CareMax (CMAXQ) 10-K 30 Mar 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 22, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 222,670,146
Entity Interactive Data Current	Yes
Document Annual Report	true
Document Transition Report	false
Documents Incorporated by Reference	Portions of the registrant’s definitive Proxy Statement for its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2022.
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	Red Bank, New Jersey
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		111,360,802
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

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 41,626	$ 47,917
Accounts receivable, net	151,036	41,998
Inventory	723	550
Other current assets	3,245	3,786
Risk settlements due from providers	707	539
Total Current Assets	197,336	94,790
Property and equipment, net	21,006	15,993
Operating lease right-of-use assets	108,937
Goodwill, net	700,643	464,566
Intangible assets, net	123,585	59,811
Deferred debt issuance costs	1,685	1,972
Other assets	17,550	15,960
Total Assets	1,170,743	653,092
Current Liabilities
Accounts payable	7,687	3,110
Accrued expenses	18,631	8,690
Risk settlement liabilities	14,171	196
Related party debt, net	30,277
Current portion of third-party debt, net	253	6,275
Current portion of operating lease liabilities	5,512
Other current liabilities	790	3,687
Total Current Liabilities	77,322	21,959
Derivative warrant liabilities	3,974	8,375
Long-term debt, net	230,725	110,960
Long-term operating lease liabilities	96,539
Contingent earnout liability	134,561
Other liabilities	8,075	6,428
Total Liabilities	551,196	147,722
COMMITMENTS AND CONTINGENCIES (NOTE 15)
STOCKHOLDERS' EQUITY
Preferred stock (1,000,000 shares authorized; one and zero shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively)
Class A common stock ($0.0001 par value; 250,000,000 shares authorized; 111,332,584 and 87,367,972 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively)	11	9
Additional paid-in-capital	657,126	505,327
(Accumulated deficit) Retained earnings	(37,590)	33
Total Stockholders' Equity	619,547	505,370
Total Liabilities and Stockholders' Equity	$ 1,170,743	$ 653,092

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Jun. 08, 2021
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock,outstanding	1	0
Preferred stock, issued	1	0
Common stock, shares authorized			260,000,000
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000	250,000,000
Common stock, shares issued	111,332,584	87,367,972
Common stock, shares outstanding	111,332,584	87,367,972

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue
Total revenue	$ 631,132	$ 295,762
Operating Expenses
External provider costs	424,182	206,747
Cost of care	126,648	57,566
Sales and marketing	11,761	4,955
Corporate, general and administrative	75,824	40,579
Depreciation and amortization	21,719	13,216
Goodwill impairment	70,000	0
Acquisition related costs	13,165	1,522
Total operating expenses	743,297	324,585
Operating loss	(112,165)	(28,822)
Nonoperating income (expense)
Interest expense, net	(20,242)	(4,492)
Change in fair value of derivative warrant liabilities	4,401	20,757
Gain (loss) on remeasurement of contingent earnout liabilities	76,295	5,794
Loss on disposal of fixed assets, net	0	(50)
(Loss) gain on extinguishment of debt, net	(6,172)	1,630
Other income (expense), net	546	(1,333)
Loss before income tax	(57,337)	(6,516)
Income tax provision	(19,542)	159
Net loss	(37,796)	(6,675)
Net (loss) income attributable to controlling interest	$ (37,796)	$ (6,675)
Weighted average basic shares outstanding	90,799,308	52,620,980
Weighted average diluted shares outstanding	90,799,308	52,620,980
Net income (loss) per share
Basic	$ (0.42)	$ (0.13)
Diluted	$ (0.42)	$ (0.13)
Medicare
Revenue
Total revenue	$ 486,718	$ 233,282
Medicaid
Revenue
Total revenue	96,534	46,493
Other Revenue
Revenue
Total revenue	$ 47,880	$ 15,987

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'/MEMBERS' EQUITY - USD ($) $ in Thousands	Total	Effect of Business Combination	IMC Effect of Business Combination	SMA	DNF	BIX and Advantis	Steward Acquisition	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	Common Stock Class A Common Stock BIX and Advantis	Common Stock Class A Common Stock Steward Acquisition	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	Additional Paid-in-Capital BIX and Advantis	Additional Paid-in-Capital Steward Acquisition	Member's Units	Member's Units Effect of Business Combination	Member's Equity	Member's Equity Effect of Business Combination	Retained Earnings (Deficit)
Beginning balance at Dec. 31, 2020	$ 6,727																					$ 223		$ 6,504		$ 0
Net loss	(6,675)
Net loss prior to business combination	(5,185)																							$ (5,185)
Reverse recapitalization		$ (186,783)							$ 3							$ (186,767)							$ (223)		$ (1,319)	1,523
Reverse recapitalization (in shares)									28,780,819
Equity consideration issued to acquire company			$ 155,347	$ 5,027	$ 26,072	$ 2,231				$ 1							$ 155,346	$ 5,027	$ 26,072	$ 2,231
Equity consideration issued to acquire company (in shares)										10,412,023	384,615	2,741,528	293,987
Shares issued for holdback		821														821
Shares issued for holdback (in shares)									55,000
Contingently issuable stock to CMG Sellers and IMC Parent - First Share Price Trigger on Earnout Shares	39,110							$ 1							$ 39,109
Contingently issuable stock to CMG Sellers and IMC Parent - First Share Price Trigger on Earnout Shares (in shares)								3,200,000
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
Stock compensation expense	1,341														1,341
Series A Warrants issued and Vesting of Series B Warrants under Advisory Agreement	12,883														12,883
Net loss after business combination	(1,490)																									(1,490)
Ending balance at Dec. 31, 2021	505,370							$ 9							505,327											33
Ending balance (in shares) at Dec. 31, 2021								87,367,972
Net loss	(37,796)																									(37,796)
Equity consideration issued to acquire company							$ 134,420							$ 2							$ 134,418
Equity consideration issued to acquire company (in shares)														23,500,000
Stock compensation expense	10,271														10,271
Issuance of shares upon vesting of stock-based compensation awards,(in shares)								535,612
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)
Series A Warrants issued and Vesting of Series B Warrants under Advisory Agreement	7,590														7,590
Other	173																									173
Ending balance at Dec. 31, 2022	$ 619,547							$ 11							$ 657,126											$ (37,590)
Ending balance (in shares) at Dec. 31, 2022								111,332,584

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (37,796)	$ (6,675)
Adjustments to reconcile net loss to net cash and cash equivalents
Depreciation and amortization expense	21,719	13,216
Amortization of debt issuance costs and discount	2,382	866
Stock-based compensation expense	10,271	1,341
Income tax provision	(19,542)	159
Change in fair value of derivative warrant liabilities	(4,401)	(20,757)
Loss (gain) on remeasurement of contingent earnout liabilities	(76,295)	(5,794)
Loss (gain) on extinguishment of debt	6,172	(1,630)
Payment-in-kind interest expense	5,277	0
Provision for credit losses	1,243	0
Goodwill impairment	70,000	0
Other non-cash, net	853	172
Changes in operating assets and liabilities:
Accounts receivable	(66,561)	(3,836)
Inventory	(172)	(85)
Other current assets	2,678	(768)
Risk settlement assets and liabilities	6,775	(459)
Due to (from) related parties	0	235
Other assets	(3,127)	(1,501)
Operating lease assets and liabilities	4,386	0
Accounts payable	1,730	(984)
Accrued expenses	4,722	1,216
Other liabilities	1,470	1,429
Net cash used in operating activities	(68,216)	(23,856)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(7,450)	(3,990)
Return of cash held in escrow	785	0
Acquisition of businesses, net of cash acquired	(55,837)	(312,589)
Net cash used in investing activities	(62,502)	(316,579)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Class A common stock	0	415,000
Issuance costs of Class A common stock	0	(12,471)
Recapitalization transaction	0	(108,435)
Proceeds from third-party borrowings, net of discount	229,241	125,000
Proceeds from related party borrowings, net of discount	29,876	0
Principal payments on long-term debt	(121,977)	(27,711)
Payments of debt issuance costs	(7,272)	(7,478)
Debt extinguishment costs	0	(487)
Collateral for letters of credit	(5,439)	0
Net cash provided by financing activities	124,428	383,418
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(6,290)	42,983
Cash and cash equivalents - beginning of period	47,917	4,934
CASH AND CASH EQUIVALENTS - END OF PERIOD	41,626	47,917
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
Equity and warrant consideration issued to The Related Companies, L.P.	7,590	14,533
Equity consideration issued in acquisitions	134,420	188,678
Contingent consideration issued in business combination	210,856	38,348
Payroll Protection Program loan forgiveness	0	2,164
Additions to construction in progress funded through accounts payable	2,847	0
Cancellation of shares held in escrow	821	0
Accrued purchase consideration	1,225	0
Financed equipment purchases	607	0
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$ 12,797	$ 4,423

Description of Business

Description of Business	12 Months Ended
	Dec. 31, 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”), is a Delaware corporation, which announced its initial public offering in July 2020 (the "IPO") 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 December 31, 2022, the Company operated 62 centers and managed affiliated providers across 10 states 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. 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) closed on June 8, 2021 (the “Closing Date”), whereby DFHT acquired 100 % of the equity interests in 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"). No material measurement period adjustments related to the Acquisitions were recognized during the year ended December 31, 2022 or 2021. Refer to Note 5, Goodwill and Other Intangible Assets , for information about measurement period adjustments. On November 10, 2022, we completed the acquisition of the Medicare value-based care business of Steward Health Care System (“Steward Value-Based Care”). Refer to Note 3, Acquisitions , for further information.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. Certain amounts, which are not material, in the prior year's consolidated financial statements have been reclassified to conform to the current year presentation. In the opinion of management, the accompanying 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. Pursuant to the Business Combination, the acquisition of CMG by DFHT was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, DFHT was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of CMG issuing equity for the net assets of DFHT, accompanied by a recapitalization. The net assets of DFHT are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of CMG. Further, CMG was determined to be the accounting acquirer in the acquisition of IMC (the “IMC Acquisition”), as such, the acquisition is considered a business combination under Accounting Standards Codification ("ASC") 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. Financial information for the year ended December 31, 2021 includes the financial information and activities for (i) IMC for the period from June 8, 2021 to December 31, 2021, (ii) SMA for the period from June 18, 2021 to December 31, 2021, and (iii) DNF for the period from September 1, 2021 to December 31, 2021. Unless otherwise noted, information for periods prior to the Closing of the Business Combination reflects the financial information of CMG only. Financial information for the year ended December 31, 2022, includes the financial information and activities for Steward Value-Based Care for the period from November 10, 2022 to December 31, 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 16, Variable Interest Entities , for additional information. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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. Segment Financial Information The Company’s chief operating decision maker regularly reviews financial operating results on a 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, 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. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. 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 and related impairment testing of long-lived assets, including goodwill and intangible assets, the valuation of derivative warrant liabilities, and the estimated useful lives of fixed assets and intangible assets, including internally developed software. Actual results could differ from those estimates. Business Combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC 805, Business Combinations , which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired and liabilities assumed are determined based upon the valuation of the acquired business and involves management making significant estimates and assumptions. The Company's acquisitions, at times, have included earn-out provisions, also referred to as contingent consideration, which provide for additional consideration to the paid to the seller if certain conditions are met. These provisions are recorded as liabilities or as equity at fair value on the acquisition date and re-assessed for balance sheet classification and re-measured at fair value each reporting period until they expire or settle. Cash and Cash Equivalents Cash and cash equivalents consist of currency on hand with banks and financial institutions and investments in money market funds. The Company considers all short-term, highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Medicare and Medicaid Risk-Based Revenue Medicare and Medicaid Risk-Based Revenue consists primarily of fees for medical services provided under capitated arrangements directly with various Medicare Advantage and Medicaid managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of at-risk premium less an administrative charge for reporting on enrollees on a per patient per month basis (“PMPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. PMPM fees can fluctuate throughout the contract based on the health status (acuity) of each individual enrollee. In certain contracts, PMPM fees also include “risk adjustments” for items such as performance incentives, performance guarantees and risk shares. The capitated revenues are recognized based on the estimated PMPM fees earned net of projected performance incentives, performance guarantees, risk shares and rebates because we are able to reasonably estimate the ultimate PMPM payment of these contracts. We recognize revenue in the month in which eligible members are entitled to receive healthcare benefits. Subsequent changes in PMPM fees and the amount of revenue to be recognized are reflected through subsequent period adjustments to properly recognize the ultimate capitation amount. For enrolled members in which we control healthcare services, we act as the principal and the gross fees under these contracts are reported as revenue and the cost of third-party medical care is included in external provider costs. The Company generates management services organization (“MSO”) revenue for services it renders to independent physician associations (the “IPAs”) under administrative service contracts. The MSO revenue is recognized in the month in which the eligible members are entitled to receive healthcare benefits during the contract term. For MSO contracts in which the Company acts as a principal in coordinating and controlling the range of services provided (other than clinical decisions) and, thus, accepts full financial risk for members attributed to the IPA and is therefore responsible for the cost of all healthcare services required by those members, the fees are recognized on a gross basis, consistent with ASC 606, Revenue From Contracts with Customers ("ASC 606"). The related revenue is recorded in Medicare risk-based and Medicaid risk-based revenue. Other Revenue Other Revenue primarily represents partial and no risk capitation, MSO and pharmacy revenue. Capitation revenue represents a fixed amount of money per patient per month paid in advance for the delivery of primary care services only, whereby the Company is not liable for medical costs in excess of the fixed payment. Capitated revenues are typically prepaid monthly to the Company based on the number of patients selecting us as their primary care provider. Our capitated rates are fixed, contractual rates. Incentive payments for Healthcare Effectiveness Data and Information Set (“HEDIS”) and any services paid on a fee for service basis by a health plan are also included in other revenue. Other revenue also includes ancillary fees earned under contracts with certain payors for the provision of certain care coordination and other care management services. These services are provided to patients covered by these payors regardless of whether those patients receive their care from our affiliated medical groups. Revenue for primary care services for patients in a partial risk or upside-only contracts is reported in other revenue. For MSO contracts in which the Company does not coordinate or control the range of services provided and, thus, accepts partial or no financial risk for members attributed to the IPA, the revenue is recognized on a net basis, consistent with ASC 606, and is recorded in Other revenue. External Provider Costs External Provider Costs includes all costs of caring for our at-risk patients and for third-party healthcare service providers that provide medical care to our patients for which we are contractually obligated to pay (through our full-risk capitation arrangements). The estimated reserve for a liability for unpaid claims is included in "Accounts receivable, net" in the consolidated balance sheets. Actual claims expense will differ from the estimated liability due to differences in estimated and actual member utilization of health care services, the amount of charges and other factors. From time to time, but at least annually, we assess our estimates with an independent actuarial expert to ensure our estimates represent the best, most reasonable estimate given the data available to us at the time the estimates are made. Certain third-party payor contracts include a Medicare Part D payment related to pharmacy claims, which is subject to risk sharing through accepted risk corridor provisions. Under certain agreements the fund risk allocation is established whereby we, as the contracted provider, receive only a portion of the risk and the associated surplus or deficit. We estimate and recognize an adjustment to medical expenses for Part D claims related to these risk corridor provisions based upon pharmacy claims experience to date, as if the annual risk contract were to terminate at the end of the reporting period. We assess the profitability of our capitation arrangements to identify contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future revenues, a premium deficiency reserve is recognized. No premium deficiency reserves were recorded as of December 31, 2022 or December 31, 2021. Accounts Receivable Accounts receivable are carried at the amounts the Company deems collectible. Accordingly, an allowance is provided based on credit losses expected over the contractual term. This allowance is netted against the receivable balance with the loss being recognized within general and administrative expenses in the consolidated statements of operations. Accounts receivables are written off when they are deemed uncollectible. As of December 31, 2022 and 2021, the Company's provision for credit losses was $ 1.2 million and $ 0 , respectively. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions are in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. Composition of the Company's revenues and accounts receivable balances for the payors comprising 10% or more of revenue was as follows: Total Revenue Years Ended December 31, 2022 2021 Payor A 29 % 48 % Payor B 18 % n/a Payor C 18 % n/a Payor D 14 % n/a Payor E 14 % n/a Accounts Receivable, net Years Ended December 31, 2022 2021 Payor A 13 % 27 % Payor B 11 % n/a Payor C 13 % n/a Payor D 13 % n/a Payor E 6 % n/a Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1 - defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. • Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. • Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Instruments We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, Distinguishing Liabilities from Equity , and ASC 815-15, Derivatives and Hedging - Embedded Derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued common stock warrants in connection with our initial public offering and private placements, which are recognized as derivative liabilities in accordance with ASC 815-40, Contracts in Entity's Own Equity . Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Placement warrants issued has been estimated using Monte Carlo simulations at each measurement date. Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price consideration of an acquired business over the fair value of the underlying net tangible and intangible assets acquired. We test goodwill for impairment at least annually on December 31 st or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. These events or circumstances would include a significant change in the business climate, legal factors, operating performance indicators, competition, sale, disposition of a significant portion of the business or other factors. ASC 350, Intangibles—Goodwill and Other , allows entities to first use a qualitative approach to test goodwill for impairment by determining whether it is more likely than not (a likelihood of greater than 50%) that the fair value of a reporting unit is less than its carrying value. If the qualitative assessment supports that it is more likely than not that the fair value of the asset exceeds its carrying value, a quantitative impairment test is not required. If the qualitative assessment does not support the fair value of the asset the Company will perform the quantitative goodwill impairment test, in which we compare the fair value of the reporting unit, that we primarily determine using an income approach based on the present value of expected future cash flows or market approach, to the respective carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, then goodwill is not considered impaired. If the carrying value is higher than the fair value, the difference would be recognized as an impairment loss. Goodwill impairment testing involves judgment, including the identification of reporting units, qualitative evaluation of facts and circumstances to determine if it is more likely than not that an impairment exists, and, if necessary, the estimation of the fair value of the applicable reporting unit. In determining the fair value of our single reporting unit we use market and income-based approaches. We have used our internal forecasts to estimate future cash flows, which we believe are consistent with those of a market participant. Actual results may differ materially from those used in our forecasts. We have used discount rates that are commensurate with the risks and uncertainty inherent in our reporting unit and in our internally-developed forecasts. We performed annual impairment testing as of December 31, 2022 and recognized goodwill impairment charges of $ 70.0 million, driven by the reduction of the market value of our stock price in December 2022. The Company does not have indefinite-lived intangibles. Our definite-lived intangibles primarily consist of risk-based contracts and provider networks. Risk contracts and provider networks represent the estimated values of customer relationships or provider networks, respectively, of acquired businesses and have definite lives. We amortize our intangibles on a straight-line basis over their estimated useful lives ranging from two to eleven years , except for certain risk contracts, which are amortized using the accelerated method. The determination of fair values and useful lives requires us to make significant estimates and assumptions. These estimates include, but are not limited to, future expected cash flows from acquired capitation arrangements from a market participant perspective, patient attrition rates, discount rates, and costs and years to replicate acquired provider networks. Refer to Note 5, Goodwill and Other Intangible Assets , for further information. Property and Equipment Property and equipment is recorded at cost, net of accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred. Depreciation is calculated using a straight-line method over the estimated useful life of each class of depreciable asset. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any expected renewal options or the estimated life of the assets. A summary of estimated useful lives is as follows: Leasehold Improvements Lesser of lease term or asset life Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 1 to 5 Years Impairment of Long-lived Assets Long-lived assets, such as prepaid warrants, property and equipment, right-of-use assets and definite-lived intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the use and eventual disposition of the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value. The evaluation of long-lived assets is performed at the lowest level of identifiable cash flows. The determination of the fair value of the asset group requires management to estimate a number of factors including anticipated future undiscounted cash flows. Although we believe these estimates are reasonable, actual results could differ from those estimates due to uncertainty in the estimates being used. Debt The Company records debt in the consolidated balance sheets at carrying value, net of unamortized discounts and debt issuance costs. The Company incurs specific incremental costs, other than those paid to lenders, in connection with the issuance of the Company’s debt instruments. Those deferred financing costs include loan origination costs and other direct costs payable to third parties and are recorded as a direct deduction from the carrying value of the associated debt liability in the consolidated balance sheets when the debt is drawn. The Company amortizes the deferred financing costs as interest expense over the term of the related debt using the effective interest method in the consolidated statements of operations. Leases The Company leases primarily operating facilities, office space, vehicles and IT equipment, which are accounted for as operating leases. These leases generally have lease terms from two years to twenty years , inclusive of renewal or termination options that the Company is reasonably certain to exercise. The Company determines if an arrangement is a lease at inception and evaluates the lease classification (i.e., operating lease or financing lease) at that time. Lease arrangements with an initial term of 12 months or less are considered short-term leases. The Company recognizes lease expense for short-term leases on a straight-line basis over the term of the lease. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current portion of operating lease liabilities and long-term operating lease liabilities on the Company’s consolidated balance sheets. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date at cost, which comprises the initial amount of the associated lease liabilities, adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives, such as tenant allowances. The Company has no material financing leases. Operating lease expense primarily represents fixed lease payments for operating leases recognized on a straight-line basis over the applicable lease term. Variable lease expense represents the payment of real estate taxes, insurance, and common area maintenance. The payment of variable real estate taxes, insurance and common area maintenance is generally based on the Company’s pro-rata share of the total property, a portion of which is leased by the Company. The Company uses its incremental borrowing rate on the commencement date for determining the present value of lease payments. The Company considers the likelihood of exercising options to extend or terminate the lease when determining the lease term. In addition, where applicable, the Company includes rent escalation provisions into the calculation of the expected lease payments. The Company has lease agreements with lease and non-lease components. The Company has elected the package of practical expedients, which, among other things, allows us to account for the lease and non-lease components as a single lease component for all leases. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes ("ASC 740"). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Stock-Based Compensation Expense The Company periodically issues Restricted Stock Units ("RSUs"), Performance Share Units ("PSUs"), and Stock Options ("Options") as share-based compensation to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on FASB ASC 718, Compensation – Stock Compensation ("ASC 718"), whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting . Measurement of share-based payment transactions with non-employees are recognized as compensation expense in the financial statements based on their fair values at grant date. That expense is recognized over the period during which a non-employee or consultant is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The fair value of the Company’s Options and PSUs are estimated using the Black-Scholes-Merton Option Pricing model and a Monte Carlo simulation, respectively, which use certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or stock, and future dividends. The assumptions used in the Black-Scholes Merton Option Pricing model and Monte Carlo Simulation could materially affect compensation expense recorded in future periods. The assumptions used in the model and related impact are discussed in Note 8, Stockholders' Equity . The fair value of the Company’s RSUs are estimated using the market value of the underlying common stock on the grant date. The Company has elected to account for any forfeitures in the period that they occur. Any awards modified are accounted for in the periods of the modification and in accordance with ASC 718. The Company recognizes the fair value of stock-based compensation within its statements of operations. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted- average number of shares of common stock outstanding during the period. The Company follows the provisions of ASC 260, Earnings Per Share, for determining whether contingently issuable shares are included for purposes of calculating net income (loss) per share and determining whether instruments granted in equity-based compensation arrangements are participating securities for purposes of calculating net income (loss) per share. See Note 10, Net Income (Loss) Per Share. Accounting Pronouncements The Company elected to defer compliance with ASC Topic 842, Leases ("ASC 842"), consistent with the 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 adoption of ASC 842 was applicable for the Company for the annual reporting period beginning January 1, 2022 , and interim reporting periods within the annual reporting period beginning after December 15, 2022. The Company elected to adopt practical expedients which permits it to not reassess its prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company elected to combine lease and non-lease components for all lease contracts and also elected not to recognize ROU assets and lease liabilities for leases with terms of 12 months or less. The Company did not elect the hindsight practical expedient, which would have allowed the Company to revisit key assumptions, such as lease term, that were made when the lease was originally entered. We have implemented ASC 842 effective January 1, 2022, using the modified retrospective approach, which allows entities

