CareMax (CMAXQ) 10-Q 9 May 24 2024 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 06, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Registrant Name	CareMax, Inc.
Entity Central Index Key	0001813914
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity File Number	001-39391
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-0992224
Entity Address, Address Line One	1000 NW 57th Court
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33126
City Area Code	786
Local Phone Number	360-4768
Entity Current Reporting Status	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Bankruptcy Proceedings, Reporting Current	true
Entity Interactive Data Current	Yes
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,802,883
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 1/30th of one share of Class A common stock
Trading Symbol	CMAXW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 41,479	$ 65,528
Accounts receivable, net	107,985	114,754
Other current assets	6,650	3,066
Total Current Assets	156,113	183,348
Property and equipment, net	47,243	47,918
Operating lease right-of-use assets	109,947	109,215
Goodwill, net	156,841	156,841
Intangible assets, net	96,092	101,243
Other assets	47,965	24,737
Total Assets	614,202	623,301
Current Liabilities
Accounts payable	6,704	6,275
Accrued expenses	20,172	16,224
Risk settlement liabilities	53,599	42,602
Related party liabilities	1,229	190
Current portion of third-party debt, net	390,995	364,380
Current portion of operating lease liabilities	32,062	8,975
Other current liabilities	2,354	165
Total Current Liabilities	507,114	438,812
Derivative liabilities	49	22
Long-term debt, net	1,879	21,443
Long-term operating lease liabilities	78,417	97,136
Other liabilities	6,340	4,443
Total Liabilities	593,800	561,856
COMMITMENTS AND CONTINGENCIES (NOTE 14)
STOCKHOLDERS' EQUITY
Preferred stock (1,000,000 shares authorized; one share issued and outstanding as of March 31, 2024 and December 31, 2023)
Class A common stock ($0.0001 par value; 8,333,333 shares authorized; 3,802,883 and 3,744,732 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)	11	11
Additional paid-in-capital	784,736	782,371
Accumulated deficit	(764,345)	(720,938)
Total Stockholders' Equity	20,403	61,444
Total Liabilities and Stockholders' Equity	$ 614,202	$ 623,301

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	1	1
Preferred stock, shares outstanding	1	1
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	8,333,333	8,333,333
Common stock, shares issued	3,802,883	3,744,732
Common stock, shares outstanding	3,802,883	3,744,732

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue
Total revenue	$ 232,246	$ 172,983
Operating Expenses
External provider costs	180,941	110,673
Cost of care	43,133	38,627
Sales and marketing	3,064	3,765
Corporate, general and administrative	20,108	23,965
Depreciation and amortization	6,705	6,576
Goodwill impairment	0	98,000
Total operating expenses	253,951	281,606
Operating loss	(21,705)	(108,623)
Nonoperating (expenses) income
Interest expense	(19,756)	(10,711)
Change in fair value of derivative liabilities	(2,381)	1,107
Gain on remeasurement of contingent earnout liabilities	0	36,136
Other income, net	610	187
Total nonoperating (expenses) income	(21,526)	26,718
Loss before income tax	(43,231)	(81,904)
Income tax expense	(177)	(177)
Net loss	$ (43,408)	$ (82,082)
Weighted average basic shares outstanding	3,778,600	3,712,027
Weighted average diluted shares outstanding	3,778,600	3,712,027
Net loss per share
Basic	$ (11.49)	$ (22.11)
Diluted	$ (11.49)	$ (22.11)
Medicare
Revenue
Total revenue	$ 168,502	$ 121,593
Medicaid
Revenue
Total revenue	37,653	25,626
Government Value
Revenue
Total revenue	18,815	10,010
Other Revenue
Revenue
Total revenue	$ 7,276	$ 15,754

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'/MEMBERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in-Capital	Retained Earnings (Deficit)
Beginning balance at Dec. 31, 2022	$ 619,547	$ 11	$ 657,126	$ (37,590)
Beginning balance (in shares) at Dec. 31, 2022		3,711,086
Stock-based compensation expense	2,298		2,298
Issuance of shares upon vesting of stock-based compensation awards		941
Net loss	(82,082)			(82,082)
Ending balance at Mar. 31, 2023	539,763	$ 11	659,424	(119,672)
Ending balance (in shares) at Mar. 31, 2023		3,712,027
Beginning balance at Dec. 31, 2023	61,444	$ 11	782,371	(720,938)
Beginning balance (in shares) at Dec. 31, 2023		3,744,732
Stock-based compensation expense	2,365		2,365
Net loss	(43,408)			(43,408)
Fractional shares issued upon Reverse Split		58,151
Ending balance at Mar. 31, 2024	$ 20,403	$ 11	$ 784,736	$ (764,345)
Ending balance (in shares) at Mar. 31, 2024		3,802,883

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (43,408)	$ (82,082)
Adjustments to reconcile net loss to cash and cash equivalents:
Depreciation and amortization expense	6,705	6,576
Amortization of debt issuance costs and discounts	931	1,839
Stock-based compensation expense	2,365	2,298
Income tax expense	177	177
Change in fair value of derivative liabilities	2,381	(1,107)
Gain on remeasurement of contingent earnout liabilities	0	(36,136)
Payment-in-kind interest expense	5,915	2,453
Non-cash finance lease expense	156	0
Provision for credit losses	(302)	(104)
Goodwill impairment	0	98,000
Amortization of right-of-use assets	2,675	2,725
Other non-cash, net	134	1,080
Changes in operating assets and liabilities:
Accounts receivable	7,072	(7,850)
Other current assets	(3,583)	(1,961)
Risk settlement liabilities	10,997	(454)
Other assets	(23,332)	(9,735)
Operating lease liabilities	962	(1,280)
Accounts payable	(188)	(500)
Accrued expenses	3,948	(29)
Related party liabilities	1,039	0
Other liabilities	1,555	4,343
Net cash used in operating activities	(23,802)	(21,746)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(126)	(2,286)
Net cash used in investing activities	(126)	(2,286)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings, net	0	27,000
Principal payments of debt	(119)	(25)
Payments of debt issuance costs	0	(348)
Net cash (used in) provided by financing activities	(119)	26,627
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(24,047)	2,596
Cash and cash equivalents - beginning of period	65,528	41,626
CASH AND CASH EQUIVALENTS - END OF PERIOD	41,479	44,222
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
Additions to property and equipment funded through accounts payable	617	947
Financed property and equipment purchases	168	0
Decrease in right-of-use assets and lease liabilities due to lease remeasurements	145	0
Right-of-use assets obtained in exchange for operating lease obligations	4,388	0
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$ 8,915	$ 6,375

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (43,408)	$ (82,082)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Description of Business and Goi

