNF"), Advantis Physician Alliance, LLC ("Advantis"), Business Intelligence & Analytics LLC ("BIX"), and three additional businesses (together with the acquisitions of SMA, SMM, DNF, Advantis and BIX, the "Acquisitions") which did not have a material impact on our condensed consolidated financial statements. No significant measurement period adjustments related to the Acquisitions were recognized during the three and nine months ended September 30, 2022 and 2021. Refer to Note 4 for information about measurement period adjustments recognized in 2022. Pending Steward Transaction In May 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among (i) the Company, (ii) Sparta Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company, (iii) Sparta Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company, (iv) Sparta Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company, (v) Sparta Merger Sub I LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, (vi) Sparta Merger Sub II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, (vii) Sparta Merger Sub III LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, (viii) Sparta Sub Inc., a Delaware corporation ("SACN Holdco"), (ix) SNCN Holdco Inc. a Delaware corporation ("SNCN Holdco"), (x) SICN Holdco Inc., a Delaware corporation ("SICN Holdco" and, collectively with SACN Holdco, SNCN Holdco, Steward National Care Network, Inc., Steward Integrated Care Network, Inc., and Steward Accountable Care Network, Inc., each a "target" and, collectively, the "Targets"), (xi) Sparta Holding Co. LLC, a Delaware limited liability company (the “Seller”), and (xii) Steward Health Care System LLC, a Delaware limited liability company (referred to collectively with the Seller, the “Seller Parties”), pursuant to which the Company will acquire the Medicare value-based care business of the Seller Parties (such transaction, the “Steward Transaction”). The aggregate consideration to be paid to the Seller at closing includes cash payment of $ 25 million, subject to customary adjustments, and 23,500,000 shares, subject to adjustment, of the Company's Class A common stock, $ 0.0001 par value per share ("Class A Common Stock"). In addition, the Merger Agreement provides for earnout share consideration that will be due to the Seller upon achievement of certain milestones. At closing, the Company will also issue to certain equityholders of the Seller shares of a newly designated series of preferred stock of the Company, which will provide voting rights to such Seller equityholders, until the earlier of (i) the two year anniversary of the closing of the Steward Transaction and (ii) the issuance of earnout share consideration on certain discrete matters where such Seller equityholders are permitted to vote the Company's securities in their discretion under the investor rights agreement to be entered into between such equityholders of the Seller and the Company. Finally, at closing, the Company will also pay the Seller an amount equal to the value of the Target's accounts receivable attributable to Medicare value-based payments for the period between January 1, 2021 and the closing, minus the amount of such payments payable to the affiliate physicians of the Targets (the “Financed Net Pre-Closing Medicare AR”). During the three and nine months ended September 30, 2022, we have recognized $ 0.5 million and $ 3.5 million, respectively, of acquisition costs related to the pending Steward Transaction. We will continue to incur acquisition costs, including $ 8 million in fees to a financial advisor, payment of $ 3 million of which is contingent upon closing of the Steward Transaction, and payment of $ 5 million of which is contingent upon payment of the earnout share consideration to the Seller Parties. We will reflect this $ 8 million fee in our financial statements during the period in which the Steward Transaction closes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
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. 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 Securities and Exchange Commission (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 condensed consolidated balance sheet at December 31, 2021, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Accordingly, 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, 2021 as filed with the SEC on March 16, 2022. Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications have not materially affected previously reported amounts. 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 statement of financial position, operating results and cash flows for the periods presented. Operating results for any interim period are not necessarily indicative of results for the full year. 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. 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 were stated at historical cost, with no goodwill or other intangible assets recorded. Further, CMG was determined to be the accounting acquirer in the acquisition of IMC (the “IMC Acquisition”). As such, the acquisition was considered a business combination under Accounting Standard 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. Unless otherwise noted, information for periods prior to the Closing Date reflects the financial information of CMG only. The condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. Restatement of Previously Reported Financial Statements In conjunction with the Company's close process for the year ended December 31, 2022, management identified an error related to classification of equity consideration issued to the Company's real estate advisor in July 2021 (the "Prepaid Asset"). The Prepaid Asset was previously presented as part of the Company's short-term assets, in Warrants and prepaid expenses. The Company determined that the Prepaid Asset relates to services that are performed by the real estate advisor over multiple years. Accordingly, the Prepaid Asset should be recorded in other assets, except for the portion that represents the Prepaid Asset amortization expense expected to be recognized during the next twelve months following a given period. The following table reflects the impact of the restatement to the specified line items presented in the Company's previously reported unaudited condensed consolidated balance sheet as of September 30, 2022: (in thousands) As Originally Reported Adjustment As Restated ASSETS Affected financial statement line items Warrants and prepaid expenses 21,653 ( 16,896 ) 4,757 Total Current Assets $ 162,183 $ ( 16,896 ) $ 145,287 Other assets 11,258 16,896 28,154 There was no impact on the condensed consolidated statement of operations, statements of changes in stockholders'/members' equity or statement of cash flows. The accompanying applicable Notes have been updated to reflect the restatement described above. 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 maker and operates in and reports as a single operating segment, the objective of 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. Significant Accounting Policies Other than addition of the Variable Interest Entity policy, there have been no changes to our significant accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 16, 2022. Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity ("VIE"). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. Refer to Note 14 “ Variable Interest Entities ” for additional information. 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 and disclosed. The Company bases its estimates on the available information, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. The areas where significant estimates are used in the accompanying financial statements include, but are not limited to, revenues and related receivables from risk adjustments, medical services expense and related payables, purchase price allocations, including fair value estimates of intangibles and contingent consideration; the valuation of and related impairment testing of long-lived assets, including goodwill and intangible assets; the valuation of derivative warrant liabilities; the estimated useful lives of fixed assets and intangible assets, including internally developed software; revenue recognition and liability for unpaid claims. Actual results could differ from those estimates. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (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 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. 