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2022
Business Combinations [Abstract]
Acquisitions	NOTE 3. ACQUISITIONS 2022 Acquisitions Steward Acquisition On November 10, 2022, the Company completed its previously announced acquisition, pursuant to the 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 (“Merger Sub I”), (iii) Sparta Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub II”), (iv) Sparta Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub III” and, together with Merger Sub I and Merger Sub II, “Merger Subs” and each a “Merger Sub”), (v) Sparta Merger Sub I LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger LLC I”), (vi) Sparta Merger Sub II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger LLC II”), (vii) Sparta Merger Sub III LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger LLC III” and, together with Merger LLC I and Merger LLC II, “Merger LLCs” and each a “Merger LLC”), (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. (n/k/a Steward National Care Network, LLC, “SNCN”), Steward Integrated Care Network, Inc., and Steward Accountable Care Network, Inc. (n/k/a as Steward Accountable Care Network, LLC, “SACN”), 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 acquired Steward Value-Based Care (such transaction, the “Steward Acquisition”). The aggregate consideration paid to the Seller under the Merger Agreement on November 10, 2022, the date of the closing of the Steward Acquisition (the “Steward Closing”), consisted of (i) a cash payment of $ 25.0 million, subject to customary adjustments (ii) 23,500,000 shares (the “Initial Share Consideration”), subject to adjustments, of the Company’s Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”) and (iii) a cash payment of $ 35.5 million, an amount equal to the value of the Targets’ accounts receivable attributable to Medicare value-based payments for the period between January 1, 2022 and the Steward Closing, minus the amount of such payments payable to the affiliate physicians of the Targets (the “Financed Net Pre-Closing Medicare AR”). In addition, the Merger Agreement provides that, following the Steward Closing, upon 100,000 Medicare lives from and/or attributable to the Seller Parties’ Medicare network participating in risk-based, value-based care arrangements contracted through the Company with a Medical Expense Ratio of less than 85 % for two consecutive calendar quarters, the Company will issue the Seller, for immediate distribution to its equity holders, a number of shares of Class A Common Stock (the “Earnout Share Consideration” and together with the Initial Share Consideration, the “Share Consideration”) that, when added to the Initial Share Consideration, would have represented 41 % of the issued and outstanding shares of the Company’s Class A Common Stock as of the Steward Closing, in each case after giving effect to issuances of Class A Common Stock between the Steward Closing and June 30, 2023 in connection with the exercise of warrants to purchase Class A Common Stock outstanding as of the Steward Closing, the potential earnout under the Company’s June 2021 Business Combination and any forfeitures, surrenders or other dispositions to the Company of Class A Common Stock outstanding as of the Steward Closing. If not previously issued, the Earnout Share Consideration will also be issuable upon a Change in Control (as defined in the Merger Agreement) of the Company. The following summarizes the consideration transferred at the closing of the Steward Acquisition ( in thousands ): Cash consideration $ 25,000 Initial Share Consideration (1) 134,420 Earnout Share Consideration (2) 212,355 Other consideration, net (3) 27,219 Total Steward Acquisition consideration $ 398,994 (1) Represents issuance of 23.5 million shares of Class A Common Stock of the Company using the closing price as of the Steward Closing of $ 5.72 per share. (2) Calculated as the 37.5 million shares of Class A Common Stock the Company estimates that it will be obligated to issue to the Seller Parties upon achievement of certain milestones as Earnout Share Consideration, multiplied by CareMax's closing stock price as of the Steward Closing of $ 5.72 per share and the estimated probability of payout of 99 %. (3) Represents funding of the Financed Net Pre-Closing Medicare AR of $ 35.5 million, offset by the Sellers' reimbursement to the Company of the interest and original issue discount of $ 6.8 million related to the Loan and Security Agreement (as defined in Note 7 of these consolidated financial statements) and by non-cash purchase price adjustment of $ 1.5 million. The acquired assets and assumed liabilities of Steward Value-Based Care were recorded at their estimated fair values. The purchase price allocation for the Steward Acquisition has not been finalized as of December 31, 2022 and is based upon the best available information at the current time. The purchase price allocation will be finalized following the settlement of the 2022 MSSP Accounts Receivable, expected to take place during the fourth quarter of 2023. The following table summarizes the consideration paid and the preliminary fair value of the assets acquired and liabilities assumed as of closing ( in thousands ): Accounts receivable $ 43,060 Other working capital adjustments ( 21,584 ) Distribution liabilities ( 7,032 ) Intangible asset - Risk contracts 37,500 Intangible asset - Provider network 42,900 Net Assets Acquired (a) 94,844 Purchase Consideration (b) 398,994 Goodwill (b) - (a) $ 304,150 The goodwill recorded as part of the acquisition included the expected synergies and other expected contribution to the Company's overall growth strategy. None of the goodwill recognized as part of the Steward Acquisition is deductible for income tax purposes. Refer to Note 5, Goodwill and Other Intangible Assets , for additional information. Operating results of Steward Value-Based Care from the date of the Steward Closing, consisting of other revenue of $ 7.0 million and cost of care of $ 1.1 million, are included in the consolidated statement of operations of the Company for the year ended December 31, 2022. Transaction Costs The Company incurred $ 13.2 million for the year ended December 31, 2022, in advisory, legal, accounting and management fees in conjunction with the Steward Acquisition, which are included in acquisition related costs in the consolidated statements of operations. As of December 31, 2022, we have accrued $ 5.0 million, payment of which is contingent upon the Company's issuance of the Earnout Share Consideration to the Seller Parties. Unaudited Pro Forma Information The financial information in the table below summarizes the combined results of operations of the Company and Steward Value-Based Care, on a pro forma basis, as if the acquisition occurred on January 1, 2021. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021 or of results that may occur in the future. Years Ended December 31, ( in thousands ) 2022 2021 Revenue $ 669,319 $ 364,026 Net income (loss) ( 34,315 ) 3,853 These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. The pro forma results include adjustments primarily related to the purchase accounting. Acquisition costs and other non-recurring charges incurred are included in the earliest period presented. Other Acquisitions During the year ended December 31, 2022, we a cquired a number of medical practices for total consideration of $ 3.3 million and recognized related goodwill in the amount of $ 2.9 million and intangible assets of $ 0.4 million. 2021 Acquisitions Acquisition of IMC On June 8, 2021, the Company acquired 100 % of the equity interests of IMC for total purchase consideration of $ 369.7 million, subject to final closing adjustments. The purchase consideration was comprised of the following ( in thousands ): Cash consideration (1) $ 172,302 Share consideration (2) 155,347 Contingent consideration (3) 40,785 Other consideration (4) 1,271 Total consideration $ 369,705 (1) Represents cash consideration inclusive of the payment of $ 79.8 million of IMC debt simultaneous with the Closing and the reimbursement of IMC Parent's transaction costs of $ 7.3 million. (2) Represents the issuance of 10,412,023 shares of Class A Common Stock, which shares were issued at a reference price of $ 10.00 per share, but the value of which was $ 14.92 per share, the closing price on the date of the IMC Acquisition. (3) Represents the fair value of equity-classified contingent consideration. (4) Represents the fair value of cash and equity purchase consideration held in escrow pending the finalization of final closing adjustments. The IMC Acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired recorded at their estimated fair values as of the acquisition date. The following table summarizes the purchase consideration and the fair value of the assets acquired and liabilities assumed, as recorded as of December 31, 2021 ( in thousands ): Cash $ 14,842 Accounts receivable 21,298 Other current assets 1,446 Property and equipment 6,198 Intangible assets 34,121 Other assets 448 Accounts payable and accrued expenses ( 8,793 ) Long term debt ( 197 ) Other long term liabilities ( 1,898 ) Net assets acquired 67,465 Excess of consideration over net assets acquired 302,240 Total consideration $ 369,705 Goodwill was recognized as the amount of consideration transferred in excess of the fair value of net assets acquired. The goodwill generated is attributable to the assembled workforce and the expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The goodwill recognized that is expected to be deductible for income tax purposes is approximately $ 80.0 million. The fair value associated with definite-lived intangible assets was $ 34.1 million, comprised of $ 33.9 million in risk contracts and $ 263,000 in trademarks. The definite-lived intangible assets will be amortized ranging from one to six years . The Company’s net revenue and loss before income taxes for the year ended December 31, 2021 included revenues of $ 148.0 million and net income before taxes of $ 4.1 million related to IMC. No material measurement period adjustments related to the acquisition of IMC were identified during the years ended December 31, 2022 and 2021. Refer to Note 5, Goodwill and Other Intangible Assets , for a summary of measurement period adjustments. Acquisition of SMA Entities On June 18, 2021, the Company completed the acquisition of 100 % of the issued and outstanding equity interests of Senior Medical Associates, LLC, a Florida limited liability company (“SMA”), and Stallion Medical Management, LLC, a Florida limited liability company (“the SMA Acquisition”). The purchase consideration was comprised of the following ( in thousands ): Cash consideration (1) $ 52,000 Share consideration (2) 5,027 Total consideration $ 57,027 (1) Represents cash consideration of $ 52.0 million inclusive of $ 2.5 million held in escrow and $ 145,000 in SMA seller transaction cost. (2) Represents equity consideration of 384,615 shares of Class A Common Stock valued at $ 5.0 million based on the June 18, 2021 closing price of $ 13.07 . The SMA Acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired and liabilities assumed recorded at their estimated fair values as of the acquisition date. The following table summarizes the purchase consideration and the fair value of the assets acquired and liabilities assumed, as recorded as of December 31, 2021 ( in thousands ): Cash $ 73 Accounts receivable 1,830 Property and equipment 178 Intangible assets 9,404 Other assets 29 Accounts payable and accrued expenses ( 178 ) Net assets acquired 11,336 Excess of consideration over net assets acquired 45,691 Total consideration $ 57,027 Goodwill was recognized as the amount of consideration transferred in excess of the fair value of net assets acquired. The goodwill is primarily attributed to our assembled workforce, the expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The goodwill recognized that is expected to be deductible for income tax purposes is approximately $ 45.0 million. The Company incurred and expensed acquisition-related transaction costs of $ 682,000 related to the SMA Acquisition that were paid by the Company. The fair value associated with definite-lived intangible assets was $ 9.4 million, comprised of $ 8.7 million in risk contracts, $ 622,000 in non-compete agreements and $ 92,000 in tradenames. The definite-lived intangible assets will be amortized over periods ranging from one to six years . The Company’s net revenue and loss before income taxes for the year ended December 31, 2021 included revenues of $ 12.0 million and net income before taxes of $ 564,000 related to SMA. No material measurement period adjustments related to the acquisition of SMA were identified during the years ended December 31, 2022 and 2021. Refer to Note 5, Goodwill and Other Intangible Assets , for a summary of measurement period adjustments. Acquisition of DNF On September 1, 2021, the Company acquired 100 % of the assets of Unlimited Medical Services of Florida, LLC, a Florida limited liability company, dba DNF Medical Centers ("DNF"), for total purchase consideration of $ 114.2 million (the "DNF Acquisition"). The purchase consideration was comprised of the following ( in thousands ): Cash consideration (1) $ 88,118 Share consideration (2) 26,072 Total consideration $ 114,190 (1) Represents cash consideration of $ 88.1 million inclusive of $ 11.0 million held in escrow and $ 242,000 in DNF seller transaction costs. (2) Represents equity consideration of 2,741,528 shares of Class A Common Stock valued at $ 26.1 million based on the September 1, 2021 closing price of $ 9.51 . The DNF Acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired recorded at their estimated fair values as of the acquisition date. The following table summarizes the purchase consideration and the fair value of the assets acquired and liabilities assumed, as recorded as of December 31, 2021 ( in thousands ): Accounts receivable $ 3,732 Property and equipment 3,520 Intangible assets 15,329 Other assets 65 Net assets acquired 22,646 Excess of consideration over net assets acquired 91,544 Total consideration $ 114,190 Goodwill was recognized as the amount of consideration transferred in excess of the fair value of net assets acquired. The goodwill generated is attributable to the assembled workforce and the expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The goodwill recognized that is expected to be deductible for income tax purposes is approximately $ 90.0 million. The Company incurred and expensed acquisition-related transaction costs of $ 1,247,000 related to the DNF Acquisition that were paid by the Company. The fair value associated with definite-lived intangible assets was $ 15.3 million, comprised of $ 13.2 million in risk contracts, $ 1.5 million in non-compete agreements, and $ 638,000 in trademarks. The definite-lived intangible assets will be amortized ranging from one to six years . The Company’s net revenues and loss before income taxes for the year ended December 31, 2021 included revenue of $ 19.5 million and net loss before income taxes of $ 687,000 related to DNF. No material measurement period adjustments related to the acquisition of DNF were identified during the years ended December 31, 2022 and 2021. Refer to Note 5, Goodwill and Other Intangible Assets , for a summary of measurement period adjustments. Acquisition of Advantis On December 22, 2021, the Company acquired 100 % of the assets of Advantis Physician Alliance, LLC, dba Advantis Medical Centers ("Advantis") for total purchase consideration of $ 11.0 million (the "Advantis Acquisition"). The purchase consideration was comprised of the following ( in thousands ): Cash consideration (1) $ 9,865 Share consideration (2) 1,107 Total consideration $ 10,972 (1) Represents cash consideration of $ 9.9 million inclusive of $ 900,000 held in escrow and $ 60,000 in Advantis seller transaction costs. (2) Represents equity consideration of 145,883 shares of Class A Common Stock valued at $ 1.1 million based on the December 22, 2021 closing price of $ 7.59 . The Advantis Acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired recorded at their estimated fair values as of the acquisition date. The following table summarizes the purchase consideration and the fair value of the assets acquired and liabilities assumed, as recorded as of December 31, 2021 ( in thousands ): Accounts receivable $ 242 Property and equipment 18 Intangible assets 1,064 Other assets 20 Net assets acquired 1,344 Excess of consideration over net assets acquired 9,628 Total consideration $ 10,972 Goodwill was recognized as the amount of consideration transferred in excess of the fair value of net assets acquired. The goodwill generated is attributable to the assembled workforce and the expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The goodwill recognized that is expected to be deductible for income tax purposes is approximately $ 9.5 million. The Company incurred and expensed acquisition-related transaction costs of $ 671,000 related to the Advantis Acquisition that were paid by the Company. The fair value associated with definite-lived intangible assets was $ 1.1 million, comprised of $ 345,000 in risk contracts, $ 544,000 in non-compete agreements, and $ 176,000 in trademarks. The definite-lived intangible assets will be amortized ranging from one to six years . As the acquisition was consummated on December 22, 2021, Advantis did not materially contribute net revenues or net income before income taxes during the year ended December 31, 2021. No material measurement period adjustments related to the acquisition of Advantis were identified during the years ended December 31, 2022 and 2021. Refer to Note 5, Goodwill and Other Intangible Assets , for a summary of measurement period adjustments. Acquisition of Business Intelligence & Analytics LLC ("BIX") On December 22, 2021, the Company acquired 100 % of the assets of Business Intelligence & Analytics LLC ("BIX") for total purchase consideration of $ 5.1 million, subject to final closing adjustments (the "BIX Acquisition"). The purchase consideration was comprised of the following ( in thousands ): Cash consideration (1) $ 4,000 Share consideration (2) 1,124 Total consideration $ 5,124 (1) Represents cash consideration of $ 4.0 million. (2) Represents equity consideration of 148,104 shares of Class A Common Stock valued at $ 1.1 million based on the December 22, 2021 closing price of $ 7.59 . The BIX Acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired recorded at their estimated fair values as of the acquisition date. The following table summarizes the purchase consideration and the fair value of the assets acquired and liabilities assumed, as recorded as of December 31, 2021 ( in thousands ): Intangible assets $ 289 Net assets acquired 289 Excess of consideration over net assets acquired 4,835 Total consideration $ 5,124 Goodwill was recognized as the amount of consideration transferred in excess of the fair value of net assets acquired. The goodwill generated is attributable to the assembled workforce and the expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The amount allocated to goodwill and intangible assets is subject to final adjustment to reflect the final valuations. The goodwill recognized that is expected to be deductible for income tax purposes is approximately $ 5.0 million. The Company did no t incur or expense material acquisition-related transaction costs that were paid by the Company. The fair value associated with definite-lived intangible assets was $ 289,000 , comprised of $ 235,000 in patents/developed technology, $ 3,000 in trademarks, and $ 35,000 in non-compete agreements. The definite-lived intangible assets will be amortized ranging from one to five years . $ 16,000 in In-Process Research and Development was classified as an indefinite lived intangible asset. As the BIX Acquisition was consummated on December 22, 2021, BIX did not materially contribute net revenues or net income before income taxes for the year ended December 31, 2021. No material measurement period adjustments related to the acquisition of BIX were identified during the year ended December 31, 2022. Refer to Note 5, Goodwill and Other Intangible Assets , for a summary of measurement period adjustments. Other Acquisitions During the year ended December 31, 2021, we acquired 100 % of three additional businesses. The acquisitions were accounted for as business combinations and the overall impact to our consolidated financial statements was not considered to be material. The fair value associated with definite-lived intangible assets from the acquisitions was $ 1.4 million. On a combined basis, the Company incurred and expensed acquisition-related transaction costs of $ 250,000 related to the acquisitions that were paid for by the Company. The total fair value of consideration paid or payable for these three acquisitions was $ 3.7 million. No material measurement period adjustments related to these acquisitions were identified during the year ended December 31, 2022. Refer to Note 5, Goodwill and Other Intangible Assets , for a summary of measurement period adjustments.

