Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 07, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39289 | |
Entity Registrant Name | Cano Health, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1524224 | |
Entity Address, Address Line One | 9725 NW 117th Avenue | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33178 | |
City Area Code | 855 | |
Local Phone Number | 226-6633 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001800682 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A common stock, $0.0001 par value per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | CANO | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 278,925,591 | |
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | CANO/WS | |
Security Exchange Name | NYSE | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 257,145,729 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 44,888 | $ 27,329 |
Accounts receivable, net of unpaid service provider costs | 242,222 | 233,816 |
Prepaid expenses and other current assets | 26,577 | 79,603 |
Total current assets | 313,687 | 340,748 |
Property and equipment, net | 131,762 | 131,325 |
Operating lease right-of-use assets | 179,025 | 177,892 |
Goodwill | 480,375 | 480,375 |
Payor relationships, net | 559,809 | 567,704 |
Other intangibles, net | 212,832 | 226,059 |
Other assets | 66,886 | 4,824 |
Total assets | 1,944,376 | 1,928,927 |
Current liabilities: | ||
Accounts payable and accrued expenses (Related parties comprised $980 and $2,669 as of March 31, 2023 and December 31, 2022, respectively) | 115,228 | 105,733 |
Current portion of notes payable | 6,444 | 6,444 |
Current portion of finance lease liabilities | 2,388 | 1,686 |
Current portions due to sellers | 44,318 | 46,016 |
Current portion of operating lease liabilities | 24,778 | 24,068 |
Other current liabilities | 20,756 | 24,491 |
Total current liabilities | 213,912 | 208,438 |
Notes payable, net of current portion and debt issuance costs | 1,010,419 | 997,806 |
Long term portion of operating lease liabilities | 167,562 | 166,347 |
Warrant liabilities | 5,365 | 7,373 |
Long term portion of finance lease liabilities | 6,017 | 3,364 |
Due to sellers, net of current portion | 600 | 15,714 |
Long term portion of contingent consideration | 4,000 | 2,800 |
Other liabilities | 32,100 | 32,810 |
Total liabilities | 1,439,975 | 1,434,652 |
Stockholders’ Equity | ||
Additional paid-in capital | 594,994 | 538,614 |
Accumulated deficit | (314,182) | (286,032) |
Total Stockholders' Equity before non-controlling interests | 280,864 | 252,631 |
Non-controlling interests | 223,537 | 241,644 |
Total Stockholders' Equity | 504,401 | 494,275 |
Total Liabilities and Stockholders' Equity | 1,944,376 | 1,928,927 |
Class A | ||
Stockholders’ Equity | ||
Common stock (in shares) | 26 | 22 |
Class B common stock | ||
Stockholders’ Equity | ||
Common stock (in shares) | $ 26 | $ 27 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts payable and accrued expenses, related parties | $ 980 | $ 2,669 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued (in shares) | 261,819,529 | 224,118,566 |
Common stock, shares outstanding (in shares) | 261,819,529 | 224,118,566 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 263,638,069 | 268,794,608 |
Common stock, shares outstanding (in shares) | 263,638,069 | 268,794,608 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 866,909 | $ 704,337 |
Operating expenses: | ||
Third-party medical costs | 708,331 | 535,779 |
Direct patient expense (Related parties comprised $4,115 and $1,454 in the three months ended March 31, 2023 and 2022, respectively) | 68,427 | 60,677 |
Selling, general, and administrative expenses (Related parties comprised $1,327 and $1,677 in the three months ended March 31, 2023 and 2022, respectively) | 96,473 | 96,587 |
Depreciation and amortization expense | 27,221 | 19,036 |
Transaction costs and other | 10,086 | 8,375 |
Change in fair value of contingent consideration | (4,100) | (4,661) |
Total operating expenses | 906,438 | 715,793 |
Income (loss) from operations | (39,529) | (11,456) |
Other income and expense: | ||
Interest expense | (23,505) | (13,284) |
Interest income | 9 | 1 |
Loss on extinguishment of debt | 0 | (1,428) |
Change in fair value of warrant liabilities | 2,008 | 27,162 |
Other income (expense) | 432 | 0 |
Total other income (expense) | (21,056) | 12,451 |
Net income (loss) before income tax expense | (60,585) | 995 |
Income tax expense (benefit) | 0 | 1,080 |
Net income (loss) | (60,585) | (85) |
Net income (loss) attributable to non-controlling interests | (32,435) | (745) |
Net income (loss) attributable to Class A common stockholders | $ (28,150) | $ 660 |
Net income (loss) per share attributable to Class A common stockholders, basic (in dollars per share) | $ (0.12) | $ 0 |
Net income (loss) per share attributable to Class A common stockholders, diluted (in dollars per share) | $ (0.12) | $ 0 |
Weighted-average shares outstanding: | ||
Basic (in shares) | 239,802,085 | 191,410,221 |
Diluted (in shares) | 503,440,154 | 468,132,925 |
Capitated revenue | ||
Revenue: | ||
Total revenue | $ 841,074 | $ 674,351 |
Fee-for-service and other revenue | ||
Revenue: | ||
Total revenue | $ 25,835 | $ 29,986 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Direct patient expense | $ 68,427 | $ 60,677 |
Selling, general and administrative expenses | 96,473 | 96,587 |
Affiliated Entity | ||
Direct patient expense | 4,115 | 1,454 |
Selling, general and administrative expenses | $ 1,327 | $ 1,677 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY / MEMBERS' CAPITAL - USD ($) $ in Thousands | Total | Class A Shares | Class B Shares | Common Stock Class A Shares | Common Stock Class B Shares | Additional Paid-in Capital | Accumulated Deficit | Non-Controlling Interests |
Balance at the beginning at Dec. 31, 2021 | $ 798,568 | $ 18 | $ 30 | $ 397,443 | $ (78,760) | $ 479,837 | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 180,113,551 | 297,385,981 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 13,816 | 13,816 | ||||||
Issuance of common stock for acquisitions (in shares) | 2,857,167 | |||||||
Issuance of common stock for acquisitions | 15,771 | 15,771 | ||||||
Exchange of Class B common stock for Class A common stock (in shares) | 20,663,277 | 20,663,277 | ||||||
Exchange of Class B common stock for Class A common stock | 0 | $ 2 | $ (2) | 33,083 | (33,083) | |||
Employee stock purchase plan issuance (in shares) | 1,392,372 | |||||||
Employee Stock Purchase Plan issuance | 9,707 | 9,707 | ||||||
Impact of transactions affecting non-controlling interests | 0 | (5,558) | 5,558 | |||||
Net income (loss) | (85) | 660 | (745) | |||||
Balance at the end at Mar. 31, 2022 | 837,777 | $ 20 | $ 28 | 464,262 | (78,100) | 451,567 | ||
Balance at the end (in shares) at Mar. 31, 2022 | 205,026,367 | 276,722,704 | ||||||
Balance at the beginning at Dec. 31, 2022 | 494,275 | $ 22 | $ 27 | 538,614 | (286,032) | 241,644 | ||
Balance at the beginning (in shares) at Dec. 31, 2022 | 224,118,566 | 268,794,608 | 224,118,566 | 268,794,608 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 9,351 | 9,351 | ||||||
Issuance of Class A common stock upon vesting of restricted stock units (in shares) | 40,336 | |||||||
Issuance of Class A common stock upon vesting of restricted stock units | 0 | (96) | 96 | |||||
Issuance of common stock for acquisitions (in shares) | 9,724,852 | |||||||
Issuance of common stock for acquisitions | 14,303 | $ 1 | 14,302 | |||||
Exchange of Class B common stock for Class A common stock (in shares) | 5,156,539 | 5,156,539 | ||||||
Exchange of Class B common stock for Class A common stock | 0 | $ 1 | $ (1) | 3,570 | (3,570) | |||
Warrants exercised (in share) | 21,620,941 | |||||||
Warrants Exercised | 216 | $ 2 | 214 | |||||
Debt discount - warrants issued | 45,698 | 45,698 | ||||||
Employee stock purchase plan issuance (in shares) | 1,158,295 | |||||||
Employee Stock Purchase Plan issuance | 1,143 | 1,143 | ||||||
Impact of transactions affecting non-controlling interests | 0 | (17,802) | 17,802 | |||||
Net income (loss) | (60,585) | (28,150) | (32,435) | |||||
Balance at the end at Mar. 31, 2023 | $ 504,401 | $ 26 | $ 26 | $ 594,994 | $ (314,182) | $ 223,537 | ||
Balance at the end (in shares) at Mar. 31, 2023 | 261,819,529 | 263,638,069 | 261,819,529 | 263,638,069 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows (used in) from Operating Activities: | ||
Net loss | $ (60,585) | $ (85) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 27,221 | 19,036 |
Change in fair value of contingent consideration | (4,100) | (4,661) |
Change in fair value of warrant liabilities | (2,008) | (27,162) |
Loss on extinguishment of debt | 0 | 1,428 |
Amortization of debt issuance costs | 1,117 | 748 |
Non-cash lease expense | 793 | 1,705 |
Stock-based compensation | 9,351 | 13,816 |
Paid in kind interest expense | 2,071 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (8,406) | (58,291) |
Other assets | (121) | (3,060) |
Prepaid expenses and other current assets | (3,673) | 1,773 |
Interest accrued due to sellers | 0 | 97 |
Accounts payable and accrued expenses (Related parties comprised $(1,714) and $0 for the three months ended March 31, 2023 and 2022, respectively) | 11,543 | 10,010 |
Other liabilities | (2,673) | 7,443 |
Net cash (used in) provided by operating activities | (29,470) | (37,203) |
Cash Flows used in Investing Activities: | ||
Purchase of property and equipment (Related parties comprised $(436) and $(1,677) for the three months ended March 31, 2023 and 2022, respectively) | (5,080) | (7,776) |
Acquisitions of subsidiaries including non-compete intangibles, net of cash acquired | 0 | (3,495) |
Payments to sellers | (4,379) | (2,186) |
Net cash (used in) provided by investing activities | (9,459) | (13,457) |
Cash Flows from Financing Activities: | ||
Payments of long-term debt | (1,611) | (1,611) |
Debt issuance costs | (9,209) | (87) |
Proceeds from long-term debt | 150,000 | 0 |
Proceeds from revolving line of credit | 15,000 | 0 |
Repayments of revolving line of credit | (99,000) | 0 |
Proceeds from insurance financing arrangements | 2,690 | 2,529 |
Payments of principal on insurance financing arrangements | (734) | (690) |
Other | (648) | 401 |
Net cash (used in) provided by financing activities | 56,488 | 542 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 17,559 | (50,118) |
Cash, cash equivalents and restricted cash at beginning of year | 27,329 | 163,170 |
Cash, cash equivalents and restricted cash at end of period | 44,888 | 113,052 |
Supplemental cash flow information: | ||
Interest paid | 25,204 | 4,525 |
Income taxes paid | 0 | 8 |
Non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange of lease liabilities | 11,471 | 26,364 |
Issuance of Class A common stock for acquisitions | 14,303 | 15,771 |
Due to sellers in connection with acquisitions | 0 | 100 |
Addition to construction in process funded through accounts payable | 889 | 2,972 |
Humana Affiliate Provider clinic leasehold improvements | 431 | 2,173 |
Employee Stock Purchase Plan issuance | 1,143 | 9,707 |
Warrants Issued | $ 45,698 | $ 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Changes in accounts payable and accrued expenses | $ 11,543 | $ 10,010 |
Purchase of property and equipment | (5,080) | (7,776) |
Affiliated Entity | ||
Changes in accounts payable and accrued expenses | (1,714) | 0 |
Purchase of property and equipment | $ (436) | $ (1,677) |
NATURE OF BUSINESS AND OPERATIO
