United States securities and exchange commission logo
June 14, 2023
Kevin Wirges
Chief Financial Officer and Treasurer
CareMax, Inc.
1000 NW 57th Court, Suite 400
Miami, Florida 33126
Re: CareMax, Inc.
Form 10-K for the
Year Ended December 31, 2022
Form 10-K/A for the
Year Ended December 31, 2021
Correspondence
Letter dated May 15, 2023
File No. 1-39391
Dear Kevin Wirges:
We have reviewed your May 15, 2023 response to our comment letter
and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
April 20, 2023 letter.
Form 10-K for the Year Ended December 31, 2022
Adjusted EBITDA, page 69
1. We note your response
to comment 1. In regard to compensation expenses of $4,425,000,
which are being
adjusted for in your determination of Adjusted EBITDA, please address
the following:
Please quantify the
amounts associated with stay-on bonuses, severance, and
duplicate
employees separately;
Discuss how you
determined that the expenses excluded are incremental costs and
not normal,
recurring cash operating expenses necessary to operate your business;
With specific
reference to each compensation category (e.g. stay-on bonuses,
severance and
duplicate employees costs), please more fully explain how the removal
Kevin Wirges
CareMax, Inc.
June 14, 2023
Page 2
of these costs are consistent with Question 100.01 of the
Non-GAAP Financial
Measures Compliance & Disclosure Interpretations, as updated
December 13, 2022.
In this regard, we note that these costs appear related to
revenue generation;
With regards to stay-on bonuses, please tell us the typical
length of time the bonuses
commit the employees to stay with the company; and
Specifically tell us the periods over which these types of
compensation costs are
expected to be incurred. For any costs that extend beyond a year,
please further
explain how you determined that the adjustment for these costs is
appropriate. Refer
to Question 100.01 of the Non-GAAP Financial Measures Compliance
& Disclosure
Interpretations, as updated December 13, 2022.
2. We note your response to comment 3. Please clarify your disclosures in
a similar manner
to your response.
You may contact Nudrat Salik at (202) 551-3692 or Jeanne Baker at (202)
551-3691 if
you have any questions.
Sincerely,
FirstName LastNameKevin Wirges
Division of
Corporation Finance
Comapany NameCareMax, Inc.
Office of
Industrial Applications and
June 14, 2023 Page 2 Services
FirstName LastName