Reinsurance

Reinsurance	12 Months Ended
	Dec. 31, 2022
Reinsurance Disclosures [Abstract]
Reinsurance	OTE 4. REINSURANCE The Company has purchased stop loss insurance on catastrophic costs to limit the exposure on patient losses. Premiums and policy recoveries are reported in external provider costs in the accompanying consolidated statements of operations. The intent of the Company’s stop loss coverage is to limit the benefits paid for any individual patient. The Company’s stop loss limits are defined within each respective health plan contract or other third party contract and range typically from $ 30,000 to $ 200,000 per patient per year. Premium expense incurred was $ 19.4 million for the year ended December 31, 2022 and $ 10.9 million for the year ended December 31, 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 or other third parties are unable to fulfill their obligations under stop loss contractual terms. Recoveries recognized were $ 27.8 million for the year ended December 31, 2022 and $ 14.7 million for the year ended December 31, 2021, respectively. Estimated recoveries under stop loss policies are reported within the capitation receivable or amounts due health plans as the counterparty responsible for the payment of the claims and the stop loss is the respective health plan.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	NOTE 5. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table shows changes in the carrying amount of goodwill from December 31, 2020 to December 31, 2022 ( in thousands ): Carrying Amount Balance at December 31, 2020 $ 10,068 Goodwill acquired 454,498 Balance at December 31, 2021 464,566 Goodwill acquired 307,062 Measurement period adjustments and other ( 985 ) Impairment ( 70,000 ) Balance at December 31, 2022 $ 700,643 During the year ended December 31, 2022, we recognized goodwill impairment of $ 70.0 million, driven by the reduction of the market value of our stock price in December 2022. The Company's cumulative goodwill impairment was $ 70.0 million and $ 0 million as of December 31, 2022 and 2021, respectively. Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of intangible assets by major class ( in thousands ): Gross Carrying Accumulated Net Book Weighted-Average December 31, 2022 Risk contracts $ 102,070 $ ( 24,217 ) $ 77,853 8 Provider Network 42,900 ( 851 ) 42,049 7 Non-compete agreements 4,170 ( 1,518 ) 2,652 5 Trademarks 1,862 ( 1,352 ) 510 2 Other 693 ( 171 ) 522 5 Total $ 151,695 $ ( 28,109 ) $ 123,585 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 $ 16.8 million and $ 10.4 million for the year ended December 31, 2022 and 2021, respectively. The estimated amortization for the intangible assets for each of the succeeding five years and thereafter was as follows ( in thousands ): Year Amount 2023 21,406 2024 19,422 2025 17,871 2026 16,451 2027 12,905 Thereafter 35,530 Total 123,585

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Leasehold improvements $ 10,661 $ 7,516 Vehicles 3,743 3,711 Furniture and equipment 8,871 5,470 Software 3,725 2,950 Construction in progress 4,621 2,254 Total 31,620 21,902 Less: Accumulated depreciation ( 10,614 ) ( 5,909 ) Total Property and equipment, net $ 21,006 $ 15,993 Construction in progress consisted of leasehold improvements at the Company's centers, which have not opened as of December 31, 2022. Depreciation expense totaled $ 4.9 million and $ 2.8 million for the year ended December 31, 2022 and 2021, respectively.

Debt and Related Party Debt

Debt and Related Party Debt	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Debt and Related Party Debt	NOTE 7. DEBT AND RELATED PARTY DEBT Credit Agreement 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 the 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 and recognized related debt extinguishment losses of $ 6.2 million. In November 2022, the Company drew $ 45 million of the Delayed Draw Term Loans. Based on the elections made by the Company, as of December 31, 2022, borrowings under the Credit Agreement bore interest of Term SOFR (calculated as the Secured Overnight Financing Rate published on the Federal Reserve Bank of New York’s website, plus the applicable credit spread adjustment based on the elected interest period), 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. As a result of this election, the cash interest component of the applicable margin increased by 0.50 %. Amortization payments under the Credit Agreement are payable in quarterly installments, commencing at the end of the quarter of the second anniversary of the closing of the Credit Agreement, in amounts equal to 0.25 % of the aggregate outstanding principal amount of Initial Term Loans and 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. Loan and Security Agreement - Related Party Debt In November 2022, the Company entered into a Loan and Security Agreement (the “Loan and Security Agreement”), by and among Merger Sub I, Merger Sub II, Merger LLC I, Merger LLC II (together with Merger LLC I, the “Guarantors”), SACN and SNCN, as borrowers (the “Borrowers”), CAJ Lending LLC (“CAJ”) and Deerfield Partners L.P., as lenders (the “Lenders”), and CAJ, as administrative agent and collateral agent (in such capacity, the “Agent”). Mr. Carlos A. de Solo, a director of the Company and the Company’s President and Chief Executive Officer, Mr. Alberto de Solo, the Company’s Executive Vice President and Chief Operating Officer, and Mr. Joseph N. De Vera, the Company’s Senior Vice President and Legal Counsel, have interests in CAJ. Pursuant to the Loan and Security Agreement, the Lenders provided the Borrowers a term loan (the “Term Loan”) in the aggregate principal amount of approximately $ 35.5 million. The Company used the proceeds of the Term Loan to fund the Financed Net Pre-Closing Medicare AR acquired in connection with the Steward Acquisition. The Term Loan bears fixed interest of 12.0 % per annum. In addition, the Borrowers paid a facility fee equal to 3.0 % of the aggregate principal amount of the Term Loan, which was accounted for as a debt discount. Any additional interest (if applicable) accrued and owing during the term of the Loan and Security Agreement will be paid in-kind and capitalized to principal monthly in arrears. From and after the occurrence and during the continuance of an event of default, the Term Loan will bear interest at a rate equal to 4.0 % above the interest rate applicable immediately prior to the occurrence of the event of default. If Mr. Carlos de Solo is no longer serving as the Chief Executive Officer of the Company under certain circumstances and, following a request from CAJ, the Borrowers are unable to refinance the portion of the Term Loan advanced by CAJ, then the interest rate applicable to such portion may be increased by 5.0 %. Pursuant to the Merger Agreement, the Seller has agreed to pay the costs of financing the Financed Net Pre-Closing Medicare AR and, at the Steward Closing, paid to the Borrowers $ 6.8 million, representing all scheduled payments of interest and fees from the Steward Closing Date up to and including November 30, 2023, which amount was then paid in advance by the Borrowers to the Lenders. The Loan and Security Agreement matures on the earlier of November 30, 2023, or three business days after the Borrowers receive payment for the Financed Net Pre-Closing Medicare AR from the federal government. The Term Loan may be prepaid, in whole or in part, without penalty or premium. The Loan and Security Agreement contains customary representations, warranties, affirmative covenants, negative covenants and events of default. The Loan and Security Agreement is secured by the Borrowers’ rights in the Medicare Shared Savings Receivables (as defined in the Loan and Security Agreement) and any and all proceeds thereof. The Loan and Security Agreement is subordinated in right of payment to the Credit Agreement. Elevance Health 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 . This borrowing bears fixed interest of 6.25 % per annum. Deb t consisted of the following ( in thousands ): As of December 31, 2022 2021 Indebtedness under the Credit Agreement $ 240,277 $ 121,875 Indebtedness under the Loan and Security Agreement - Related party debt 35,510 - Other 1,657 65 Less: Unamortized discounts and debt issuance costs ( 16,188 ) ( 4,704 ) 261,256 117,236 Less: Current portion ( 30,530 ) ( 6,275 ) Long-term portion $ 230,725 $ 110,960 Future maturities of debt outstanding at December 31, 2022 were as follows ( in thousands ): Year Amount 2023 $ 35,763 2024 1,660 2025 2,599 2026 2,591 2027 2,576 Thereafter 232,255 Total $ 277,444 As of December 31, 2022, we were in compliance, in all material respects, with all covenants under our credit facilities.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NOTE 8. STOCKHOLDERS’ EQUITY The consolidated statements of changes in equity reflect the Reverse Recapitalization discussed in Note 2, Summary of Significant Accounting Policies . As CMG was deemed the accounting acquirer in the Reverse Recapitalization with DFHT, all periods prior to the consummation of the Business Combination reflect the balances and activity of CMG. In connection with the Business Combination, the Company adopted the third amended and restated certificate of incorporation, dated June 8, 2021 (the “Amended and Restated Charter”) to, among other things, increase the total number of authorized shares of all classes of capital stock, par value of $ 0.0001 per share, to 261,000,000 shares, consisting of (i) 260,000,000 shares of common stock, including 250,000,000 shares of Class A Common Stock and 10,000,000 shares of Class B Common Stock, and (ii) 1,000,000 shares of preferred stock. In addition, 3,593,750 shares of Class B Common Stock were converted, on a one -for-one basis, into shares of Class A Common Stock , and as of December 31, 2022 or 2021, there were no shares of Class B Common Stock issued or outstanding. Also in connection with the Business Combination, (i) Deerfield Partners and the Sponsor purchased an aggregate of 10,000,000 shares of Class A Common Stock (the “Deerfield PIPE Investments”), consisting of 9,600,000 shares of Class A Common Stock purchased by Deerfield Partners and 400,000 shares of Class A Common Stock purchased by the Sponsor, for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 100.0 million and (ii) certain investors purchased an aggregate of 31,000,000 shares of Class A Common Stock (the “Third-Party PIPE Investments,” and together with the Deerfield PIPE Investments, the “PIPE Investments”), for a purchase price of $ 10.00 per share, for an aggregate purchase price of $ 310.0 million. During the year ended December 31, 2021, in connection with the acquisition of SMA, the Company issued 384,615 shares of Class A Common Stock. On July 13, 2021, the Company issued 500,000 shares of Class A Common Stock in connection with the execution of the Advisory Agreement (as defined below). In connection with the acquisition of DNF, the Company issued 2,741,528 shares of Class A Common Stock. Also, during the year ended December 31, 2022, the first tranche of contingently issuable shares totaling an aggregate of 3,200,000 shares of Class A Common Stock were issued to the CMG Sellers and IMC Parent (“Earnout Shares” described in Contingent Consideration below). On December 22, 2021, the Company issued 145,883 and 148,014 shares of Class A Common Stock in connection with the acquisitions of Advantis and BIX, respectively. During the year ended December 31, 2022, the Company issued 23.5 million shares of Class A Common Stock in connection with the Steward Acquisition. Refer to Note 3, Acquisitions , and Note 12, Related Party Transactions , for further information. Related Advisory Agreement On July 13, 2021, the Company entered into an exclusive real estate advisory agreement (the "Advisory Agreement") with Related CM Advisor, LLC (the “Advisor”), a Delaware limited liability company and a subsidiary of The Related Companies, L.P. (“Related”) (the “Advisory Agreement”), pursuant to which the Advisor has agreed to 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 718 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 year ended December 31, 2022, the Company recorded $ 7.6 million, which represents the fair value of the vested Series B Warrants, in other assets, except for the portion that represents amortization expected to be recognized during the next twelve months, which is recorded in other current assets, to reflect vesting of 1,500,000 Series B Warrant Shares. None of the Series B Warrant Shares were vested as of December 31, 2021. Refer to Note 12, Related Party Transactions , for additional information. Preferred Stock The Amended and Restated Charter authorizes the Company to issue up to 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. During the year ended December 31, 2022, the Company issued one share of Series A Preferred Stock to the Seller of Steward Value-Based Care (refer to Note 3, Acquisitions , for information about the Steward Acquisition). This share of Series A Preferred Stock has a stated par value of $ 0.0001 and has no economic rights. The holder of the outstanding share of Series A Preferred Stock is entitled to vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to the Special Matters (as defined in the Certificate of Designation of Series A Preferred Stock filed by the Company with the Secretary of State of the State of Delaware on November 10, 2022 ), and has no other voting rights. In any such vote, the share of Series A Preferred Stock will be entitled to 37,241,783 votes . The voting rights under the share of Series A Preferred Stock last until the earlier of (i) the two year anniversary of the Steward Closing and (ii) the issuance of the Earnout Share Consideration in connection with the Steward Acquisition. Redeemable Warrants - Public Warrants In July 2020, in connection with the IPO, DFHT sold 2,875,000 Public Warrants. Each whole Public Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $ 11.50 per share, subject to adjustment, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of the Business Combination , provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreements entered into at the time of the IPO, a warrant holder may exercise its Public Warrants only for a whole number of shares of Class A Common Stock. This means only a whole Public Warrant may be exercised at a given time by a warrant holder. No fractional warrants were issued upon separation of the units issued in connection with 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. 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 (including the Class A Common Stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination (except, among other limited exceptions to DFHT’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by CareMax for cash so long as they are held by the initial stockholders or their permitted transferees. With some exceptions, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Contingent Consideration - Business Combination Pursuant to the Business Combination Agreement, the CMG Sellers and IMC Parent, who received Class A Common Stock in connection with the Business Combination, became entitled to receive Contingent Consideration to be paid out in the form of Class A Common Stock. The Business Combination Agreement provided that u p to an additional 3,500,000 and 2,900,000 Earnout Shares would become payable after the Closing to the CMG sellers and IMC Parent, respectively: (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 would become 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 would become issued and paid to the former owners of CMG and IMC, respectively. If prior to (i) the satisfaction of the Share Price Triggers, and (ii) the end of the Second Earnout Period, the Company enters into a change in control transaction as described in the Business Combination Agreement, and the price per share of the Company’s Class A Common Stock payable to the stockholders of the Company in such change in control transaction is greater than the Share Price Triggers that have not been satisfied during the Earnout Period, then at closing of such change in control transaction, the Share Price Triggers would be deemed to have been satisfied and the Company shall issue, as of such closing, all of the Earnout Shares. The contingent consideration was classified as a liability for the period ended June 30, 2021. On July 9th, 2021, the volume weighted average trading price of Class A Common Stock exceeded the $ 12.50 on 20 or more days resulting in the satisfaction of the First Share Price Trigger. After the First Share Price Trigger was achieved on July 9, 2021, the estimated fair value of the Earnout Shares was recorded as an equity-classified instrument as a component of stockholders' equity, with the change in fair value from the prior reporting period recorded in earnings. Accordingly, 1,750,000 and 1,450,000 Earnout Shares were issued and paid to the CMG Sellers and IMC Parent, respectively. Contingent Consideration - Steward Acquisition Refer to Note 3, Acquisitions , for information related to the contingent Earnout Share Consideration issued in connection with the Steward Acquisition.