NATURE OF BUSINESS AND OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND OPERATIONS | NATURE OF BUSINESS AND OPERATIONS Nature of Business Cano Health, Inc. (“Cano Health”, or the “Company”), formerly known as Primary Care (ITC) Intermediate Holdings, LLC (“PCIH” or the "Seller"), provides value-based medical care for its members through a network of primary care physicians across 9 states within the U.S. and Puerto Rico. The Company focuses on providing high-touch population health and wellness services to Medicare Advantage, Accountable Care Organization Realizing Equity, Access, and Community Health ("ACO REACH"), Medicare patients under ACO and Medicaid capitated members, particularly in underserved communities by leveraging our proprietary technology platform to d eliver high-quality health care services. The Company also operates pharmacies in the network for the purpose of providing a full range of managed care services to its members. On June 3, 2021 (the “Closing Date”), Jaws Acquisition, Corp. (“Jaws”) consummated the business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of November 11, 2020 (as amended, the “Business Combination Agreement”) by and among Jaws, Jaws Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), PCIH, and PCIH’s sole member, and the Seller (each as defined in the Business Combination Agreement). Upon the closing of the Business Combination, Jaws was reincorporated in the State of Delaware and changed its name to "Cano Health, Inc." Unless the context requires, "the Company", "we", "us", and "our" refer, for periods prior to the completion of the Business Combination, to PCIH and its consolidated subsidiaries, and for periods upon or after the completion of the Business Combination, to Cano Health and its consolidated subsidiaries, including PCIH and its subsidiaries. Pursuant to the Business Combination Agreement, on the Closing Date, Jaws contributed cash to PCIH in exchange for 69.0 million common limited liability company units of PCIH ("PCIH Common Units") equal to the number of shares of Jaws' Class A ordinary shares outstanding on the Closing Date, as well as 17.25 million Class B ordinary shares owned by Jaws Sponsor, LLC (the "Sponsor"). In connection with the Business Combination, the Company issued 306.8 million shares of the Company’s Class B common stock to existing stockholders of PCIH. The Company also issued 80.0 million shares of the Company’s Class A common stock in a private placement for $800.0 million (the "PIPE Investors"). Following the consummation of the Business Combination, substantially all of the Company’s assets and operations are held and conducted by PCIH and its subsidiaries. As the Company is a holding company with no material assets other than its ownership of PCIH Common Units and its managing member interest in PCIH, the Company has no independent means of generating revenue or cash flow. The Company’s ability to pay taxes and dividends depends on the financial results and cash flows of PCIH and the distributions it receives from PCIH. The Company’s only assets are equity interests in PCIH, which represented a 35.1% and 49.8% controlling ownership as of the Closing Date and as of March 31, 2023, respectively. Certain members of PCIH who retained their common unit interests in PCIH held the remaining 64.9% and 50.2% non-controlling ownership interests as of the Closing Date and as of March 31, 2023, respectively. These members hold an economic interest in PCIH through PCIH Common Units and a corresponding number of non-economic Class B common stock, which entitles the holder to one vote per share. Our organizational structure following the completion of the Business Combination is commonly referred to as an umbrella partnership-C (or Up-C) corporation structure. This organizational structure allowed the Seller, the former sole owner and managing member of PCIH, to retain its equity ownership in PCIH, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of PCIH Common Units (as defined in the Business Combination Agreement) . The former stockholders of Jaws and the PIPE Investors who, prior to the Business Combination, held Class A ordinary shares or Class B ordinary shares of Jaws, by contrast, received equity ownership in Cano Health, Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes. Subject to the terms and conditions set forth in the Business Combination Agreement, the Seller and its equity holders received aggregate consideration with a value equal to $3,534.9 million, which consisted of (i) $466.5 million of cash and (ii) 306.8 million shares of Class B common stock valued at $3,068.4 million based on a reference stock price of $10.00 per share. Following the closing of the Business Combination, Class A stockholders owned direct controlling interests in the combined results of PCIH and Cano Health while the Seller as the sole Class B stockholder, owned indirect economic interests in PCIH shown as non-controlling interests in Cano Health's unaudited condensed consolidated financial statements. The Seller holds these indirect economic interests in the form of PCIH Common Units that are redeemable for shares of Cano Health Class A common stock, together with the cancellation of an equal number of shares of Cano Health Class B common stock. The non-controlling interests will decrease over time as shares of Class B common stock and PCIH Common Units are exchanged for shares of Cano Health's Class A common stock. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The portion of an entity not wholly-owned by the Company is presented as non-controlling interests. All significant intercompany balances and transactions are eliminated in consolidation. The financial statements of the Company’s subsidiaries are prepared using accounting policies consistent with those of the Company. The Company has interests in various entities and considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. Included in the Company's consolidated results are Cano Health Texas, PLLC, Cano Health Nevada, PLLC, Cano Health California, PC, CHC Provider Network, PC and Cano Health Illinois, PLLC (collectively, the "Physicians Groups"), which the Company has concluded are VIEs. All material intercompany accounts and transactions have been eliminated in consolidation. Risks and Uncertainties For additional information on the Company’s risk factors, please see Item 1A, "Risk Factors,” included in the Company’s 2022 Form 10-K". Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. Such reclassifications impacted the classification of: repayments of equipment loans, repayment of finance lease obligation and employee stock purchase plan contributions within the statement of cash flows. Additionally, there were reclassifications related to revenue and direct patient expense within variable interest entities. These reclassifications had no impact on net loss as previously presented. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company described its significant accounting policies in Note 2, “Summary of Significant Accounting Policies,” included in the audited consolidated financial statements for the year ended December 31, 2022 included in its 2022 Form 10-K. During the three months ended March 31, 2023, there were no significant changes to those accounting policies. Recent Accounting Pronouncements The Company has evaluated recent accounting pronouncements through March 31, 2023 and believes that none of them will have a material effect on our unaudited condensed consolidated financial statements. |
REVENUE AND ACCOUNTS RECEIVABLE
REVENUE AND ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE AND ACCOUNTS RECEIVABLE | REVENUE AND ACCOUNTS RECEIVABLEThe Company’s revenue streams for the three months ended March 31, 2023 and 2022, respectively, were as follows: Three Months Ended March 31, 2023 2022 (in thousands) Revenue $ Revenue % Revenue $ Revenue % Capitated revenue Medicare $ 793,628 91.5 % $ 615,217 87.3 % Other capitated revenue 47,446 5.5 % 59,134 8.4 % Total capitated revenue 841,074 97.0 % 674,351 95.7 % Fee-for-service and other revenue Fee-for-service 11,693 1.3 % 9,970 1.4 % Pharmacy 12,106 1.4 % 11,515 1.6 % Other 2,036 0.3 % 8,501 1.3 % Total fee-for-service and other revenue 25,835 3.0 % 29,986 4.3 % Total revenue $ 866,909 100.0 % $ 704,337 100.0 % Accounts Receivable The Company's accounts receivable balances are summarized for the periods indicated below. The Company’s accounts receivable are presented net of the unpaid service 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, 2023 and December 31, 2022. As of (in thousands) March 31, 2023 December 31, 2022 Accounts receivable $ 550,437 $ 388,122 Medicare risk adjustment 69,258 49,586 Unpaid service provider costs (377,473) (203,892) Accounts receivable, net $ 242,222 $ 233,816 Concentration of Risk Payors that represented greater than 10% of our total revenue included three payors that represented approximately 67.7% and 65.1% of our total revenue for the three months ended March 31, 2023 and 2022, respectively. Contracts with the Company's three largest payors accounted for the following amounts for the three months ended March 31, 2023 and 2022, respectively: Three Months Ended 2023 2022 Revenues 67.7% 65.1% As of March 31, 2023 December 31, 2022 Accounts receivable 55.5% 56.3% |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following as of March 31, 2023 and December 31, 2022, respectively: (in thousands) March 31, 2023 December 31, 2022 Third party receivables $ — $ 60,400 Other 26,577 19,203 Prepaid expenses and other current assets $ 26,577 $ 79,603 Third party receivables represent amounts due from MSP Recovery Inc. ("MSP"). MSP provides healthcare claims reimbursement recovery services using data analytics to identify and recover improper payments made by Medicare, Medicaid and commercial health insurers (each a “Health Plan”), and charged to the Company under risk agreements, when the Health Plan is not the primary payor under the Medicare Secondary Payer Act and other state and federal laws. The Company has irrevocably assigned certain past claims data to MSP, which could be paid for in either cash or equity at MSP's option. The receivables were payable on the earlier of one business day before the filing of MSP's Annual Report on Form 10-K for the year ended December 31, 2022, or April 30, 2023. Subsequent to March 31, 2023, the Company negotiated an extension for the settlement of the MSP receivables to be paid in cash or shares of MSP's Class A common stock on the earlier of (i) the tenth trading day immediately following the filing date of MSP's Annual Report on Form 10-K for the year ended December 31, 2022 and (ii) June 29, 2023. |
UNPAID SERVICE PROVIDER COSTS
UNPAID SERVICE PROVIDER COSTS | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
UNPAID SERVICE PROVIDER COSTS | UNPAID SERVICE PROVIDER COSTS Activity in unpaid service provider costs for the three months ended March 31, 2023 and 2022, respectively, is summarized below: (in thousands) 2023 2022 Balance as of January 1, $ 318,554 $ 129,110 Incurred related to: Current year 603,672 401,771 Prior years 6,778 3,326 610,450 405,097 Paid related to: Current year 257,668 207,279 Prior years 279,110 104,785 536,778 312,064 Balance as of March 31, $ 392,226 $ 222,143 The foregoing reconciliation reflects an increase in our estimate of unpaid service provider costs during the three months ended March 31, 2023 of $6.8 million and an increase in our estimate of unpaid service provider costs during the three months ended March 31, 2022 of $3.3 million driven by higher than expected utilization. $11.9 million and $16.7 million of accounts receivable, net of $14.8 million and $64.8 million of the liabilities for unpaid service provider costs, were included in other current liabilities in the condensed consolidated balance sheet as they were in a net deficit position as of March 31, 2023 and March 31, 2022, respectively. |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL There were no changes to the net carrying amount of goodwill during the three months ended March 31, 2023, as compared to December 31, 2022. (in thousands) Goodwill as of December 31, 2022 $ 480,375 Business combinations — Impairment — Goodwill as of March 31, 2023 $ 480,375 |
PAYOR RELATIONSHIPS AND OTHER I
PAYOR RELATIONSHIPS AND OTHER INTANGIBLES, NET | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
PAYOR RELATIONSHIPS AND OTHER INTANGIBLES, NET | PAYOR RELATIONSHIPS AND OTHER INTANGIBLES, NET As of March 31, 2023, the Company’s total intangibles, net consisted of the following: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangibles: Trade names $ 1,409 $ (985) $ 424 Brand names 183,878 (36,389) 147,489 Non-compete agreements 85,476 (32,753) 52,723 Customer relationships 880 (245) 635 Payor relationships 631,214 (71,405) 559,809 Provider relationships 19,841 (8,280) 11,561 Total intangibles, net $ 922,698 $ (150,057) $ 772,641 As of December 31, 2022, the Company’s total intangibles, net consisted of the following: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangibles: Trade names $ 1,409 $ (945) $ 464 Brand names 183,878 (29,169) 154,709 Non-compete agreements 85,476 (28,341) 57,135 Customer relationships 880 (233) 647 Payor relationships 631,214 (63,510) 567,704 Provider relationships 19,842 (6,738) 13,104 Total intangibles, net $ 922,699 $ (128,936) $ 793,763 The Company recorded amortization expens e of $21.1 million and $15.1 million for the three months ended March 31, 2023 and 2022, respectively. Expected amortization expense for the Company’s existing amortizable intangibles for the next 5 years, and thereafter, as of March 31, 2023 is as follows: (in thousands) Amount 2023 - remaining $ 61,686 2025 60,901 2026 57,188 2027 47,007 2028 40,233 Thereafter 505,626 Total $ 772,641 We periodically assess our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Changes or consolidation of the use of any of our brand names could result in a reduction in their remaining estimated economic lives, which could lead to increased amortization expense. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases offices, operating medical centers, vehicles and medical equipment. Leases consist of finance and operating leases, and have a remaining lease term of 1 year to 15 years. The Company elected the practical expedient, which allows the Company to exclude leases with a lease term less than 12 months from being recorded on the balance sheet. The Company adopted the practical expedient related to the combining of lease and non-lease components, which allows us to account for the lease and non-lease components as a single lease component. Future minimum lease payments under operating and finance leases as of March 31, 2023 were as follows: (in thousands) Operating Finance Total 2023 - remaining $ 28,145 $ 2,333 $ 30,478 2024 35,976 2,930 38,906 2025 32,943 2,504 35,447 2026 30,165 1,911 32,076 2027 27,711 334 28,045 Thereafter 99,167 — 99,167 Total minimum lease payments 254,107 10,012 264,119 Less: amount representing interest (61,767) (1,607) (63,374) Lease liabilities $ 192,340 $ 8,405 $ 200,745 |