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 has not experienced any losses on its deposits of cash and cash equivalents. Composition of the Company's revenues and accounts receivable balances for the payors comprising 10% or more of revenue was as follows: Total Revenue Three months ended September 30, 2022 Nine months ended September 30, 2022 Three months ended September 30, 2021 Nine months ended September 30, 2021 Payor A 30 % 30 % 46 % 51 % Payor B 19 % 19 % n/a n/a Payor C 16 % 17 % n/a n/a Payor D 13 % 14 % n/a n/a Payor E 11 % 12 % n/a n/a Accounts Receivable, net As of September 30, 2022 As of December 31, 2021 Payor A 24 % 27 % Payor B 22 % n/a Payor C 20 % 12 % Payor D 19 % 23 % Payor E 12 % 15 % Allowance for doubtful accounts was less than $ 0.1 million as of September 30, 2022 and December 31, 2021. Recent Accounting Pronouncements The Company has elected to defer compliance with ASC Topic 842, Leases ("ASC 842") , consistent with those requirements for a private company due to the Company’s status as an emerging growth company and the provisions of the JOBS Act. Accordingly, the Company adopted ASC 842 for the annual reporting period beginning January 1, 2022 , and interim reporting periods within the annual reporting period beginning after December 15, 2022. As such, the Company has continued to present accounting for leases in its condensed consolidated financial statements in accordance with ASC Topic 840, Leases, in this Quarterly Report on Form 10-Q/A. The effect of adoption to be presented in the Company’s 2022 Form 10-K is expected to add approximately $ 0.1 billion right of use assets and corresponding lease liabilities to the Company’s balance sheet as of January 1, 2022. In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, "Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments", which was subsequently amended by ASU 2020-03, "Codification Improvements to financial Instruments" (collectively referred to as "ASC 326"), which is intended to improve financial reporting by requiring earlier recognition of credit losses on certain financial assets. This standard replaces the previous incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is acquired or purchased. The standard has been further refined through subsequent releases by the FASB. The Company adopted ASC 326 on January 1, 2022 with no material impact to the consolidated financial statements. In March 2020, the FASB issued temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of LIBOR. In addition, in January 2021, the FASB issued guidance which refined the scope of ASC Topic 848, Reference Rate Reform, and clarified some of its guidance as part of FASB's ongoing monitoring of global reference rate reform activities. This guidance permitted entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements and calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. An entity may apply these amendments prospectively through December 31, 2022. The Company is currently evaluating the effect the update will have on its consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." The ASU improves comparability after business combinations by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. ASU 2021-08 is effective for the Company on January 1, 2023, with early adoption permitted. This standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption, and the impact in the future periods will depend on the contract assets and contract liabilities acquired in future business combinations. The Company will adopt this guidance with respect to business combinations taking place after January 1, 2023, the effective date of this guidance. |
Reinsurance
Reinsurance | 9 Months Ended |
Sep. 30, 2022 | |
Reinsurance Disclosures [Abstract] | |
Reinsurance | NOTE 3. 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 our 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 stop loss purchased from a third party and can range from $ 30,000 to $ 200,000 per patient per year. Premiums incurred were $ 5.8 million and $ 13.7 million for the three and nine months ended September 30, 2022 , respectively and $ 3.3 million and $ 5.5 million for the three and nine months ended September 30, 2021, 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 $ 6.9 million and $ 21.0 million for the three and nine months ended September 30, 2022 , respectively, and $ 5.2 million and $ 6.9 million for the three and nine months ended September 30, 2021 , respectively. Estimated recoveries under stop loss policies are reported within the accounts receivable, net, or amounts due to 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 | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 4. GOODWILL AND INTANGIBLE ASSETS Goodwill The following table summarizes changes in the carrying amount of goodwill for the nine months ended September 30, 2022 ( in thousands ): Carrying Amount Balance at December 31, 2021 $ 464,566 Goodwill acquired 1,478 Measurement period adjustments and other ( 986 ) Balance at September 30, 2022 $ 465,058 In August and September 2022, we acquired two medical practices for total consideration of $ 1.5 million and recognized related goodwill in the amount of $ 1.5 million. Intangible Assets The following tables summarize gross carrying amounts and accumulated amortization of intangible assets by major class ( in thousands ): Gross Carrying Accumulated Net Book Weighted-Average September 30, 2022 Risk contracts $ 64,570 $ ( 20,057 ) $ 44,512 7 Non-compete agreements 4,170 ( 1,309 ) 2,861 5 Trademarks 1,862 ( 1,273 ) 589 2 Other 251 ( 47 ) 204 5 Total $ 70,852 $ ( 22,687 ) $ 48,166 Gross Carrying Accumulated Net Book Weighted-Average December 31, 2021 Risk contracts $ 64,822 $ ( 9,818 ) $ 55,004 7 Non-compete agreements 4,202 ( 686 ) 3,516 5 Trademarks 1,867 ( 827 ) 1,040 2 Other 251 — 251 5 Total $ 71,141 $ ( 11,331 ) $ 59,811 Amortization expense totaled $ 3.7 million and $ 11.4 million for the three and nine months ended September 30, 2022 and $ 4.2 million and $ 5.5 million for the three and nine months ended September 30, 2021 , respectively. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5. PROPERTY AND EQUIPMENT A summary of property and equipment at September 30, 2022 and December 31, 2021 is as follows ( in thousands ): September 30, 2022 December 31, 2021 Leasehold improvements $ 10,229 $ 7,516 Vehicles 3,743 3,711 Furniture and equipment 7,825 5,470 Software 3,618 2,950 Construction in progress 1,536 2,254 Total 26,951 21,902 Less: Accumulated depreciation ( 8,826 ) ( 5,909 ) Total Property and equipment, net $ 18,125 $ 15,993 Construction in progress at September 30, 2022 consisted of various leasehold improvements at the Company's centers. Depreciation expense totaled $ 0.9 million and $ 3.2 million for the three and nine months ended September 30, 2022 , respectively, and $ 1.0 million and $ 1.7 million during the three and nine months ended September 30, 2021 , respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 6. DEBT In May 2022, the Company entered into a credit agreement (the “Credit Agreement”) that provided for an aggregate of up to $ 300 million in term loans, comprised of (i) initial term loans in aggregate principal amount of $ 190 million (the “Initial Term Loans”) and (ii) a delayed term loan facility in the aggregate principal amount of $ 110 million (the “Delayed Draw Term Loans”). The Credit Agreement permits the Company to enter into certain incremental facilities subject to compliance with the terms, conditions and covenants set forth therein. In May 2022, the Company drew $ 190 million of the Initial Term Loans and used approximately $ 121 million of the net proceeds from this borrowing to repay its outstanding obligations under the credit agreement dated June 8, 2021, as amended (the "Existing Credit Agreement”). During the nine months ended September 30, 2022, the Company recognized debt extinguishment losses of $ 6.2 million related to early repayment of the Existing Credit Agreement. No debt extinguishment gains or losses were recognized during the three months ended September 30, 2022. Based on the elections made by the Company, as of September 30, 2022 , the Initial Term Loan borrowings bear interest of Term SOFR (calculated as the Secured Overnight Financing Rate published on the Federal Reserve Bank of New York’s website, plus a spread adjustment of 0.114 %), plus an applicable margin rate of 9.00 %. As permitted under the Credit Agreement, the Company elected to capitalize 4.00 % of the interest as principal amount on the outstanding Term Loans. As a result of this election, the cash interest component of the applicable margin increases by 0.50 %. During the nine months ended September 30, 2022, the Company paid-in-kind $ 3.0 million of the interest payable under the Credit Agreement, which resulted in an increase to long-term debt. Amortization payments under the Credit Agreement are payable in quarterly installments, commencing on March 31, 2024, in aggregate principal amounts equal to 0.25 % of the original aggregate principal amount of Initial Term Loans and Delayed Draw Term Loans. As of September 30, 2022 , no amounts have been borrowed under the Delayed Draw Term Loans. All amounts owed under the Credit Agreement are due in May 2027 . The Credit Agreement contains certain covenants that limit, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness, liens or encumbrances, to make certain investments, to enter into sale-leaseback transactions or sell certain assets, to make certain restricted payments or pay dividends, to enter into consolidations, to transact with affiliates and to amend certain agreements, subject in each case to the exceptions and other qualifications as provided in the Credit Agreement. The Credit Agreement also contains covenants that require the Company to satisfy a minimum liquidity requirement