Description of Business and Going Concern	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Going Concern	Note 1. DESCRIPTION of business and going concern 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 provides 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 March 31, 2024 , the Company operated 55 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. The Business Combination and Acquisitions On December 18, 2020, DFHT entered into a Business Combination Agreement (the “Business Combination Agreement”) with CareMax Medical Group, L.L.C., a Florida limited liability company (“CMG”), and entities listed in the Business Combination Agreement, IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC”), IMC Holdings, LP, a Delaware limited partnership, and Deerfield Partners, L.P. 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, Stallion Medical Management, LLC, Unlimited Medical Services of Florida, LLC, Advantis Physician Alliance, LLC, Business Intelligence & Analytics LLC, and three additional businesses. In November 2022, the Company acquired the Medicare value-based care business of Steward Health Care System (“Steward Value Based Care”, and such transaction the “Steward Acquisition”). Going Concern The Company’s condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has generated recurring losses and negative cash flows from operations since completion of the Business Combination, and believes that, absent the Company successfully taking certain measures to reduce operating expenses and/or divest certain assets or businesses, as set forth below, the Company will continue to incur net losses and negative cash flows for the foreseeable future. The Company obtained a limited waiver of certain breaches of financial and administrative covenants under the Credit Agreement (as defined below) through May 15, 2024, subject to an earlier termination of the waiver upon the occurrence of certain specified events, as further explained in Note 7, Debt and Related Party Debt . Further, as of March 31, 2024, the Company was in breach of certain financial and administrative covenants (such as the failure to pay rent when it came due) under certain of its lease agreements, as further explained in Note 12, Leases . Although the Company had $ 41.5 million in cash and cash equivalents and $ 108.0 million of current accounts receivable, net, at March 31, 2024, absent the Company successfully implementing management’s plans as set forth below, the Company believes it will not be able to comply with the minimum liquidity requirement and maximum leverage ratio covenants contained in its Credit Agreement once the current limited waiver expires, nor will it be able to comply with certain financial covenants under certain of the Company ’s leases. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for one year after the date these condensed consolidated financial statements are issued, and these financial statements do not include any adjustments that may result from the outcome of this uncertainty. To address the Company’s capital needs, the Company is undergoing efforts to reduce operating expenses and pursuing various equity and debt refinancing and other strategic alternatives, including the possibility of a restructuring under Chapter 11 of the US Bankruptcy Code if the Company is unable to successfully implement its plans. Management’s plans that are intended to mitigate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern include selling certain assets, exiting certain markets and reducing operating expenses. The Company’s efforts to reduce operating expenses may include lowering external provider costs, exiting unprofitable centers, consolidating certain medical centers, delaying capital expenditures and reducing non-essential spending. The Company may also seek to raise additional capital or refinance its indebtedness to provide additional liquidity to fund its losses until its operations become cash flow positive. There is no guarantee that the Company will be able to implement its operational plans or raise additional equity or debt financing on acceptable terms, if at all. Reverse Stock Split On January 31, 2024 (the “Effective Date”), the Company effected a 1-for-30 reverse stock split (the “Reverse Split”) of the Company’s Class A common stock, par value $ 0.0001 per share (“Class A Common Stock”). As a result of the Reverse Split, every thirty shares of the Class A Common Stock issued and outstanding as of the Effective Date automatically converted into one share of Class A Common Stock. No fractional shares were issued in connection with the Reverse Split. In lieu of issuing fractional shares, stockholders of record who otherwise would have been entitled to receive fractional shares were entitled to rounding up of the fractional share to the nearest whole number. The Reverse Split automatically and proportionately adjusted, based on a 1-for-30 split ratio, all issued and outstanding shares of the Company ’s common stock, as well as the terms of warrants outstanding at the time of the effectiveness of the Reverse Split. Proportionate adjustments were made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of common stock. There was no change in the par value of our Common Stock or Preferred Stock. References to number of shares of Class A Common Stock and per share data (except par value) in the financial statements and notes thereto for all periods presented have been adjusted to reflect the Reverse Split.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The condensed 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 in the prior year's unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation. There is no comprehensive income (loss) so the statements of comprehensive income (loss) are not presented. Segment Financial Information The Company’s chief operating decision maker (“CODM”), who is the Company’ s Chief Executive Officer, 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 CODM and operates in and reports as a single operating segment. For the periods presented, materially all of the Company’s long-lived assets were located in the United States, and all revenue was earned in the United States. Significant Accounting Policies There have been no changes to our significant accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2023 , which was filed with the SEC on March 18, 2024. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The areas where significant estimates are used in the financial statements include, but are not limited to, revenues and related receivables from risk adjustments, costs of our services and related liabilities, 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 liabilities, and the estimated useful lives of fixed assets and intangible assets, including internally developed software. Actual results could differ from those estimates. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (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 non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, as an emerging growth company, the Company is exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and the Company’s independent registered public accounting firm is not required to evaluate and report on the effectiveness of internal control over financial reporting. Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity ’ s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The guidance allows for either full retrospective adoption or modified retrospective adoption. The guidance is effective for the Company in the first quarter of fiscal year 2025 and early adoption is permitted. The Company is evaluating the impact the adoption of this guidance will have on its condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures . This guidance requires annual and interim disclosure of significant segment expenses that are provided to the CODM as well as interim disclosures for all reportable segment’s profit or loss and assets. This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. This guidance is expected to improve financial reporting by providing additional information about a public company’s significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period. The ASU is effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company does not expect adoption of ASU 2023-07 will have a significant impact on the disclosures within our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU is effective for the Company’s fiscal year beginning January 1, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company does not expect adoption of ASU 2023-09 will have a significant impact on the disclosures within our consolidated financial statements.

Accounts Receivable

Accounts Receivable	3 Months Ended
	Mar. 31, 2024
Receivables [Abstract]
Accounts Receivable	NOTE 3. ACCOUNTS RECEIVABLE The Company’s accounts receivable are presented net of the unpaid external provider costs. A right of offset exists when all of the following conditions are met: 1) each of the two parties owed the other determinable amounts; 2) the reporting party has the right to offset the amount owed with the amount owed to the other party; 3) the reporting party intends to offset; and 4) the right of offset is enforceable by law. The Company believes all of the aforementioned conditions existed as of March 31, 2024 and December 31, 2023. As of March 31, 2024 and December 31, 2023, $ 26.0 million and $ 8.9 million of accounts receivable were included in other assets in the Company’s condensed consolidated balance sheets. Composition of the Company ’s current accounts receivable, net, and risk settlement liabilities was as follows ( in thousands ): As of March 31, 2024 As of December 31, 2023 Risk-based accounts receivable $ 161,619 $ 170,397 Incurred but not reported claims liability ( 56,471 ) ( 58,027 ) Other receivables 2,837 2,384 Accounts receivable, net $ 107,985 $ 114,754 As of March 31, 2024 As of December 31, 2023 Risk-based accounts receivable $ 21,042 $ 381 Incurred but not reported claims liability ( 69,440 ) ( 37,401 ) Distribution liabilities ( 5,201 ) ( 5,583 ) Risk settlement liabilities $ ( 53,599 ) $ ( 42,602 ) The Company re-evaluated key assumptions and estimates and based on this analysis, the Company identified changes in estimates to revenue, external provider costs, short-term and long-term accounts receivable, net, and risk settlement liabilities. Accordingly, the Company recognized the following changes in prior year estimates in each respective period ( in thousands ): Three Months Ended March 31, Increase (decrease) 2024 2023 Revenue $ ( 540 ) $ ( 26,913 ) External provider costs ( 7,363 ) ( 12,413 ) Short-term and long-term accounts receivable, net ( 2,680 ) ( 14,500 ) Risk settlement liabilities ( 9,503 ) — For the three months ended March 31, 2024, the decreases were mostly driven by favorable development in provider costs from Medicare full risk plans, partially offset by unfavorable development in provider costs from Medicaid full risk plans primarily from 2022 dates of service. For the three months ended March 31, 2023, the developments were primarily driven by new, updated information regarding MSO membership at one health plan, and an unseasonably early flu season. Concentration of Credit Risk Composition of the Company ’s revenues and accounts receivable balances for the payors comprising 10% or more of revenue was as follows (n/a - indicates balance or activity that is less than 10%): Revenue Three Months Ended March 31, 2024 2023 Payor A 19 % 31 % Payor B 13 % n/a Payor C 18 % 22 % Payor D 13 % 12 % Payor E 11 % 20 % Short-Term and Long-Term Accounts Receivable, net As of March 31, 2024 As of December 31, 2023 Payor A 10 % 10 % Payor B n/a 10 % Payor C n/a n/a Payor D n/a n/a Payor E n/a n/a As of March 31, 2024 and December 31, 2023, the Company’s provision for credit losses was $ 2.8 million a nd $ 3.1 million, respectively.

Reinsurance

Reinsurance	3 Months Ended
	Mar. 31, 2024
Reinsurance Disclosures [Abstract]
Reinsurance	NOTE 4. REINSURANCE The Company purchases 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 Company’s condensed 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 $ 300,000 per patient per year. Premium expense incurred was $ 7.9 million and $ 6.8 million fo r the three months ended March 31, 2024, and 2023, 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 $ 7.8 million and $ 4.6 million for the three months ended March 31, 2024 and 2023, respectively. Estimated recoveries under stop loss policies are reported within accounts receivable, net, or risk settlement liabilities 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	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	NOTE 5. G OODWILL AND OTHER INTANGIBLE ASSETS Goodwill The Company’s policy is to test goodwill for impairment annually on December 31, or on an interim basis if an event triggering impairment may have occurred. As of March 31, 2024, our total shareholders’ equity exceeded our market capitalization. Accordingly, we estimated the fair value of our single reporting unit primarily on the basis of the Company’ s market capitalization after considering reasonable control premiums which could be expected in transactions with third-party market participants. Based on this analysis, no goodwill impairment was identified. As of March 31, 2023, the economic uncertainty and market volatility resulting from the rising interest rate environment, the then-recent banking crisis and other industry developments resulted in a decrease in the Company’s stock price and market capitalization. Management believed that such decrease was a triggering event requiring an interim goodwill impairment quantitative analysis. The Company performed a market capitalization reconciliation to evaluate the Company’s estimated fair value balance and support the implied control premium. Based on the quantitative analysis performed, the Company’ s estimated fair value as of March 31, 2023 was less than its carrying value as of March 31, 2023 by 17.9 % or $ 98.0 million. The $ 98.0 million goodwill impairment charge was reflected in goodwill impairment in the Company ’s statements of operations for the three months ended March 31, 2023. The Company’ s cumulative goodwill impairment was $ 617.2 million as of March 31, 2024 and December 31, 2023. Other Intangible Assets The following tables summarize the gross carrying amounts, accumulated amortization and net carrying amounts of intangible assets by major class ( in thousands ): Gross Carrying Accumulated Net Carrying March 31, 2024 Risk contracts $ 102,070 $ ( 42,734 ) $ 59,336 Provider network 42,900 ( 8,512 ) 34,388 Non-compete agreements 4,170 ( 2,548 ) 1,622 Trademarks 1,862 ( 1,526 ) 336 Other 693 ( 284 ) 410 Total $ 151,695 $ ( 55,603 ) $ 96,092 Gross Carrying Accumulated Net Carrying December 31, 2023 Risk contracts $ 102,070 $ ( 39,394 ) $ 62,676 Provider network 42,900 ( 6,980 ) 35,920 Non-compete agreements 4,170 ( 2,343 ) 1,827 Trademarks 1,862 ( 1,491 ) 371 Other 693 ( 244 ) 449 Total $ 151,695 $ ( 50,452 ) $ 101,243 Amortization expense, excluding amortization related to the finance lease right-of-use asset, totaled $ 5.2 million and $ 5.4 million for the three months ended March 31, 2024 and 2023 , respectively.