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	NOTE 9. 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 (B) a lesser number of shares of Class A Common Stock as determined by the Company’s board of directors or the Compensation Committee of the board of directors prior to the relevant January 1 st . Our outstanding stock-based compensation awards consist of time-based share awards (restricted stock units, or the "RSUs"), performance-based share awards (the "PSUs") and options. Our equity awards generally vest over a three-year period, subject to continued employment with the Company through the applicable vesting date. RSUs The following table summarizes the RSU activity for the year ended December 31, 2022: Number of shares Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2021 975,000 $ 7.92 Granted 2,461,140 8.24 Vested ( 460,859 ) 8.39 Forfeited ( 302,067 ) 8.16 Outstanding as of December 31, 2022 2,673,214 $ 8.11 As of December 31, 2022 , total unrecognized compensation expense related to unvested RSUs was $ 17.4 million expected to be recognized over a weighted-average expected performance period of 2.1 years. As of December 31, 2021, total unrecognized compensation expense related to unvested RSUs was $ 7.7 million and expected to be recognized over a weighted-average remaining performance period of 2.6 years. PSUs For the PSUs, which are issued to executives, the performance-based vesting will be satisfied with respect to a percentage of the recipient’s PSUs, as and when the price per share of Class A Common Stock specified is achieved, on a volume-adjusted weighted-average basis 30 days prior to July 1, 2023, the expiration of the awards, subject to the executive's continued employment with the Company through the applicable vesting date. T he following table summarizes the PSU activity for the year ended December 31, 2022: Number of shares Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2021 66,000 $ 6.05 Granted 143,163 5.56 Vested — — Forfeited — — Outstanding as of December 31, 2022 209,163 $ 5.71 As of December 31, 2022, unrecognized compensation expense related to unvested PSUs was $ 0.7 million exp ected to be recognized over the weighted-average remaining performance period of 2. 0 years. As of December 31, 2021, unrecognized compensation expense related to unvested PSUs was $ 397,000 expected to be recognized over the weighted-average remaining performance period of 1.7 years. The fair-value of the PSUs was determined on grant dates using a Monte Carlo model with the following assumptions: Years Ended December 31, 2022 2021 Underlying stock price $ 8.34 $ 9.27 Performance Period 2.00 1.70 Risk-free interest rate 2.4 % 0.4 % Volatility 55.0 % 55.0 % Dividend yield 0.0 % 0.0 % The risk-free interest rate utilized is based on a 10 -year term-matched zero-coupon U.S. Treasury security yield at the time of grant. Expected volatility is based on annualized standard deviation of daily continuously compounded returns of the Company's peer firms using the Guideline Public Companies method. Options Options provide an option to purchase a defined number of shares at a strike price of $ 10.00 per share. The following table summarizes the options activity for the year ended December 31, 2022: Number of shares Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2021 131,000 $ 5.82 Granted 286,332 6.13 Vested ( 43,767 ) 5.82 Forfeited — — Outstanding as of December 31, 2022 373,565 $ 6.06 As of December 31, 2022 , unrecognized expense related to unvested options was $ 1.7 million and was expected to be recognized over a weighted-average expected performance period of 2.1 years. As of December 31, 2021, unrecognized compensation expense related to unvested options was $ 764,000 and was expected to be recognized over the weighted-average remaining performance period of 2.6 years. The fair-value of options was determined on grant dates using a Black-Scholes-Merton Option Pricing model with the following assumptions: Years Ended December 31, 2022 2021 Underlying stock price $ 8.34 $ 9.27 Performance Period 2.00 0.80 Risk-free interest rate 2.4 % 1.6 % Volatility 65.5 % 54.7 % Dividend yield 0.0 % 0.0 % The risk-free interest rate utilized is based on an interpolated term-matched zero-coupon U.S. Treasury security yield at the time of grant. Expected volatility is based on annualized standard deviation of daily continuously compounded returns of the Company's peer firms using the Guideline Public Companies method. The Company has recorded stock-based compensation expense totaling $ 10.3 million and $ 1.3 million for the years ended December 31, 2022 and 2021, respectively.

Net Income (Loss) Per Share

Net Income (Loss) Per Share	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Net Income (Loss) Per Share	NOTE 10. NET INCOME (LOSS) PER SHARE The following table sets forth the calculation of basic and diluted net income (loss) per share for the periods indicated based on the weighted-average number of common share outstanding during the period subsequent to the Business Combination ( in thousands, except share and per share data ): Years Ended December 31, 2022 2021 Net income (loss) attributable to CareMax, Inc. class A common stockholders $ ( 37,796 ) $ ( 6,675 ) Weighted-average basic shares outstanding 90,799,308 52,620,980 Weighted-average diluted shares outstanding 90,799,308 52,620,980 Net income (loss) per share Basic $ ( 0.42 ) $ ( 0.13 ) Diluted $ ( 0.42 ) $ ( 0.13 ) The following potentially dilutive outstanding securities were excluded from the computation of diluted net income (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: Years Ended December 31, 2022 2021 Series A and Series B Warrants 8,000,000 8,000,000 Public and Private Placement Warrants 5,791,652 5,791,652 Earnout Shares 40,700,000 3,200,000 Unvested restricted stock units 2,673,214 975,000 Unvested performance stock units (assumes 100 % target payout) 209,163 66,000 Unvested options 373,565 131,000 Total 57,747,594 18,163,652

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 11. FAIR VALUE MEASUREMENTS Financial Instruments that are Measured at Fair Value on a 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 ). December 31, 2022 Carrying Value Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - Public Warrants $ 1,495 $ 1,495 $ — $ — Derivative warrant liabilities - Private Placement Warrants 2,479 — — 2,479 Contingent earnout consideration 134,561 — — 134,561 Total liabilities measured at fair value $ 138,535 $ 1,495 $ — $ 137,040 December 31, 2021 Carrying Value Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - Public Warrants $ 4,375 $ — $ — $ 4,375 Derivative warrant liabilities - Private Placement Warrants 4,000 $ — $ — $ 4,000 Liability-classified contingent consideration 875 $ — $ — $ 875 Total liabilities measured at fair value $ 9,250 $ — $ — $ 9,250 The fair value of the Public and Private Placement Warrants issued in connection with the IPO was initially measured at fair value using a Monte Carlo simulation model. The following table provides quantitative information regarding Level 3 fair value measurement inputs used in measurement of fair value of the Public and Private Placement Warrants as of the date of issuance: Exercise price $ 11.50 Underlying stock price $ 13.30 Volatility 50.9 % Expected life of the options to convert (years) 5.00 Risk-free rate 0.85 % Dividend yield 0.0 % Subsequent to the IPO, fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model each measurement date. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Subsequent to the Business Combination, fair value of Public Warrants has been measured based on the listed market price of such warrants. During the year ended December 31, 2022 and 2021, the Company recognized a benefit resulting from a decrease in the fair value of the derivative warrant liabilities of $ 4.4 million and $ 20.8 million, respectively. Fair value of contingent earnout consideration of $ 134.6 million is calculated using 37.5 million shares, which the Company estimates will be issuable to the Seller upon achievement of certain performance metrics, described in Note 3, Acquisitions , the closing price of the Company's Class A Common Stock at the time of closing of the Steward Acquisition and as of December 31, 2022 ($ 5.72 per share and $ 3.65 per share, respectively), and the 99 % probability of payout. Transfers between levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the years ended December 31, 2022 or 2021. Activity of the liabilities measured at fair value was as follows ( in thousands ): Balance as of December 31, 2020 $ - Warrants issued as part of the Business Combination 29,132 Contingent consideration issued 875 Change in fair value of warrants ( 20,757 ) Balance as of December 31, 2021 9,250 Change in fair value of derivative warrant liabilities ( 4,401 ) Payment of contingent consideration ( 875 ) Contingent consideration as part of the Steward Acquisition 210,856 Change in fair value of contingent consideration ( 76,295 ) Balance as of December 31, 2022 $ 138,535 The following table provides quantitative information regarding Level 3 fair value measurement inputs used in measurement of fair value of the Private Placement Warrants: Years Ended December 31, 2022 2021 Exercise price $ 11.50 $ 11.50 Underlying stock price $ 3.65 $ 7.68 Volatility 69.1 % 37.6 % Expected life of the options to convert (years) 3.44 4.44 Risk-free rate 4.08 % 1.17 % Dividend yield 0.0 % 0.0 % Financial Instruments that are not Measured at Fair Value on a Recurring Basis December 31, 2022 Carrying Fair Value ( in thousands ) Value Level 1 Level 2 Level 3 Liabilities Fixed rate debt (a) $ 36,498 $ — $ — $ 32,820 Floating rate debt (a) 240,277 — — 240,280 Total $ 276,775 $ — $ — $ 273,100 (a) The debt amounts above do not include the impact of debt issuance costs or discounts.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 12. RELATED PARTY TRANSACTIONS The Related Companies On July 13, 2021, the Company entered into the Advisory Agreement with the Advisor, the substance of which is described in Note 8, Stockholders' Equity . The relative fair value method was used to allocate the $ 5.0 million purchase price between the shares of Class A Common Stock and the Series A Warrants under the Subscription Agreement. The Company recorded the excess of the grant date fair value difference between the fair value of the equity and Series A Warrants at the grant date (July 13, 2021) as prepaid service contracts totaling $ 14.5 million, subject to amortization over the terms of the respective agreements. During the year ended December 31, 2022, the Company recognized $ 0 of expense related to amortization of the Series A Warrants ($ 0.2 million in 2021). During the years ended December 31, 2022 and 2021, the Company recognized vesting of 1,500,000 (related to three centers, for which the Advisor provided services under the Advisory Agreement) and zero Series B Warrant Shares, respectively, and recorded a prepaid asset of $ 7.6 million, subject to amortization over the term of the respective lease agreements as part of lease costs. Refer to Note 8, Stockholders' Equity , for additional information. Balances associated with the Series A and Series B warrants are recorded in the right-of-use assets and other assets, except for the portion that represents amortization expected to be recognized over the next twelve months, which is recorded in other current assets. The portion of Series A and Series B warrants recorded in other current assets as of December 31, 2022 and 2021 was $ 0.6 million and $ 0.9 million, respectively. In addition, during the year ended December 31, 2022 and 2021, we recorded $ 0.4 million and $ 0 , respectively, in construction in progress representing construction advisory services provided to us by Related. On July 13, 2021 the Company's board of directors (the "Board") appointed Mr. Bryan Cho, Executive Vice President of Related, to serve as a Class III director of the Company. The appointment of Mr. 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, 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. As a director of the Company, Mr. Cho will receive compensation in the same manner as the Company’s other non-employee directors. Steward Health Care System LLC In connection with closing of the Steward Acquisition, described in Note 3, Acquisitions , the Company issued 23,500,000 shares of the Company's Class A Common Stock, which at closing, resulted in the equity holders of the Seller owning approximately 21 % of the Company’s Class A Common Stock. On and effective as of November 17, 2022, the Board appointed Dr. Ralph de la Torre to serve as a Class II director of the Board. Dr. de la Torre will serve until the Company’s 2023 Annual Meeting of Stockholders and until his successor is duly elected or appointed or his earlier death, resignation or removal. The appointment of Dr. de la Torre was made in connection with that certain Investor Rights Agreement, dated November 10, 2022, by and among the Company, the Seller Parties, Dr. Michael Callum, the Executive Vice President for Physician Services and an equity holder of the Seller Parties, Medical Properties Trust, Inc., a Maryland corporation, and certain other equity holders of the Seller, which provides that Dr. de la Torre has the right to designate an individual to be nominated to serve on the Board, subject to the continuing satisfaction of certain conditions. Dr. de la Torre is the Chairman, Chief Executive Officer and principal equity holder of Steward Health Care System LLC. CAJ and Deerfield In November 2022, the Company entered into a Loan and Security Agreement, described in Note 7, Debt and Related Party Debt , whereby CAJ and Deerfield are the lenders. Mr. Carlos A. de Solo, a director of the Company and the Company’s President and Chief Executive Officer, Mr. Alberto de Solo, the Company’s Executive Vice President and Chief Operating Officer, and Mr. Joseph N. De Vera, the Company’s Senior Vice President and Legal Counsel, have interests in CAJ. Mr. Kevin Berg, who is on the Company’s Board, is a Senior Advisor with Deerfield. As a director of the Company, Mr. Berg will receive compensation in the same manner as the Company’s other non-employee directors. MSP Recovery, Inc. Ms. Beatriz Assapimonwait serves on the Company's Board. Ms. Assapimonwait also joined the board of directors of MSP Recovery, Inc. in 2022. As of December 31, 2022, the Company had accounts receivable from MSP Recovery, Inc. of $ 2.3 million. During the year ended December 31, 2022, the Company had subrogation income from MSP Recovery, Inc. of $ 0.7 million.

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	NOTE 13. LEASES The Company has entered into operating lease agreements for centers and office space expiring at various times through 2043 , inclusive of renewal options that the Company is reasonably certain to exercise. The exercise of such lease renewal options is at our sole discretion, and to the extent we are reasonably certain we will exercise a renewal option, the years related to that option are included in our determination of the lease term for purposes of classifying and measuring a given lease. Operating lease expense primarily represents fixed lease payments for operating leases recognized on a straight-line basis over the applicable lease term. Variable lease expense represents the payment of real estate taxes, insurance, maintenance and, for certain locations, additional rentals based on a percentage of sales in excess of stipulated minimums (excess rent). The payment of variable real estate taxes, insurance and maintenance is generally based on the Company’s pro-rata share of the total building square footage. Lease expense is recorded in the cost of care and corporate, general and administrative expenses in the consolidated statements of operations. ASC 842 Disclosures Lease costs were as follows ( in thousands ): Year Ended December 31, 2022 Operating lease cost $ 13,769 Variable lease cost 1,897 Short-term lease cost 1,145 Total lease cost $ 16,810 During the year ended December 31, 2022, we obtained $ 44.2 million of right-of-use assets in exchange for new operating lease liabilities and paid $ 9.4 million for amounts included in the measurement of operating lease liabilities, included in the operating cash flows from operating lease assets and liabilities in our consolidated statements of cash flows. Weighted-average of the remaining lease terms and weighted-average discount rate were as follows: December 31, 2022 Weighted average remaining lease term (years) 11 Weighted-average discount rate 6.33 % As of December 31, 2022, maturities of operating lease liabilities were as follows ( in thousands ): Year Amount 2023 $ 10,508 2024 14,522 2025 13,760 2026 12,869 2027 12,090 Thereafter 83,944 Total lease payments 147,693 Less: Present value discount ( 46,116 ) Present value of lease liabilities $ 101,577 At December 31, 2022, the Company entered into leases that have not yet commenced with aggregated estimated future lease payments of approximately $ 103.0 million, which are not included in the above table. These leases relate to properties that are being constructed by the future lessors. These leases are expected to commence throughout 2023 and 2024 , with initial lease terms ranging from 10 to 20 years. ASC 840 Disclosures Prior to adoption of ASC 842 as of January 1, 2022, the Company accounted for its lease arrangements under ASC 840, Leases , with no ROU assets or lease liabilities being reflected on the consolidated balance sheets. Therefore, the Company recognized $ 7.2 million of lease expense during the year ended December 31, 2021. Future minimum rental payments under these lease agreements, including renewal options which are considered reasonably certain of exercise, consisted of the following at December 31, 2021: Year Amount 2022 $ 10,087 2023 10,028 2024 9,715 2025 9,374 2026 8,685 Thereafter 58,763 Total lease payments $ 106,652

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 14. INCOME TAXES Prior to the Business Combination on June 8, 2021, CMG was taxed as a partnership for income tax purposes whereby the owners were subject to and liable for the income taxes on earnings of the company. As a result of the Business Combination, the tax status of CMG was changed from a partnership to a C Corporation. The components of income tax expense (benefit) were as follows ( in thousands ): Years Ended December 31, 2022 2021 Current income tax (benefit) provision Federal $ - $ - State - - Total current income tax (benefit) provision - - Deferred income tax (benefit) provision Federal ( 15,536 ) 126 State ( 4,006 ) 33 Total deferred income tax (benefit) provision ( 19,542 ) 159 The reconciliation between the effective tax rate and the statutory tax rate was as follows: Years Ended December 31, 2022 2021 Federal statutory rate 21.0 % 21.0 % State statutory rate, net of federal benefit 7.7 % 4.9 % Transaction costs ( 2.2 %) ( 14.2 %) Earnout liability adjustments 27.9 % 0.0 % Nondeductible amortization ( 17.2 %) 0.0 % PPP loan forgiveness 0.0 % 8.1 % Other ( 0.2 %) ( 0.2 %) Change in valuation allowance ( 2.9 %) ( 22.1 %) Effective tax rate 34.1 % ( 2.5 %) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets and liabilities consisted of the following ( in thousands ): Years Ended December 31, 2022 2021 Deferred tax assets: Accrued expenses $ 6,738 $ 2,257 Derivative warrant liabilities 1,053 2,219 Federal and state net operating carryforwards 24,184 15,982 Business expense limitation 11,682 6,962 Lease liabilities 27,033 - Property and equipment 312 - Total deferred tax assets 71,002 27,420 Less: Valuation allowances ( 25,793 ) ( 26,128 ) Total deferred tax assets, net 45,209 1,292 Deferred tax liabilities: Intangibles, net ( 18,524 ) ( 1,480 ) Property and equipment - ( 18 ) Prepaid expenses ( 7 ) ( 219 ) Right of use lease assets ( 28,868 ) - Total deferred tax liabilities ( 47,399 ) ( 1,717 ) Total deferred tax asset (liability), net $ ( 2,190 ) $ ( 425 ) The application of GAAP requires us to evaluate the recoverability of our net deferred income tax assets, including those associated with net operating loss ("NOL") carryforwards, and establish a valuation allowance, if necessary, to reduce our deferred income tax asset to an amount that is more likely than not to be realizable. Considerable judgment and the use of estimates are required in determining whether a valuation allowance is necessary, and if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, we consider many factors, including: the nature and character of the deferred income tax assets and liabilities; taxable income in prior carryback years, if any; future reversals of existing temporary differences; the length of time carryovers can be utilized; and any tax planning strategies we would employ to avoid a tax benefit from expiring unused. We determined that it was more likely than not that the net deferred income tax asset would not be realized. As of December 31, 2022 and 2021, the deferred tax assets were fully offset by the valuation allowance, except for a portion attributable to a “naked credit” deferred tax liability. For the year ended December 31, 2022, we decreased the income tax valuation allowance by $ 0.3 million. As of December 31, 2022 and 2021, we had federal and state tax loss carryforwards of $ 91.3 million and $ 90.7 million, and $ 60.2 million and $ 60.9 million, respectively. Federal net operating losses of $ 9.0 million, generated prior to December 31, 2017, will expire in 2037 . Federal net operating losses generated after January 1, 2018, will have an indefinite carryforward period. We anticipate approximately $ 43.9 million in losses and $ 21.9 million in business expense limitation carried over from the Business Combination with IMC on June 8, 2021 will be subject to potential Section 382 limitations. We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense (benefit) in the consolidated statements of operations. As of December 31, 2022 and 2021, we did no t have any uncertain tax positions. The Company files a federal income tax return and various state and local returns. As of December 31, 2022, all tax years from 2017 remain open to examination by Internal Revenue Service and other taxing authorities.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 15. COMMITMENTS AND CONTINGENCIES Compliance The health care industry is subject to numerous laws and regulations of federal, state, and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse 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 during the year ended December 31, 2022 or 2021 that were deemed to be material.