LEASES | LEASES The Company leases offices, operating medical centers, vehicles and medical equipment. Leases consist of finance and operating leases, and have a remaining lease term of 1 year to 15 years. The Company elected the practical expedient, which allows the Company to exclude leases with a lease term less than 12 months from being recorded on the balance sheet. The Company adopted the practical expedient related to the combining of lease and non-lease components, which allows us to account for the lease and non-lease components as a single lease component. Future minimum lease payments under operating and finance leases as of March 31, 2023 were as follows: (in thousands) Operating Finance Total 2023 - remaining $ 28,145 $ 2,333 $ 30,478 2024 35,976 2,930 38,906 2025 32,943 2,504 35,447 2026 30,165 1,911 32,076 2027 27,711 334 28,045 Thereafter 99,167 — 99,167 Total minimum lease payments 254,107 10,012 264,119 Less: amount representing interest (61,767) (1,607) (63,374) Lease liabilities $ 192,340 $ 8,405 $ 200,745 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | OTHER CURRENT LIABILITIES Other current liabilities consisted of the following as of March 31, 2023 and December 31, 2022, respectively: (in thousands) March 31, 2023 December 31, 2022 Service fund liability 1 $ 11,924 $ 16,652 Other 8,832 7,839 Other current liabilities $ 20,756 $ 24,491 |
CONTRACT LIABILITIES
CONTRACT LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT LIABILITIES | CONTRACT LIABILITIES As further explained in Note 14, “Related Party Transactions,” in these unaudited condensed consolidated financial statements, the Company entered into certain agreements with Humana, Inc. ("Humana") under which the Company receives administrative payments in exchange for providing care coordination services at certain clinics licensed to the Company over the term of such agreements. The Company’s contract liabilities balance related to these payments from Humana was $5.8 million and $6.5 million as of March 31, 2023 and December 31, 2022, respectively. The short-term portion was recorded in other current liabilities and the long-term portion was recorded in other liabilities. The Company recognized $0.7 million and $0.6 million in revenue from contract liabilities recorded during the three months ended March 31, 2023 and 2022, respectively. A summary of significant changes in the contract liabilities balance during the period is as follows: (in thousands) Deferred revenue Balance at December 31, 2022 $ 6,461 Increases due to amounts collected — Revenues recognized from current period increases (675) Balance at March 31, 2023 $ 5,786 Of the March 31, 2023 contract liabilities balance, the Company expects to recognize the following amounts as revenue in the succeeding years: Years ended December 31, Amount (in thousands) 2023 - remaining $ 2,024 2024 2,514 2025 1,183 2026 65 2027 — Total $ 5,786 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The Company’s notes payable were as follows as of March 31, 2023 and December 31, 2022, respectively: (in thousands) 2023 2022 Term loan $ 636,377 $ 721,988 2023 Term Loan 1 152,071 — Senior Notes 300,000 300,000 Less: Current portion of notes payable (6,444) (6,444) 1,082,004 1,015,544 Less: Debt issuance costs (71,585) (17,738) Notes payable, net of current portion and debt issuance costs $ 1,010,419 $ 997,806 1. Includes $2.1 million of Paid-in-Kind ("PIK") interest that was incurred under the 2023 Term Loan through March 31, 2023. Credit Suisse Credit Agreement Pursuant to the Credit Suisse Credit Agreement, the Company has a senior secured term loan and a revolving credit facility. Obligations under the Credit Suisse Credit Agreement are secured by substantially all of the Company’s assets. The Credit Suisse Credit Agreement contains a financial maintenance covenant (which is for the benefit of the lenders under the revolving line of credit only), requiring the Company to not exceed a total first lien secured net debt to Consolidated Adjusted EBITDA (as defined therein) ratio, which is tested quarterly only if the Company has exceeded a certain amount drawn under its revolving line of credit. As of March 31, 2023, the Company was in compliance with the financial maintenance covenant. The term loan under the Credit Suisse Credit Agreement is subject to principal amortization repayments, due on the last business day of each calendar quarter equal to 0.25% of the initial principal amount, as applicable, based on the funding dates. Amortization payments commenced on March 31, 2021. The outstanding amount of unpaid principal and interest associated with the term loan is due on the maturity date of November 23, 2027. Prior to the maturity date, the Company may elect to prepay, in whole or in part at any time without premium or penalty, other than in connection with certain repricing transactions and customary breakage costs. A s of March 31, 2023, the available balance on our revolving line of credit was $120 million. As of March 31, 2023 and December 31, 2022, the Company maintains restricted letters of credit for an aggregate amount of $5.7 million and $7.2 million, respectively. As of March 31, 2023 and December 31, 2022, the Company had $13.0 million (of its total cash of $44.9 million) and $4.4 million (of its total cash of $27.3 million), respectively, of cash held as collateral and letters of credit related to the ACO REACH program, respectively. The letters of credit and the collateral are both presented within cash, cash equivalents and restricted cash. On January 14, 2022, the Company entered into an amendment to the Credit Suisse Credit Agreem ent, pursuant to which the outstanding principal amount of term loans was replaced with an equivalent amount of new term loans having substantially similar terms, except with a lower interest rate margin applicable to the new term loan. The amendment of the Credit Suisse Credit Agreement implemented a forward-looking term rate based on the secured overnight financing rate (“SOFR”) as the replacement for LIBOR as the benchmark interest rate for borrowings under the term loan and revolving line of credit, and certain other provisions. The new interest rate applicable to the term loan and borrowing under the revolving line of credit was revised to 4.00% plus the greater of SOFR and the applicable credit spread adjustment or 0.50%; provided that if the Company achieves a public corporate rating from S&P of at least "B" and a public rating from Moody's of at least "B2", then for as long as such ratings remain in effect, a margin of 3.75% shall be applicable . The Company has not reached the applicable ratings. The amendment represented a partial extinguishment and resulted in a write-off of deferred issuance costs of $1.4 million, w hich was recorded as a loss on extinguishment of debt for the three months ended March 31, 2022. During the three months ended March 31, 2023 , the SOFR exceeded the credit spread adjustment of 0.50%, resulting in monthly variable interest rates for the quarter. As of March 31, 2023 , the effective interest rate of the term loan was 9.52%. Senior Notes On September 30, 2021, the Company issued senior unsecured notes for a principal amount of $300.0 million (the "Senior Notes") in a private offering. The Senior Notes bear interest at 6.25% per annum, payable semi-annually on April 1st and October 1st of each year, which interest commenced on April 1, 2022. As of March 31, 2023, the effective interest rate of the Senior Notes was 6.66%. Principal on the Senior Notes is due in full on October 1, 2028. The Senior Notes are not subject to any amortization payments. Prior to October 1, 2024, the Company may redeem some or all of the Senior Notes at a price equal to 100% of the principal amount redeemed, plus accrued and unpaid interest, plus a make-whole premium. Prior to October 1, 2024, the Company may also redeem up to 40% of the aggregate principal amount of the notes with the net cash proceeds of certain equity offerings, at a redemption price of 106.25%, plus accrued and unpaid interest. On or after October 1, 2024, the Company may redeem some or all of the Senior Notes at a redemption price of 100% to 103.13%, plus accrued and unpaid interest, depending on the date that the Senior Notes are redeemed. 2023 Term Loan Agreement On February 24, 2023 (the “2023 Term Loan Closing Date”), the Company, through its subsidiaries, Cano Health, LLC (the “Borrower”) and Primary Care (ITC) Intermediate Holdings, LLC (“Holdings”), entered into a Credit Agreement (the “Side-Car Credit Agreement”) with certain lenders and JP Morgan Chase Bank, N.A., as administrative agent (the “2023 Term Loan Administrative Agent”), pursuant to which the lenders provided a senior secured term loan (the “2023 Term Loan”) to the Borrower in the aggregate principal amount of $150 million, the full amount of which was funded on the 2023 Term Loan Closing Date. Pursuant to the Side-Car Credit Agreement, the 2023 Term Loan bears interest at a rate equal to: (i) on or prior to the date that is the second anniversary of the closing date, 14% per annum, payable quarterly either (at the Company’s election) in cash or in kind by adding such amount to the principal balance of the term loan and (ii) thereafter, 13% per annum, payable quarterly in cash. The Company has elected to satisfy interest due on the loan through the second anniversary in kind. The 2023 Term Loan will mature on November 23, 2027 (the “Maturity Date”), the same maturity date as the existing term loan under the Company’s Credit Suisse Credit Agreement. The 2023 Term Loan will not amortize. Prior to the Maturity Date, the Company may elect to prepay the 2023 Term Loan, in whole or in part, subject to the applicable prepayment premium. If the Borrower voluntarily prepays the 2023 Term Loan, or if the 2023 Term Loan is accelerated, including in connection with a bankruptcy or insolvency proceeding, then the 2023 Term Loan will be subject to an applicable prepayment premium. If the prepayment, repayment or acceleration occurs during the period from and after the Closing Date up to (but not including) the date that is the 18-month anniversary of the initial funding date, the prepayment premium shall be an amount equal to: (i) the aggregate amount of interest which would otherwise have been payable on the principal amount of the 2023 Term Loan prepaid, repaid or accelerated from the date of the occurrence of the trigger event until the date that is the 18-month anniversary of the initial funding date, discounted at the then-applicable treasury rate plus 0.50%, plus (ii) an amount equal to the premium that would otherwise be payable as if such prepayment, repayment or acceleration had occurred on the day after the 18-month anniversary of the initial funding date (the “Make-Whole Amount”). If the prepayment, repayment or acceleration occurs during the period from and after the 18-month anniversary of the initial funding date up to (but not including) the date that is the 30-month anniversary of the initial funding date, the prepayment premium shall be an amount equal to 3% of the principal amount of the 2023 Term Loan prepaid, repaid or accelerated on such date in cash. If the prepayment, repayment or acceleration occurs during the period from and after the 30-month anniversary of the initial funding date up to (but not including) the date that is the 42-month anniversary of the initial funding date, the prepayment premium shall be an amount equal to 2% of the principal amount of the 2023 Term Loan prepaid, repaid or accelerated on such date in cash. There is no prepayment premium from and after the 42-month anniversary of the initial funding date. In addition, the 2023 Term Loan must be prepaid with the net cash proceeds of any material asset sale (subject to reinvestment rights) or casualty or condemnation event or any incurrence of debt not permitted by the Side-Car Credit Agreement. The Side-Car Credit Agreement also provides for annual excess cash flow mandatory