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 6. PROPERTY AND EQUIPMENT Property and equipment at March 31, 2024 and December 31, 2023 consisted of the following ( in thousands ): March 31, 2024 December 31, 2023 Leasehold improvements $ 21,082 $ 19,200 Vehicles 2,779 2,892 Furniture and equipment 12,949 12,765 Software 3,865 3,865 Assets under finance leases (1) 18,312 18,552 Construction in progress 3,853 5,074 Total 62,841 62,349 Less: Accumulated depreciation and amortization (2) ( 15,598 ) ( 14,431 ) Total Property and equipment, net $ 47,243 $ 47,918 (1) Refer to Note 12, Leases , for information. (2) Includes accumulated amortization related to finance lease right-of-use assets of $ 0.9 million and $ 0.6 million as of March 31, 2024 and December 31, 2023, respectively. Construction in progress primarily consists of leasehold improvements at the Company’s centers, which have not opened. Depreciation expense, including amortization related to finance lease right-of-use assets, totaled $ 1.6 million and $ 1.2 million for the three months ended March 31, 2024 and 2023 , respectively.

Debt and Related Party Debt

Debt and Related Party Debt	3 Months Ended
	Mar. 31, 2024
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 $ 300.0 million in term loans, comprised of (i) initial term loans in the aggregate principal amount of $ 190.0 million (the “Initial Term Loans”) and (ii) a delayed term loan facility in the aggregate principal amount of $ 110.0 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 $ 190.0 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. 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 was initially 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. The Credit Agreement contains embedded derivatives related to optional and mandatory prepayments, default interest and the impact of potential legislative changes. Embedded derivatives are separated from the host contract, and are carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. The Company has concluded that mandatory prepayment and default interest features within the Credit Agreement meet these criteria and, as such, are valued separately and apart from the Credit Agreement and are recorded at fair value each reporting period. While such embedded features did not have material value prior to this period, the value of these bifurcated derivatives as of March 31, 2024 is approximately $ 2.4 million. Changes in the fair value of these derivatives are reflected in the Change in fair value of derivative liabilities within the condensed consolidated statements of operations and the fair value of the derivatives as of March 31, 2024 is reflected in other current liabilities within the condensed consolidated balance sheets. Refer to Note 10, Fair Value Measurements , for information about the valuation of the embedded derivatives. 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 15, 2024 (the “Third Amendment Effective Date”), the Company entered into a Waiver and Third Amendment to the Credit Agreement (the “Third Amendment”). The Third Amendment amended the Credit Agreement to, among other things, (i) waive certain events of default under the Credit Agreement in the limited manner set forth therein through May 15, 2024 (the “Third Amendment Specified Period”), subject to an earlier termination of the waiver upon the occurrence of certain specified events, (ii) increase the applicable margin rate by 2.00 % during the Third Amendment Specified Period, which additional interest the Company may elect to capitalize as principal amount on the outstanding loans and (iii) modify certain covenants contained in the Credit Agreement, including, but not limited to, reducing the minimum liquidity requirement to $ 10 million during the Third Amendment Specified Period and providing for additional reporting to the lenders. During the three months ended March 31, 2024 and 2023 , the Company drew $ 0 and $ 30.0 million of the Delayed Draw Term Loans, respectively. Based on the elections made by the Company, as of March 31, 2024, b orrowings 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 11.00 %. As permitted under the Credit Agreement, the Company elected to capitalize 6.00 % of the interest as principal amount. As a result of this election, the cash interest component of the applicable margin increased by 0.50 %. 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 Sparta Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Sparta Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Sparta Merger Sub I LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger LLC I”), Sparta Merger Sub II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (together with Merger LLC I, the “Guarantors”), Steward Accountable Care Network, Inc. (n/k/a as Steward Accountable Care Network, LLC) and Steward National Care Network, Inc. (n/k/a Steward National Care Network, LLC), 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 $ 35.5 million. The Company used the proceeds of the Term Loan to fund the payment for the estimated value of the accounts receivable attributable to Medicare value-based payments for the period between January 1, 2022 and the closing of the Steward Acquisition, minus the amount of such payments payable to the affiliate physicians of the acquired Steward entities (the “Financed Net Pre-Closing Medicare AR”). The Term Loan bore fixed interest at a rate 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 was paid-in-kind and capitalized to principal monthly in arrears. Pursuant to the Agreement and Plan of Merger entered into in connection with the Steward Acquisition (the “Merger Agreement”), Sparta Holding Co. LLC agreed to pay the costs of financing the Financed Net Pre-Closing Medicare AR and, at the closing of the Steward Acquisition, paid to the Borrowers $ 6.8 million, representing all scheduled payments of interest and fees from the Steward Acquisition closing date up to and including November 30, 2023, which amount was then paid in advance by the Borrowers to the Lenders. In October 2023, the Company paid off all outstanding indebtedness of $ 35.5 million due under the Loan and Security Agreement with the proceeds of the MSSP payment from the federal government, and the Loan and Security Agreement was terminated. Elevance Health In October 2022, in connection with the collaboration agreement with Elevance Health (formerly known as Anthem) the Company entered into a promissory note for $ 1.0 million due in October 2032 . This borrowing bears a fixed interest rate of 6.25 % per annum. Finance Leases Refer to Note 12, Leases , for information about the Company’s finance leases. As of March 31, 2024 and December 31, 2023, debt consisted of the following (in thousands ): March 31, 2024 December 31, 2023 Indebtedness under the Credit Agreement, weighted-average interest rate of 15.2 % during the three months ended March 31, 2024. $ 383,256 $ 377,340 Finance lease obligations, interest averaging 13.5 % and maturing at various dates through 2043 as of March 31, 2024 and December 31, 2023. 19,768 19,612 Other 2,297 2,220 Less: Unamortized discounts and debt issuance costs ( 12,447 ) ( 13,349 ) 392,874 385,823 Less: Current portion ( 390,995 ) ( 364,380 ) Long-term portion $ 1,879 $ 21,443 Future maturities of the indebtedness outstanding at March 31, 2024 were as follows ( in thousands ): Year Amount Remainder of 2024 $ 322 2025 3,566 2026 4,172 2027 376,564 2028 769 Thereafter 160 Total $ 385,553 In the table above, the future maturities are presented consistent with the contractual terms. As of March 31, 2024, we were in compliance with all of the financial covenants under the Credit Agreement, as amended through the Third Amendment; however, we do not expect to be in compliance during the subsequent quarterly testing dates. A breach of any of the covenants under the Credit Agreement or the occurrence of other events specified in the Credit Agreement could result in an event of default under the same and give rise to the lenders’ right to accelerate our debt obligations thereunder and pursue other remedial actions under such agreement and/or trigger a cross default under our long-term leases. Accordingly, as of March 31, 2024 , the full balance of the outstanding indebtedness related to the Credit Agreement was classified as a current liability in our condensed consolidated balance sheet. Refer to Note 1, Description of Business and Going Concern , for going concern considerations.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	NOTE 8. STOCK-BASED COMPENSATION The Company’ s 2021 Long-Term Incentive Plan (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 233,333 shares of Class A Common Stock and will be increased automatically, without further action of the Company’s board of directors, on January 1st of each calendar year commencing after the Closing Date and ending on (and including) January 1, 2031, by a number of shares of Class A Common Stock equal to the lesser of (i) four percent of the aggregate number of shares of Class A Common Stock outstanding on December 31st of the immediately preceding calendar year, excluding for this purpose any such outstanding shares of Class A Common Stock that were granted under the 2021 Plan and remain unvested and subject to forfeiture as of the relevant December 31st, or (ii) a lesser number of shares of Class A Common Stock as determined by the Company’s board of directors or the Compensation Committee of the board of directors prior to the relevant January 1st. Our outstanding stock-based compensation awards consist of time-based share awards, performance-based share awards and options. Our equity awards generally vest over a three-year period, subject to continued provision of services to the Company through the applicable vesting date. During the three months ended March 31, 2024 and 2023 , no equity awards were granted under the 2021 Plan and there was no vesting of previously issued awards. During the three months ended March 31, 2024 and 2023 , the Company recognized stock-based compensation expense totaling $ 2.4 million and $ 2.3 million, respectively. As of March 31, 2024 and 2023 , total unrecognized compensation expense related to unvested equity awards was $ 11.8 million and $ 16.4 million, respectively, expected to be recognized over a weighted-average period of 1.6 years and 1.9 years, respectively.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Net Loss Per Share	NOTE 9. NET LOSS PER SHARE The following table sets forth the calculation of basic and diluted net loss per share for the periods indicated based on the weighted-average number of common shares outstanding ( in thousands, except share and per share data ): Three Months Ended March 31, 2024 2023 Net loss attributable to CareMax, Inc. Class A common stockholders $ ( 43,408 ) $ ( 82,082 ) Weighted-average basic shares outstanding 3,778,600 3,712,027 Weighted-average diluted shares outstanding 3,778,600 3,712,027 Net loss per share: Basic $ ( 11.49 ) $ ( 22.11 ) Diluted $ ( 11.49 ) $ ( 22.11 ) The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive or because issuance of shares underlying such securities is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended March 31, 2024 2023 Series A and Series B warrants 266,667 266,667 Public and private placement warrants 193,055 193,055 Contingent consideration 1,250,000 1,356,667 Unvested restricted stock units 111,969 84,928 Unvested performance stock units (assumes 100 % target payout) 15,050 6,972 Unvested options 25,012 12,452 Total 1,861,753 1,920,740