Variable Interest Entities

Variable Interest Entities	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entities	NOTE 16. 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. In addition, the Company has an Administrative Service Agreement (the "ASA") with Care Optical, LLC (the "Care Optical"), which provides optometry services in the state of Florida. The Company concluded that it has variable interest in the PCs and Care Optical on the basis of its ASAs which provide for a management fee payable to the Company from the PCs and Care Optical in exchange for providing management and administrative services which creates risk and a potential return to the Company. The PCs' and Care Optical's equity at risk, as defined by GAAP, is insufficient to finance their activities without additional support, and therefore, the PCs and Care Optical are considered to be VIEs. In order to determine whether the Company has a controlling financial interest in the PCs and Care Optical, and, thus, is the PCs' primary beneficiary, the Company considered whether it has (i) the power to direct the activities of PCs and Care Optical that most significantly impacts their economic performance and (ii) the obligation to absorb losses of the PCs and Care Optical or the right to receive benefits from the PCs and Care Optical that could potentially be significant to them. The Company concluded that the member and employees of the PCs and Care Optical have no individual power to direct activities of the PCs and Care Optical 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 and Care Optical, the management of that population's healthcare needs, the provision of required healthcare services to those patients, and the PCs' and Care Optical's ability to receive revenue from health plans. In addition, the Company's variable interest in the PCs and Care Optical provides the Company with the right to receive benefits that could potentially be significant to them. The single members of the PCs and Care Optical are employees of the Company. Based on this analysis, the Company concluded that it is the primary beneficiary of the PCs and Care Optical and therefore consolidates the balance sheet, results of operations and cash flow of the PCs and Care Optical. Furthermore, as a direct result of nominal initial equity contributions by the single members of the PCs and Care Optical, the financial support CareMax provides to the PCs and Care Optical (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 and Care Optical. Therefore, all income and expenses recognized by the PCs and Care Optical are allocated to CareMax. The following tables summarize the financial position and operations of the PCs and Care Optical ( in thousands ): Years Ended December 31, 2022 2021 Total assets 1,097 - Total liabilities 2,961 - Years Ended December 31, 2022 2021 Revenues 1,515 - Operating expenses 3,551 - Net income (loss) ( 2,036 ) -

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 17. SUBSEQUENT EVENTS On March 8, 2023 (the “Amendment Closing Date”), the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment amended the Credit Agreement to, among other things, (i) provide for a new incremental delayed draw term loan B facility in an aggregate principal amount of $ 60.0 million (the “Delayed Draw Term Loan B Facility”); (ii) revise the commitment expiration date for the Company’s existing $ 110.0 million Delayed Draw Term Loan to forty-five days following the Amendment Closing Date, (iii) extend the commencement of amortization payments on loans under the Credit Agreement from March 31, 2024 to May 31, 2025; (iv) reduce the amount of interest that the Company may elect to capitalize from 4.00 % to 3.50 % beginning on the second anniversary of the execution date of the Credit Agreement, 3.00 % beginning on the third anniversary of the execution date of the Credit Agreement, and 1.50 % beginning on December 10, 2025; (v) increase the amount of the super-priority revolving credit facility that is permitted to be added to the Credit Agreement to $ 45.0 million and provide that the entirety of such facility may be used for general corporate purposes; and (vi) amend the prepayment provisions of the Credit Agreement, including to have such provisions run as of the Amendment Closing Date. On March 24, 2023, the Company drew $ 30 million of the Delayed Draw Term Loans.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. Certain amounts, which are not material, in the prior year's consolidated financial statements have been reclassified to conform to the current year presentation. In the opinion of management, the accompanying 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. Pursuant to the Business Combination, the acquisition of CMG by DFHT was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, DFHT was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of CMG issuing equity for the net assets of DFHT, accompanied by a recapitalization. The net assets of DFHT are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of CMG. Further, CMG was determined to be the accounting acquirer in the acquisition of IMC (the “IMC Acquisition”), as such, the acquisition is considered a business combination under Accounting Standards Codification ("ASC") 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. Financial information for the year ended December 31, 2021 includes the financial information and activities for (i) IMC for the period from June 8, 2021 to December 31, 2021, (ii) SMA for the period from June 18, 2021 to December 31, 2021, and (iii) DNF for the period from September 1, 2021 to December 31, 2021. Unless otherwise noted, information for periods prior to the Closing of the Business Combination reflects the financial information of CMG only. Financial information for the year ended December 31, 2022, includes the financial information and activities for Steward Value-Based Care for the period from November 10, 2022 to December 31, 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 16, Variable Interest Entities , for additional information.
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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.
Segment Financial Information	Segment Financial Information The Company’s chief operating decision maker regularly reviews financial operating results on a 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, 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.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. 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 and related impairment testing of long-lived assets, including goodwill and intangible assets, the valuation of derivative warrant liabilities, and the estimated useful lives of fixed assets and intangible assets, including internally developed software. Actual results could differ from those estimates.
Business Combinations	Business Combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC 805, Business Combinations , which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired and liabilities assumed are determined based upon the valuation of the acquired business and involves management making significant estimates and assumptions. The Company's acquisitions, at times, have included earn-out provisions, also referred to as contingent consideration, which provide for additional consideration to the paid to the seller if certain conditions are met. These provisions are recorded as liabilities or as equity at fair value on the acquisition date and re-assessed for balance sheet classification and re-measured at fair value each reporting period until they expire or settle.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of currency on hand with banks and financial institutions and investments in money market funds. The Company considers all short-term, highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents.
Medicare and Medicaid Risk-Based Revenue and Other Revenue	Medicare and Medicaid Risk-Based Revenue Medicare and Medicaid Risk-Based Revenue consists primarily of fees for medical services provided under capitated arrangements directly with various Medicare Advantage and Medicaid managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of at-risk premium less an administrative charge for reporting on enrollees on a per patient per month basis (“PMPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. PMPM fees can fluctuate throughout the contract based on the health status (acuity) of each individual enrollee. In certain contracts, PMPM fees also include “risk adjustments” for items such as performance incentives, performance guarantees and risk shares. The capitated revenues are recognized based on the estimated PMPM fees earned net of projected performance incentives, performance guarantees, risk shares and rebates because we are able to reasonably estimate the ultimate PMPM payment of these contracts. We recognize revenue in the month in which eligible members are entitled to receive healthcare benefits. Subsequent changes in PMPM fees and the amount of revenue to be recognized are reflected through subsequent period adjustments to properly recognize the ultimate capitation amount. For enrolled members in which we control healthcare services, we act as the principal and the gross fees under these contracts are reported as revenue and the cost of third-party medical care is included in external provider costs. The Company generates management services organization (“MSO”) revenue for services it renders to independent physician associations (the “IPAs”) under administrative service contracts. The MSO revenue is recognized in the month in which the eligible members are entitled to receive healthcare benefits during the contract term. For MSO contracts in which the Company acts as a principal in coordinating and controlling the range of services provided (other than clinical decisions) and, thus, accepts full financial risk for members attributed to the IPA and is therefore responsible for the cost of all healthcare services required by those members, the fees are recognized on a gross basis, consistent with ASC 606, Revenue From Contracts with Customers ("ASC 606"). The related revenue is recorded in Medicare risk-based and Medicaid risk-based revenue. Other Revenue Other Revenue primarily represents partial and no risk capitation, MSO and pharmacy revenue. Capitation revenue represents a fixed amount of money per patient per month paid in advance for the delivery of primary care services only, whereby the Company is not liable for medical costs in excess of the fixed payment. Capitated revenues are typically prepaid monthly to the Company based on the number of patients selecting us as their primary care provider. Our capitated rates are fixed, contractual rates. Incentive payments for Healthcare Effectiveness Data and Information Set (“HEDIS”) and any services paid on a fee for service basis by a health plan are also included in other revenue. Other revenue also includes ancillary fees earned under contracts with certain payors for the provision of certain care coordination and other care management services. These services are provided to patients covered by these payors regardless of whether those patients receive their care from our affiliated medical groups. Revenue for primary care services for patients in a partial risk or upside-only contracts is reported in other revenue. For MSO contracts in which the Company does not coordinate or control the range of services provided and, thus, accepts partial or no financial risk for members attributed to the IPA, the revenue is recognized on a net basis, consistent with ASC 606, and is recorded in Other revenue.
External Provider Costs	External Provider Costs External Provider Costs includes all costs of caring for our at-risk patients and for third-party healthcare service providers that provide medical care to our patients for which we are contractually obligated to pay (through our full-risk capitation arrangements). The estimated reserve for a liability for unpaid claims is included in "Accounts receivable, net" in the consolidated balance sheets. Actual claims expense will differ from the estimated liability due to differences in estimated and actual member utilization of health care services, the amount of charges and other factors. From time to time, but at least annually, we assess our estimates with an independent actuarial expert to ensure our estimates represent the best, most reasonable estimate given the data available to us at the time the estimates are made. Certain third-party payor contracts include a Medicare Part D payment related to pharmacy claims, which is subject to risk sharing through accepted risk corridor provisions. Under certain agreements the fund risk allocation is established whereby we, as the contracted provider, receive only a portion of the risk and the associated surplus or deficit. We estimate and recognize an adjustment to medical expenses for Part D claims related to these risk corridor provisions based upon pharmacy claims experience to date, as if the annual risk contract were to terminate at the end of the reporting period. We assess the profitability of our capitation arrangements to identify contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future revenues, a premium deficiency reserve is recognized. No premium deficiency reserves were recorded as of December 31, 2022 or December 31, 2021.
Accounts Receivable	Accounts Receivable Accounts receivable are carried at the amounts the Company deems collectible. Accordingly, an allowance is provided based on credit losses expected over the contractual term. This allowance is netted against the receivable balance with the loss being recognized within general and administrative expenses in the consolidated statements of operations. Accounts receivables are written off when they are deemed uncollectible. As of December 31, 2022 and 2021, the Company's provision for credit losses was $ 1.2 million and $ 0 , respectively.
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, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions are in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. Composition of the Company's revenues and accounts receivable balances for the payors comprising 10% or more of revenue was as follows: Total Revenue Years Ended December 31, 2022 2021 Payor A 29 % 48 % Payor B 18 % n/a Payor C 18 % n/a Payor D 14 % n/a Payor E 14 % n/a Accounts Receivable, net Years Ended December 31, 2022 2021 Payor A 13 % 27 % Payor B 11 % n/a Payor C 13 % n/a Payor D 13 % n/a Payor E 6 % n/a
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1 - defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. • Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. • Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Instruments	Derivative Instruments We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, Distinguishing Liabilities from Equity , and ASC 815-15, Derivatives and Hedging - Embedded Derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued common stock warrants in connection with our initial public offering and private placements, which are recognized as derivative liabilities in accordance with ASC 815-40, Contracts in Entity's Own Equity . Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Placement warrants issued has been estimated using Monte Carlo simulations at each measurement date.
Goodwill and Intangible Assets	Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price consideration of an acquired business over the fair value of the underlying net tangible and intangible assets acquired. We test goodwill for impairment at least annually on December 31 st or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. These events or circumstances would include a significant change in the business climate, legal factors, operating performance indicators, competition, sale, disposition of a significant portion of the business or other factors. ASC 350, Intangibles—Goodwill and Other , allows entities to first use a qualitative approach to test goodwill for impairment by determining whether it is more likely than not (a likelihood of greater than 50%) that the fair value of a reporting unit is less than its carrying value. If the qualitative assessment supports that it is more likely than not that the fair value of the asset exceeds its carrying value, a quantitative impairment test is not required. If the qualitative assessment does not support the fair value of the asset the Company will perform the quantitative goodwill impairment test, in which we compare the fair value of the reporting unit, that we primarily determine using an income approach based on the present value of expected future cash flows or market approach, to the respective carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, then goodwill is not considered impaired. If the carrying value is higher than the fair value, the difference would be recognized as an impairment loss. Goodwill impairment testing involves judgment, including the identification of reporting units, qualitative evaluation of facts and circumstances to determine if it is more likely than not that an impairment exists, and, if necessary, the estimation of the fair value of the applicable reporting unit. In determining the fair value of our single reporting unit we use market and income-based approaches. We have used our internal forecasts to estimate future cash flows, which we believe are consistent with those of a market participant. Actual results may differ materially from those used in our forecasts. We have used discount rates that are commensurate with the risks and uncertainty inherent in our reporting unit and in our internally-developed forecasts. We performed annual impairment testing as of December 31, 2022 and recognized goodwill impairment charges of $ 70.0 million, driven by the reduction of the market value of our stock price in December 2022. The Company does not have indefinite-lived intangibles. Our definite-lived intangibles primarily consist of risk-based contracts and provider networks. Risk contracts and provider networks represent the estimated values of customer relationships or provider networks, respectively, of acquired businesses and have definite lives. We amortize our intangibles on a straight-line basis over their estimated useful lives ranging from two to eleven years , except for certain risk contracts, which are amortized using the accelerated method. The determination of fair values and useful lives requires us to make significant estimates and assumptions. These estimates include, but are not limited to, future expected cash flows from acquired capitation arrangements from a market participant perspective, patient attrition rates, discount rates, and costs and years to replicate acquired provider networks. Refer to Note 5, Goodwill and Other Intangible Assets , for further information.
Property and Equipment	Property and Equipment Property and equipment is recorded at cost, net of accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred. Depreciation is calculated using a straight-line method over the estimated useful life of each class of depreciable asset. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any expected renewal options or the estimated life of the assets. A summary of estimated useful lives is as follows: Leasehold Improvements Lesser of lease term or asset life Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 1 to 5 Years
Impairment of Long-lived Assets	Impairment of Long-lived Assets Long-lived assets, such as prepaid warrants, property and equipment, right-of-use assets and definite-lived intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the use and eventual disposition of the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value. The evaluation of long-lived assets is performed at the lowest level of identifiable cash flows. The determination of the fair value of the asset group requires management to estimate a number of factors including anticipated future undiscounted cash flows. Although we believe these estimates are reasonable, actual results could differ from those estimates due to uncertainty in the estimates being used.
Debt	Debt The Company records debt in the consolidated balance sheets at carrying value, net of unamortized discounts and debt issuance costs. The Company incurs specific incremental costs, other than those paid to lenders, in connection with the issuance of the Company’s debt instruments. Those deferred financing costs include loan origination costs and other direct costs payable to third parties and are recorded as a direct deduction from the carrying value of the associated debt liability in the consolidated balance sheets when the debt is drawn. The Company amortizes the deferred financing costs as interest expense over the term of the related debt using the effective interest method in the consolidated statements of operations.
Leases	Leases The Company leases primarily operating facilities, office space, vehicles and IT equipment, which are accounted for as operating leases. These leases generally have lease terms from two years to twenty years , inclusive of renewal or termination options that the Company is reasonably certain to exercise. The Company determines if an arrangement is a lease at inception and evaluates the lease classification (i.e., operating lease or financing lease) at that time. Lease arrangements with an initial term of 12 months or less are considered short-term leases. The Company recognizes lease expense for short-term leases on a straight-line basis over the term of the lease. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current portion of operating lease liabilities and long-term operating lease liabilities on the Company’s consolidated balance sheets. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date at cost, which comprises the initial amount of the associated lease liabilities, adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives, such as tenant allowances. The Company has no material financing leases. Operating lease expense primarily represents fixed lease payments for operating leases recognized on a straight-line basis over the applicable lease term. Variable lease expense represents the payment of real estate taxes, insurance, and common area maintenance. The payment of variable real estate taxes, insurance and common area maintenance is generally based on the Company’s pro-rata share of the total property, a portion of which is leased by the Company. The Company uses its incremental borrowing rate on the commencement date for determining the present value of lease payments. The Company considers the likelihood of exercising options to extend or terminate the lease when determining the lease term. In addition, where applicable, the Company includes rent escalation provisions into the calculation of the expected lease payments. The Company has lease agreements with lease and non-lease components. The Company has elected the package of practical expedients, which, among other things, allows us to account for the lease and non-lease components as a single lease component for all leases.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes ("ASC 740"). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Stock-Based Compensation Expense	Stock-Based Compensation Expense The Company periodically issues Restricted Stock Units ("RSUs"), Performance Share Units ("PSUs"), and Stock Options ("Options") as share-based compensation to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on FASB ASC 718, Compensation – Stock Compensation ("ASC 718"), whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting . Measurement of share-based payment transactions with non-employees are recognized as compensation expense in the financial statements based on their fair values at grant date. That expense is recognized over the period during which a non-employee or consultant is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The fair value of the Company’s Options and PSUs are estimated using the Black-Scholes-Merton Option Pricing model and a Monte Carlo simulation, respectively, which use certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or stock, and future dividends. The assumptions used in the Black-Scholes Merton Option Pricing model and Monte Carlo Simulation could materially affect compensation expense recorded in future periods. The assumptions used in the model and related impact are discussed in Note 8, Stockholders' Equity . The fair value of the Company’s RSUs are estimated using the market value of the underlying common stock on the grant date. The Company has elected to account for any forfeitures in the period that they occur. Any awards modified are accounted for in the periods of the modification and in accordance with ASC 718. The Company recognizes the fair value of stock-based compensation within its statements of operations.
Net Income (Loss) Per Share	Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted- average number of shares of common stock outstanding during the period. The Company follows the provisions of ASC 260, Earnings Per Share, for determining whether contingently issuable shares are included for purposes of calculating net income (loss) per share and determining whether instruments granted in equity-based compensation arrangements are participating securities for purposes of calculating net income (loss) per share. See Note 10, Net Income (Loss) Per Share.
Accounting Pronouncements	Accounting Pronouncements The Company elected to defer compliance with ASC Topic 842, Leases ("ASC 842"), consistent with the 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 adoption of ASC 842 was applicable for the Company for the annual reporting period beginning January 1, 2022 , and interim reporting periods within the annual reporting period beginning after December 15, 2022. The Company elected to adopt practical expedients which permits it to not reassess its prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company elected to combine lease and non-lease components for all lease contracts and also elected not to recognize ROU assets and lease liabilities for leases with terms of 12 months or less. The Company did not elect the hindsight practical expedient, which would have allowed the Company to revisit key assumptions, such as lease term, that were made when the lease was originally entered. We have implemented ASC 842 effective January 1, 2022, using the modified retrospective approach, which allows entities to either apply the new lease standard to the beginning of the earliest period presented or only to the consolidated financial statements in the period of adoption without restating prior periods. We have elected to apply the new guidance at the date of the adoption, January 1, 2022, without restating prior periods. The financial effect of the adoption was an increase of approximately $ 73.7 million to the right-of-use asset and corresponding lease liabilities to the Company’s balance sheet as of January 1, 2022. 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 in the event of a business combination subsequent to the effective date of the guidance. The Company does not expect that any other recently issued accounting guidance will have a significant effect on its consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
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 Years Ended December 31, 2022 2021 Payor A 29 % 48 % Payor B 18 % n/a Payor C 18 % n/a Payor D 14 % n/a Payor E 14 % n/a Accounts Receivable, net Years Ended December 31, 2022 2021 Payor A 13 % 27 % Payor B 11 % n/a Payor C 13 % n/a Payor D 13 % n/a Payor E 6 % n/a
Summary of Estimated Useful Lives of Property and Equipment	A summary of estimated useful lives is as follows: Leasehold Improvements Lesser of lease term or asset life Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 1 to 5 Years

Acquisitions (Tables)

Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2022
Steward Acquisition
Business Acquisition [Line Items]
Summary of Purchase Consideration	The following summarizes the consideration transferred at the closing of the Steward Acquisition ( in thousands ): Cash consideration $ 25,000 Initial Share Consideration (1) 134,420 Earnout Share Consideration (2) 212,355 Other consideration, net (3) 27,219 Total Steward Acquisition consideration $ 398,994 (1) Represents issuance of 23.5 million shares of Class A Common Stock of the Company using the closing price as of the Steward Closing of $ 5.72 per share. (2) Calculated as the 37.5 million shares of Class A Common Stock the Company estimates that it will be obligated to issue to the Seller Parties upon achievement of certain milestones as Earnout Share Consideration, multiplied by CareMax's closing stock price as of the Steward Closing of $ 5.72 per share and the estimated probability of payout of 99 %. (3) Represents funding of the Financed Net Pre-Closing Medicare AR of $ 35.5 million, offset by the Sellers' reimbursement to the Company of the interest and original issue discount of $ 6.8 million related to the Loan and Security Agreement (as defined in Note 7 of these consolidated financial statements) and by non-cash purchase price adjustment of $ 1.5 million.
Summary of Purchase Consideration and Fair Value of Assets Acquired and Liabilities Assumed	The following table summarizes the consideration paid and the preliminary fair value of the assets acquired and liabilities assumed as of closing ( in thousands ): Accounts receivable $ 43,060 Other working capital adjustments ( 21,584 ) Distribution liabilities ( 7,032 ) Intangible asset - Risk contracts 37,500 Intangible asset - Provider network 42,900 Net Assets Acquired (a) 94,844 Purchase Consideration (b) 398,994 Goodwill (b) - (a) $ 304,150
Summary of Unaudited Pro-Forma Information	The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021 or of results that may occur in the future. Years Ended December 31, ( in thousands ) 2022 2021 Revenue $ 669,319 $ 364,026 Net income (loss) ( 34,315 ) 3,853
IMC
Business Acquisition [Line Items]
Summary of Purchase Consideration	The purchase consideration was comprised of the following ( in thousands ): Cash consideration (1) $ 172,302 Share consideration (2) 155,347 Contingent consideration (3) 40,785 Other consideration (4) 1,271 Total consideration $ 369,705 (1) Represents cash consideration inclusive of the payment of $ 79.8 million of IMC debt simultaneous with the Closing and the reimbursement of IMC Parent's transaction costs of $ 7.3 million. (2) Represents the issuance of 10,412,023 shares of Class A Common Stock, which shares were issued at a reference price of $ 10.00 per share, but the value of which was $ 14.92 per share, the closing price on the date of the IMC Acquisition. (3) Represents the fair value of equity-classified contingent consideration. (4) Represents the fair value of cash and equity purchase consideration held in escrow pending the finalization of final closing adjustments.
Summary of Purchase Consideration and Fair Value of Assets Acquired and Liabilities Assumed	The following table summarizes the purchase consideration and the fair value of the assets acquired and liabilities assumed, as recorded as of December 31, 2021 ( in thousands ): Cash $ 14,842 Accounts receivable 21,298 Other current assets 1,446 Property and equipment 6,198 Intangible assets 34,121 Other assets 448 Accounts payable and accrued expenses ( 8,793 ) Long term debt ( 197 ) Other long term liabilities ( 1,898 ) Net assets acquired 67,465 Excess of consideration over net assets acquired 302,240 Total consideration $ 369,705
SMA Entities
Business Acquisition [Line Items]
Summary of Purchase Consideration	The purchase consideration was comprised of the following ( in thousands ): Cash consideration (1) $ 52,000 Share consideration (2) 5,027 Total consideration $ 57,027 (1) Represents cash consideration of $ 52.0 million inclusive of $ 2.5 million held in escrow and $ 145,000 in SMA seller transaction cost. (2) Represents equity consideration of 384,615 shares of Class A Common Stock valued at $ 5.0 million based on the June 18, 2021 closing price of $ 13.07 .
Summary of Purchase Consideration and Fair Value of Assets Acquired and Liabilities Assumed	The following table summarizes the purchase consideration and the fair value of the assets acquired and liabilities assumed, as recorded as of December 31, 2021 ( in thousands ): Cash $ 73 Accounts receivable 1,830 Property and equipment 178 Intangible assets 9,404 Other assets 29 Accounts payable and accrued expenses ( 178 ) Net assets acquired 11,336 Excess of consideration over net assets acquired 45,691 Total consideration $ 57,027
DNF
Business Acquisition [Line Items]
Summary of Purchase Consideration	The purchase consideration was comprised of the following ( in thousands ): Cash consideration (1) $ 88,118 Share consideration (2) 26,072 Total consideration $ 114,190 (1) Represents cash consideration of $ 88.1 million inclusive of $ 11.0 million held in escrow and $ 242,000 in DNF seller transaction costs. (2) Represents equity consideration of 2,741,528 shares of Class A Common Stock valued at $ 26.1 million based on the September 1, 2021 closing price of $ 9.51 .
Summary of Purchase Consideration and Fair Value of Assets Acquired and Liabilities Assumed	The following table summarizes the purchase consideration and the fair value of the assets acquired and liabilities assumed, as recorded as of December 31, 2021 ( in thousands ): Accounts receivable $ 3,732 Property and equipment 3,520 Intangible assets 15,329 Other assets 65 Net assets acquired 22,646 Excess of consideration over net assets acquired 91,544 Total consideration $ 114,190
Advantis
Business Acquisition [Line Items]
Summary of Purchase Consideration	The purchase consideration was comprised of the following ( in thousands ): Cash consideration (1) $ 9,865 Share consideration (2) 1,107 Total consideration $ 10,972 (1) Represents cash consideration of $ 9.9 million inclusive of $ 900,000 held in escrow and $ 60,000 in Advantis seller transaction costs. (2) Represents equity consideration of 145,883 shares of Class A Common Stock valued at $ 1.1 million based on the December 22, 2021 closing price of $ 7.59 .
Summary of Purchase Consideration and Fair Value of Assets Acquired and Liabilities Assumed	The following table summarizes the purchase consideration and the fair value of the assets acquired and liabilities assumed, as recorded as of December 31, 2021 ( in thousands ): Accounts receivable $ 242 Property and equipment 18 Intangible assets 1,064 Other assets 20 Net assets acquired 1,344 Excess of consideration over net assets acquired 9,628 Total consideration $ 10,972
Business Intelligence & Analytics LLC
Business Acquisition [Line Items]
Summary of Purchase Consideration	The purchase consideration was comprised of the following ( in thousands ): Cash consideration (1) $ 4,000 Share consideration (2) 1,124 Total consideration $ 5,124 (1) Represents cash consideration of $ 4.0 million. (2) Represents equity consideration of 148,104 shares of Class A Common Stock valued at $ 1.1 million based on the December 22, 2021 closing price of $ 7.59 .
Summary of Purchase Consideration and Fair Value of Assets Acquired and Liabilities Assumed	The following table summarizes the purchase consideration and the fair value of the assets acquired and liabilities assumed, as recorded as of December 31, 2021 ( in thousands ): Intangible assets $ 289 Net assets acquired 289 Excess of consideration over net assets acquired 4,835 Total consideration $ 5,124

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Changes in Carrying Amount of Goodwill	The following table shows changes in the carrying amount of goodwill from December 31, 2020 to December 31, 2022 ( in thousands ): Carrying Amount Balance at December 31, 2020 $ 10,068 Goodwill acquired 454,498 Balance at December 31, 2021 464,566 Goodwill acquired 307,062 Measurement period adjustments and other ( 985 ) Impairment ( 70,000 ) Balance at December 31, 2022 $ 700,643
Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets by Major Class	The following table summarizes the gross carrying amounts and accumulated amortization of intangible assets by major class ( in thousands ): Gross Carrying Accumulated Net Book Weighted-Average December 31, 2022 Risk contracts $ 102,070 $ ( 24,217 ) $ 77,853 8 Provider Network 42,900 ( 851 ) 42,049 7 Non-compete agreements 4,170 ( 1,518 ) 2,652 5 Trademarks 1,862 ( 1,352 ) 510 2 Other 693 ( 171 ) 522 5 Total $ 151,695 $ ( 28,109 ) $ 123,585 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
Schedule of Estimated Amortization for Intangible Assets	The estimated amortization for the intangible assets for each of the succeeding five years and thereafter was as follows ( in thousands ): Year Amount 2023 21,406 2024 19,422 2025 17,871 2026 16,451 2027 12,905 Thereafter 35,530 Total 123,585

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Summary of Property and Equipment	Property and equipment consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Leasehold improvements $ 10,661 $ 7,516 Vehicles 3,743 3,711 Furniture and equipment 8,871 5,470 Software 3,725 2,950 Construction in progress 4,621 2,254 Total 31,620 21,902 Less: Accumulated depreciation ( 10,614 ) ( 5,909 ) Total Property and equipment, net $ 21,006 $ 15,993

Debt and Related Party Debt (Ta

Debt and Related Party Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Summary of Debt	Deb t consisted of the following ( in thousands ): As of December 31, 2022 2021 Indebtedness under the Credit Agreement $ 240,277 $ 121,875 Indebtedness under the Loan and Security Agreement - Related party debt 35,510 - Other 1,657 65 Less: Unamortized discounts and debt issuance costs ( 16,188 ) ( 4,704 ) 261,256 117,236 Less: Current portion ( 30,530 ) ( 6,275 ) Long-term portion $ 230,725 $ 110,960
Summary of Future Maturities of Debt Outstanding	Future maturities of debt outstanding at December 31, 2022 were as follows ( in thousands ): Year Amount 2023 $ 35,763 2024 1,660 2025 2,599 2026 2,591 2027 2,576 Thereafter 232,255 Total $ 277,444

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Summary of RSUs Activity	The following table summarizes the RSU activity for the year ended December 31, 2022: Number of shares Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2021 975,000 $ 7.92 Granted 2,461,140 8.24 Vested ( 460,859 ) 8.39 Forfeited ( 302,067 ) 8.16 Outstanding as of December 31, 2022 2,673,214 $ 8.11
Summary of PSUs Activity	he following table summarizes the PSU activity for the year ended December 31, 2022: Number of shares Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2021 66,000 $ 6.05 Granted 143,163 5.56 Vested — — Forfeited — — Outstanding as of December 31, 2022 209,163 $ 5.71
Assumptions Used to Calculate Fair Value of PSUs	The fair-value of the PSUs was determined on grant dates using a Monte Carlo model with the following assumptions: Years Ended December 31, 2022 2021 Underlying stock price $ 8.34 $ 9.27 Performance Period 2.00 1.70 Risk-free interest rate 2.4 % 0.4 % Volatility 55.0 % 55.0 % Dividend yield 0.0 % 0.0 %
Summary of Options Activity	The following table summarizes the options activity for the year ended December 31, 2022: Number of shares Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2021 131,000 $ 5.82 Granted 286,332 6.13 Vested ( 43,767 ) 5.82 Forfeited — — Outstanding as of December 31, 2022 373,565 $ 6.06
Assumptions Used to Calculate Fair Value of Options	The fair-value of options was determined on grant dates using a Black-Scholes-Merton Option Pricing model with the following assumptions: Years Ended December 31, 2022 2021 Underlying stock price $ 8.34 $ 9.27 Performance Period 2.00 0.80 Risk-free interest rate 2.4 % 1.6 % Volatility 65.5 % 54.7 % Dividend yield 0.0 % 0.0 %

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Summary of Calculation of Basic and Diluted Net Income (Loss) Per Share	The following table sets forth the calculation of basic and diluted net income (loss) per share for the periods indicated based on the weighted-average number of common share outstanding during the period subsequent to the Business Combination ( in thousands, except share and per share data ): Years Ended December 31, 2022 2021 Net income (loss) attributable to CareMax, Inc. class A common stockholders $ ( 37,796 ) $ ( 6,675 ) Weighted-average basic shares outstanding 90,799,308 52,620,980 Weighted-average diluted shares outstanding 90,799,308 52,620,980 Net income (loss) per share Basic $ ( 0.42 ) $ ( 0.13 ) Diluted $ ( 0.42 ) $ ( 0.13 )
Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Income (Loss) Per Share	The following potentially dilutive outstanding securities were excluded from the computation of diluted net income (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: Years Ended December 31, 2022 2021 Series A and Series B Warrants 8,000,000 8,000,000 Public and Private Placement Warrants 5,791,652 5,791,652 Earnout Shares 40,700,000 3,200,000 Unvested restricted stock units 2,673,214 975,000 Unvested performance stock units (assumes 100 % target payout) 209,163 66,000 Unvested options 373,565 131,000 Total 57,747,594 18,163,652

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 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 ). December 31, 2022 Carrying Value Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - Public Warrants $ 1,495 $ 1,495 $ — $ — Derivative warrant liabilities - Private Placement Warrants 2,479 — — 2,479 Contingent earnout consideration 134,561 — — 134,561 Total liabilities measured at fair value $ 138,535 $ 1,495 $ — $ 137,040 December 31, 2021 Carrying Value Quoted Prices Significant other Significant other Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - Public Warrants $ 4,375 $ — $ — $ 4,375 Derivative warrant liabilities - Private Placement Warrants 4,000 $ — $ — $ 4,000 Liability-classified contingent consideration 875 $ — $ — $ 875 Total liabilities measured at fair value $ 9,250 $ — $ — $ 9,250
Schedule of Quantitative Information of Level 3 Fair Value Measurements Inputs	The following table provides quantitative information regarding Level 3 fair value measurement inputs used in measurement of fair value of the Public and Private Placement Warrants as of the date of issuance: Exercise price $ 11.50 Underlying stock price $ 13.30 Volatility 50.9 % Expected life of the options to convert (years) 5.00 Risk-free rate 0.85 % Dividend yield 0.0 %
Schedule of Activity of the Liabilities Measured at Fair Value	Activity of the liabilities measured at fair value was as follows ( in thousands ): Balance as of December 31, 2020 $ - Warrants issued as part of the Business Combination 29,132 Contingent consideration issued 875 Change in fair value of warrants ( 20,757 ) Balance as of December 31, 2021 9,250 Change in fair value of derivative warrant liabilities ( 4,401 ) Payment of contingent consideration ( 875 ) Contingent consideration as part of the Steward Acquisition 210,856 Change in fair value of contingent consideration ( 76,295 ) Balance as of December 31, 2022 $ 138,535
Schedule of Measured at Fair Value on Nonrecurring Basis	Financial Instruments that are not Measured at Fair Value on a Recurring Basis December 31, 2022 Carrying Fair Value ( in thousands ) Value Level 1 Level 2 Level 3 Liabilities Fixed rate debt (a) $ 36,498 $ — $ — $ 32,820 Floating rate debt (a) 240,277 — — 240,280 Total $ 276,775 $ — $ — $ 273,100 (a) The debt amounts above do not include the impact of debt issuance costs or discounts.

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Schedule of Lease Costs	Lease costs were as follows ( in thousands ): Year Ended December 31, 2022 Operating lease cost $ 13,769 Variable lease cost 1,897 Short-term lease cost 1,145 Total lease cost $ 16,810
Schedule of Weighted Average Remaining Lease Terms and Discount Rates	Weighted-average of the remaining lease terms and weighted-average discount rate were as follows: December 31, 2022 Weighted average remaining lease term (years) 11 Weighted-average discount rate 6.33 %
Schedule of Maturities of Operating Lease Liabilities	As of December 31, 2022, maturities of operating lease liabilities were as follows ( in thousands ): Year Amount 2023 $ 10,508 2024 14,522 2025 13,760 2026 12,869 2027 12,090 Thereafter 83,944 Total lease payments 147,693 Less: Present value discount ( 46,116 ) Present value of lease liabilities $ 101,577
Schedule of Future Minimum Rental Payments	Future minimum rental payments under these lease agreements, including renewal options which are considered reasonably certain of exercise, consisted of the following at December 31, 2021: Year Amount 2022 $ 10,087 2023 10,028 2024 9,715 2025 9,374 2026 8,685 Thereafter 58,763 Total lease payments $ 106,652

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Components of Income Tax Expense (Benefit)	The components of income tax expense (benefit) were as follows ( in thousands ): Years Ended December 31, 2022 2021 Current income tax (benefit) provision Federal $ - $ - State - - Total current income tax (benefit) provision - - Deferred income tax (benefit) provision Federal ( 15,536 ) 126 State ( 4,006 ) 33 Total deferred income tax (benefit) provision ( 19,542 ) 159
Summary of Reconciliation Between Effective Tax Rate	The reconciliation between the effective tax rate and the statutory tax rate was as follows: Years Ended December 31, 2022 2021 Federal statutory rate 21.0 % 21.0 % State statutory rate, net of federal benefit 7.7 % 4.9 % Transaction costs ( 2.2 %) ( 14.2 %) Earnout liability adjustments 27.9 % 0.0 % Nondeductible amortization ( 17.2 %) 0.0 % PPP loan forgiveness 0.0 % 8.1 % Other ( 0.2 %) ( 0.2 %) Change in valuation allowance ( 2.9 %) ( 22.1 %) Effective tax rate 34.1 % ( 2.5 %)
Summary of Deferred Tax Assets and Liabilities	The deferred tax assets and liabilities consisted of the following ( in thousands ): Years Ended December 31, 2022 2021 Deferred tax assets: Accrued expenses $ 6,738 $ 2,257 Derivative warrant liabilities 1,053 2,219 Federal and state net operating carryforwards 24,184 15,982 Business expense limitation 11,682 6,962 Lease liabilities 27,033 - Property and equipment 312 - Total deferred tax assets 71,002 27,420 Less: Valuation allowances ( 25,793 ) ( 26,128 ) Total deferred tax assets, net 45,209 1,292 Deferred tax liabilities: Intangibles, net ( 18,524 ) ( 1,480 ) Property and equipment - ( 18 ) Prepaid expenses ( 7 ) ( 219 ) Right of use lease assets ( 28,868 ) - Total deferred tax liabilities ( 47,399 ) ( 1,717 ) Total deferred tax asset (liability), net $ ( 2,190 ) $ ( 425 )

Variable Interest Entities (Tab

Variable Interest Entities (Tables)	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of Financial Position and Operations of PCs and Care Optical	The following tables summarize the financial position and operations of the PCs and Care Optical ( in thousands ): Years Ended December 31, 2022 2021 Total assets 1,097 - Total liabilities 2,961 - Years Ended December 31, 2022 2021 Revenues 1,515 - Operating expenses 3,551 - Net income (loss) ( 2,036 ) -

Description of Business - Addit

Description of Business - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 Center State	Jun. 08, 2021
Description Of Business [Line Items]
Number of centers operated and managed | Center	62
Affiliated Providers in Number of States | State	10
CMG | Business Combination Agreement
Description Of Business [Line Items]
Percentage of equity interests acquired		100%
IMC
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 ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2022	Dec. 31, 2020
Summary of Significant Accounting Policies [Line Items]
Goodwill	$ 700,643,000	$ 464,566,000		$ 10,068,000
Provision for credit losses	$ 1,200,000	0
Lessee, Operating Lease, Existence of Option to Extend [true false]	true
Lessee, Operating Lease, Existence of Option to Terminate [true false]	true
Right of use assets	$ 108,937,000
Lease liabilities	101,577,000
Unrecognized Tax Benefits	0	0
Goodwill impairment	$ 70,000,000	$ 0
ASC 842
Summary of Significant Accounting Policies [Line Items]
Right of use assets			$ 73,700,000
Lease liabilities			$ 73,700,000
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Jan. 01, 2022
Maximum
Summary of Significant Accounting Policies [Line Items]
Intangible asset, estimated useful lives	11 years
Operating lease term	20 years
Minimum
Summary of Significant Accounting Policies [Line Items]
Intangible asset, estimated useful lives	2 years
Operating lease term	2 years
DFHT
Summary of Significant Accounting Policies [Line Items]
Goodwill	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Revenues and Accounts Receivable Balances for Payors Comprising 10% or More of Revenue (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Payor A | Customer Concentration Risk | Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	29%	48%
Payor A | Credit Concentration Risk | Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	13%	27%
Payor B | Customer Concentration Risk | Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	18%
Payor B | Credit Concentration Risk | Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	11%
Payor C | Customer Concentration Risk | Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	18%
Payor C | Credit Concentration Risk | Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	13%
Payor D | Customer Concentration Risk | Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	14%
Payor D | Credit Concentration Risk | Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	13%
Payor E | Customer Concentration Risk | Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	14%
Payor E | Credit Concentration Risk | Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	6%