of $ 50.0 million, which may be decreased to $ 25.0 million if the Company achieves a certain adjusted EBITDA, and maintain a maximum total leverage ratio based on the Company’s consolidated EBITDA, as defined in the Credit Agreement, with de novo losses excluded from the calculation of such ratio for up to 36 months after the opening of a de novo center, which maximum total leverage ratio will initially be 8.50 to 1.00, commencing with the fiscal quarter ended September 30, 2022 and is subject to a series of step-downs. For the fiscal quarters ending September 30, 2026 and thereafter the Company must maintain a maximum total leverage ratio no greater than 5.50 to 1.00. As of September 30, 2022 and December 31, 2021, debt consisted of the following ( in thousands ): September 30, 2022 December 31, 2021 Secured term loans $ 193,038 $ 121,875 Other 596 65 Less: Unamortized discounts and debt issuance costs ( 9,223 ) ( 4,704 ) 184,413 117,236 Less: Current portion ( 159 ) ( 6,275 ) Long-term portion $ 184,253 $ 110,960 Fair value of debt as of September 30, 2022 was $ 199.0 million , calculated using Level 3 measurements. Future maturities of debt outstanding at September 30, 2022 were as follows ( in thousands ): Year Amount Remainder of 2022 $ 39 2023 161 2024 2,090 2025 2,040 2026 1,993 Thereafter 187,311 Total $ 193,634 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 7. STOCKHOLDERS' EQUITY The condensed consolidated statement of changes in stockholders' equity reflects the Reverse Recapitalization discussed in Note 2. 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. 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”), 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 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 center under the Advisory Agreement for which the Advisor provides services, other than two initial centers. The Company assessed the substance of the Subscription Agreement and determined that all instruments referenced in the Subscription Agreement should be assessed under the guidance of ASC Topic 718, Compensation - Stock Compensation , as non-employee awards issued to Related in exchange for real estate advisory services to be rendered per the Advisory Agreement. As a result, the Company recorded the Series A Warrants as a component of additional paid-in-capital using the fair value as of July 13, 2021. 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. Series B Warrants are recognized at their grant date fair value once vesting becomes probable. During the nine months ended September 30, 2022 , the Company recorded $ 5.0 million, which represents the fair value of vested Series B Warrants, in other assets, except for the portion that represents Series B Warrant amortization expected to be recognized during the next twelve months, which is recorded in Warrants and prepaid expenses, to reflect vesting of 1,000,000 Series B Warrant Shares. Refer to Note 10, Related Party Transactions , for additional information. No Series B Warrants vested during the three months ended September 30, 2022. Preferred Stock The Company's Third Amended and Restated Certificate of Incorporation, dated June 8, 2021, 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 September 30, 2022 , there were no shares of preferred stock issued or outstanding. Redeemable Warrants - Public Warrants On July 16, 2020, in connection with the Company's initial public offering (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 the 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. As of September 30, 2022, none of the Public Warrants have been redeemed. Redeemable Warrants - Private Placement Warrants Also in connection with the IPO, DFHT issued the 2,916,667 Private Placement Warrants at a purchase price of $ 1.50 per warrant. The Private Placement Warrants 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. As of September 30, 2022, none of the Private Placement Warrants have been redeemed. 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. The Business Combination Agreement provides that u p to an additional 3,500,000 and 2,900,000 contingently issuable shares of Class A Common Stock (the "Earnout Shares") are payable after the Closing to the CMG Sellers and IMC Parent : (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 1,750,000 and 1,450,000 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 1,750,000 and 1,450,000 Earnout Shares will be issued to the CMG Sellers and IMC Parent, 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 the closing of such change in control transaction, the Share Price Triggers will be deemed to have been satisfied and the Company is required to issue, as of such closing, the applicable unissued Earnout Shares. The estimated fair value of the Earnout Shares was initially accounted for as a liability-classified instrument with changes in its fair value recorded in our condensed consolidated statements of operations until July 9, 2021. On July 9, 2021, the First Share Price Trigger was achieved, resulting in issuance of 1,750,000 and 1,450,000 Earnout Shares to the CMG Sellers and IMC Parent, respectively. Subsequent to the achievement of the First Share Price Trigger, the Company determined the Earnout Shares subject to the second Share Price Trigger should be equity classified and were recorded as such on July 9, 2021, the date of the event that caused the reclassification. As of September 30, 2022, the Second Share Price Trigger has not been achieved. Stock-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 7,000,000 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 31st 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 (ii) 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 . The following awards were granted under the 2021 Plan during the three and nine months ended September 30, 2022: Three Months Ended September 30, 2022 Number of units Weighted-average grant date fair value Restricted stock units 55,498 $ 7.74 Performance stock units - $ - Options - $ - Nine Months Ended September 30, 2022 Number of units Weighted-average grant date fair value Restricted stock units 2,069,535 $ 8.31 Performance stock units 123,739 $ 5.56 Options 247,483 $ 6.13 During the three and nine months ended September 30, 2022 , the Company recorded stock-based compensation expense of $ 3.6 million and $ 7.5 million, respectively. As of September 30, 2022 , the Company had $ 22.3 million of unrecognized compensation expense for awards that will vest over the weighted-average period of 2.3 years. During the three and nine months ended September 30, 2021, 100,000 shares of Class A Common Stock were issued and related stock-based compensation expense of $ 1.0 million was recognized. There were no unvested awards outstanding as of September 30, 2021. Stock-based compensation expense is included in the corporate, general and administrative expenses in our condensed consolidated statements of operations. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NOTE 8. 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 have been recast for all historical periods to reflect the Company’s capital structure for all comparative 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 shares 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) attributable to CareMax, Inc. class A common stockholders $ ( 22,053 ) $ ( 14,479 ) $ ( 48,230 ) $ ( 3,120 ) Weighted-average basic shares outstanding 87,408,605 82,552,520 87,415,801 40,847,294 Weighted-average diluted shares outstanding 87,408,605 82,552,520 87,415,801 40,847,294 Net income (loss) per share Basic $ ( 0.25 ) $ ( 0.18 ) $ ( 0.55 ) $ ( 0.08 ) Diluted $ ( 0.25 ) $ ( 0.18 ) $ ( 0.55 ) $ ( 0.08 ) The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive or because issuance of shares underlying such securities is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Series A and Series B Warrants 8,000,000 8,000,000 8,000,000 8,000,000 Public and Private Placement Warrants 5,791,652 5,791,652 5,791,652 5,791,652 Earnout Shares 3,200,000 3,200,000 3,200,000 3,200,000 Unvested restricted stock units 3,163,790 — 3,163,790 — Unvested performance stock units (assumes 100 % target payout) 189,389 — 189,389 — Unvested options 378,783 — 378,783 — Total 20,723,614 16,991,652 20,723,614 16,991,652 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. 