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 10. FAIR VALUE MEASUREMENTS Financial Instruments that are Measured at Fair Value on a Recurring Basis The following tables present 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 ): Fair Value March 31, 2024 Quoted Prices Significant other Significant other Description Carrying Value (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - public warrants $ 49 $ 49 $ — $ — Derivative warrant liabilities - private placement warrants — — — — Embedded derivative liabilities - Credit Agreement 2,354 — — 2,354 Total liabilities measured at fair value $ 2,403 $ 49 $ — $ 2,354 Fair Value December 31, 2023 Quoted Prices Significant other Significant other Description Carrying Value (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - public warrants $ 22 $ 22 $ — $ — Derivative warrant liabilities - private placement warrants 1 — — 1 Embedded derivative liabilities - Credit Agreement — — — — Total liabilities measured at fair value $ 22 $ 22 $ — $ 1 Derivative Warrant Liabilities Fair value of public warrants is measured using the listed market price of such warrants. Fair value of the private placement warrants is estimated using a Monte Carlo simulation model at 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. During the three months ended March 31, 2024 and 2023 , the Company recognized a loss of less than $ 0.1 million and a gain of $ 1.1 million, respectively, related to the change in the fair value of the derivative warrant liabilities . Credit Agreement Embedded Derivatives Fair value of the embedded derivatives contained in the Credit Agreement is estimated using the discounted cash flow model. This involves significant Level 3 inputs and assumptions including the probability of occurrence of the respective triggering events and our risk-adjusted discount rate. During the three months ended March 31, 2024 and 2023 , the Company recognized a loss of $ 2.4 million and $ 0 , respectively, related to the change in the fair value of the Credit Agreement embedded derivatives. As of March 31, 2024, the carrying value of the embedded derivatives is recorded in other current liabilities in the Company ’s condensed consolidated balance sheet. Transfers between level 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2024 or 2 0 23 . Activity of the Level 3 liabilities during the three months ended March 31, 2024 measured at fair value was as follows (in thousands): Balance as of December 31, 2023 $ 1 Change in fair value of Credit Agreement embedded derivative liabilities 2,354 Change in fair value of derivative warrant liabilities ( 1 ) Balance as of March 31, 2024 $ 2,354 Activity of the Level 3 liabilities during the three months ended March 31, 2023 measured at fair value was as follows (in thousands): Balance as of December 31, 2022 $ 138,535 Change in fair value of derivative warrant liabilities ( 1,107 ) Change in fair value of contingent consideration ( 36,136 ) Balance as of March 31, 2023 $ 101,293 Financial Instruments that are not Measured at Fair Value on a Recurring Basis Fair Value March 31, 2024 Carrying Value Quoted Prices Significant other Significant other (in thousands) (Level 1) (Level 2) (Level 3) Liabilities Fixed rate debt (a) $ 893 $ — $ — $ 625 Floating rate debt (a) 383,256 — — 354,841 Total $ 384,149 $ — $ — $ 355,466 Fair Value December 31, 2023 Carrying Value Quoted Prices Significant other Significant other (in thousands) (Level 1) (Level 2) (Level 3) Liabilities Fixed rate debt (a) $ 913 $ — $ — $ 747 Floating rate debt (a) 377,340 — — 375,240 Total $ 378,253 $ — $ — $ 375,987 (a) The debt amounts above do not include the impact of debt issuance costs or discounts.‌

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 11. R ELATED PARTY TRANSACTIONS The Related Companies In 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. In connection with the Advisory Agreement, the Company issued certain warrants to the Advisor which vested at the time of issuance, and additional 5,000,000 warrants, which 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. As of March 31, 2024 and December 31, 2023, 3,500,000 Advisory Agreement warrants remained unvested. During the three months ended March 31, 2024 and 2023 , the Company recognized $ 0.1 million of expense related to the amortization of the vested Advisory Agreement warrants, in corporate, general and administrative expenses. As of March 31, 2024 and December 31, 2023 , the Company recorded $ 0.4 million and $ 0.6 million in other current assets, respectively, related to the Advisory Agreement warrants. On July 13, 2021, 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 Board, subject to the continuing satisfaction of certain conditions, including that the Advisor and its affiliates maintain ownership of at least 16,667 shares of Class A Common Stock. As a director of the Company, Mr. Cho receives compensation in the same manner as the Company’s other non-employee directors. Steward Health Care System, LLC In November 2022, as part of the Steward Acquisition, the Board appointed Dr. Ralph de la Torre, Chairman, Chief Executive Officer and principal equity holder of Steward Health Care System, LLC (“Steward Health Care System”) as a director of the Company. Dr. de la Torre receives compensation in the same manner as the Company’s other non-employee directors. As part of the Steward Acquisition, the aggregate consideration to the Seller included contingent earnout consideration. The earnout has not been achieved as of March 31, 2024. Refer to Note 4, Acquisitions, in the notes of the financial statements in the Company’s 2023 Form 10-K for details related to the contingent earnout consideration. During the three months ended March 31, 2024 and 2023 , the Company incurred expenses related to transition services agreement with Steward Health Care System of $ 0.2 million and $ 1.2 million, respectively, within corporate, general and administrative expenses. As of March 31, 2024 and December 31, 2023 , the Company had liabilities due to Steward Health Care System, or its affiliates, of $ 1.2 million and $ 0.2 million, respectively. CAJ and Deerfield In November 2022, the Company entered into the 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 Board, is a Senior Advisor with Deerfield. As a director of the Company, Mr. Berg receives compensation in the same manner as the Company’s other non-employee directors.‌

Leases

Leases	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Leases	NOTE 12. LEASES The Company has entered into operating and finance 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. The following table presents the location of the finance lease right-of-use assets and lease liabilities in the Company’s condensed consolidated balance sheets ( in thousands ): Condensed Consolidated Balance Sheet Location March 31, 2024 December 31, 2023 Finance lease right-of-use assets, net Property and equipment, net $ 18,312 $ 18,552 Current finance lease liabilities Current portion of third-party debt, net 19,768 — Long-term finance lease liabilities Long-term debt, net — 19,612 Lease costs were as follows (in thousands): Three Months Ended March 31, Condensed Consolidated Statements of Operations Location 2024 2023 Operating lease cost Corporate, general and administrative $ 3,904 $ 4,284 Finance lease cost: Amortization of lease assets Depreciation and amortization 240 — Interest on lease liabilities Interest expense 656 — Variable lease cost Corporate, general and administrative 1,169 669 Short-term lease cost Corporate, general and administrative 278 281 Total lease cost $ 6,247 $ 5,234 As of March 31, 2024, maturities of operating and finance lease liabilities were as follows ( in thousands ): Year Operating Leases Finance Leases Remainder of 2024 $ 11,030 $ 1,701 2025 16,212 2,499 2026 15,708 2,549 2027 14,743 2,625 2028 13,698 2,704 Thereafter 112,855 48,944 Total undiscounted lease obligations 184,246 61,021 Less: Present value discount ( 73,767 ) ( 41,253 ) Present value of lease liabilities $ 110,479 $ 19,768 In the table above, the future maturities of operating and finance lease liabilities are presented consistent with the contractual terms. As further explained below, as of March 31, 2024, we were in default under certain operating and finance lease agreements. Accordingly, as of March 31, 2024, total lease liabilities related to such leases were classified as current liability in our condensed consolidated balance sheet. Other information related to lease agreements was as follows ( in thousands ): March 31, 2024 December 31, 2023 Weighted-average remaining lease term (years) Operating leases 11.9 11.7 Finance leases 19.1 19.3 Weighted-average discount rate Operating leases 8.67 % 8.16 % Finance leases 13.46 % 13.46 % Cash paid for amounts included in measurement of liabilities Operating cash flows for operating leases 810 12,605 Operating cash flows for finance leases 500 1,310 At March 31, 2024, the Company was party to leases that have not yet commenced with aggregated estimated future lease payments of approximatel y $ 43.2 million, which are not included in the above tables. The Company ’ s finance leases, two of the operating leases, and two leases that have not yet commenced, contain various covenants, that require the Company, among other things, to maintain minimum consolidated stockholder's equity of $ 100.0 million and a minimum cash balance of $ 25.0 million. In addition, these leases are subject to provisions that provide for a cross default in the event any of covenant violations under the Company’s Credit Agreement or in the event that covenant violations occur in other lease agreements with the same landlord. In March 2024, the Company failed to make rent payments due pursuant to certain of its center leases on centers that the Company generally does not intend to operate, which resulted in an event of default under the terms of the applicable lease agreements. Upon an event of default, remedies available to our landlords generally include, without limitation, terminating such lease agreement, repossessing and reletting the leased properties and requiring us to remain liable for all obligations under such lease agreement, including the difference between the rent under such lease agreement and the rent payable as a result of reletting th e leased properties, or requiring us to pay the rent due for the balance of the term of such lease agreement, less proceeds from re-letting, if any. As of March 31, 2024, the Company continued to occupy each of the leased centers. The Company is currently negotiating a resolution with the landlords for certain of the leased centers, which may include the Company’s continued occupancy and use of certain of the facilities that the Company intends to continue to operate. Lease liabilities related to such leases are classified as current as of March 31, 2024, as one of the remedies available to our landlords is the acceleration of rent due during the remaining lease term. Refer to Note 16, Subsequent Events , for further information regarding lease activities that occurred subsequent to March 31, 2024 .