prepayments. The mandatory prepayments under the Side-Car Credit Agreement are substantially consistent with the Credit Suisse Credit Agreement. Mandatory prepayments of the 2023 Term Loan and the term loans under the Credit Suisse Credit Agreement must be offered pro rata to the lenders thereof. The Side-Car Credit Agreement contains certain representations and warranties, events of default and covenants, which are qualified by certain exceptions and baskets, that are customary for a transaction of this type, including, among other things, covenants that restrict the ability of the Borrower and its subsidiaries to incur certain additional indebtedness, create or prevent certain liens on assets, engage in certain mergers or consolidations, engage in asset dispositions, declare or pay dividends and make equity redemptions or restrict the ability of its subsidiaries to do so, make loans and investments, enter into transactions with affiliates, or make voluntary payments, amendments or modifications to subordinated or junior indebtedness. The Side-Car Credit Agreement contains a financial covenant, requiring the Borrower to maintain a First Lien Net Leverage Ratio (i.e., total first lien senior secured net debt to Consolidated Adjusted EBITDA) not to exceed 5.80:1.00 on the last day of any four consecutive fiscal quarter period, with the first testing date on March 31, 2023. The Company was compliant with the financial covenant as of March 31, 2023. The financial covenant under the Side-Car Credit Agreement is substantially consistent with the covenant under the Credit Suisse Credit Agreement with respect to the revolving credit facility, except that under the Side-Car Credit Agreement, the financial covenant will be tested quarterly. The 2023 Term Loan is guaranteed, jointly and severally by Holdings and each domestic wholly-owned material subsidiary of the Borrower’s current and future direct and indirect domestic wholly-owned material subsidiaries, with certain exceptions in accordance with the terms of the Side-Car Credit Agreement. The 2023 Term Loan is secured on a first lien basis by substantially all the assets of the Borrower and the guarantors. The obligations under the Side-Car Credit Agreement and the Credit Suisse Credit Agreement are secured by the same collateral on a ratable basis. In connection with and as consideration for entering into the Side-Car Credit Agreement, on February 24, 2023, the Company granted the lenders warrants to purchase, in the aggregate, up to 29.5 million shares of the Company’s Class A common stock at an exercise price of $0.01 per share, of which 21.6 million warrants were exercised on March 8, 2023 and the remaining 7.9 million warrants were exercised on April 24, 2023. The Company paid customary fees and expenses to the 2023 Term Loan Administrative Agent and the lenders in connection with the Side-Car Credit Agreement. Future Principal Payments on Term Loans and Senior Notes The following table sets forth the Company’s future principal payments as of March 31, 2023 , assuming mandatory prepayment does not occur: (in thousands) Year ending December 31, Amount 2023 $ 4,833 2024 6,444 2025 6,444 2026 6,444 2027 764,283 Thereafter 300,000 Total $ 1,088,448 As of March 31, 2023 and December 31, 2022, the balance of debt issuance costs totaled $72.2 million and $18.4 million, respectively, and is being amortized into interest expense over the term of the loans using the effective interest method. Of the balance as of March 31, 2023, $71.6 million was related to the term loan under the Credit Suisse Credit Agreement, the Side Car Credit Agreement and the Senior Notes, reflected as a direct reduction to the long-term debt balances, while the remaining $0.2 million and $0.4 million was related to the revolving line of credit, and reflected in prepaid expenses and other current assets and other assets respectively. The Company recognized interest expense of $23.5 million (including $2.1 million of PIK interest under the 2023 Term Loan) and $13.3 million for the three months ended March 31, 2023 and 2022, respectively, of which $1.1 million and $0.7 million for the three months ended March 31, 2023 and 2022, respectively, was related to the amortization of debt issuance costs. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS ASC 820, " Fair Value Measurements and Disclosures" provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The 3 levels of the fair value hierarchy under the accounting standard are described as follows: • Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. • Level 2 Inputs to the valuation methodology include: • quoted prices for similar assets or liabilities in active markets; • quoted prices for identical or similar assets or liabilities in inactive markets; • inputs other than quoted prices that are observable for the asset or liability; • inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (i.e., contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The fair value measurement level of the assets or liabilities within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The carrying amounts of financial instruments including cash, accounts receivable, accounts payable, accrued liabilities, due to sellers, short-term borrowings and equity investments approximate fair value due to the short maturities of such instruments. The fair value of the Company’s debt using Level 2 inputs was approximately $782.0 million and $745.9 million as of March 31, 2023 and December 31, 2022, respectively. On August 11, 2021, the Company issued 2,720,966 shares of its Class A common stock (the “escrowed shares”) to the escrow agent, on behalf of the seller, as part of the consideration in connection with an acquisition. The amount of shares was based on a $30.0 million purchase price divided by the average share price of the Company's Class A common stock during the 20 consecutive trading days preceding the closing date of the transaction. The shares were deposited in escrow and will be released to the seller upon the satisfaction of certain performance metrics in 2022 and 2023. The final number of escrowed shares will be calculated by multiplying the initial share amount by an earned share percentage ranging from 0% to 100% in accordance with the purchase agreement and subtracting any forfeited indemnity shares. The fair value of this contingent consideration is determined using a Monte-Carlo simulation model. These inputs are used to calculate the pay-off amount per the agreement which is then discounted to present value using the risk-free rate and the Company’s cost of debt. As of March, 31, 2023 the seller has met the 2022 performance metrics to earn a 100% payout and the liability is classified in current portions due to sellers on the consolidated balance sheet at a fair value of $27.3 million. The liability will continue to be fair valued until paid as it will be settled in a variable amount of shares of the Company's Class A common stock. On August 5, 2022, the Company entered into a purchase agreement in connection with an acquisition. The transaction was financed, in part, through the issuance of shares of the Company's Class A common stock and various contingent consideration arrangements. The contingent consideration is valued based on the future performance of two plans using Monte-Carlo simulations. There was a $4.1 million decrease in the fair value of the contingent consideration liability during the three months ended March 31, 2023, which was recorded in change in fair value of contingent consideration in the consolidated statement of operations. These amounts represent gains that were recorded related to the acquisition which was completed on August 5, 2022, as described above. The gains resulted from a change in the fair value of the future performance of the assets acquired. On December 9, 2022, the Company entered into an asset acquisition agreement requiring future payments in shares of the Company's Class A common stock. As of March 31, 2023, $15.5 million of the liability was classified as current portions due to sellers in the condensed consolidated balance sheet. The liability will continue to be fair valued until paid, as it will be settled in a variable amount of shares of the Company's Class A common stock. The Company issued 9.7 million Class A common stock on January 31, 2023, to settle a portion of the purchase price. Warrant Liabilities: As of June 3, 2021, the Closing Date of the Business Combination, and as of March 31, 2023, there were 23.0 million public warrants ("Public Warrants") and 10.5 million private placement warrants ("Private Placement Warrants") outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815, " Derivatives and Hedges" , under which the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and therefore must be recorded as liabilities. Accordingly, the Company classifies the Public Warrants and the Private Placement Warrants as liabilities and adjusts them to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any changes in the fair value of the warrant liabilities is recognized in the Company’s consolidated statements of operations. The Company’s valuation of the warrant liabilities utilize a binomial lattice in a risk-neutral framework (a special case of the Income Approach). The fair value of the Public Warrants and Private Placement Warrants utilized Level 1 and 3 inputs, respectively. The Private Placement Warrants are based on significant inputs not observable in the market as of March 31, 2023 and December 31, 2022. As discussed in Note 11, "Debt", the Company granted the lenders warrants to purchase, in the aggregate, up to $29.5 million shares of the Company’s Class A common stock at an exercise price of $0.01 per share. The warrants meet the criteria for equity classification and are presented in the warrant debt discount line in the statement of shareholder's equity. The warrants were recorded at fair value upon issuance using the closing price of shares of the Company's Class A common stock on the issuance date of February 24, 2023, less $0.01. 21.6 million of these warrants were exercised on March 8, 2023 and the remaining warrants were exercised on April 24, 2023. The preceding methods described may produce fair value calculations that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table provides quantitative information regarding the Level 3 inputs used for the fair value measurements of the warrant liabilities: As of Unobservable Input March 31, 2023 December 31, 2022 Exercise price $11.50 $11.50 Stock price $0.91 $1.37 Term (years) 3.2 3.4 Risk free interest rate 3.8% 4.1% Dividend yield None None Public warrant price $0.16 $0.22 The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2023 : (in thousands) Carrying Quoted Prices in Significant Significant Liabilities and assets measured at fair value on a recurring basis: Contingent consideration liability $ 4,000 $ — $ — $ 4,000 Contingent consideration asset (5,300) — — (5,300) Due to sellers liabilities 42,800 42,800 — — Public Warrant Liabilities 3,680 3,680 — — Private Placement Warrant Liabilities 1,685 — — 1,685 Total liabilities and assets measured at fair value $ 46,865 $ 46,480 $ — $ 385 There was a decrease of $1.4 million in the fair value of the Public Warrant Liabilities during the three months ended March 31, 2023, and a decrease of $0.6 million in the fair value of the Private Placement Warrant Liabilities during the three months ended March 31, 2023. The change in fair value of the warrant liabilities is reflected in our condensed consolidated statements of operations under the caption change in fair value of warrant liabilities. The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2022: (in thousands) Carrying Quoted Prices in Significant Significant Liabilities and assets measured at fair value on a recurring basis: Contingent consideration liability $ 2,800 $ — $ — $ 2,800 Due to sellers liabilities 56,940 56,940 — — Public Warrant Liabilities 5,060 5,060 — — Private Placement Warrant Liabilities 2,313 — — 2,313 Total liabilities and assets measured at fair value $ 67,113 $ 62,000 $ — $ 5,113 The following table includes a roll forward of the amounts for the three months ended March 31, 2023 and 2022 and for liabilities measured at fair value: Fair Value Measurements for the Three Months Ended March 31, 2023 2022 Original Balance as of January 1, $ 67,113 $ 118,567 Change in fair value of contingent consideration (4,100) (4,661) Change in fair value of warrants (2,008) (27,162) Contingent consideration write off — — Contingent consideration reclassified to due to seller — — Due to sellers recognized at fair value — — Contingent consideration settled through equity — — Contingent consideration payments — — Change in fair value of due to sellers 1,139 $ — Due to seller payments (15,279) $ — Closing Balance as of March 31, $ 46,865 $ 86,744 |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIESThe Physicians Groups were established to employ healthcare providers to contract with managed care payors, and to deliver healthcare services to patients in the markets that the Company serves. The Company evaluated whether it has a variable interest in the Physicians Groups, whether the Physicians Groups are VIEs, and whether the Company has a controlling financial interest in the Physicians Groups. The Company concluded that it has variable interests in the Physicians Groups on the basis of each respective Master Service Agreement (“MSA”), which provides office space, consulting services, managerial and administrative services, billing and collection, personnel services, financial management, licensing, permitting, credentialing, and claims processing in exchange for a service fee and performance bonuses payable to the Company. Each respective MSA transfers substantially all the residual risks and rewards of ownership to the Company. The Physicians Groups’ equity at risk, as defined by GAAP, is insufficient to finance its activities without additional support, and therefore, the Physicians Groups are considered VIEs, and are not affiliates of the Company. In order to determine whether the Company has a controlling financial interest in the Physicians Groups, and thus, whether the Company is the primary beneficiary, the Company considered whether it has i) the power to direct the activities that most significantly impact the Physicians Groups’ economic performance and ii) the obligation to absorb losses of the entities that could potentially be significant to it or the right to receive benefits from the Physicians Groups that could potentially be significant to it. The Company concluded that it may unilaterally remove the physician owners of the Physicians Groups at its discretion and is therefore considered to hold substantive kick-out rights over the decision maker of the Physicians Groups. Under each MSA, the Company is entitled to a management fee and a performance bonus that entitle the Company to substantially all of the residual returns or losses and is exposed to economics that could be significant to it. As a result, the Company concluded that it is the primary beneficiary of the Physicians Groups and therefore, consolidates the balance sheets, results of operations, and cash flows of these entities. The Company performs a qualitative assessment on an ongoing basis to determine if it continues to be the primary beneficiary. The table below illustrates the aggregated VIE assets and liabilities and performance for the Physicians Groups: (in thousands) March 31, 2023 December 31, 2022 Total Assets 1 $ 22,068 $ 16,247 Total Liabilities 1 $ 22,339 $ 19,445 Three Months Ended (in thousands) 2023 2022 Total revenue $ 27,661 $ 14,318 Operating expenses: 2 Third-party medical costs 18,252 6,631 Direct patient expense 7,387 5,764 Total operating expenses 25,639 12,395 Net income $ 2,022 $ 1,923 There are no restrictions on the Physicians Groups' assets or on the settlement of their liabilities. The assets of the Physicians Groups can be used to settle the Company's obligations. The Physicians Groups are included in the Company’s creditor group; thus, the Company's creditors have recourse to the assets owned by the Physicians Groups. There are no liabilities for which creditors of the Physicians Groups do not have recourse to the general credit of the Company. There are no restrictions placed on the retained earnings or net income of the Physicians Groups with respect to potential future distributions. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Significant Shareholder Relationship On March 8, 2023, the Company issued an aggregate of 21,620,941 shares of Class A common stock to funds affiliated with Diameter Capital Partners LP (collectively, “Diameter”) upon the exercise of the warrants that were issued to Diameter pursuant to the Warrant Agreement, dated as of February 24, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent and transfer agent. The warrants were issued in connection with the consummation of a senior secured term loan to the Company from Diameter and Rubicon Credit Holdings LLC in the aggregate principal amount of $150.0 million. The term loan bears interest at a rate equal to (i) on or prior to February 24, 2025, 14% per annum, payable quarterly either (at the Company’s election) in cash or in kind by adding such amount to the principal balance of the term loan and (ii) thereafter, 13% per annum, payable quarterly in cash. The term loan will mature on November 23, 2027. During the three months ended March 31, 2023, the Company paid in kind $2.1 million of interest expense, which was compounded into the principal, and paid $9.2 million in cash for debt issuance costs. MedCloud Depot, LLC Relationship On August 1, 2022, the Company appointed Bob Camerlinck as Chief Operating Officer ("COO"). The COO owns 20% of MedCloud Depot, LLC ("MedCloud"), a Florida-based software development firm that specializes in health information technology and data warehousing. The Company has a license agreement with MedCloud pursuant to which MedCloud has granted the Company a non-exclusive, non-transferable license to use their software. The Company recorded payments to MedCloud that amounted to approximately $1.0 million and $0.5 million for three months ended March 31, 2023 and 2022, respectively, which were recorded within the caption selling, general and administrative expenses in the condensed consolidated financial statements. As of March 31, 2023 the Company owed $0.4 million to MedCloud. Dental Excellence and Onsite Dental Relationships On April 14, 2022, CD Support, LLC ("Onsite Dental") acquired Dental Excellence Partners, LLC ("DEP"), a company who at the time of the acquisition was owned by the spouse of Marlow Hernandez, the Company's Chief Executive Officer ("CEO"), and DEP entered into a dental s ervices agreement with the Company. The CEO's spouse became a minority shareholder of Onsite Dental upon closing of the acquisition and she serves as a Board observer at Onsite Dental's board meetings. The CEO's brother and mother are employed as dentists at DEP. The Company has various sublease agreements with Onsite Dental. For such space, the Company recognized sublease income of approximately $0.2 million and $0.2 million during the three months ended March 31, 2023 and 2022, respectively, which was recorded within the caption "Other Income (Expense)" in the accompanying condensed consolidated statements of operations. As of March 31, 2023, an immaterial amount was due to the Company in relation to these agreements and recorded in the caption accounts receivable. On October 9, 2020, the Company entered into a dental services agreement with DEP pursuant to which DEP agreed to provide dental services for managed care members of the Company. The Company recognized expenses of approximately $1.5 million during the three months ended March 31, 2022, which was recorded within the caption "Direct Patient Expense". As of March 31, 2023, no balance was due to DEP. Subsequent to Onsite Dental acquiring DEP on April 14, 2022, the Company entered into a new dental services administration agreement with Onsite Dental to provide dental services for the Company's managed care members and terminated the prior contract with DEP. The Company recognized expenses in respect of the dental services provided to Cano Health's members by Onsite Dental in the amount of approximately $4.1 million for the three months ended March 31, 2023. As of March 31, 2023, no balance was due to Onsite Dental. Operating Leases The Company indirectly leased a medical space from the Company's COO. For the medical space, the Company paid Humana, Inc., a managed care organization with whom the Company has entered into multi-year agreements (“Humana”), approximately $0.2 million and $0.1 million and Humana paid the Company's COO $0.1 million and $0.1 million for the three months ended March 31, 2023 and 2022, respectively. In addition, the Company's COO leased three other properties directly to the Company and was paid $0.1 million and $0.1 million for th e three months ended March 31, 2023 and 2022, respectively. General Contractor Agreements The Company has entered into various general contractor agreements with Cano Builders, USA, Inc. ("Cano Builders"), a company that is controlled by Jose Hernandez, the father of the Company's CEO, pursuant to which Cano Builders performs leasehold improvements at various Company locations, as well as performing various repairs and related maintenance. Payments made to Cano Builders pursuant to these general contractor agreements, as well as amounts paid for repairs and maintenance, totaled approximately $0.4 million and $1.7 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the Company owed $0.5 million to Cano Builders. Other The CEO’s sister-in-law is employed at the Company as its director of payroll and her annualized cash compensation is approximately $135,000, which the Company believes is at market rates. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2021 Stock Option and Incentive Plan The Company maintains the 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”) to encourage and enable the current and future officers, employees, directors, and consultants of the Company and its affiliates to obtain ownership in the Company and align their interests with those of the Company. The aggregate number of shares authorized for issuance under the 2021 Plan will not exceed 52.0 million shares of stock. The aggregate number of shares authorized for issuance under the 2021 ESPP will not exceed 4.7 million. On January 1 of each year through January 1, 2031 the number of shares of Class A common stock reserved and available for issuance under the 2021 ESPP shall be cumulatively increased by the lesser of (i) 15.0 million shares of Class A common stock, (ii) 1.0% of the number of shares of Class A common stock issued and outstanding on the immediately preceding December 31st, or (iii) such lesser number of shares as determined by the Compensation Committee, which is the plan administrator. The 2021 Plan provides for the grant of incentive and nonqualified stock option, restricted stock units (“RSUs”), restricted share awards, stock appreciation awards, unrestricted stock awards, and cash-based awards to employees, directors, and consultants of the Company. Stock Options On June 3, 2021, in connection with closing the Business Combination, the Company granted 12.8 million stock options with market conditions (“Market Condition Awards”) to several executive officers and directors of the Company. The Market Condition Awards are eligible to vest when the Company’s stock price meets specified hurdle prices and stays above those prices for 20 consecutive days after June 3, 2021 and before June 3, 2024 (i.e., the period from grant to the end date of the performance period). Once the market condition is satisfied, the applicable percentage of the Market Condition Awards will vest 50% on each of the first and second anniversaries so long as the optionee stays employed. The unrecognized compensation cost of the Market Condition Awards as of March 31, 2023 was $13.9 million, which is expected to be recognized over the weighted average remaining service period of 1.2 years. Further, on March 15, 2022 and March 31, 2023, in connection with achieving certain performance metrics, the Company granted a total of 1.9 million stock options with service conditions ("Service Condition Awards") to several executive officers of the Company. The Service Condition Awards vest over 4 years, with 25% of the shares underlying the award vesting at the end of each successive 1-year period thereafter so long as the optionee stays employed. The unrecognized compensation cost of the Service Condition Awards as of March 31, 2023 was $2.2 million, which is expected to be recognized over the weighted average remaining service period of 2.3 years. Stock Option Valuation The Company uses two valuation methods to determine the fair value of the stock options. The Monte-Carlo simulation model is used to estimate the fair value of the Market Condition Awards . The Monte-Carlo simulation model calculates multiple potential outcomes for an award and establishes a fair value based on the most likely outcome. The fair values were calculated using the Monte-Carlo model with the following assumptions as of the June 3, 2021 grant date: As of June 3, 2021 Closing Cano share price as of valuation date $ 14.75 Risk-free interest rate 1.68% - 2.0% Expected volatility 45.0% Expected dividend yield 0.0% Expected cost of equity 9.0% The Black-Scholes valuation method is used to determine the fair value of the Service Condition Awards. The Black-Scholes valuation model requires the input of assumptions regarding the expected term, expected