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 ): September 30, 2022 Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - Public Warrants $ 5,405 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 6,446 December 31, 2021 Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - Public Warrants $ — $ — $ 4,375 Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 4,000 Fair value of the Private Placement Warrants is measured using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. Key inputs into the Monte Carlo simulation include the expected stock price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock after considering the 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 fair value of Public Warrants is measured using the listed market price of such warrants, which is considered to be a Level 1 fair value measurement. During the three and nine months ended September 30, 2022, the Company recognized a loss resulting from an increase in the fair value of derivative warrant liabilities of $ 7.3 million and $ 3.5 million , respectively. During the three and nine months ended September 30, 2021, the Company recognized gains of $ 10.2 million and 12.0 million, respectively. There were no transfers between levels during the three and nine months ended September 3 0 , 2 0 22 or during the three and nine months ended September 3 0 , 2021 . The following table provides quantitative information regarding Level 3 fair value measurements inputs used in measurement of fair value of Private Placement Warrants: September 30, December 31, 2021 Exercise price $ 11.50 $ 11.50 Unit price $ 7.09 $ 7.68 Volatility 55.7 % 37.6 % Expected life of the options to convert (years) 3.69 4.44 Risk-free rate 4.10 % 1.17 % Dividend yield 0.0 % 0.0 % The change in the fair value of derivative warrant liabilities for the nine months ended September 30, 2022 is summarized as follows ( in thousands ): Fair value of derivative warrant liabilities at December 31, 2021 $ 8,375 Change in fair value of derivative warrant liabilities 3,476 Fair value of derivative warrant liabilities at September 30, 2022 $ 11,851 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 10. RELATED PARTY TRANSACTIONS On July 13, 2021, the Company entered into the Advisory Agreement with the Advisor, which is described in Note 7, Stockholders' Equity . On July 13, 2021, the Company's board of directors appointed Mr. Bryan Cho, an Executive Vice President of Related, to serve as a Class III director of the Company. The appointment of Mr. Bryan Cho was made in connection with the Advisory Agreement, which provides the Advisor with the right to designate a director to serve on the Company's board of directors, subject to the continuing satisfaction of certain conditions, including that the Advisor and its affiliates maintain ownership of at least 500,000 shares of Class A Common Stock. During the nine months ended September 30, 2022 , the Company recognized vesting of 1,000,000 Series B Warrant Shares related to two centers for which the Advisor provided services under the Advisory Agreement. Refer to Note 7, Stockholders' Equity , for additional information. In addition, during the three and nine months ended September 30, 2022 , we have recorded $ 0 and $ 0.4 million, respectively, i n construction in progress representing construction advisory services provided to us by Related ( none in 2021). |
Operating Leases and Commitment
Operating Leases and Commitments | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Operating Leases and Commitments | NOTE 11. OPERATING LEASES AND COMMITMENTS The Company has entered into non-cancelable operating lease agreements for office space and centers expiring at various times through 2033 . 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 and inclusive of leases which have not yet commenced, consisted of the following at September 30, 2022 ( in thousands ): Year Amount Remainder of 2022 $ 3,786 2023 18,309 2024 19,192 2025 18,959 2026 18,170 Thereafter 208,556 Total $ 286,973 Rent expense, in cluding related property taxes, sales taxes, and utilities, was $ 4.6 million and $ 12.7 million during the three and nine months ended September 30, 2022 , respectively, and $ 2.8 million and $ 4.4 million during the three and nine months ended September 30, 2021 , respectively. Rent expense is included in corporate, general and administrative expenses and in cost of care in our condensed consolidated statements of operations. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12. 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 flows through to the Company and is taxed at the federal and state levels accordingly. Income tax expense was $ 0.2 million and $ 0.5 million during the three and nine months ended September 30, 2022 , respectively, and the Company did no t have any tax expense during the three and nine months ended September 30, 2021 . The effective tax rate was ( 0.8 )% and ( 1.1 )% during the three and nine months ended September 30, 2022 , respectively, and 0.0 % during the three and nine months ended September 30, 2021 , based on the assessment of a full valuation allowance, excluding a portion attributable to the "naked credit" deferred tax liability. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13. 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 statutes 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. Management has not identified any legal actions that were deemed to be material, during the three and nine months ended September 30, 2022 , or during the three and nine months ended September 30, 2021. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | NOTE 14. VARIABLE INTEREST ENTITIES Medical Care of NY, P.C., Medical Care of Tennessee, PLLC and Medical Care of Texas, PLLC (together, the "PCs") were established to employ healthcare providers to deliver healthcare services to patients in New York, Tennessee and Texas. The Company concluded that it has variable interest in the PCs on the basis of its Administrative Service Agreements (the "ASAs") which provide for a management fee payable to the Company from the PCs in exchange for providing management and administrative services which creates risk and a potential return to the Company. The PCs' equity at risk, as defined by GAAP, is insufficient to finance their activities without additional support, and therefore, the PCs are considered to be VIEs. In order to determine whether the Company has a controlling financial interest in the PCs, and, thus, is the PCs' primary beneficiary, the Company considered whether it has (i) the power to direct the activities of PCs that most significantly impacts their economic performance and (ii) the obligation to absorb losses of the PCs or the right to receive benefits from the PCs that could potentially be significant to them. The Company concluded that the member and employees of the PCs have no individual power to direct activities of the PCs that most significantly impact their economic performance. Under the ASAs, the Company is responsible for providing services that impact the growth of the patient population of the PCs, the management of that population's healthcare needs, the provision of required healthcare services to those patients, and the PCs' ability to receive revenue from health plans. In addition, the Company's variable interest in the PCs provides the Company with the right to receive benefits that could potentially be significant to them. The single member of the PCs is an employee of the Company. Based on this analysis, the Company concluded that it is the primary beneficiary of the PCs and therefore consolidates the balance sheet, results of operations and cash flow of the PCs. Furthermore, as a direct result of nominal initial equity contributions by the single member of the PCs, the financial support CareMax provides to the PCs (e.g. loans) and the provisions of the arrangements described above, the interest held by the single member lacks economic substance and does not provide the member with the ability to participate in the residual profits or losses generated by the PCs. Therefore, all income and expenses recognized by the PCs are allocated to CareMax. The following tables summarize the financial position and operations of the PCs ( in thousands ): September 30, December 31, 2021 Total assets $ 1,215 $ - Total liabilities $ 2,302 $ - Three Months Ended September 30, 2022 Nine Months Ended Revenues $ 22 $ 22 Operating expenses $ 683 $ 1,064 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15. SUBSEQUENT EVENTS In October 2022, in connection with the collaboration agreement with Elevance Health (formerly known as Anthem), which was announced in August 2021, the Company entered into a promissory note for an amount of $ 1.0 million due in October 2032 . Funds received from Elevance Health pursuant to the aforementioned promissory note will be used to finance costs of one new center that will be opened in partnership with Elevance Health. In November 2022, the Company drew $ 45.0 million of the Delayed Draw Terms Loans under the Credit Agreement. Refer to Note 6, Debt , for description of the terms of the Credit Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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. 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 Securities and Exchange Commission (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 condensed consolidated balance sheet at December 31, 2021, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Accordingly, 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, 2021 as filed with the SEC on March 16, 2022. Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications have not materially affected previously reported amounts. 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 statement of financial position, operating results and cash flows for the periods presented. Operating results for any interim period are not necessarily indicative of results for the full year. 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. 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 were stated at historical cost, with no goodwill or other intangible assets recorded. Further, CMG was determined to be the accounting acquirer in the acquisition of IMC (the “IMC Acquisition”). As such, the acquisition was considered a business combination under Accounting Standard 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. Unless otherwise noted, information for periods prior to the Closing Date reflects the financial information of CMG only. The condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. |