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 13. INCOME TAXES Income tax expense was $ 0.2 million and $ 0.2 million during the three months ended March 31, 2024 and 2023 , respectively. The effective tax rate was ( 0.4 )% and ( 0.2 )% during the three months ended March 31, 2024 and 2023 , respectively, based on the assessment of a full valuation allowance, excluding a portion attributable to the “naked credit” deferred tax liability.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 14. 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 From time to time, the Company is involved in various legal actions, demands, claims, qui tam suits, governmental investigations and audits, and other legal matters arising in the normal course of business. Except as described below, management has not identified any legal actions during the three months ended March 31, 2024 or 2023 that were deemed to be material. As described above in Note 12, Leases , in March 2024, the Company failed to make rent payments due pursuant to certain of its center leases on centers that the Company generally does not intend to operate, which resulted in an event of default under the terms of the related lease agreements. Landlords of certain of the Company’s leased centers for which the Company failed to pay rent have filed lawsuits against the Company for default on the lease payments. As of March 31, 2024, total lease liabilities related to such leases were classified as a current liability in the Company’s condensed consolidated balance sheet.

Variable Interest Entities

Variable Interest Entities	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entities	NOTE 15. VAR IABLE INTEREST ENTITIES The Company has Administrative Service Agreements (the “ASAs”) with Medical Care of NY, P.C., Medical Care of Tennessee, PLLC and Medical Care of Texas, PLLC (together, the “PCs”), which were established to employ healthcare providers to deliver healthcare services to patients in New York, Tennessee, and Texas, and with Care Optical, LLC (“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’ and Care Optical’s 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 the respective 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 ): March 31, 2024 December 31, 2023 Total assets $ 1,077 $ 1,200 Total liabilities $ 10,906 $ 9,896 Three Months Ended March 31, 2024 2023 Revenues $ 873 $ 417 Operating expenses $ 1,727 $ 1,714

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	NOTE 16. SUBSEQUENT EVENTS In April 2024, the Company entered into a lease termination agreement for one of its leases. As part of this termination, the Company expects to recognize an estimated reduction in its right-of-use assets of $ 2.6 million, reduction in operating lease liabilities of $ 2.7 million, and a nominal termination loss. Additionally, in April 2024, the Company entered into an agreement with one of its landlords, which among other things, requires us to surrender six of our leased properties by June 30, 2024. The Company is evaluating the impact of this agreement on its condensed consolidated financial statements. On May 6, 2024, Steward Health Care System and certain of its affiliates commenced an in-court restructuring process through the filing of voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. As previously disclosed, the Company entered into certain agreements with affiliates of Steward Health Care System in connection with the Steward Acquisition. The Company is currently evaluating the impact that Steward Health Care System’s restructuring may have on the Company’s business.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The condensed 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 in the prior year's unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation. There is no comprehensive income (loss) so the statements of comprehensive income (loss) are not presented.
Segment Financial Information	Segment Financial Information The Company’s chief operating decision maker (“CODM”), who is the Company’ s Chief Executive Officer, 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 CODM and operates in and reports as a single operating segment. For the periods presented, materially all of the Company’s long-lived assets were located in the United States, and all revenue was earned in the United States.
Significant Accounting Policies	Significant Accounting Policies There have been no changes to our significant accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2023 , which was filed with the SEC on March 18, 2024.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The areas where significant estimates are used in the financial statements include, but are not limited to, revenues and related receivables from risk adjustments, costs of our services and related liabilities, 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 liabilities, and the estimated useful lives of fixed assets and intangible assets, including internally developed software. Actual results could differ from those estimates.
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (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 non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, as an emerging growth company, the Company is exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and the Company’s independent registered public accounting firm is not required to evaluate and report on the effectiveness of internal control over financial reporting.
Accounting Pronouncements Not Yet Adopted	Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity ’ s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The guidance allows for either full retrospective adoption or modified retrospective adoption. The guidance is effective for the Company in the first quarter of fiscal year 2025 and early adoption is permitted. The Company is evaluating the impact the adoption of this guidance will have on its condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures . This guidance requires annual and interim disclosure of significant segment expenses that are provided to the CODM as well as interim disclosures for all reportable segment’s profit or loss and assets. This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. This guidance is expected to improve financial reporting by providing additional information about a public company’s significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period. The ASU is effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company does not expect adoption of ASU 2023-07 will have a significant impact on the disclosures within our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU is effective for the Company’s fiscal year beginning January 1, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company does not expect adoption of ASU 2023-09 will have a significant impact on the disclosures within our consolidated financial statements.

Accounts Receivable (Tables)

Accounts Receivable (Tables)	3 Months Ended
	Mar. 31, 2024
Receivables [Abstract]
Schedule of Accounts Receivable Net, and Risk Settlement Liabilities	Composition of the Company ’s current accounts receivable, net, and risk settlement liabilities was as follows ( in thousands ): As of March 31, 2024 As of December 31, 2023 Risk-based accounts receivable $ 161,619 $ 170,397 Incurred but not reported claims liability ( 56,471 ) ( 58,027 ) Other receivables 2,837 2,384 Accounts receivable, net $ 107,985 $ 114,754 As of March 31, 2024 As of December 31, 2023 Risk-based accounts receivable $ 21,042 $ 381 Incurred but not reported claims liability ( 69,440 ) ( 37,401 ) Distribution liabilities ( 5,201 ) ( 5,583 ) Risk settlement liabilities $ ( 53,599 ) $ ( 42,602 )
Summary of Changes Recognized in Prior Year Estimates	The Company re-evaluated key assumptions and estimates and based on this analysis, the Company identified changes in estimates to revenue, external provider costs, short-term and long-term accounts receivable, net, and risk settlement liabilities. Accordingly, the Company recognized the following changes in prior year estimates in each respective period ( in thousands ): Three Months Ended March 31, Increase (decrease) 2024 2023 Revenue $ ( 540 ) $ ( 26,913 ) External provider costs ( 7,363 ) ( 12,413 ) Short-term and long-term accounts receivable, net ( 2,680 ) ( 14,500 ) Risk settlement liabilities ( 9,503 ) —
Schedule of Revenues and Short Term and Long Term Accounts Receivable, Net 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 (n/a - indicates balance or activity that is less than 10%): Revenue Three Months Ended March 31, 2024 2023 Payor A 19 % 31 % Payor B 13 % n/a Payor C 18 % 22 % Payor D 13 % 12 % Payor E 11 % 20 % Short-Term and Long-Term Accounts Receivable, net As of March 31, 2024 As of December 31, 2023 Payor A 10 % 10 % Payor B n/a 10 % Payor C n/a n/a Payor D n/a n/a Payor E n/a n/a

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets by Major Class	The following tables summarize the gross carrying amounts, accumulated amortization and net carrying amounts of intangible assets by major class ( in thousands ): Gross Carrying Accumulated Net Carrying March 31, 2024 Risk contracts $ 102,070 $ ( 42,734 ) $ 59,336 Provider network 42,900 ( 8,512 ) 34,388 Non-compete agreements 4,170 ( 2,548 ) 1,622 Trademarks 1,862 ( 1,526 ) 336 Other 693 ( 284 ) 410 Total $ 151,695 $ ( 55,603 ) $ 96,092 Gross Carrying Accumulated Net Carrying December 31, 2023 Risk contracts $ 102,070 $ ( 39,394 ) $ 62,676 Provider network 42,900 ( 6,980 ) 35,920 Non-compete agreements 4,170 ( 2,343 ) 1,827 Trademarks 1,862 ( 1,491 ) 371 Other 693 ( 244 ) 449 Total $ 151,695 $ ( 50,452 ) $ 101,243

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Summary of Property and Equipment	Property and equipment at March 31, 2024 and December 31, 2023 consisted of the following ( in thousands ): March 31, 2024 December 31, 2023 Leasehold improvements $ 21,082 $ 19,200 Vehicles 2,779 2,892 Furniture and equipment 12,949 12,765 Software 3,865 3,865 Assets under finance leases (1) 18,312 18,552 Construction in progress 3,853 5,074 Total 62,841 62,349 Less: Accumulated depreciation and amortization (2) ( 15,598 ) ( 14,431 ) Total Property and equipment, net $ 47,243 $ 47,918 (1) Refer to Note 12, Leases , for information. (2) Includes accumulated amortization related to finance lease right-of-use assets of $ 0.9 million and $ 0.6 million as of March 31, 2024 and December 31, 2023, respectively.