volatility, dividend yield and risk-free interest to estimate the fair value of the stock option. The fair values of the Service Condition Awards were calculated using the following assumptions as of March 15, 2022 and March 31, 2023 grant dates: As of March 15, 2022 Strike price $ 6.03 Risk-free interest rate 2.1% Expected volatility 70.0% Expected dividend yield 0.0% Expected term 6.25 As of March 31, 2023 Strike price $ 0.91 Risk-free interest rate 3.5% Expected volatility 100.0% Expected dividend yield 0.0% Expected term 6.25 A summary of the status of unvested options granted under the 2021 Plan through March 31, 2023 is presented below: Market-Based Stock Options Service-Based Stock Options Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance, December 31, 2021 12,703,698 $ 4.23 — — Granted — — 435,141 $ 3.88 Forfeitures (5,714) 4.23 — — Balance, March 31, 2022 12,697,984 $ 4.23 435,141 $ 3.88 Balance, December 31, 2022 10,634,998 $ 4.23 405,652 $ 3.88 Granted — — 1,479,711 0.74 Forfeitures (276,993) 4.23 — — Balance, March 31, 2023 10,358,005 $ 4.23 1,885,363 $ 1.42 Restricted Stock Units The fair value of RSUs is based on the closing price of the Company’s Class A common stock on the grant date. The unrecognized compensation cost of the outstanding RSUs as of March 31, 2023 was $61.1 million for service based awards and $1.0 million for performance based awards, which are performance-adjusted restricted stock units that link granted equity compensation value to the Company's achievement of strategic financial objectives. The RSUs and performance-adjusted restricted stock units are expected to be recognized over the weighted average remaining service period of 1.3 years and 1.1 years, respectively. A majority of RSUs vest in equal annual installments over a period of 4 years from the grant date. Certain executives of the Company received RSUs which vest in equal annual installments over a 2-year period. Further, RSUs granted to non-employee members of the Board of Directors vest over the lesser of one year or upon the next annual stockholders' meeting. A summary of the status of unvested RSUs granted under the 2021 Plan through March 31, 2023 is presented below: Restricted-Stock Units Performance - Restricted-Stock Units Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance, December 31, 2021 4,460,772 $ 14.43 706,750 $ 12.73 Granted 7,454,302 6.02 — — Forfeitures — — — — Balance, March 31, 2022 11,915,074 $ 9.17 706,750 $ 12.73 Balance, December 31, 2022 10,672,574 $ 7.64 280,477 $ 13.36 Granted 734,020 0.91 — — Vested (40,336) 5.78 — — Forfeitures (601,449) 5.81 — — Balance, March 31, 2023 10,764,809 $ 7.29 280,477 $ 13.36 The Company recorded compensation expenses related to stock options and RSUs of $9.0 million and $13.2 million for the three months ended March 31, 2023 and 2022, respectively. The Company recorded compensation expense related to the 2021 ESPP of $0.4 million and $0.6 million for the three months ended March 31, 2023 and 2022, respectively. The total stock-based compensation expense related to all the stock-based awards granted by the Company is reported in the Company's condensed consolidated statement of operations as compensation expense within the selling, general and administrative expense caption. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Vendor Agreements The Company, through its subsidiaries Comfort Pharmacy, LLC, Comfort Pharmacy 2, LLC, and Belen Pharmacy Group, LLC, entered into a multi-year Prime Vendor Agreement ("PVA") with a pharmaceutical wholesaler, effective November 1, 2020, that continues through October 31, 2023. This agreement extends on a month-to-month basis thereafter until either party gives 90 days' written notice to terminate. The pharmaceutical wholesaler serves as the Company’s primary wholesale supplier for branded and generic pharmaceuticals. The agreement contains a provision that requires average monthly net purchases of $0.8 million, and if the minimum is not met, the vendor may adjust the pricing of goods. A Joinder Agreement was entered into on December 1, 2020, which amended the PVA to include IFB Pharmacy, LLC, a fully consolidated subsidiary, under the agreement as of this date. As a result of the University acquisition, the Company assumed the vendor agreement in 2021 that University, through its subsidiary University Health Care Pharmacy, Inc., had with a second pharmaceutical vendor. The agreement, effective through December 2023, contains a provision that requires average monthly net purchases of $0.6 million, and if the minimum is not met, the vendor may adjust the pricing of goods. Management believes it has satisfied the minimum requirements of these agreements for the three months ended March 31, 2023 and 2022. Legal Matters On March 18, 2022, a purported stockholder of the Company filed a putative class action lawsuit in the U.S. District Court for the Southern District of Florida against the Company, certain current officers and certain former officers of Jaws , captioned Alberto Gonzalez v. Cano Health, Inc. f/k/a Jaws Acquisition Corp., et al. (No. 1:22-cv-20827) . An amended complaint was filed on February 21, 2023. Defendants moved to dismiss the amended complaint on April 7, 2023. The lawsuit alleges violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 against all defendants in connection with allegedly false and misleading statements made by the Company regarding compliance with GAAP and the timing of its revenue recognition from Medicare Advantage contracts in 2021. The lawsuit seeks, among other things, certification of a class action and unspecified compensatory damages for purchasers of the Company’s common stock between May 7, 2021 and February 25, 2022 , as well as attorneys’ fees and costs. The Company believes it has meritorious defenses and intends to vigorously defend against the allegations. On April 28, 2023, three former directors, Barry Sternlicht and Elliot Cooperstone and Dr. Lewis Gold, filed a lawsuit against the Company’s Board of Directors in the Court of Chancery of the State of Delaware captioned Sternlicht et al. v. Hernandez et al., C.A. No. 2023-0477-PAF . The lawsuit claims a breach of fiduciary duties by the Board and seeks to re-open the Company’s advance-notice nomination window for stockholder notice of director candidate nominations and business proposals for the Company’s 2023 annual stockholders’ meeting. The board intends to vigorously defend against the lawsuit. The Company is exposed to various other asserted and unasserted potential claims encountered in the normal course of business. Management believes that the resolution of these matters will not have a material effect on the Company’s consolidated financial position, results of operations or cash flows. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe Company incurred no tax expense for the three months ended March 31, 2023, as such the effective tax rate for the three months ended March 31, 2023 was 0% compared to 108.6% for the three months ended March 31, 2022. The effective tax rate for the periods presented differs from the statutory U.S. tax rate. The primary rate difference relates to a portion of income allocated to non-controlling interests and the valuation allowance recorded against the Company’s deferred tax assets. The Company evaluates the realizability of its deferred tax assets on a quarterly basis and adjusts the valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax assets may not be realized. The Company does not have any uncertain tax positions ("UTPs") as of March 31, 2023. While the Company currently does not have any UTPs, it is foreseeable that the calculation of the Company’s tax liabilities may involve dealing with uncertainties in the application of complex tax laws and regulations in multiple jurisdictions across the Company’s operations. The Company files income tax returns in the U.S. with Federal, State and local agencies, and in Puerto Rico. The Company, and its subsidiaries are subject to U.S. Federal, state and local tax examinations for tax years starting in 2019. In addition, the Puerto Rico subsidiary group is subject to U.S. Federal, state and foreign tax examinations for tax years starting in 2018. The Internal Revenue Service ("IRS") commenced an examination of PCIH’s income tax return for the year ended December 31, 2020 in the first quarter of 2023. The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to the tax examination and that any settlement related thereto will not have a material adverse effect on the Company’s consolidated financial statements; however, there can be no assurances as to the ultimate outcome until the examination is completed. The Company has analyzed filing positions in the Federal, State, local and foreign jurisdictions where it is required to file income tax returns for all open tax years and does not believe any tax uncertainties exist. Tax Receivable Agreement Upon the completion of the Business Combination, Cano Health became a party to the Tax Receivable Agreement ("TRA"). Under the terms of that agreement, Cano Health generally is required to pay to the Seller and to each other person from time to time that becomes a “TRA Party” under the Tax Receivable Agreement, 85% of the tax savings, if any, that Cano Health is deemed to realize in certain circumstances as a result of certain tax attributes that exist following the Business Combination and that are created thereafter, including as a result of payments made under the Tax Receivable Agreement. To the extent payments are made pursuant to the Tax Receivable Agreement, Cano Health generally is required to pay to the Sponsor and to each other person from time to time that becomes a “Sponsor Party” under the Tax Receivable Agreement such Sponsor Party’s proportionate share of an amount equal to such payments multiplied by a fraction with the numerator of 0.15 and the denominator of 0.85. As a result of the payments to the TRA Party and Sponsor Party we generally are required to pay an amount equal to, but not in excess of the tax benefit realized from the tax attributes subject to the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless Cano Health exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement or certain other acceleration events occur. The Tax Receivable Agreement liability is determined and recorded under ASC 450, “Contingencies”, as a contingent liability; therefore, we are required to evaluate whether the liability is both probable and the amount can be estimated. Since the Tax Receivable Agreement liability is payable upon cash tax savings and we have determined that positive future taxable income is not probable based on Cano Health's historical loss position and other factors that make it difficult to rely on forecasts, we have not recorded the Tax Receivable Agreement liability as of March 31, 2023. We will continue to evaluate this on a quarterly basis which may result in future adjustments to the treatment. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHAREThe following table sets forth the net income (loss) and the computation of basic and diluted per common stock for the periods indicated: Three Months Ended March 31, (in thousands, except shares and per share data) 2023 2022 Numerator: Net income (loss) $ (60,585) $ (85) Less: net loss attributable to non-controlling interests (32,435) (745) Net income (loss) attributable to Class A common stockholders (28,150) 660 Dilutive effect of Class B common stock (32,435) (745) Net loss attributable to Class A common stockholders - Diluted $ (60,585) $ (85) Basic and Diluted Earnings Per Share denominator: Weighted average common stock outstanding - basic 239,802,085 191,410,221 Net income (loss) per share - basic $ (0.12) $ 0.00 Diluted Earnings Per Share: Dilutive effect of Class B common stock on weighted average common stock outstanding 263,638,069 276,722,704 Weighted average common stock outstanding - diluted 503,440,154 468,132,925 Net loss per share - diluted $ (0.12) $ 0.00 The outstanding Company’s Class B common stock does not represent economic interests in the Company, and as such, is not included in the denominator of the basic net loss per share calculation. The Class B common stock was dilutive for the three months ended March 31, 2023. On August 11, 2021, the Company issued 2,720,966 shares of Class A common stock (the “escrowed shares”) to the escrow agent, on behalf of the seller, as part of the consideration in connection with an acquisition. The amount of shares was based on a $30.0 million purchase price divided by the average share price of the Company's Class A common stock during the 20 consecutive trading days preceding the transaction's closing date. These shares were deposited in escrow and will be released to the seller upon the satisfaction of certain performance metrics during 2022 and 2023. The final number of shares to be issued to the seller, if any, from the escrow account will be calculated by multiplying the initial share amount by an earned share percentage in accordance with the purchase agreement and subtracting any forfeited indemnity shares . The dilutive effects of these shares were excluded from the diluted earnings per share calculation for the three months ended March 31, 2023 because they were anti-dilutive. The table below presents the Company’s potentially dilutive securities: As of March 31, 2023 Class B common stock 263,638,069 Public Warrants 22,999,900 Private Placement Warrants 10,533,292 Warrants - 2023 Term Loan 7,862,160 Restricted Stock Units 11,045,286 Stock Options 12,243,368 Contingent Shares Issued in Connection with Acquisitions 2,720,966 ESPP Shares 1,158,295 Potential Common Stock Equivalents 332,201,336 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATIONThe Company organizes its operations into one reportable segment. The Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), reviews financial information and makes decisions about resource allocation based on the Company’s responsibility to deliver high quality primary medical care services to the Company’s patient population. For the periods presented, all of the Company’s revenues were earned in the U.S., including Puerto Rico, and all of the Company’s long-lived assets were located in the U.S. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSThe Company has evaluated subsequent events through the filing of this Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The portion of an entity not wholly-owned by the Company is presented as non-controlling interests. All significant intercompany balances and transactions are eliminated in consolidation. The financial statements of the Company’s subsidiaries are prepared using accounting policies consistent with those of the Company. The Company has interests in various entities and considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. Included in the Company's consolidated results are Cano Health Texas, PLLC, Cano Health Nevada, |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. Such reclassifications impacted the classification of: repayments of equipment loans, repayment of finance lease obligation and employee stock purchase plan contributions within the statement of cash flows. Additionally, there were reclassifications related to revenue and direct patient expense within variable interest entities. These reclassifications had no impact on net loss as previously presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has evaluated recent accounting pronouncements through March 31, 2023 and believes that none of them will have a material effect on our unaudited condensed consolidated financial statements. |
Fair Value Measurements | ASC 820, " Fair Value Measurements and Disclosures" provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The 3 levels of the fair value hierarchy under the accounting standard are described as follows: • Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. • Level 2 Inputs to the valuation methodology include: • quoted prices for similar assets or liabilities in active markets; • quoted prices for identical or similar assets or liabilities in inactive markets; • inputs other than quoted prices that are observable for the asset or liability; • inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (i.e., contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
REVENUE AND ACCOUNTS RECEIVAB_2
REVENUE AND ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue | The Company’s revenue streams for the three months ended March 31, 2023 and 2022, respectively, were as follows: Three Months Ended March 31, 2023 2022 (in thousands) Revenue $ Revenue % Revenue $ Revenue % Capitated revenue Medicare $ 793,628 91.5 % $ 615,217 87.3 % Other capitated revenue 47,446 5.5 % 59,134 8.4 % Total capitated revenue 841,074 97.0 % 674,351 95.7 % Fee-for-service and other revenue Fee-for-service 11,693 1.3 % 9,970 1.4 % Pharmacy 12,106 1.4 % 11,515 1.6 % Other 2,036 0.3 % 8,501 1.3 % Total fee-for-service and other revenue 25,835 3.0 % 29,986 4.3 % Total revenue $ 866,909 100.0 % $ 704,337 100.0 % |
Schedule of Account Receivable Balance | The Company's accounts receivable balances are summarized for the periods indicated below. The Company’s accounts receivable are presented net of the unpaid service 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, 2023 and December 31, 2022. As of (in thousands) March 31, 2023 December 31, 2022 Accounts receivable $ 550,437 $ 388,122 Medicare risk adjustment 69,258 49,586 Unpaid service provider costs (377,473) (203,892) Accounts receivable, net $ 242,222 $ 233,816 |
Schedule of Concentration of Risk | Three Months Ended 2023 2022 Revenues 67.7% 65.1% As of March 31, 2023 December 31, 2022 Accounts receivable 55.5% 56.3% |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of March 31, 2023 and December 31, 2022, respectively: (in thousands) March 31, 2023 December 31, 2022 Third party receivables $ — $ 60,400 Other 26,577 19,203 Prepaid expenses and other current assets $ 26,577 $ 79,603 |
UNPAID SERVICE PROVIDER COSTS (
UNPAID SERVICE PROVIDER COSTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Activity in Unpaid Service Provider Costs | Activity in unpaid service provider costs for the three months ended March 31, 2023 and 2022, respectively, is summarized below: (in thousands) 2023 2022 Balance as of January 1, $ 318,554 $ 129,110 Incurred related to: Current year 603,672 401,771 Prior years 6,778 3,326 610,450 405,097 Paid related to: Current year 257,668 207,279 Prior years 279,110 104,785 536,778 312,064 Balance as of March 31, $ 392,226 $ 222,143 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Net Carrying Amount of Goodwill | net carrying amount of goodwill during the three months ended March 31, 2023, as compared to December 31, 2022. (in thousands) Goodwill as of December 31, 2022 $ 480,375 Business combinations — Impairment — Goodwill as of March 31, 2023 $ 480,375 |
PAYOR RELATIONSHIPS AND OTHER_2
PAYOR RELATIONSHIPS AND OTHER INTANGIBLES, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Total Intangible, Net | As of March 31, 2023, the Company’s total intangibles, net consisted of the following: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangibles: Trade names $ 1,409 $ (985) $ 424 Brand names 183,878 (36,389) 147,489 Non-compete agreements 85,476 (32,753) 52,723 Customer relationships 880 (245) 635 Payor relationships 631,214 (71,405) 559,809 Provider relationships 19,841 (8,280) 11,561 Total intangibles, net $ 922,698 $ (150,057) $ 772,641 As of December 31, 2022, the Company’s total intangibles, net consisted of the following: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangibles: Trade names $ 1,409 $ (945) $ 464 Brand names 183,878 (29,169) 154,709 Non-compete agreements 85,476 (28,341) 57,135 Customer relationships 880 (233) 647 Payor relationships 631,214 (63,510) 567,704 Provider relationships 19,842 (6,738) 13,104 Total intangibles, net $ 922,699 $ (128,936) $ 793,763 |
Schedule of Expected Amortization Expense of The Intangible Assets | Expected amortization expense for the Company’s existing amortizable intangibles for the next 5 years, and thereafter, as of March 31, 2023 is as follows: (in thousands) Amount 2023 - remaining $ 61,686 2025 60,901 2026 57,188 2027 47,007 2028 40,233 Thereafter 505,626 Total $ 772,641 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Operating Leases | Future minimum lease payments under operating and finance leases as of March 31, 2023 were as follows: (in thousands) Operating Finance Total 2023 - remaining $ 28,145 $ 2,333 $ 30,478 2024 35,976 2,930 38,906 2025 32,943 2,504 35,447 2026 30,165 1,911 32,076 2027 27,711 334 28,045 Thereafter 99,167 — 99,167 Total minimum lease payments 254,107 10,012 264,119 Less: amount representing interest (61,767) (1,607) (63,374) Lease liabilities $ 192,340 $ 8,405 $ 200,745 |
Schedule of Future Minimum Lease Payments for Finance Leases | Future minimum lease payments under operating and finance leases as of March 31, 2023 were as follows: (in thousands) Operating Finance Total 2023 - remaining $ 28,145 $ 2,333 $ 30,478 2024 35,976 2,930 38,906 2025 32,943 2,504 35,447 2026 30,165 1,911 32,076 2027 27,711 334 28,045 Thereafter 99,167 — 99,167 Total minimum lease payments 254,107 10,012 264,119 Less: amount representing interest (61,767) (1,607) (63,374) Lease liabilities $ 192,340 $ 8,405 $ 200,745 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following as of March 31, 2023 and December 31, 2022, respectively: (in thousands) March 31, 2023 December 31, 2022 Service fund liability 1 $ 11,924 $ 16,652 Other 8,832 7,839 Other current liabilities $ 20,756 $ 24,491 |
CONTRACT LIABILITIES (Tables)
CONTRACT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Significant Changes In The Contract Liabilities | A summary of significant changes in the contract liabilities balance during the period is as follows: (in thousands) Deferred revenue Balance at December 31, 2022 $ 6,461 Increases due to amounts collected — Revenues recognized from current period increases (675) Balance at March 31, 2023 $ 5,786 Of the March 31, 2023 contract liabilities balance, the Company expects to recognize the following amounts as revenue in the succeeding years: Years ended December 31, Amount (in thousands) 2023 - remaining $ 2,024 2024 2,514 2025 1,183 2026 65 2027 — Total $ 5,786 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company’s notes payable were as follows as of March 31, 2023 and December 31, 2022, respectively: (in thousands) 2023 2022 Term loan $ 636,377 $ 721,988 2023 Term Loan 1 152,071 — Senior Notes 300,000 300,000 Less: Current portion of notes payable (6,444) (6,444) 1,082,004 1,015,544 Less: Debt issuance costs (71,585) (17,738) Notes payable, net of current portion and debt issuance costs $ 1,010,419 $ 997,806 1. Includes $2.1 million of Paid-in-Kind ("PIK") interest that was incurred under the 2023 Term Loan through March 31, 2023. |
Schedule of Maturities of Long-term Debt | The following table sets forth the Company’s future principal payments as of March 31, 2023 , assuming mandatory prepayment does not occur: (in thousands) Year ending December 31, Amount 2023 $ 4,833 2024 6,444 2025 6,444 2026 6,444 2027 764,283 Thereafter 300,000 Total $ 1,088,448 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding the Level 3 inputs used for the fair value measurements of the warrant liabilities: As of Unobservable Input March 31, 2023 December 31, 2022 Exercise price $11.50 $11.50 Stock price $0.91 $1.37 Term (years) 3.2 3.4 Risk free interest rate 3.8% 4.1% Dividend yield None None Public warrant price $0.16 $0.22 |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2023 : (in thousands) Carrying Quoted Prices in Significant Significant Liabilities and assets measured at fair value on a recurring basis: Contingent consideration liability $ 4,000 $ — $ — $ 4,000 Contingent consideration asset (5,300) — — (5,300) Due to sellers liabilities 42,800 42,800 — — Public Warrant Liabilities 3,680 3,680 — — Private Placement Warrant Liabilities 1,685 — — 1,685 Total liabilities and assets measured at fair value $ 46,865 $ 46,480 $ — $ 385 The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2022: (in thousands) Carrying Quoted Prices in Significant Significant Liabilities and assets measured at fair value on a recurring basis: Contingent consideration liability $ 2,800 $ — $ — $ 2,800 Due to sellers liabilities 56,940 56,940 — — Public Warrant Liabilities 5,060 5,060 — — Private Placement Warrant Liabilities 2,313 — — 2,313 Total liabilities and assets measured at fair value $ 67,113 $ 62,000 $ — $ 5,113 |
Schedule of Liabilities Measured At Fair Value Using Significant Unobservable Inputs | The following table includes a roll forward of the amounts for the three months ended March 31, 2023 and 2022 and for liabilities measured at fair value: Fair Value Measurements for the Three Months Ended March 31, 2023 2022 Original Balance as of January 1, $ 67,113 $ 118,567 Change in fair value of contingent consideration (4,100) (4,661) Change in fair value of warrants (2,008) (27,162) Contingent consideration write off — — Contingent consideration reclassified to due to seller — — Due to sellers recognized at fair value — — Contingent consideration settled through equity — — Contingent consideration payments — — Change in fair value of due to sellers 1,139 $ — Due to seller payments (15,279) $ — Closing Balance as of March 31, $ 46,865 $ 86,744 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Aggregated VIE Assets and Liabilities and Performance | The table below illustrates the aggregated VIE assets and liabilities and performance for the Physicians Groups: (in thousands) March 31, 2023 December 31, 2022 Total Assets 1 $ 22,068 $ 16,247 Total Liabilities 1 $ 22,339 $ 19,445 Three Months Ended (in thousands) 2023 2022 Total revenue $ 27,661 $ 14,318 Operating expenses: 2 Third-party medical costs 18,252 6,631 Direct patient expense 7,387 5,764 Total operating expenses 25,639 12,395 Net income $ 2,022 $ 1,923 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Stock Options Granted Using Monte-Carlo model and Service Condition Awards | The fair values were calculated using the Monte-Carlo model with the following assumptions as of the June 3, 2021 grant date: As of June 3, 2021 Closing Cano share price as of valuation date $ 14.75 Risk-free interest rate 1.68% - 2.0% Expected volatility 45.0% Expected dividend yield 0.0% Expected cost of equity 9.0% As of March 15, 2022 Strike price $ 6.03 Risk-free interest rate 2.1% Expected volatility 70.0% Expected dividend yield 0.0% Expected term 6.25 As of March 31, 2023 Strike price $ 0.91 Risk-free interest rate 3.5% Expected volatility 100.0% Expected dividend yield 0.0% Expected term 6.25 |