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Leasehold Improvements
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	Lesser of lease term or asset life
Furniture and Equipment | Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	5 years
Furniture and Equipment | Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	7 years
Vehicles
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	5 years
Software | Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	1 year
Software | Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	5 years

Acquisitions - Additional Infor

Acquisitions - Additional Information (Details)						2 Months Ended	12 Months Ended
	Nov. 10, 2022 USD ($) Lives $ / shares shares	Dec. 22, 2021 USD ($)	Sep. 01, 2021 USD ($)	Jun. 18, 2021 USD ($)	Jun. 08, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) Business $ / shares	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Cash consideration							$ 55,837,000	$ 312,589,000
Cost of care							126,648,000	57,566,000
Acquisition-related transaction costs							13,165,000	1,522,000
Goodwill						$ 700,643,000	700,643,000	464,566,000	$ 10,068,000
Revenue							631,132,000	295,762,000
Net income loss before income taxes							$ (57,337,000)	$ (6,516,000)
Class A Common Stock
Business Acquisition [Line Items]
Common stock, par value | $ / shares						$ 0.0001	$ 0.0001	$ 0.0001
Other Revenue
Business Acquisition [Line Items]
Revenue							$ 47,880,000	$ 15,987,000
Risk Contracts
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period							8 years	7 years
Trademarks
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period							2 years	2 years
Non-compete Agreements
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period							5 years	5 years
Steward Acquisition
Business Acquisition [Line Items]
Cash consideration	$ 25,000,000
Financed net pre-closing medicare	$ 35,500,000
Number of medicare lives | Lives	100,000
Maximum percentage of medical expense ratio	85%
Cost of care						$ 1,100,000
Accrued contingent consideration to seller parties						5,000,000	$ 5,000,000
Total purchase consideration	$ 398,994,000
Acquisition-related transaction costs							13,200,000
Goodwill	$ 304,150,000
Steward Acquisition | Class A Common Stock
Business Acquisition [Line Items]
Consideration, shares | shares	23,500,000
Common stock, par value | $ / shares	$ 0.0001
Percentage of issued and outstanding shares of common stock	41%
Steward Acquisition | Other Revenue
Business Acquisition [Line Items]
Revenue						7,000,000
Steward Acquisition | Risk Contracts
Business Acquisition [Line Items]
Intangible assets	$ 37,500,000
IMC
Business Acquisition [Line Items]
Cash consideration					$ 172,302,000
Accrued contingent consideration to seller parties					$ 40,785,000
Business acquisition, percentage of equity interests acquired					100%
Total purchase consideration					$ 369,705,000
Business acquisition, goodwill recognized , expected to be tax deductible for income tax purposes					80,000,000
Intangible assets								$ 34,121,000
Definite-lived intangible assets					$ 34,100,000
Revenue								148,000,000
Net income loss before income taxes								4,100,000
IMC | Minimum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period					1 year
IMC | Maximum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period					6 years
IMC | Risk Contracts
Business Acquisition [Line Items]
Definite-lived intangible assets					$ 33,900,000
IMC | Trademarks
Business Acquisition [Line Items]
Definite-lived intangible assets					$ 263,000
SMA Entities
Business Acquisition [Line Items]
Cash consideration				$ 52,000,000
Business acquisition, percentage of equity interests acquired				100%
Total purchase consideration				$ 57,027,000
Business acquisition, goodwill recognized , expected to be tax deductible for income tax purposes				45,000,000
Acquisition-related transaction costs				682,000
Intangible assets								9,404,000
Definite-lived intangible assets				$ 9,400,000
Revenue								12,000,000
Net income loss before income taxes								564,000
SMA Entities | Minimum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period				1 year
SMA Entities | Maximum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period				6 years
SMA Entities | Risk Contracts
Business Acquisition [Line Items]
Definite-lived intangible assets				$ 8,700,000
SMA Entities | Tradenames
Business Acquisition [Line Items]
Definite-lived intangible assets				92,000
SMA Entities | Non-compete Agreements
Business Acquisition [Line Items]
Definite-lived intangible assets				$ 622,000
DNF
Business Acquisition [Line Items]
Cash consideration			$ 88,118,000
Business acquisition, percentage of equity interests acquired			100%
Total purchase consideration			$ 114,190,000
Business acquisition, goodwill recognized , expected to be tax deductible for income tax purposes			90,000,000
Acquisition-related transaction costs			1,247,000
Intangible assets								15,329,000
Definite-lived intangible assets			$ 15,300,000
Revenue								19,500,000
Net income loss before income taxes								(687,000)
DNF | Minimum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period			1 year
DNF | Maximum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period			6 years
DNF | Risk Contracts
Business Acquisition [Line Items]
Definite-lived intangible assets			$ 13,200,000
DNF | Trademarks
Business Acquisition [Line Items]
Definite-lived intangible assets			638,000
DNF | Non-compete Agreements
Business Acquisition [Line Items]
Definite-lived intangible assets			$ 1,500,000
Advantis
Business Acquisition [Line Items]
Cash consideration		$ 9,865,000
Business acquisition, percentage of equity interests acquired		100%
Total purchase consideration		$ 10,972,000
Business acquisition, goodwill recognized , expected to be tax deductible for income tax purposes		9,500,000
Acquisition-related transaction costs		671,000
Intangible assets								1,064,000
Definite-lived intangible assets		$ 1,100,000
Advantis | Minimum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period		1 year
Advantis | Maximum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period		6 years
Advantis | Risk Contracts
Business Acquisition [Line Items]
Definite-lived intangible assets		$ 345,000
Advantis | Trademarks
Business Acquisition [Line Items]
Definite-lived intangible assets		176,000
Advantis | Non-compete Agreements
Business Acquisition [Line Items]
Definite-lived intangible assets		544,000
Business Intelligence & Analytics LLC
Business Acquisition [Line Items]
Cash consideration		$ 4,000,000
Business acquisition, percentage of equity interests acquired		100%
Total purchase consideration		$ 5,124,000
Business acquisition, goodwill recognized , expected to be tax deductible for income tax purposes		5,000,000
Acquisition-related transaction costs		0
Intangible assets								$ 289,000
Definite-lived intangible assets		$ 289,000
Business Intelligence & Analytics LLC | Minimum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period		1 year
Business Intelligence & Analytics LLC | Maximum
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period		5 years
Business Intelligence & Analytics LLC | Trademarks
Business Acquisition [Line Items]
Definite-lived intangible assets		$ 3,000
Business Intelligence & Analytics LLC | Non-compete Agreements
Business Acquisition [Line Items]
Definite-lived intangible assets		35,000
Business Intelligence & Analytics LLC | Patents/Developed Technology
Business Acquisition [Line Items]
Definite-lived intangible assets		235,000
Business Intelligence & Analytics LLC | In-Process Research and Development
Business Acquisition [Line Items]
Indefinite lived intangible asset		$ 16,000
Other Acquisitions
Business Acquisition [Line Items]
Business acquisition, percentage of equity interests acquired								100%
Total purchase consideration							3,300,000	$ 3,700,000
Acquisition-related transaction costs								250,000
Goodwill						2,900,000	2,900,000
Intangible assets						$ 400,000	$ 400,000
Definite-lived intangible assets								$ 1,400,000
Number of additional business acquired | Business								3

Acquisitions - Summary of Purch

Acquisitions - Summary of Purchase Consideration (Details) - USD ($) $ in Thousands						12 Months Ended
	Nov. 10, 2022	Dec. 22, 2021	Sep. 01, 2021	Jun. 18, 2021	Jun. 08, 2021	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Cash consideration						$ 55,837	$ 312,589
Share consideration						134,420	$ 188,678
Steward Acquisition
Business Acquisition [Line Items]
Cash consideration	$ 25,000
Initial Share Consideration	134,420
Earnout Share Consideration	212,355
Contingent consideration						$ 5,000
Other consideration, net	27,219
Total consideration	$ 398,994
IMC
Business Acquisition [Line Items]
Cash consideration					$ 172,302
Share consideration					155,347
Contingent consideration					40,785
Other consideration, net					1,271
Total consideration					$ 369,705
DNF
Business Acquisition [Line Items]
Cash consideration			$ 88,118
Share consideration			26,072
Total consideration			$ 114,190
SMA Entities
Business Acquisition [Line Items]
Cash consideration				$ 52,000
Share consideration				5,027
Total consideration				$ 57,027
Advantis
Business Acquisition [Line Items]
Cash consideration		$ 9,865
Share consideration		1,107
Total consideration		10,972
Business Intelligence & Analytics LLC
Business Acquisition [Line Items]
Cash consideration		4,000
Share consideration		1,124
Total consideration		$ 5,124

Acquisitions - Summary of Pur_2

Acquisitions - Summary of Purchase Consideration (Parenthetical) (Details) - USD ($)	Nov. 10, 2022	Dec. 22, 2021	Sep. 01, 2021	Jun. 18, 2021	Jun. 08, 2021	Dec. 31, 2022
Steward Acquisition
Business Acquisition [Line Items]
Financed net pre-closing medicare	$ 35,500,000
Reimbursement from interest and original issue discount	6,800,000
Non-cash purchase price adjustment	$ 1,500,000
Business acquisition, share price						$ 3.65
Steward Acquisition | Class A Common Stock
Business Acquisition [Line Items]
Earnout share consideration to seller	37,500,000
Estimated probability of payout percentage	99%
Business acquisition, equity interest issued number of shares	23,500,000
Business acquisition, share price	$ 5.72
IMC
Business Acquisition [Line Items]
Cash consideration inclusive of payment of debt					$ 79,800,000
Business acquisition, seller transaction costs					$ 7,300,000
Business acquisition, share price					$ 10
IMC | Class A Common Stock
Business Acquisition [Line Items]
Business acquisition, equity interest issued number of shares					10,412,023
Business acquisition, share price					$ 14.92
DNF
Business Acquisition [Line Items]
Cash consideration inclusive of payment of debt			$ 88,100,000
Business combination holdback amount			11,000,000
Business acquisition, seller transaction costs			242,000
Business acquisition, equity interest issued value			$ 26,100,000
Business acquisition, share price			$ 9.51
DNF | Class A Common Stock
Business Acquisition [Line Items]
Business acquisition, equity interest issued number of shares			2,741,528
SMA Entities
Business Acquisition [Line Items]
Cash consideration inclusive of payment of debt				$ 52,000,000
Business combination holdback amount				2,500,000
Business acquisition, seller transaction costs				145,000
Business acquisition, equity interest issued value				$ 5,000,000
Business acquisition, share price				$ 13.07
SMA Entities | Class A Common Stock
Business Acquisition [Line Items]
Business acquisition, equity interest issued number of shares				384,615
Advantis
Business Acquisition [Line Items]
Cash consideration inclusive of payment of debt		$ 9,900,000
Business combination holdback amount		900,000
Business acquisition, seller transaction costs		60,000
Business acquisition, equity interest issued value		$ 1,100,000
Business acquisition, share price		$ 7.59
Advantis | Class A Common Stock
Business Acquisition [Line Items]
Business acquisition, equity interest issued number of shares		145,883
Business Intelligence & Analytics LLC
Business Acquisition [Line Items]
Cash consideration inclusive of payment of debt		$ 4,000,000
Business acquisition, equity interest issued value		$ 1,100,000
Business acquisition, share price		$ 7.59
Business Intelligence & Analytics LLC | Class A Common Stock
Business Acquisition [Line Items]
Business acquisition, equity interest issued number of shares		148,104

Acquisitions - Summary of Pur_3

Acquisitions - Summary of Purchase Consideration and Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Nov. 10, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 700,643		$ 464,566	$ 10,068
Steward Acquisition
Business Acquisition [Line Items]
Accounts receivable		$ 43,060
Other working capital adjustments		(21,584)
Distribution liabilities		(7,032)
Net assets acquired		94,844
Total consideration		398,994
Goodwill		304,150
Steward Acquisition | Risk Contracts
Business Acquisition [Line Items]
Intangible assets		37,500
Steward Acquisition | Provider Network
Business Acquisition [Line Items]
Intangible assets		$ 42,900
IMC
Business Acquisition [Line Items]
Cash			14,842
Accounts receivable			21,298
Other current assets			1,446
Property and equipment			6,198
Intangible assets			34,121
Other assets			448
Accounts payable and accrued expenses			(8,793)
Long-term debt			(197)
Other long term liabilities			(1,898)
Net assets acquired			67,465
Excess of consideration over net assets acquired			302,240
Total consideration			369,705
SMA Entities
Business Acquisition [Line Items]
Cash			73
Accounts receivable			1,830
Property and equipment			178
Intangible assets			9,404
Other assets			29
Accounts payable and accrued expenses			(178)
Net assets acquired			11,336
Excess of consideration over net assets acquired			45,691
Total consideration			57,027
DNF
Business Acquisition [Line Items]
Accounts receivable			3,732
Property and equipment			3,520
Intangible assets			15,329
Other assets			65
Net assets acquired			22,646
Excess of consideration over net assets acquired			91,544
Total consideration			114,190
Advantis
Business Acquisition [Line Items]
Accounts receivable			242
Property and equipment			18
Intangible assets			1,064
Other assets			20
Net assets acquired			1,344
Excess of consideration over net assets acquired			9,628
Total consideration			10,972
Business Intelligence & Analytics LLC
Business Acquisition [Line Items]
Intangible assets			289
Net assets acquired			289
Excess of consideration over net assets acquired			4,835
Total consideration			$ 5,124

Acquisitions - Summary of Unaud

Acquisitions - Summary of Unaudited Pro-Forma Information (Details) - Steward Acquisition - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Revenue	$ 669,319	$ 364,026
Net income (loss)	$ (34,315)	$ (3,853)

Reinsurance - Additional Inform

Reinsurance - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Effects of Reinsurance [Line Items]
Reinsurance recoveries recognized	$ 27,800,000	$ 14,700,000
Reinsurance premium expense incurred	19,400,000	$ 10,900,000
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 Other Intangible_3

Goodwill and Other Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Balance	$ 464,566	$ 10,068
Goodwill acquired	307,062	454,498
Measurement period adjustments and other	(985)
Impairment	(70,000)	0
Balance	$ 700,643	$ 464,566

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets by Major Class (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 151,695	$ 71,141
Accumulated Amortization	(28,109)	(11,331)
Net Book Value	123,585	59,811
Risk Contracts
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	102,070	64,822
Accumulated Amortization	(24,217)	(9,818)
Net Book Value	$ 77,853	$ 55,004
Weighted Average Amortization Period (years)	8 years	7 years
Provider Network
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 42,900
Accumulated Amortization	(851)
Net Book Value	$ 42,049
Weighted Average Amortization Period (years)	7 years
Non-compete Agreements
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 4,170	$ 4,202
Accumulated Amortization	(1,518)	(686)
Net Book Value	$ 2,652	$ 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	(1,352)	(827)
Net Book Value	$ 510	$ 1,040
Weighted Average Amortization Period (years)	2 years	2 years
Other
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 693	$ 251
Accumulated Amortization	(171)
Net Book Value	$ 522	$ 251
Weighted Average Amortization Period (years)	5 years	5 years

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 16,800	$ 10,400
Goodwill impairment	70,000	0
Cumulative goodwill impairment	$ 70,000	$ 0

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets - Schedule of Estimated Amortization for Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
2023	$ 21,406
2024	19,422
2025	17,871
2026	16,451
2027	12,905
Thereafter	35,530
Net Book Value	$ 123,585	$ 59,811

Property and Equipment - Summar

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	$ 31,620	$ 21,902
Less: Accumulated depreciation	(10,614)	(5,909)
Total Property and equipment, net	21,006	15,993
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	10,661	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	8,871	5,470
Software
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	3,725	2,950
Construction in Progress
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	$ 4,621	$ 2,254

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 4.9	$ 2.8

Debt and Related Party Debt - S

Debt and Related Party Debt - Summary of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt gross	$ 277,444
Less: Unamortized discounts and debt issuance costs	(16,188)	$ (4,704)
Total long-term debt	261,256	117,236
Less: Current portion	(30,530)	(6,275)
Long-term portion	230,725	110,960
Credit Agreement
Debt Instrument [Line Items]
Long-term debt gross	240,277	121,875
Related party debt
Debt Instrument [Line Items]
Long-term debt gross	35,510
Other
Debt Instrument [Line Items]
Long-term debt gross	$ 1,657	$ 65

Debt and Related Party Debt - A

Debt and Related Party Debt - Additional Information (Details)	1 Months Ended			3 Months Ended	12 Months Ended
	Nov. 30, 2022 USD ($)	Oct. 31, 2022 USD ($)	May 31, 2022 USD ($)	Sep. 30, 2026	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Debt Instrument, Interest Rate Terms					Based on the elections made by the Company, as of December 31, 2022, borrowings under the Credit Agreement bore interest of Term SOFR (calculated as the Secured Overnight Financing Rate published on the Federal Reserve Bank of New York’s website, plus the applicable credit spread adjustment based on the elected interest period), 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. As a result of this election, the cash interest component of the applicable margin increased by 0.50%.
Scheduled payments of interest and fees	$ 6,800,000
Maximum aggregate loan amount			$ 300,000,000
Option to capitalize, percentage of interest as principal outstanding					4%
Increase in margin rate					0.50%
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.
Debt instrument, debt default, percentage	4%
Debt instrument, applicable increased interest rate	5%
Repayments of debt			$ 121,000,000
Loss on debt extinguishment					$ 6,172,000	$ (1,630,000)
Due to related parties	$ 35,500,000				$ 30,277,000
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			0.25
Initial Term Loans | Term SOFR
Debt Instrument [Line Items]
Debt Instrument Applicable Margin Rate					9%
Delayed Draw Term Loan
Debt Instrument [Line Items]
Aggregate principal amount			$ 110,000,000
Amount drawn	$ 45,000,000
Debt instrument, facility fee percentage	3%
Term Loan Facility
Debt Instrument [Line Items]
Term loan beard fixed interest rate per annum	12%
Promissory Note | Anthem
Debt Instrument [Line Items]
Aggregate principal amount		$ 1,000,000
Debt instrument maturity month and year		2032-10
Term loan beard fixed interest rate per annum					6.25%
Scenario Forecast
Debt Instrument [Line Items]
Debt instrument covenants maximum leverage ratio				5.50

Debt and Related Party Debt -_2

Debt and Related Party Debt - Summary of Future Maturities of Debt Outstanding (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 35,763
2024	1,660
2025	2,599
2026	2,591
2027	2,576
Thereafter	232,255
Total	$ 277,444