Debt and Related Party Debt (Ta

Debt and Related Party Debt (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Summary of Debt	As of March 31, 2024 and December 31, 2023, debt consisted of the following (in thousands ): March 31, 2024 December 31, 2023 Indebtedness under the Credit Agreement, weighted-average interest rate of 15.2 % during the three months ended March 31, 2024. $ 383,256 $ 377,340 Finance lease obligations, interest averaging 13.5 % and maturing at various dates through 2043 as of March 31, 2024 and December 31, 2023. 19,768 19,612 Other 2,297 2,220 Less: Unamortized discounts and debt issuance costs ( 12,447 ) ( 13,349 ) 392,874 385,823 Less: Current portion ( 390,995 ) ( 364,380 ) Long-term portion $ 1,879 $ 21,443
Summary of Future Maturities of Debt Outstanding	Future maturities of the indebtedness outstanding at March 31, 2024 were as follows ( in thousands ): Year Amount Remainder of 2024 $ 322 2025 3,566 2026 4,172 2027 376,564 2028 769 Thereafter 160 Total $ 385,553

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Summary of Calculation of Basic and Diluted Earnings Per Share	The following table sets forth the calculation of basic and diluted net loss per share for the periods indicated based on the weighted-average number of common shares outstanding ( in thousands, except share and per share data ): Three Months Ended March 31, 2024 2023 Net loss attributable to CareMax, Inc. Class A common stockholders $ ( 43,408 ) $ ( 82,082 ) Weighted-average basic shares outstanding 3,778,600 3,712,027 Weighted-average diluted shares outstanding 3,778,600 3,712,027 Net loss per share: Basic $ ( 11.49 ) $ ( 22.11 ) Diluted $ ( 11.49 ) $ ( 22.11 )
Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss Per Share	The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive or because issuance of shares underlying such securities is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended March 31, 2024 2023 Series A and Series B warrants 266,667 266,667 Public and private placement warrants 193,055 193,055 Contingent consideration 1,250,000 1,356,667 Unvested restricted stock units 111,969 84,928 Unvested performance stock units (assumes 100 % target payout) 15,050 6,972 Unvested options 25,012 12,452 Total 1,861,753 1,920,740

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following tables present 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 ): Fair Value March 31, 2024 Quoted Prices Significant other Significant other Description Carrying Value (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - public warrants $ 49 $ 49 $ — $ — Derivative warrant liabilities - private placement warrants — — — — Embedded derivative liabilities - Credit Agreement 2,354 — — 2,354 Total liabilities measured at fair value $ 2,403 $ 49 $ — $ 2,354 Fair Value December 31, 2023 Quoted Prices Significant other Significant other Description Carrying Value (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - public warrants $ 22 $ 22 $ — $ — Derivative warrant liabilities - private placement warrants 1 — — 1 Embedded derivative liabilities - Credit Agreement — — — — Total liabilities measured at fair value $ 22 $ 22 $ — $ 1
Schedule of Activity of the Level 3 Liabilities Measured at Fair Value	Activity of the Level 3 liabilities during the three months ended March 31, 2024 measured at fair value was as follows (in thousands): Balance as of December 31, 2023 $ 1 Change in fair value of Credit Agreement embedded derivative liabilities 2,354 Change in fair value of derivative warrant liabilities ( 1 ) Balance as of March 31, 2024 $ 2,354 Activity of the Level 3 liabilities during the three months ended March 31, 2023 measured at fair value was as follows (in thousands): Balance as of December 31, 2022 $ 138,535 Change in fair value of derivative warrant liabilities ( 1,107 ) Change in fair value of contingent consideration ( 36,136 ) Balance as of March 31, 2023 $ 101,293
Schedule of Measured at Fair Value on Nonrecurring Basis	Financial Instruments that are not Measured at Fair Value on a Recurring Basis Fair Value March 31, 2024 Carrying Value Quoted Prices Significant other Significant other (in thousands) (Level 1) (Level 2) (Level 3) Liabilities Fixed rate debt (a) $ 893 $ — $ — $ 625 Floating rate debt (a) 383,256 — — 354,841 Total $ 384,149 $ — $ — $ 355,466 Fair Value December 31, 2023 Carrying Value Quoted Prices Significant other Significant other (in thousands) (Level 1) (Level 2) (Level 3) Liabilities Fixed rate debt (a) $ 913 $ — $ — $ 747 Floating rate debt (a) 377,340 — — 375,240 Total $ 378,253 $ — $ — $ 375,987 (a) The debt amounts above do not include the impact of debt issuance costs or discounts.‌

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Location of Finance Lease Right-of-use Assets and Lease Liabilities in Company's Condensed Consolidated Balance Sheets	The following table presents the location of the finance lease right-of-use assets and lease liabilities in the Company’s condensed consolidated balance sheets ( in thousands ): Condensed Consolidated Balance Sheet Location March 31, 2024 December 31, 2023 Finance lease right-of-use assets, net Property and equipment, net $ 18,312 $ 18,552 Current finance lease liabilities Current portion of third-party debt, net 19,768 — Long-term finance lease liabilities Long-term debt, net — 19,612
Schedule of Lease Costs	Lease costs were as follows (in thousands): Three Months Ended March 31, Condensed Consolidated Statements of Operations Location 2024 2023 Operating lease cost Corporate, general and administrative $ 3,904 $ 4,284 Finance lease cost: Amortization of lease assets Depreciation and amortization 240 — Interest on lease liabilities Interest expense 656 — Variable lease cost Corporate, general and administrative 1,169 669 Short-term lease cost Corporate, general and administrative 278 281 Total lease cost $ 6,247 $ 5,234
Schedule of Maturities of Operating and Finance Lease Liabilities	As of March 31, 2024, maturities of operating and finance lease liabilities were as follows ( in thousands ): Year Operating Leases Finance Leases Remainder of 2024 $ 11,030 $ 1,701 2025 16,212 2,499 2026 15,708 2,549 2027 14,743 2,625 2028 13,698 2,704 Thereafter 112,855 48,944 Total undiscounted lease obligations 184,246 61,021 Less: Present value discount ( 73,767 ) ( 41,253 ) Present value of lease liabilities $ 110,479 $ 19,768
Schedule of Other Information Related to Lease Agreements	Other information related to lease agreements was as follows ( in thousands ): March 31, 2024 December 31, 2023 Weighted-average remaining lease term (years) Operating leases 11.9 11.7 Finance leases 19.1 19.3 Weighted-average discount rate Operating leases 8.67 % 8.16 % Finance leases 13.46 % 13.46 % Cash paid for amounts included in measurement of liabilities Operating cash flows for operating leases 810 12,605 Operating cash flows for finance leases 500 1,310

Variable Interest Entities (Tab

Variable Interest Entities (Tables)	3 Months Ended
	Mar. 31, 2024
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 ): March 31, 2024 December 31, 2023 Total assets $ 1,077 $ 1,200 Total liabilities $ 10,906 $ 9,896 Three Months Ended March 31, 2024 2023 Revenues $ 873 $ 417 Operating expenses $ 1,727 $ 1,714

Description of Business and G_2

Description of Business and Going Concern - Additional Information (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) State Center $ / shares	Dec. 31, 2023 USD ($) $ / shares	Jun. 08, 2021
Description Of Business [Line Items]
Number of centers operated and managed | Center	55
Affiliated providers in number of states | State	10
Cash and cash equivalents	$ 41,479	$ 65,528
Accounts receivable, net	$ 107,985	$ 114,754
Class A Common Stock
Description Of Business [Line Items]
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Reverse stock split, conversion ratio	0.0333
Reverse stock split, description	every thirty shares of the Class A Common Stock issued and outstanding as of the Effective Date automatically converted into one share of Class A Common Stock.
CMG | Business Combination Agreement
Description Of Business [Line Items]
Percentage of equity interests acquired			100%
IMC | Business Combination Agreement
Description Of Business [Line Items]
Percentage of equity interests acquired			100%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Summary of Significant Accounting Policies [Line Items]
Comprehensive income (loss)	$ 0

Accounts Receivable - Schedule

Accounts Receivable - Schedule of Accounts Receivable Net, and Risk Settlement Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Receivables [Abstract]
Risk-based accounts receivable	$ 161,619	$ 170,397
Incurred but not reported claims liability	(56,471)	(58,027)
Other receivables	2,837	2,384
Accounts receivable, net	107,985	114,754
Risk-based accounts receivable	21,042	381
Incurred but not reported claims liability	(69,440)	(37,401)
Distribution liabilities	(5,201)	(5,583)
Risk settlement liabilities	$ (53,599)	$ (42,602)