Restatement of Previously Reported Financial Statements | Restatement of Previously Reported Financial Statements In conjunction with the Company's close process for the year ended December 31, 2022, management identified an error related to classification of equity consideration issued to the Company's real estate advisor in July 2021 (the "Prepaid Asset"). The Prepaid Asset was previously presented as part of the Company's short-term assets, in Warrants and prepaid expenses. The Company determined that the Prepaid Asset relates to services that are performed by the real estate advisor over multiple years. Accordingly, the Prepaid Asset should be recorded in other assets, except for the portion that represents the Prepaid Asset amortization expense expected to be recognized during the next twelve months following a given period. The following table reflects the impact of the restatement to the specified line items presented in the Company's previously reported unaudited condensed consolidated balance sheet as of September 30, 2022: (in thousands) As Originally Reported Adjustment As Restated ASSETS Affected financial statement line items Warrants and prepaid expenses 21,653 ( 16,896 ) 4,757 Total Current Assets $ 162,183 $ ( 16,896 ) $ 145,287 Other assets 11,258 16,896 28,154 There was no impact on the condensed consolidated statement of operations, statements of changes in stockholders'/members' equity or statement of cash flows. The accompanying applicable Notes have been updated to reflect the restatement described above. |
Segment Financial Information | 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 maker and operates in and reports as a single operating segment, the objective of 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. |
Significant Accounting Policies | Significant Accounting Policies Other than addition of the Variable Interest Entity policy, there have been no changes to our significant accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 16, 2022. |
Variable Interest Entities | Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity ("VIE"). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. Refer to Note 14 “ Variable Interest Entities ” for additional information. |
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 and disclosed. The Company bases its estimates on the available information, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. The areas where significant estimates are used in the accompanying financial statements include, but are not limited to, revenues and related receivables from risk adjustments, medical services expense and related payables, purchase price allocations, including fair value estimates of intangibles and contingent consideration; the valuation of and related impairment testing of long-lived assets, including goodwill and intangible assets; the valuation of derivative warrant liabilities; the estimated useful lives of fixed assets and intangible assets, including internally developed software; revenue recognition and liability for unpaid claims. Actual results could differ from those estimates. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (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 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. |
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 has not experienced any losses on its deposits of cash and cash equivalents. Composition of the Company's revenues and accounts receivable balances for the payors comprising 10% or more of revenue was as follows: Total Revenue Three months ended September 30, 2022 Nine months ended September 30, 2022 Three months ended September 30, 2021 Nine months ended September 30, 2021 Payor A 30 % 30 % 46 % 51 % Payor B 19 % 19 % n/a n/a Payor C 16 % 17 % n/a n/a Payor D 13 % 14 % n/a n/a Payor E 11 % 12 % n/a n/a Accounts Receivable, net As of September 30, 2022 As of December 31, 2021 Payor A 24 % 27 % Payor B 22 % n/a Payor C 20 % 12 % Payor D 19 % 23 % Payor E 12 % 15 % Allowance for doubtful accounts was less than $ 0.1 million as of September 30, 2022 and December 31, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has elected to defer compliance with ASC Topic 842, Leases ("ASC 842") , consistent with those requirements for a private company due to the Company’s status as an emerging growth company and the provisions of the JOBS Act. Accordingly, the Company adopted ASC 842 for the annual reporting period beginning January 1, 2022 , and interim reporting periods within the annual reporting period beginning after December 15, 2022. As such, the Company has continued to present accounting for leases in its condensed consolidated financial statements in accordance with ASC Topic 840, Leases, in this Quarterly Report on Form 10-Q/A. The effect of adoption to be presented in the Company’s 2022 Form 10-K is expected to add approximately $ 0.1 billion right of use assets and corresponding lease liabilities to the Company’s balance sheet as of January 1, 2022. In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, "Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments", which was subsequently amended by ASU 2020-03, "Codification Improvements to financial Instruments" (collectively referred to as "ASC 326"), which is intended to improve financial reporting by requiring earlier recognition of credit losses on certain financial assets. This standard replaces the previous incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is acquired or purchased. The standard has been further refined through subsequent releases by the FASB. The Company adopted ASC 326 on January 1, 2022 with no material impact to the consolidated financial statements. In March 2020, the FASB issued temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of LIBOR. In addition, in January 2021, the FASB issued guidance which refined the scope of ASC Topic 848, Reference Rate Reform, and clarified some of its guidance as part of FASB's ongoing monitoring of global reference rate reform activities. This guidance permitted entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements and calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. An entity may apply these amendments prospectively through December 31, 2022. The Company is currently evaluating the effect the update will have on its consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." The ASU improves comparability after business combinations by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. ASU 2021-08 is effective for the Company on January 1, 2023, with early adoption permitted. This standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption, and the impact in the future periods will depend on the contract assets and contract liabilities acquired in future business combinations. The Company will adopt this guidance with respect to business combinations taking place after January 1, 2023, the effective date of this guidance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Financial Statement Adjustments of Company's Previously Reported Statements | The following table reflects the impact of the restatement to the specified line items presented in the Company's previously reported unaudited condensed consolidated balance sheet as of September 30, 2022: (in thousands) As Originally Reported Adjustment As Restated ASSETS Affected financial statement line items Warrants and prepaid expenses 21,653 ( 16,896 ) 4,757 Total Current Assets $ 162,183 $ ( 16,896 ) $ 145,287 Other assets 11,258 16,896 28,154 |
Schedule of Revenues and Accounts Receivable Balances for Payors Comprising 10% or More of Revenue | Composition of the Company's revenues and accounts receivable balances for the payors comprising 10% or more of revenue was as follows: Total Revenue Three months ended September 30, 2022 Nine months ended September 30, 2022 Three months ended September 30, 2021 Nine months ended September 30, 2021 Payor A 30 % 30 % 46 % 51 % Payor B 19 % 19 % n/a n/a Payor C 16 % 17 % n/a n/a Payor D 13 % 14 % n/a n/a Payor E 11 % 12 % n/a n/a Accounts Receivable, net As of September 30, 2022 As of December 31, 2021 Payor A 24 % 27 % Payor B 22 % n/a Payor C 20 % 12 % Payor D 19 % 23 % Payor E 12 % 15 % Allowance for doubtful accounts was less than $ 0.1 million as of September 30, 2022 and December 31, 2021. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The following table summarizes changes in the carrying amount of goodwill for the nine months ended September 30, 2022 ( in thousands ): Carrying Amount Balance at December 31, 2021 $ 464,566 Goodwill acquired 1,478 Measurement period adjustments and other ( 986 ) Balance at September 30, 2022 $ 465,058 |
Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets by Major Class | The following tables summarize gross carrying amounts and accumulated amortization of intangible assets by major class ( in thousands ): Gross Carrying Accumulated Net Book Weighted-Average September 30, 2022 Risk contracts $ 64,570 $ ( 20,057 ) $ 44,512 7 Non-compete agreements 4,170 ( 1,309 ) 2,861 5 Trademarks 1,862 ( 1,273 ) 589 2 Other 251 ( 47 ) 204 5 Total $ 70,852 $ ( 22,687 ) $ 48,166 Gross Carrying Accumulated Net Book Weighted-Average December 31, 2021 Risk contracts $ 64,822 $ ( 9,818 ) $ 55,004 7 Non-compete agreements 4,202 ( 686 ) 3,516 5 Trademarks 1,867 ( 827 ) 1,040 2 Other 251 — 251 5 Total $ 71,141 $ ( 11,331 ) $ 59,811 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | A summary of property and equipment at September 30, 2022 and December 31, 2021 is as follows ( in thousands ): September 30, 2022 December 31, 2021 Leasehold improvements $ 10,229 $ 7,516 Vehicles 3,743 3,711 Furniture and equipment 7,825 5,470 Software 3,618 2,950 Construction in progress 1,536 2,254 Total 26,951 21,902 Less: Accumulated depreciation ( 8,826 ) ( 5,909 ) Total Property and equipment, net $ 18,125 $ 15,993 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Debt | As of September 30, 2022 and December 31, 2021, debt consisted of the following ( in thousands ): September 30, 2022 December 31, 2021 Secured term loans $ 193,038 $ 121,875 Other 596 65 Less: Unamortized discounts and debt issuance costs ( 9,223 ) ( 4,704 ) 184,413 117,236 Less: Current portion ( 159 ) ( 6,275 ) Long-term portion $ 184,253 $ 110,960 |
Summary of Future Maturities of Debt Outstanding | Future maturities of debt outstanding at September 30, 2022 were as follows ( in thousands ): Year Amount Remainder of 2022 $ 39 2023 161 2024 2,090 2025 2,040 2026 1,993 Thereafter 187,311 Total $ 193,634 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Awards Granted Under the 2021 Plan | The following awards were granted under the 2021 Plan during the three and nine months ended September 30, 2022: Three Months Ended September 30, 2022 Number of units Weighted-average grant date fair value Restricted stock units 55,498 $ 7.74 Performance stock units - $ - Options - $ - Nine Months Ended September 30, 2022 Number of units Weighted-average grant date fair value Restricted stock units 2,069,535 $ 8.31 Performance stock units 123,739 $ 5.56 Options 247,483 $ 6.13 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 shares 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) attributable to CareMax, Inc. class A common stockholders $ ( 22,053 ) $ ( 14,479 ) $ ( 48,230 ) $ ( 3,120 ) Weighted-average basic shares outstanding 87,408,605 82,552,520 87,415,801 40,847,294 Weighted-average diluted shares outstanding 87,408,605 82,552,520 87,415,801 40,847,294 Net income (loss) per share Basic $ ( 0.25 ) $ ( 0.18 ) $ ( 0.55 ) $ ( 0.08 ) Diluted $ ( 0.25 ) $ ( 0.18 ) $ ( 0.55 ) $ ( 0.08 ) |
Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss Per Share | The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive or because issuance of shares underlying such securities is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Series A and Series B Warrants 8,000,000 8,000,000 8,000,000 8,000,000 Public and Private Placement Warrants 5,791,652 5,791,652 5,791,652 5,791,652 Earnout Shares 3,200,000 3,200,000 3,200,000 3,200,000 Unvested restricted stock units 3,163,790 — 3,163,790 — Unvested performance stock units (assumes 100 % target payout) 189,389 — 189,389 — Unvested options 378,783 — 378,783 — Total 20,723,614 16,991,652 20,723,614 16,991,652 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 ): September 30, 2022 Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - Public Warrants $ 5,405 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 6,446 December 31, 2021 Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - Public Warrants $ — $ — $ 4,375 Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 4,000 |
Schedule of Quantitative Information of Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs used in measurement of fair value of Private Placement Warrants: September 30, December 31, 2021 Exercise price $ 11.50 $ 11.50 Unit price $ 7.09 $ 7.68 Volatility 55.7 % 37.6 % Expected life of the options to convert (years) 3.69 4.44 Risk-free rate 4.10 % 1.17 % Dividend yield 0.0 % 0.0 % |
Schedule of Change in Fair Value of Warrant Liabilities | The change in the fair value of derivative warrant liabilities for the nine months ended September 30, 2022 is summarized as follows ( in thousands ): Fair value of derivative warrant liabilities at December 31, 2021 $ 8,375 Change in fair value of derivative warrant liabilities 3,476 Fair value of derivative warrant liabilities at September 30, 2022 $ 11,851 |
Operating Leases and Commitme_2
Operating Leases and Commitments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 and inclusive of leases which have not yet commenced, consisted of the following at September 30, 2022 ( in thousands ): Year Amount Remainder of 2022 $ 3,786 2023 18,309 2024 19,192 2025 18,959 2026 18,170 Thereafter 208,556 Total $ 286,973 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Financial Position and Operations of PCs | The following tables summarize the financial position and operations of the PCs ( in thousands ): September 30, December 31, 2021 Total assets $ 1,215 $ - Total liabilities $ 2,302 $ - Three Months Ended September 30, 2022 Nine Months Ended Revenues $ 22 $ 22 Operating expenses $ 683 $ 1,064 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Nov. 09, 2022 USD ($) | May 31, 2022 USD ($) | May 31, 2022 USD ($) shares | Sep. 30, 2022 USD ($) Center $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Business Center $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 $ / shares | Jun. 08, 2021 | |
Description Of Business [Line Items] | |||||||||
Number Of wholly owned operated multi specialty medical centers | Center | 51 | 51 | |||||||
Cash payment of aggregate consideration | $ 892,000 | $ 298,344,000 | |||||||
Acquisition related costs | $ 494,000 | $ 879,000 | $ 3,549,000 | 1,028,000 | |||||
Share consideration | 187,266,000 | ||||||||
Class A Common Stock | |||||||||
Description Of Business [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Business Combination Agreement | |||||||||
Description Of Business [Line Items] | |||||||||
Number of additional business acquired | Business | 3 | ||||||||
Measurement period adjustments recognized | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Steward Transaction | |||||||||
Description Of Business [Line Items] | |||||||||
Cash payment of aggregate consideration | $ 3,000,000 | $ 25,000,000 | |||||||
Acquisition related costs | 8,000,000 | $ 500,000 | $ 3,500,000 | ||||||
Share consideration | $ 5,000,000 | ||||||||
Steward Transaction | Subsequent Event | |||||||||
Description Of Business [Line Items] | |||||||||
Acquisition related costs | $ 8,000,000 | ||||||||
Steward Transaction | Class A Common Stock | |||||||||
Description Of Business [Line Items] | |||||||||
Consideration, shares | shares | 23,500,000 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
CMG | Business Combination Agreement | |||||||||
Description Of Business [Line Items] | |||||||||
Percentage of equity interests acquired | 100% | ||||||||
IMC | Business Combination Agreement | |||||||||
Description Of Business [Line Items] | |||||||||
Percentage of equity interests acquired | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Summary of Significant Accounting Policies [Line Items] | |||
Goodwill | $ 465,058,000 | $ 464,566,000 | |
Maximum | |||
Summary of Significant Accounting Policies [Line Items] | |||
Allowance for doubtful accounts | 100,000 | $ 100,000 | |
DFHT | |||
Summary of Significant Accounting Policies [Line Items] | |||
Goodwill | 0 | ||
Other intangible assets | $ 0 | ||
ASU 2016-13 | |||
Summary of Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
ASC 842 | |||
Summary of Significant Accounting Policies [Line Items] | |||
Right of use assets | $ 100,000,000 | ||
Lease liabilities | $ 100,000,000 | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Impact of Financial Statement Adjustments Related to Restatement of Previously Reported Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Affected financial statement [line items] | ||
Warrants and prepaid expenses | $ 4,757 | $ 3,786 |
Total Current Assets | 145,287 | 94,790 |
Other assets | 28,154 | $ 15,960 |
As Originally Reported | ||
Affected financial statement [line items] | ||
Warrants and prepaid expenses | 21,653 | |
Total Current Assets | 162,183 | |
Other assets | 11,258 | |
Adjustment | ||
Affected financial statement [line items] | ||
Warrants and prepaid expenses | (16,896) | |
Total Current Assets | (16,896) | |
Other assets | $ 16,896 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Revenues and Accounts Receivable Balances for Payors Comprising 10% or More of Revenue (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Payor A | Customer Concentration Risk | Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk (as a percentage) | 30% | 46% | 30% | 51% | |