Stockholders' Equity - Addition

Stockholders' Equity - Additional information (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Jul. 13, 2021 USD ($) $ / shares shares	Jun. 08, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) Votes $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 22, 2021 shares	Sep. 01, 2021 shares
Class Of Stock [Line Items]
Capital stock, par value | $ / shares		$ 0.0001
Capital stock, shares authorized		261,000,000
Common stock, shares authorized		260,000,000
Preferred stock,authorized		1,000,000	1,000,000	1,000,000
Aggregate purchase price of common shares | $				$ 6,650
Preferred stock voting rights			In any such vote, the share of Series A Preferred Stock will be entitled to 37,241,783 votes
Preferred stock, issued			1	0
Preferred stock,outstanding			1	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 | $ / shares	$ 0.10
Subscription Agreement | Series B Warrant
Class Of Stock [Line Items]
Exercisable period	5 years
Number shares vest and exercisable	500,000		1,500,000	0
Vesting period	1 year
Warrant share price | $ / shares	$ 0.01
Subscription Agreement with Two Centers | Series B Warrant
Class Of Stock [Line Items]
Warrants and prepaid expenses | $			$ 7,600
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized		250,000,000	250,000,000	250,000,000
Conversion of Class B to Class A common shares (in shares)		3,593,750
Conversion basis			In addition, 3,593,750 shares of Class B Common Stock were converted, on a one-for-one basis, into shares of Class A Common Stock
Number of Class A common stock issued upon conversion of each share (in shares)		1
Number of shares purchased	500,000
Common stock, shares issued			111,332,584	87,367,972
Common stock, shares outstanding			111,332,584	87,367,972
Contingently issuable shares to CareMax and IMC sellers			3,200,000
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 | $ / shares	$ 18
Class A Common Stock | Subscription Agreement | Maximum
Class Of Stock [Line Items]
Price per share | $ / shares	$ 10
Class A Common Stock | Business Combination Agreement
Class Of Stock [Line Items]
Number of shares purchased		10,000,000
Aggregate purchase price of common shares | $		$ 100,000
Purchase price per share | $ / shares		$ 10
Class A Common Stock | Deerfield Partners | Business Combination Agreement
Class Of Stock [Line Items]
Number of shares purchased		9,600,000
Class A Common Stock | Sponsor | Business Combination Agreement
Class Of Stock [Line Items]
Number of shares purchased		400,000
Class A Common Stock | Investors | Business Combination Agreement
Class Of Stock [Line Items]
Number of shares purchased		31,000,000
Aggregate purchase price of common shares | $		$ 310,000
Purchase price per share | $ / shares		$ 10
Class A Common Stock | SMA Entities
Class Of Stock [Line Items]
Common stock, shares issued				384,615
Class A Common Stock | DNF
Class Of Stock [Line Items]
Common stock, shares issued						2,741,528
Class A Common Stock | Advantis
Class Of Stock [Line Items]
Common stock, shares issued					145,883
Class A Common Stock | Business Intelligence & Analytics LLC
Class Of Stock [Line Items]
Common stock, shares issued					148,014
Class A Common Stock | Steward Acquisition
Class Of Stock [Line Items]
Common stock, shares issued			23,500,000
Class B Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized		10,000,000
Common stock, shares issued			0	0
Common stock, shares outstanding			0	0
Series A Preferred Stock
Class Of Stock [Line Items]
Preferred stock par value | $ / shares			$ 0.0001
Voting rights | Votes			37,241,783
Preferred stock, issued			1

Stockholders' Equity - Redeemab

Stockholders' Equity - Redeemable Warrants (Details) - IPO - DFHT - $ / shares		12 Months Ended
	Jul. 16, 2020	Dec. 31, 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
Locking period of warrants after completion of business combination	30 days

Stockholders' Equity - Continge

Stockholders' Equity - Contingent Consideration Common Shares (Details) - $ / shares		12 Months Ended
	Jul. 09, 2021	Dec. 31, 2022
First Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Minimum weighted average trading price to issue earnout shares	$ 12.50	$ 12.50
Considered trading days for share price trigger	20 days	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
Earnout shares issued and paid	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
Earnout shares issued and paid	1,450,000
IMC | Second Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable		1,450,000

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details) - USD ($)		12 Months Ended
	Jun. 04, 2021	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense		$ 10,271,000	$ 1,341,000
Zero Coupon U.S. Treasury Security
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate utilization term based on treasury security yield		10 years
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
Incremental percentage of shares available for the plan of outstanding shares	4%
Stock-based compensation incremental description		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 (B) a lesser number of shares of Class A Common Stock as determined by the Company’s board of directors or the Compensation Committee of the board of directors prior to the relevant January 1st.
Restricted Stock Units ("RSU's")
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total unrecognized compensation expense		$ 17,400,000	$ 7,700,000
Total unrecognized compensation expense, weighted-average recognized period		2 years 1 month 6 days	2 years 7 months 6 days
Performance Share Units ("PSUs")
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
PSUs description		PSUs, which are issued to executives, the performance-based vesting will be satisfied with respect to a percentage of the recipient’s PSUs, as and when the price per share of Class A Common Stock specified is achieved, on a volume-adjusted weighted-average basis 30 days prior to July 1, 2023, the expiration of the awards, subject to the executive's continued employment with the Company through the applicable vesting date.
Total unrecognized compensation expense		$ 700,000	$ 397,000
Total unrecognized compensation expense, weighted-average recognized period		2 years	1 year 8 months 12 days
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Strike price per share		$ 10
Total unrecognized compensation expense, weighted-average recognized period		2 years 1 month 6 days	2 years 7 months 6 days
Total unrecognized compensation expense, options		$ 1,700,000	$ 764,000

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of RSUs Activity (Details) - Restricted Stock Units ("RSU's")	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of stock units, Beginning balance | shares	975,000
Stock units, Granted | shares	2,461,140
Stock units, Vested | shares	(460,859)
Stock units, Forfeited | shares	(302,067)
Number of stock units, Ending balance | shares	2,673,214
Wtd. Avg. Grant Date Fair Value, Outstanding, Beginning balance | $ / shares	$ 7.92
Wtd. Avg. Grant Date Fair Value, Granted | $ / shares	8.24
Wtd. Avg. Grant Date Fair Value, Vested | $ / shares	8.39
Wtd. Avg. Grant Date Fair Value, Forfeited | $ / shares	8.16
Wtd. Avg. Grant Date Fair Value, Outstanding, Ending balance | $ / shares	$ 8.11

Stock-Based Compensation - Su_2

Stock-Based Compensation - Summary of PSUs Activity (Details) - Performance Share Units ("PSUs")	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of stock units, Beginning balance | shares	66,000
Stock units, Granted | shares	143,163
Number of stock units, Ending balance | shares	209,163
Wtd. Avg. Grant Date Fair Value, Outstanding, Beginning balance | $ / shares	$ 6.05
Wtd. Avg. Grant Date Fair Value, Granted | $ / shares	5.56
Wtd. Avg. Grant Date Fair Value, Outstanding, Ending balance | $ / shares	$ 5.71

Stock-Based Compensation - Assu

Stock-Based Compensation - Assumptions Used to Calculate Fair Value of PSUs (Details) - Performance Share Units ("PSUs") - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Underlying stock price	$ 8.34	$ 9.27
Performance Period	2 years	1 year 8 months 12 days
Risk-free interest rate	2.40%	0.40%
Volatility	55%	55%
Dividend yield	0%	0%

Stock-Based Compensation - Su_3

Stock-Based Compensation - Summary of Options Activity (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Payment Arrangement, Disclosure [Abstract]
Number of Options, Outstanding, Beginning balance | shares	131,000
Number of Options, Granted | shares	286,332
Number of Options, Vested | shares	(43,767)
Number of Options, Outstanding, Ending balance | shares	373,565
Wtd. Avg. Grant Date Fair Value, Outstanding, Beginning balance | $ / shares	$ 5.82
Wtd. Avg. Grant Date Fair Value, Granted | $ / shares	6.13
Wtd. Avg. Grant Date Fair Value, Vested | $ / shares	5.82
Wtd. Avg. Grant Date Fair Value, Outstanding, Ending balance | $ / shares	$ 6.06

Stock-Based Compensation - As_2

Stock-Based Compensation - Assumptions Used to Calculate Fair Value of Options (Details) - Options - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Underlying stock price	$ 8.34	$ 9.27
Performance Period	2 years	9 months 18 days
Risk-free interest rate	2.40%	1.60%
Volatility	65.50%	54.70%
Dividend yield	0%	0%

Net Income (Loss) Per Share - S

Net Income (Loss) Per Share - Summary of Calculation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net (loss) income attributable to CareMax, Inc. Class A common stockholders	$ (37,796)	$ (6,675)
Weighted average basic shares outstanding	90,799,308	52,620,980
Weighted average diluted shares outstanding	90,799,308	52,620,980
Net (loss) income per share, Basic	$ (0.42)	$ (0.13)
Net (loss) income per share, Diluted	$ (0.42)	$ (0.13)

Net Income (Loss) Per Share - P

Net Income (Loss) Per Share - Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Income (Loss) Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	57,747,594	18,163,652
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
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
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	40,700,000	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	2,673,214	975,000
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	209,163	66,000
Unvested Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	373,565	131,000

Net Income (Loss) Per Share -_2

Net Income (Loss) Per Share - Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Income (Loss) Per Share (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
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	Dec. 31, 2022	Dec. 31, 2021
Level 1
Financial Liabilities Fair Value
Total liabilities measured at fair value	$ 1,495
Level 1 | Public Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value	1,495
Level 3
Financial Liabilities Fair Value
Total liabilities measured at fair value	137,040	$ 9,250
Level 3 | Public Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value		4,375
Level 3 | Private Placement Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value	2,479	4,000
Carrying Value
Financial Liabilities Fair Value
Total liabilities measured at fair value	138,535	9,250
Carrying Value | Public Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value	1,495	4,375
Carrying Value | Private Placement Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value	2,479	4,000
Contingent earnout consideration | Level 3
Financial Liabilities Fair Value
Total liabilities measured at fair value	134,561
Contingent earnout consideration | Carrying Value
Financial Liabilities Fair Value
Total liabilities measured at fair value	$ 134,561
Classified Contingent Consideration | Level 3
Financial Liabilities Fair Value
Total liabilities measured at fair value		875
Classified Contingent Consideration | Carrying Value
Financial Liabilities Fair Value
Total liabilities measured at fair value		$ 875

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Nov. 10, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent earnout shares payable	37.5
Contingent earnout liability	$ 134,561,000
Recognized benefit resulting from decrease in fair value of derivative warrant liabilities	$ 4,400,000	$ 20,800,000
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants
Fair value, liabilities, Level 1 to Level 2 transfers, amount	$ 0
Fair value, liabilities, Level 2 to Level 1 transfers, amount	0
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3	0
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3	$ 0
Steward Acquisition
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business acquisition, share price	$ 3.65
Percentage of probability payout	99%
Steward Acquisition | Class A Common Stock
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business acquisition, share price			$ 5.72

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Quantitative Information of Level 3 Fair Value Measurements Inputs (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Private Placement Warrants | Exercise Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	11.50	11.50
Private Placement Warrants | Underlying stock price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	3.65	7.68
Private Placement Warrants | Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	69.1	37.6
Private Placement Warrants | Expected Life of the Options to Convert
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Expected life of the options to convert (years)	3 years 5 months 8 days	4 years 5 months 8 days
Private Placement Warrants | Risk Free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	4.08	1.17
Private Placement Warrants | Dividend Yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	0	0
Level 3 | Public and Private Placement Warrants | Exercise Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	11.50
Level 3 | Public and Private Placement Warrants | Underlying stock price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	13.30
Level 3 | Public and Private Placement Warrants | Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	50.9
Level 3 | Public and Private Placement Warrants | Expected Life of the Options to Convert
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Expected life of the options to convert (years)	5 years
Level 3 | Public and Private Placement Warrants | Risk Free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	0.85
Level 3 | Public and Private Placement Warrants | Dividend Yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	0

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Activity of the Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 9,250
Warrants issued as part of the Business Combination		$ 29,132
Contingent consideration issued		875
Change in fair value of derivative warrant liabilities	(4,401)	(20,757)
Payment of contingent consideration	(875)
Contingent consideration as part of the Steward Acquisition	210,856
Change in fair value of contingent consideration	(76,295)
Ending Balance	$ 138,535	$ 9,250

Fair Value Measurements - Sch_4

Fair Value Measurements - Schedule of Measured at Fair Value on Nonrecurring Basis (Details) - Nonrecurring Measurement $ in Thousands	Dec. 31, 2022 USD ($)
Carrying Value
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	$ 276,775
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	273,100
Fixed rate debt | Carrying Value
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	36,498
Fixed rate debt | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	32,820
Floating rate debt | Carrying Value
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	240,277
Floating rate debt | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	$ 240,280

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)			12 Months Ended
	Nov. 10, 2022	Jul. 13, 2021	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock | Steward Acquisition
Related Party Transaction [Line Items]
Consideration, shares	23,500,000
Percentage of common stock on seller owning	21%
Series A and Series B Warrants
Related Party Transaction [Line Items]
Portion of warrants recorded in other current assets			$ 600,000	$ 900,000
Advisory Agreement | Series B Warrant
Related Party Transaction [Line Items]
Number of vesting of warrants for advisory services			1,500,000	0
Construction Advisory Services
Related Party Transaction [Line Items]
Related party expenses			$ 400,000	$ 0
Advisor | Advisory Agreement
Related Party Transaction [Line Items]
Minimum ownership common shares to be maintained by related party		500,000
Advisor | Advisory Agreement | Class A Common Shares and Series A Warrants
Related Party Transaction [Line Items]
Fair value method to allocate purchase price between common shares and warrants		$ 5,000,000
Prepaid service contracts		$ 14,500,000
Expense related to amortization			0	$ 200,000
Advisor | Advisory Agreement | Series B Warrant
Related Party Transaction [Line Items]
Prepaid service contracts			7,600,000
MSP Recovery, Inc
Related Party Transaction [Line Items]
Accounts receivable			2,300,000
Subrogation income			$ 700,000

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lessee Lease Description [Line Items]
Lease expiring term	various times through 2043
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 44.2
Operating lease liabilities payment	9.4
Aggregated estimated future lease payments	$ 103
Lease expense		$ 7.2
Maximum
Lessee Lease Description [Line Items]
Leases, expected to commence period	2024
Initial lease terms	20 years
Minimum
Lessee Lease Description [Line Items]
Leases, expected to commence period	2023
Initial lease terms	10 years

Leases - Schedule of Lease Cost

Leases - Schedule of Lease Costs (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating lease cost	$ 13,769
Variable lease cost	1,897
Short-term lease cost	1,145
Total lease cost	$ 16,810

Leases - Schedule of Weighted A

Leases - Schedule of Weighted Average Remaining Lease Terms and Discount Rates (Details)	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term (years)	11 years
Weighted-average discount rate	6.33%

Leases - Schedule of Maturities

Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 10,508
2024	14,522
2025	13,760
2026	12,869
2027	12,090
Thereafter	83,944
Total	147,693
Less: Present value discount	(46,116)
Present value of lease liabilities	$ 101,577

Leases - Schedule of Future Min

Leases - Schedule of Future Minimum Rental Payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 10,087
2023	10,028
2024	9,715
2025	9,374
2026	8,685
Thereafter	58,763
Total lease payments	$ 106,652

Income Taxes - Components of In

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal	$ (15,536)	$ 126
State	(4,006)	33
Total deferred income tax (benefit) provision	$ (19,542)	$ 159

Income Taxes - Summary of Recon

Income Taxes - Summary of Reconciliation Between Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal statutory rate	21%	21%
State statutory rate, net of federal benefit	7.70%	4.90%
Transaction costs	(2.20%)	(14.20%)
Earnout liability adjustments	27.90%	0%
Nondeductible amortization	(17.20%)	(0.00%)
PPP loan forgiveness	0%	8.10%
Other	(0.20%)	(0.20%)
Change in valuation allowance	(2.90%)	(22.10%)
Effective tax rate	34.10%	(2.50%)

Income Taxes - Summary of Defer

Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Accrued expenses	$ 6,738	$ 2,257
Derivative warrant liabilities	1,053	2,219
Federal and state net operating carryforwards	24,184	15,982
Business expense limitation	11,682	6,962
Lease liabilities	27,033
Property and equipment	312
Total deferred tax assets	71,002	27,420
Less: Valuation allowances	(25,793)	(26,128)
Total deferred tax assets, net	45,209	1,292
Deferred tax liabilities:
Intangibles, net	(18,524)	(1,480)
Property and equipment		(18)
Prepaid expenses	(7)	(219)
Right of use lease assets	(28,868)
Total deferred tax liabilities	(47,399)	(1,717)
Total deferred tax asset (liability),net	$ (2,190)	$ (425)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2017	Jun. 08, 2021
Operating Loss Carryforwards [Line Items]
Income tax expense	$ (19,542,000)	$ 159,000
Decrease in income tax valuation allowance	300,000
Operating loss carryforward subject to Section 382 limitation				$ 43,900,000
Operating loss carryforward subject to business expense Section 382 limitation				$ 21,900,000
Uncertain tax positions	$ 0	0
Earliest tax year
Operating Loss Carryforwards [Line Items]
Open tax year	2017
Federal
Operating Loss Carryforwards [Line Items]
Loss carryforwards	$ 91,300,000	60,200,000
Loss carryforwards subject to expiration			$ 9,000,000
Net operating losses expiration year			2037
State
Operating Loss Carryforwards [Line Items]
Loss carryforwards	$ 90,700,000	$ 60,900,000

Variable Interest Entities - Sc

Variable Interest Entities - Schedule of Assets and liabilities of PCs and Care Optical (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Assets	$ 1,170,743	$ 653,092
Liabilities	551,196	147,722
Operating expenses	743,297	324,585
Net loss	(37,796)	$ (6,675)
PCs and Care Optical
Variable Interest Entity [Line Items]
Assets	1,097
Liabilities	2,961
Revenues	1,515
Operating expenses	3,551
Net loss	$ (2,036)

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	Mar. 08, 2023	Dec. 31, 2022	Mar. 24, 2023	Nov. 30, 2022	May 31, 2022
Subsequent Event [Line Items]
Option to capitalize, percentage of interest as principal outstanding		4%
Subsequent Event
Subsequent Event [Line Items]
Debt instrument interest capitalized percentage	4%
Subsequent Event | Beginning on Second Anniversary
Subsequent Event [Line Items]
Debt instrument interest capitalized percentage	3.50%
Subsequent Event | Beginning on Third Anniversary
Subsequent Event [Line Items]
Debt instrument interest capitalized percentage	3%
Subsequent Event | Beginning on December 10, 2025
Subsequent Event [Line Items]
Debt instrument interest capitalized percentage	1.50%
Delayed Draw Term Loan B Facility | Subsequent Event
Subsequent Event [Line Items]
Aggregate principal amount	$ 60
Delayed Draw Term Loan
Subsequent Event [Line Items]
Aggregate principal amount					$ 110
Amount drawn				$ 45
Delayed Draw Term Loan | Subsequent Event
Subsequent Event [Line Items]
Aggregate principal amount	$ 110
Revised term loan expiration period	45 days
Amount drawn			$ 30
Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Aggregate principal amount	$ 45