Accounts Receivable- Summary of

Accounts Receivable- Summary of Changes Recognized in Prior Year Estimates (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Revenues	$ (540)	$ (26,913)
External provider costs	(7,363)	(12,413)
Short-term and long-term accounts receivable, net of liabilities	(2,680)	$ (14,500)
Risk settlement liabilities	$ (9,503)

Accounts Receivable - Schedul_2

Accounts Receivable - Schedule of Revenues and Accounts Receivable Balances for Payors Comprising 10% or More of Revenue (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Payor A | Customer Concentration Risk | Revenue
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk (as a percentage)	19%	31%
Payor A | Credit Concentration Risk | Short-Term and Long-Term Accounts Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk (as a percentage)	10%		10%
Payor B | Customer Concentration Risk | Revenue
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk (as a percentage)	13%
Payor B | Credit Concentration Risk | Short-Term and Long-Term Accounts Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk (as a percentage)			10%
Payor C | Customer Concentration Risk | Revenue
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk (as a percentage)	18%	22%
Payor D | Customer Concentration Risk | Revenue
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk (as a percentage)	13%	12%
Payor E | Customer Concentration Risk | Revenue
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk (as a percentage)	11%	20%

Accounts Receivable - Additiona

Accounts Receivable - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for credit losses	$ 2.8	$ 3.1
Other Assets
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 26	$ 8.9

Acquisitions - Additional Infor

Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill	$ 156,841	$ 156,841
Class A Common Stock
Business Acquisition [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001

Acquisitions - Summary of Purch

Acquisitions - Summary of Purchase Consideration and Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill	$ 156,841	$ 156,841

Reinsurance - Additional Inform

Reinsurance - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Effects of Reinsurance [Line Items]
Reinsurance recoveries recognized	$ 7,800,000	$ 4,600,000
Reinsurance premium expense incurred	7,900,000	$ 6,800,000
Maximum
Effects of Reinsurance [Line Items]
Reinsurance stop loss limit per patient per year	300,000
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 - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Goodwill [Line Items]
Estimated fair value		17.90%
Goodwill impairment	$ 0	$ 98,000
Cumulative goodwill impairment	617,200		$ 617,200
Amortization expense	$ 5,200	$ 5,400

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	Mar. 31, 2024	Dec. 31, 2023
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 151,695	$ 151,695
Accumulated Amortization	(55,603)	(50,452)
Total	96,092	101,243
Risk Contracts
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	102,070	102,070
Accumulated Amortization	(42,734)	(39,394)
Total	59,336	62,676
Provider Network
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	42,900	42,900
Accumulated Amortization	(8,512)	(6,980)
Total	34,388	35,920
Non-compete Agreements
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,170	4,170
Accumulated Amortization	(2,548)	(2,343)
Total	1,622	1,827
Trademarks
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,862	1,862
Accumulated Amortization	(1,526)	(1,491)
Total	336	371
Other
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	693	693
Accumulated Amortization	(284)	(244)
Total	$ 410	$ 449

Property and Equipment - Summar

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands		Mar. 31, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Total Property and equipment, gross		$ 62,841	$ 62,349
Less: Accumulated depreciation and amortization	[1]	(15,598)	(14,431)
Total Property and equipment, net		47,243	47,918
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total Property and equipment, gross		21,082	19,200
Vehicles
Property Plant And Equipment [Line Items]
Total Property and equipment, gross		2,779	2,892
Furniture and Equipment
Property Plant And Equipment [Line Items]
Total Property and equipment, gross		12,949	12,765
Software
Property Plant And Equipment [Line Items]
Total Property and equipment, gross		3,865	3,865
Assets Under Finance Lease
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	[2]	18,312	18,552
Construction in Progress
Property Plant And Equipment [Line Items]
Total Property and equipment, gross		$ 3,853	$ 5,074
[1] Includes accumulated amortization related to finance lease right-of-use assets of $ 0.9 million and $ 0.6 million as of March 31, 2024 and December 31, 2023, respectively. Refer to Note 12, Leases , for information.

Property and Equipment - Summ_2

Property and Equipment - Summary of Property and Equipment (Parenthetical) (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Accumulated amortization related to finance lease right-of-use assets	$ 0.9	$ 0.6

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense, including amortization related to finance lease right-of-use assets	$ 1.6	$ 1.2

Debt and Related Party Debt - A

Debt and Related Party Debt - Additional Information (Details)			1 Months Ended				3 Months Ended			6 Months Ended
	Mar. 15, 2024 USD ($)	Mar. 08, 2023 USD ($)	Oct. 31, 2023 USD ($)	Nov. 30, 2022 USD ($)	Oct. 31, 2022 USD ($)	May 31, 2022 USD ($)	Sep. 30, 2026	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)
Debt Instrument [Line Items]
Debt instrument interest capitalized percentage		4%
Debt Instrument, Interest Rate Terms								Based on the elections made by the Company, as of March 31, 2024, 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 11.00%. As permitted under the Credit Agreement, the Company elected to capitalize 6.00% 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								6%
Increase in margin rate	2%							0.50%
Minimum liquidity requirement	$ 10,000,000					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						8.5
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 was initially 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.
Repayments of debt						$ 121,000,000		$ 119,000	$ 25,000
Loss on debt extinguishment										$ (6,200,000)
Related party debt, net				$ 35,500,000
Indebtedness paid			$ 35,500,000
Debt instrument, covenant compliance								As of March 31, 2024, we were in compliance with all of the financial covenants under the Credit Agreement, as amended through the Third Amendment; however, we do not expect to be in compliance during the subsequent quarterly testing dates. A breach of any of the covenants under the Credit Agreement or the occurrence of other events specified in the Credit Agreement could result in an event of default under the same and give rise to the lenders’ right to accelerate our debt obligations thereunder and pursue other remedial actions under such agreement and/or trigger a cross default under our long-term leases. Accordingly, as of March 31, 2024, the full balance of the outstanding indebtedness related to the Credit Agreement was classified as a current liability in our condensed consolidated balance sheet.
Other Current Liabilities
Debt Instrument [Line Items]
Derivative liabilities fair value								$ 2,400,000
Initial Term Loans
Debt Instrument [Line Items]
Aggregate principal amount						190,000,000
Amount drawn						190,000,000
Initial Term Loans | Term SOFR
Debt Instrument [Line Items]
Debt instrument margin rate								11%
Term Loan Facility
Debt Instrument [Line Items]
Term loan beard fixed interest rate per annum				12%
Delayed Draw Term Loan
Debt Instrument [Line Items]
Aggregate principal amount		$ 110,000,000				$ 110,000,000
Revised term loan expiration period		45 days
Amount drawn								$ 0	$ 30,000,000
Debt instrument, facility fee percentage				3%
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%
Delayed Draw Term Loan B Facility
Debt Instrument [Line Items]
Aggregate principal amount		$ 60,000,000
Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount		$ 45,000,000
Beginning on Second Anniversary
Debt Instrument [Line Items]
Debt instrument interest capitalized percentage		3.50%
Beginning on Third Anniversary
Debt Instrument [Line Items]
Debt instrument interest capitalized percentage		3%
Beginning on December 10, 2025
Debt Instrument [Line Items]
Debt instrument interest capitalized percentage		1.50%
Scenario Forecast
Debt Instrument [Line Items]
Debt instrument covenants maximum leverage ratio							5.5

Debt and Related Party Debt - S

Debt and Related Party Debt - Summary of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long-term debt gross	$ 385,553
Less: Unamortized discounts and debt issuance costs	(12,447)	$ (13,349)
Total long-term debt	392,874	385,823
Less: Current portion	(390,995)	(364,380)
Long-term portion	1,879	21,443
Credit Agreement
Debt Instrument [Line Items]
Long-term debt gross	383,256	377,340
Finance Lease Obligations
Debt Instrument [Line Items]
Long-term debt gross	19,768	19,612
Other
Debt Instrument [Line Items]
Long-term debt gross	$ 2,297	$ 2,220

Debt and Related Party Debt -_2

Debt and Related Party Debt - Summary of Debt (Parenthetical) (Details)	Mar. 31, 2024	Dec. 31, 2023
Credit Agreement
Debt Instrument [Line Items]
Interest averaging rate	15.20%
Finance Lease Obligations
Debt Instrument [Line Items]
Interest averaging rate	13.50%	13.50%

Debt and Related Party Debt -_3

Debt and Related Party Debt - Summary of Future Maturities of Debt Outstanding (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Debt Disclosure [Abstract]
Remainder of 2024	$ 322
2025	769
2026	4,172
2027	3,566
2028	376,564
Thereafter	160
Total	$ 385,553

Stockholders' Equity - Addition

Stockholders' Equity - Additional information (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Class Of Stock [Line Items]
Preferred stock,authorized	1,000,000	1,000,000
Other current assets	$ 6,650	$ 3,066
Preferred stock, issued	1	1