Payor A | Credit Concentration Risk | Accounts Receivable | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk (as a percentage) | 24% | 27% | |||
Payor B | Customer Concentration Risk | Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk (as a percentage) | 19% | 19% | |||
Payor B | Credit Concentration Risk | Accounts Receivable | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk (as a percentage) | 22% | ||||
Payor C | Customer Concentration Risk | Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk (as a percentage) | 16% | 17% | |||
Payor C | Credit Concentration Risk | Accounts Receivable | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk (as a percentage) | 20% | 12% | |||
Payor D | Customer Concentration Risk | Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk (as a percentage) | 13% | 14% | |||
Payor D | Credit Concentration Risk | Accounts Receivable | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk (as a percentage) | 19% | 23% | |||
Payor E | Customer Concentration Risk | Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk (as a percentage) | 11% | 12% | |||
Payor E | Credit Concentration Risk | Accounts Receivable | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk (as a percentage) | 12% | 15% |
Reinsurance - Additional Inform
Reinsurance - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Effects of Reinsurance [Line Items] | ||||
Reinsurance recoveries recognized | $ 6,900,000 | $ 5,200,000 | $ 21,000,000 | $ 6,900,000 |
Reinsurance premium expense incurred | $ 5,800,000 | $ 3,300,000 | 13,700,000 | $ 5,500,000 |
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 | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at December 31, 2021 | $ 464,566 |
Goodwill acquired | 1,478 |
Measurement period adjustments and other | (986) |
Balance at September 30, 2022 | $ 465,058 |
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 70,852 | $ 71,141 |
Accumulated Amortization | (22,687) | (11,331) |
Net Book Value | 48,166 | 59,811 |
Risk contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 64,570 | 64,822 |
Accumulated Amortization | (20,057) | (9,818) |
Net Book Value | $ 44,512 | $ 55,004 |
Weighted Average Amortization Period (years) | 7 years | 7 years |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,170 | $ 4,202 |
Accumulated Amortization | (1,309) | (686) |
Net Book Value | $ 2,861 | $ 3,516 |
Weighted Average Amortization Period (years) | 5 years | 5 years |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,862 | $ 1,867 |
Accumulated Amortization | (1,273) | (827) |
Net Book Value | $ 589 | $ 1,040 |
Weighted Average Amortization Period (years) | 2 years | 2 years |
Other | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 251 | $ 251 |
Accumulated Amortization | (47) | |
Net Book Value | $ 204 | $ 251 |
Weighted Average Amortization Period (years) | 5 years | 5 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) MedicalPractices | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Number of medical practices | MedicalPractices | 2 | |||||
Total consideration | $ 1,478 | |||||
Goodwill | $ 465,058 | $ 465,058 | 465,058 | $ 464,566 | ||
Amortization expense | 3,700 | $ 4,200 | 11,400 | $ 5,500 | ||
Two Medical Practices | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Total consideration | 1,500 | |||||
Goodwill | $ 1,500 | $ 1,500 | $ 1,500 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total Property and equipment, gross | $ 26,951 | $ 21,902 |
Less: Accumulated depreciation | (8,826) | (5,909) |
Total Property and equipment, net | 18,125 | 15,993 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total Property and equipment, gross | 10,229 | 7,516 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total Property and equipment, gross | 3,743 | 3,711 |
Furniture and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total Property and equipment, gross | 7,825 | 5,470 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total Property and equipment, gross | 3,618 | 2,950 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total Property and equipment, gross | $ 1,536 | $ 2,254 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0.9 | $ 1 | $ 3.2 | $ 1.7 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 31, 2022 USD ($) | Sep. 30, 2026 | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Maximum aggregate loan amount | $ 300,000,000 | |||||
Repayments of Debt | 121,000,000 | |||||
Loss on debt extinguishment | $ 279,000 | $ (6,172,000) | $ 1,637,000 | |||
Debt Instrument, Interest Rate Terms | Based on the elections made by the Company, as of September 30, 2022, the Initial Term Loan borrowings bear interest of Term SOFR (calculated as the Secured Overnight Financing Rate published on the Federal Reserve Bank of New York’s website, plus a spread adjustment of 0.114%), plus an applicable margin rate of 9.00%. As permitted under the Credit Agreement, the Company elected to capitalize 4.00% of the interest as principal amount on the outstanding Term Loans. As a result of this election, the cash interest component of the applicable margin increases by 0.50%. During the nine months ended September 30, 2022, the Company paid-in-kind $3.0 million of the interest payable under the Credit Agreement, which resulted in an increase to long-term debt. | |||||
Increase in margin rate | 0.50% | |||||
Option to capitalize, percentage of interest as principal outstanding | 4% | |||||
Debt instrument maturity month and year | 2027-05 | |||||
Minimum liquidity requirement | 50,000,000 | |||||
Minimum liquidity requirement reduced amount on meeting certain adjusted EBITDA | $ 25,000,000 | |||||
De novo losses excluded from calculation of such ratio period | 36 months | |||||
Debt instrument covenants maximum leverage ratio | 8.50 | |||||
Debt instrument covenant description | The Credit Agreement also contains covenants that require the Company to satisfy a minimum liquidity requirement of $50.0 million, which may be decreased to $25.0 million if the Company achieves a certain adjusted EBITDA, and maintain a maximum total leverage ratio based on the Company’s consolidated EBITDA, as defined in the Credit Agreement, with de novo losses excluded from the calculation of such ratio for up to 36 months after the opening of a de novo center, which maximum total leverage ratio will initially be 8.50 to 1.00, commencing with the fiscal quarter ended September 30, 2022 and is subject to a series of step-downs. For the fiscal quarters ending September 30, 2026 and thereafter the Company must maintain a maximum total leverage ratio no greater than 5.50 to 1.00. | |||||
Payment-in-kind interest expense | $ 3,038,000 | |||||
Level 3 | ||||||
Debt Instrument [Line Items] | ||||||
Fair value of debt | $ 199,000,000 | 199,000,000 | ||||
Existing Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Loss on debt extinguishment | $ 0 | $ 6,200,000 | ||||
Scenario Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument covenants maximum leverage ratio | 5.50 | |||||
Initial Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 190,000,000 | |||||
Amount drawn | $ 190,000,000 | |||||
Debt instrument, percentage of amortization payments of aggregate principal amount to be paid commencing on March 31, 2024 | 2,500 | |||||
Initial Term Loans | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, variable interest rate | 0.114% | |||||
Initial Term Loans | Term SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument margin rate | 9% | 9% | ||||
Delayed Draw Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 110,000,000 | |||||
Amount drawn | $ 0 | $ 0 | ||||
Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Payment-in-kind interest expense | $ 3,000,000 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 193,634 | |
Less: Unamortized discounts and debt issuance costs | (9,223) | $ (4,704) |
Total long-term debt | 184,413 | 117,236 |
Less: Current portion | (159) | (6,275) |
Long-term portion | 184,253 | 110,960 |
Secured Term Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 193,038 | 121,875 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 596 | $ 65 |
Debt - Summary of Future Maturi
Debt - Summary of Future Maturities of Debt Outstanding (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 39 |
2023 | 161 |
2024 | 2,090 |
2025 | 2,040 |
2026 | 1,993 |
Thereafter | 187,311 |
Total | $ 193,634 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jul. 13, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||||
Preferred stock,authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Aggregate purchase price of common shares | $ 6,650 | ||||
Warrants and prepaid expenses | $ 4,757 | $ 4,757 | $ 3,786 | ||
Preferred stock, issued | 0 | 0 | |||
Preferred stock,outstanding | 0 | 0 | 0 | ||
Subscription Agreement | Series A Warrant | |||||
Class Of Stock [Line Items] | |||||
Number of shares purchased | 2,000,000 | ||||
Exercisable period | 5 years | ||||
Subscription Agreement | Series A and Series B Warrant | |||||
Class Of Stock [Line Items] | |||||
Number of shares purchased | 6,000,000 | ||||
Warrant share price | $ 0.10 | ||||
Subscription Agreement | Series B Warrant | |||||
Class Of Stock [Line Items] | |||||
Exercisable period | 5 years | ||||
Number shares vest and exercisable | 500,000 | 0 | 1,000,000 | ||
Vesting period | 1 year | ||||
Warrant share price | $ 0.01 | ||||
Subscription Agreement with Two Centers | Series B Warrant | |||||
Class Of Stock [Line Items] | |||||
Warrants and prepaid expenses | $ 5,000 | $ 5,000 | |||
Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class A Common Stock | Subscription Agreement | |||||
Class Of Stock [Line Items] | |||||
Number of shares purchased | 500,000 | ||||
Aggregate purchase price of common shares | $ 5,000 | ||||
Price per share | $ 18 | ||||
Class A Common Stock | Subscription Agreement | Maximum | |||||
Class Of Stock [Line Items] | |||||
Price per share | $ 10 |
Stockholders' Equity - Redeemab
Stockholders' Equity - Redeemable Warrants (Details) - IPO - DFHT - $ / shares | 9 Months Ended | |
Jul. 16, 2020 | Sep. 30, 2022 | |
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 |
Stockholders' Equity - Continge
Stockholders' Equity - Contingent Consideration Common Shares (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Jul. 09, 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 | 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 | 1,450,000 |
IMC | Second Share Price Trigger | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Earnout shares payable | 1,450,000 |
Stockholders' Equity - Stock Ba
Stockholders' Equity - Stock Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 04, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 7,486,000 | $ 966,000 | |||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of units | 55,498,000,000 | 2,069,535,000,000 | |||
Class A Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1,000,000 | 1,000,000 | |||
2021 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 3,600,000 | $ 7,500,000 | |||
Unrecognized stock-based compensation of unvested awards | $ 22,300,000 | $ 0 | $ 22,300,000 | $ 0 | |
Unrecognized stock-based compensation, expected to be recognized over weighted-average period | 2 years 3 months 18 days | ||||
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 31st 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 (ii) 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% | ||||
Common stock shares issued | 100,000 | 100,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Awards Granted Under the 2021 Plan (Details) - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Restricted Stock Units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of units | 55,498 | 2,069,535 |
Weighted-average grant date fair value | $ 7.74 | $ 8.31 |
Performance stock units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of units | 123,739 | |
Weighted-average grant date fair value | $ 5.56 | |
Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of units | 247,483 | |
Weighted-average grant date fair value | $ 6.13 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to CareMax, Inc. class A common stockholders | $ (22,053) | $ (14,479) | $ (48,230) | $ (3,120) |
Weighted average basic shares outstanding | 87,408,605 | 82,552,520 | 87,415,801 | 40,847,294 |
Weighted average diluted shares outstanding | 87,408,605 | 82,552,520 | 87,415,801 | 40,847,294 |
Net income (loss) per share, Basic | $ (0.25) | $ (0.18) | $ (0.55) | $ (0.08) |
Net income (loss) per share, Diluted | $ (0.25) | $ (0.18) | $ (0.55) | $ (0.08) |
Net Income (Loss) Per Share - P
Net Income (Loss) Per Share - Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from diluted earnings per share | 20,723,614 | 16,991,652 | 20,723,614 | 16,991,652 |
Series A and Series B Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from diluted earnings per share | 8,000,000 | 8,000,000 | 8,000,000 | 8,000,000 |
Public and Private Placement Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from diluted earnings per share | 5,791,652 | 5,791,652 | 5,791,652 | 5,791,652 |
Earnout Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from diluted earnings per share | 3,200,000 | 3,200,000 | 3,200,000 | 3,200,000 |
Unvested Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from diluted earnings per share | 3,163,790 | 3,163,790 | ||
Unvested Performance Stock Units (Assumes 100% Target Payout) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from diluted earnings per share | 189,389 | 189,389 | ||
Unvested Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from diluted earnings per share | 378,783 | 378,783 |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss Per Share (Parenthetical) (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Unvested Performance Stock Units (Assumes 100% Target Payout) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Target payout assumption percentage | 100% | 100% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring Measurement - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 | Public Warrants | ||
Financial Liabilities Fair Value | ||
Derivative warrant liabilities | $ 5,405 | |
Level 3 | Public Warrants | ||
Financial Liabilities Fair Value | ||
Derivative warrant liabilities | $ 4,375 | |
Level 3 | Private Placement Warrants | ||
Financial Liabilities Fair Value | ||
Derivative warrant liabilities | $ 6,446 | $ 4,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Recognized gain (loss) resulting from Increase decrease in fair value of derivative warrant liabilities | $ (7,300,000) | $ 10,200,000 | $ (3,500,000) | $ 12,000,000 |
Fair value, liabilities, Level 1 to Level 2 transfers, amount | 0 | 0 | 0 | 0 |
Fair value, liabilities, Level 2 to Level 1 transfers, amount | 0 | 0 | 0 | 0 |
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3 | 0 | 0 | 0 | 0 |
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3 | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Quantitative Information of Level 3 Fair Value Measurements Inputs (Details) - Level 3 - Private Placement Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 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 | 7.09 | 7.68 |
Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Measurement input | 55.7 | 37.6 |
Expected Life of the Options to Convert (years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected life of the options to convert | 3 years 8 months 8 days | 4 years 5 months 8 days |
Risk Free Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Measurement input | 4.10 | 1.17 |
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 | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value of derivative warrant liabilities at December 31, 2021 | $ 8,375 |
Change in fair value of derivative warrant liabilities | (3,476) |
Fair value of derivative warrant liabilities at June 30, 2022 | $ 11,851 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 13, 2021 | |
Advisory Agreement | Series B Warrant | ||||
Related Party Transaction [Line Items] | ||||
Number of vesting of warrants for advisory services | 1,000,000 | |||
Construction Advisory Services | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 0 | $ 400,000 | $ 0 | |
Advisor | Advisory Agreement | ||||
Related Party Transaction [Line Items] | ||||
Minimum ownership common shares to be maintained by related party | 500,000 |
Operating Leases and Commitme_3
Operating Leases and Commitments - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee Lease Description [Line Items] | ||||
Lease expiring term | various times through 2033 | |||
Rent expense | $ 4.6 | $ 2.8 | $ 12.7 | $ 4.4 |
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 | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 3,786 |
2023 | 18,309 |
2024 | 19,192 |
2025 | 18,959 |
2026 | 18,170 |
Thereafter | 208,556 |
Total | $ 286,973 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 181 | $ 0 | $ 532 | $ 0 |
Effective tax rate | (0.80%) | 0% | (1.10%) | 0% |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Assets and liabilities of PCs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||||
Assets | $ 707,433 | $ 707,433 | $ 653,092 | ||
Liabilities | 238,228 | 238,228 | $ 147,722 | ||
Operating expenses | 166,222 | $ 115,849 | 492,799 | $ 196,603 | |
Net (loss) income | (22,053) | $ (14,479) | (48,230) | $ (3,120) | |
PCs | |||||
Variable Interest Entity [Line Items] | |||||
Assets | 1,215 | 1,215 | |||
Liabilities | 2,302 | 2,302 | |||
Revenues | 22 | 22 | |||
Operating expenses | $ 683 | $ 1,064 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Oct. 31, 2022 | Sep. 30, 2022 | Nov. 09, 2022 | May 31, 2022 | |
Subsequent Event [Line Items] | ||||
Debt instrument maturity month and year | 2027-05 | |||
Delayed Draw Term Loan | ||||
Subsequent Event [Line Items] | ||||
Debt instrument amount | $ 110,000 | |||
Amount drawn | $ 0 | |||
Subsequent Event | Delayed Draw Term Loan | ||||
Subsequent Event [Line Items] | ||||
Amount drawn | $ 45,000 | |||
Subsequent Event | Anthem | Promissory Note | ||||
Subsequent Event [Line Items] | ||||
Debt instrument amount | $ 1,000 | |||
Debt instrument maturity month and year | 2032-10 |