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 2,365	$ 2,298
2021 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 2,400	$ 2,300
Granted	0	0
Previously granted awards vested	0	0
Unrecognized stock-based compensation of unvested awards	$ 11,800	$ 16,400
Unrecognized stock-based compensation, expected to be recognized over weighted-average period	1 year 7 months 6 days	1 year 10 months 24 days
2021 Plan | Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial shares available under plan	233,333
Stock-based compensation incremental description	The 2021 Plan permits the grant of an initial share pool of 233,333 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
Incremental percentage of shares available for the plan of outstanding shares	4%

Net Loss Per Share - Summary of

Net Loss Per Share - Summary of Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net loss attributable to CareMax, Inc. Class A common stockholders	$ (43,408)	$ (82,082)
Weighted average basic shares outstanding	3,778,600	3,712,027
Weighted average diluted shares outstanding	3,778,600	3,712,027
Net loss per share, Basic	$ (11.49)	$ (22.11)
Net loss per share, Diluted	$ (11.49)	$ (22.11)

Net Loss Per Share - Potentiall

Net Loss Per Share - Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	1,861,753	1,920,740
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	266,667	266,667
Public and private placement warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	193,055	193,055
Contingent consideration
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	1,250,000	1,356,667
Unvested Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	111,969	84,928
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	15,050	6,972
Unvested Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	25,012	12,452

Net Loss Per Share - Potentia_2

Net Loss Per Share - Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss Per Share (Parenthetical) (Details)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
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	Mar. 31, 2024	Dec. 31, 2023
Level 1
Financial Liabilities Fair Value
Total liabilities measured at fair value	$ 49	$ 22
Level 1 | Public Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value	49	22
Level 3
Financial Liabilities Fair Value
Total liabilities measured at fair value	2,354	1
Level 3 | Private Placement Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value	1
Level 3 | Embedded Derivative Liabilities | Credit Agreement
Financial Liabilities Fair Value
Total liabilities measured at fair value	2,354
Carrying Value
Financial Liabilities Fair Value
Total liabilities measured at fair value	2,403	22
Carrying Value | Public Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value	49	$ 22
Carrying Value | Private Placement Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value	1
Carrying Value | Embedded Derivative Liabilities | Credit Agreement
Financial Liabilities Fair Value
Total liabilities measured at fair value	$ 2,354

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Recognized (loss) gain related to change in fair value of derivative warrant liabilities		$ 1,100,000
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Change in Fair Value Adjustment Of Derivative Liabilities
Fair value, liabilities, Level 1 to Level 2 transfers, amount	$ 0	$ 0
Fair value, liabilities, Level 2 to Level 1 transfers, amount	0	0
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3	0	0
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3	0	0
Maximum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Recognized (loss) gain related to change in fair value of derivative warrant liabilities	$ (100,000)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in Fair Value Adjustment Of Derivative Liabilities
Credit Agreement
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Embedded derivatives recognized loss related to change in fair value	$ (2,400,000)	$ 0

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Activity of the Level 3 Liabilities Measured at Fair Value (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 1	$ 138,535
Change in fair value of Credit Agreement embedded derivative liabilities	2,354	(1,107)
Change in fair value of derivative warrant liabilities	(1)	(36,136)
Ending Balance	$ 2,354	$ 101,293

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Measured at Fair Value on Nonrecurring Basis (Details) - Nonrecurring Measurement - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	$ 384,149	$ 378,253
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	355,466	375,987
Fixed rate debt | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	893	913
Fixed rate debt | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	625	747
Floating rate debt | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	383,256	377,340
Floating rate debt | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	$ 354,841	$ 375,240

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jul. 13, 2021
Related Party Transaction [Line Items]
Other current assets	$ 6,650		$ 3,066
Liabilities due	$ 6,704		$ 6,275
Steward Acquisition
Related Party Transaction [Line Items]
Accounts Payable, Current, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember		us-gaap:RelatedPartyMember
Liabilities due	$ 1,200		$ 200
Steward Acquisition | Corporate General And Administrative Expenses
Related Party Transaction [Line Items]
Expenses related to transition services agreement	200	$ 1,200
Advisory Agreement | Warrant
Related Party Transaction [Line Items]
Other current assets	400		$ 600
Advisory Agreement | Warrant | Corporate General And Administrative Expenses
Related Party Transaction [Line Items]
Expense related to amortization	$ 100	$ 100
Advisor | Advisory Agreement
Related Party Transaction [Line Items]
Additional number of warrants vest and exercisable	5,000,000
Number of warrants remained unvested	3,500,000		3,500,000
Minimum ownership common shares to be maintained by related party				16,667

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Lessee Lease Description [Line Items]
Lease expiring term	various times through 2043
Aggregated estimated future lease payments	$ 43,200
Stockholders' equity	$ 20,403	$ 61,444	$ 539,763	$ 619,547
Lease restriction or covenant	The Company’s finance leases, two of the operating leases, and two leases that have not yet commenced, contain various covenants, that require the Company, among other things, to maintain minimum consolidated stockholder's equity of $100.0 million and a minimum cash balance of $25.0 million. In addition, these leases are subject to provisions that provide for a cross default in the event any of covenant violations under the Company’s Credit Agreement or in the event that covenant violations occur in other lease agreements with the same landlord.  In March 2024, the Company failed to make rent payments due pursuant to certain of its center leases on centers that the Company generally does not intend to operate, which resulted in an event of default under the terms of the applicable lease agreements. Upon an event of default, remedies available to our landlords generally include, without limitation, terminating such lease agreement, repossessing and reletting the leased properties and requiring us to remain liable for all obligations under such lease agreement, including the difference between the rent under such lease agreement and the rent payable as a result of reletting the leased properties, or requiring us to pay the rent due for the balance of the term of such lease agreement, less proceeds from re-letting, if any. As of March 31, 2024, the Company continued to occupy each of the leased centers. The Company is currently negotiating a resolution with the landlords for certain of the leased centers, which may include the Company’s continued occupancy and use of certain of the facilities that the Company intends to continue to operate. Lease liabilities related to such leases are classified as current as of March 31, 2024, as one of the remedies available to our landlords is the acceleration of rent due during the remaining lease term.
Minimum | Credit Agreement
Lessee Lease Description [Line Items]
Stockholders' equity	$ 100,000
Cash	$ 25,000

Leases - Location of Finance Le

Leases - Location of Finance Lease Right-of-use Assets and Lease Liabilities in Company's Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finance Lease, Right-of-Use Asset, after Accumulated Amortization [Abstract]
Finance lease right-of-use assets, net	$ 18,312	$ 18,552
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net
Current finance lease liabilities	$ 19,768
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Third Party Debt Current	Third Party Debt Current
Long-term finance lease liabilities		$ 19,612
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-Term Debt, Excluding Current Maturities	Long-Term Debt, Excluding Current Maturities

Leases - Schedule of Lease Cost

Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating lease cost	$ 3,904	$ 4,284
Finance lease cost:
Amortization of lease assets	240
Interest on lease liabilities	656
Variable lease cost	1,169	669
Short-term lease cost	278	281
Total lease cost	$ 6,247	$ 5,234

Leases - Schedule of Maturities

Leases - Schedule of Maturities of Operating and Finance Lease Liabilities (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Operating Leases
Remainder of 2024	$ 11,030
2025	16,212
2026	15,708
2027	14,743
2028	13,698
Thereafter	112,855
Total undiscounted lease obligations	184,246
Less: Present value discount	(73,767)
Lease liabilities	110,479
Finance Leases
Remainder of 2024	1,701
2025	2,499
2026	2,549
2027	2,625
2028	2,704
Thereafter	48,944
Total undiscounted lease obligations	61,021
Less: Present value discount	(41,253)
Present value of lease liabilities	$ 19,768

Leases - Schedule of Other Info

Leases - Schedule of Other Information Related to Lease Agreements (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Weighted-average remaining lease term (years)
Operating leases	11 years 10 months 24 days	11 years 8 months 12 days
Finance leases	19 years 1 month 6 days	19 years 3 months 18 days
Weighted-average discount rate
Operating leases	8.67%	8.16%
Finance leases	13.46%	13.46%
Cash paid for amounts included in measurement of liabilities
Operating cash flows for operating leases	$ 810	$ 12,605
Operating cash flows for finance leases	$ 500	$ 1,310

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 177	$ 177
Effective tax rate	(0.40%)	(0.20%)

Variable Interest Entities - Sc

Variable Interest Entities - Schedule of Assets and liabilities of PCs and Care Optical (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Variable Interest Entity [Line Items]
Assets	$ 614,202		$ 623,301
Liabilities	593,800		561,856
Revenues	(540)	$ (26,913)
Operating expenses	253,951	281,606
PCs and Care Optical
Variable Interest Entity [Line Items]
Assets	1,077		1,200
Liabilities	10,906		$ 9,896
Revenues	873	417
Operating expenses	$ 1,727	$ 1,714

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 30, 2024 USD ($) Lease Property	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)
Subsequent Event [Line Items]
Increase (decrease) in operating lease liability		$ 962	$ (1,280)
Subsequent Event
Subsequent Event [Line Items]
Number of lease terminated | Lease	1
Increase (decrease) in right of use assets	$ (2,600)
Increase (decrease) in operating lease liability	$ (2,700)
Number of Leased Properties Surrendered | Property	6