Schedule of Activity of Unvested Options | A summary of the status of unvested options granted under the 2021 Plan through March 31, 2023 is presented below: Market-Based Stock Options Service-Based Stock Options Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance, December 31, 2021 12,703,698 $ 4.23 — — Granted — — 435,141 $ 3.88 Forfeitures (5,714) 4.23 — — Balance, March 31, 2022 12,697,984 $ 4.23 435,141 $ 3.88 Balance, December 31, 2022 10,634,998 $ 4.23 405,652 $ 3.88 Granted — — 1,479,711 0.74 Forfeitures (276,993) 4.23 — — Balance, March 31, 2023 10,358,005 $ 4.23 1,885,363 $ 1.42 |
Schedule of Unvested Restricted Stock Units and Performance Restricted Stock Activity | A summary of the status of unvested RSUs granted under the 2021 Plan through March 31, 2023 is presented below: Restricted-Stock Units Performance - Restricted-Stock Units Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance, December 31, 2021 4,460,772 $ 14.43 706,750 $ 12.73 Granted 7,454,302 6.02 — — Forfeitures — — — — Balance, March 31, 2022 11,915,074 $ 9.17 706,750 $ 12.73 Balance, December 31, 2022 10,672,574 $ 7.64 280,477 $ 13.36 Granted 734,020 0.91 — — Vested (40,336) 5.78 — — Forfeitures (601,449) 5.81 — — Balance, March 31, 2023 10,764,809 $ 7.29 280,477 $ 13.36 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net (Income) Loss Per Common Share | The following table sets forth the net income (loss) and the computation of basic and diluted per common stock for the periods indicated: Three Months Ended March 31, (in thousands, except shares and per share data) 2023 2022 Numerator: Net income (loss) $ (60,585) $ (85) Less: net loss attributable to non-controlling interests (32,435) (745) Net income (loss) attributable to Class A common stockholders (28,150) 660 Dilutive effect of Class B common stock (32,435) (745) Net loss attributable to Class A common stockholders - Diluted $ (60,585) $ (85) Basic and Diluted Earnings Per Share denominator: Weighted average common stock outstanding - basic 239,802,085 191,410,221 Net income (loss) per share - basic $ (0.12) $ 0.00 Diluted Earnings Per Share: Dilutive effect of Class B common stock on weighted average common stock outstanding 263,638,069 276,722,704 Weighted average common stock outstanding - diluted 503,440,154 468,132,925 Net loss per share - diluted $ (0.12) $ 0.00 |
Schedule of Diluted Net Income (Loss) Per Share | The table below presents the Company’s potentially dilutive securities: As of March 31, 2023 Class B common stock 263,638,069 Public Warrants 22,999,900 Private Placement Warrants 10,533,292 Warrants - 2023 Term Loan 7,862,160 Restricted Stock Units 11,045,286 Stock Options 12,243,368 Contingent Shares Issued in Connection with Acquisitions 2,720,966 ESPP Shares 1,158,295 Potential Common Stock Equivalents 332,201,336 |
NATURE OF BUSINESS AND OPERAT_2
NATURE OF BUSINESS AND OPERATIONS - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Aug. 11, 2021 shares | Jun. 03, 2021 USD ($) $ / shares shares | Mar. 31, 2023 vote state shares | Dec. 31, 2022 shares | |
Nature Of Business And Operations [Line Items] | ||||
Number of states in which entity operates within the U.S. and Puerto Rico | state | 9 | |||
Primary Care ITC Intermediate Holdings LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Percentage of controlling ownership | 35.10% | 49.80% | ||
Primary Care ITC Intermediate Holdings LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Percentage of non controlling ownership | 64.90% | 50.20% | ||
Jaws Acquisition Corp | Primary Care ITC Intermediate Holdings LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Payment to acquire business | $ | $ 466.5 | |||
Business combination, consideration transferred | $ | $ 3,534.9 | |||
Business acquisition equity interests issued or issuable shares (in shares) | 3,068,400,000 | |||
Business acquisition share price (in dollars per share) | $ / shares | $ 10 | |||
Jaws Acquisition Corp | PIPE Financing | ||||
Nature Of Business And Operations [Line Items] | ||||
Payment to acquire business | $ | $ 800 | |||
Class A | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock outstanding (in shares) | 261,819,529 | 224,118,566 | ||
Shares issued in PIPE financing (in shares) | 2,720,966 | |||
Class A | Jaws Acquisition Corp | PIPE Financing | ||||
Nature Of Business And Operations [Line Items] | ||||
Shares issued in PIPE financing (in shares) | 80,000,000 | |||
Class A | Jaws Acquisition Corp | Stock Outstanding Prior To Business Combination | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock outstanding (in shares) | 69,000,000 | |||
Class B common stock | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock outstanding (in shares) | 263,638,069 | 268,794,608 | ||
Class B common stock | Jaws Acquisition Corp | Primary Care ITC Intermediate Holdings LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Business acquisition equity interests issued or issuable shares (in shares) | 306,800,000 | |||
Class B common stock | Jaws Acquisition Corp | PCIH Shareholders | ||||
Nature Of Business And Operations [Line Items] | ||||
Stock issued during period, acquisitions (in shares) | 306,800,000 | |||
Class B common stock | Jaws Acquisition Corp | Founder Shares | Jaws Sponsor LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock outstanding (in shares) | 17,250,000 | |||
Class B common stock | Primary Care ITC Intermediate Holdings LLC | ||||
Nature Of Business And Operations [Line Items] | ||||
Common stock, voting rights (in dollars per share) | vote | 1 |
REVENUE AND ACCOUNTS RECEIVAB_3
REVENUE AND ACCOUNTS RECEIVABLE - Schedule of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 866,909 | $ 704,337 |
Revenue % | 100% | 100% |
Capitated revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 841,074 | $ 674,351 |
Revenue % | 97% | 95.70% |
Fee-for-service and other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 25,835 | $ 29,986 |
Revenue % | 3% | 4.30% |
Medicare | Capitated revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 793,628 | $ 615,217 |
Revenue % | 91.50% | 87.30% |
Other capitated revenue | Capitated revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 47,446 | $ 59,134 |
Revenue % | 5.50% | 8.40% |
Other capitated revenue | Fee-for-service and other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2,036 | $ 8,501 |
Revenue % | 0.30% | 1.30% |
Fee-for-service | Fee-for-service and other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 11,693 | $ 9,970 |
Revenue % | 1.30% | 1.40% |
Pharmacy | Fee-for-service and other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 12,106 | $ 11,515 |
Revenue % | 1.40% | 1.60% |
REVENUE AND ACCOUNTS RECEIVAB_4
REVENUE AND ACCOUNTS RECEIVABLE - Schedule of Account Receivable Balance (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | $ 242,222 | $ 233,816 |
Accounts receivable | ||
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | 550,437 | 388,122 |
Medicare risk adjustment | ||
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | 69,258 | 49,586 |
Unpaid service provider costs | ||
Schedule of Account Receivable [Line Items] | ||
Accounts receivable, net | $ (377,473) | $ (203,892) |
REVENUE AND ACCOUNTS RECEIVAB_5
REVENUE AND ACCOUNTS RECEIVABLE - Concentration of Risk (Details) - Customer Concentration Risk | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Three Payors | Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 67.70% | 65.10% |
Three Payors | Accounts receivable | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 55.50% | 56.30% |
Two Payors | Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 67.70% | 65.10% |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Schedule of Prepaid And Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Third party receivables | $ 0 | $ 60,400 |
Other | 26,577 | 19,203 |
Prepaid expenses and other current assets | $ 26,577 | $ 79,603 |
PREPAID EXPENSES AND OTHER CU_4
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Narrative (Details) | Mar. 31, 2023 day |
MSP Recovery Inc. | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of business day | 1 |
UNPAID SERVICE PROVIDER COSTS -
UNPAID SERVICE PROVIDER COSTS - Schedule of Activity in Unpaid Service Provider Cost For The Period (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Unpaid Service Cost [Roll Forward] | ||
Beginning balance | $ 318,554 | $ 129,110 |
Unpaid service cost incurred in current year | 603,672 | 401,771 |
Unpaid service cost incurred in prior years | 6,778 | 3,326 |
Total | 610,450 | 405,097 |
Unpaid service cost paid in current year | 257,668 | 207,279 |
Unpaid service cost paid in prior years | 279,110 | 104,785 |
Total | 536,778 | 312,064 |
Ending balance | $ 392,226 | $ 222,143 |
UNPAID SERVICE PROVIDER COSTS_2
UNPAID SERVICE PROVIDER COSTS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Increase (decrease) in estimates for unpaid service costs | $ 6.8 | $ 3.3 |
Incurred but not realized costs reclassified to other current liabilities | 14.8 | 64.8 |
Loss contingency insurance policy, deductible | 0.1 | 0.1 |
Loss contingency insurance policy, maximum coverage limit | 2 | 2 |
Loss contingency insurance policy, premiums | 1 | 2.5 |
Loss contingency insurance policy, insurance reimbursements | $ 0.6 | $ 2 |
GOODWILL - Changes in Net Carry
GOODWILL - Changes in Net Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill as of December 31, 2022 | $ 480,375 |
Business combinations | 0 |
Impairment | 0 |
Goodwill as of March 31, 2023 | $ 480,375 |
PAYOR RELATIONSHIPS AND OTHER_3
PAYOR RELATIONSHIPS AND OTHER INTANGIBLES, NET - Schedule of Total Intangible, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 922,698 | $ 922,699 |
Accumulated Amortization | (150,057) | (128,936) |
Total | 772,641 | 793,763 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,409 | 1,409 |
Accumulated Amortization | (985) | (945) |
Total | 424 | 464 |
Brand names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 183,878 | 183,878 |
Accumulated Amortization | (36,389) | (29,169) |
Total | 147,489 | 154,709 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 85,476 | 85,476 |
Accumulated Amortization | (32,753) | (28,341) |
Total | 52,723 | 57,135 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 880 | 880 |
Accumulated Amortization | (245) | (233) |
Total | 635 | 647 |
Payor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 631,214 | 631,214 |
Accumulated Amortization | (71,405) | (63,510) |
Total | 559,809 | 567,704 |
Provider relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 19,841 | 19,842 |
Accumulated Amortization | (8,280) | (6,738) |
Total | $ 11,561 | $ 13,104 |
PAYOR RELATIONSHIPS AND OTHER_4
PAYOR RELATIONSHIPS AND OTHER INTANGIBLES, NET - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 21.1 | $ 15.1 |
PAYOR RELATIONSHIPS AND OTHER_5
PAYOR RELATIONSHIPS AND OTHER INTANGIBLES, NET - Schedule of Expected Amortization Expense of The Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 - remaining | $ 61,686 | |
2025 | 60,901 | |
2026 | 57,188 | |
2027 | 47,007 | |
2028 | 40,233 | |
Thereafter | 505,626 | |
Total | $ 772,641 | $ 793,763 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Rent expense | $ 9.7 | $ 7.2 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease, term of contract | 1 year | |
Operating lease, term of contract | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease, term of contract | 15 years | |
Operating lease, term of contract | 15 years |
LEASES - Schedule of Lease Matu
LEASES - Schedule of Lease Maturity (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Operating | |
2023 - remaining | $ 28,145 |
2024 | 35,976 |
2025 | 32,943 |
2026 | 30,165 |
2027 | 27,711 |
Thereafter | 99,167 |
Total minimum lease payments | 254,107 |
Less: amount representing interest | (61,767) |
Lease liabilities | 192,340 |
Finance | |
2023 - remaining | 2,333 |
2024 | 2,930 |
2025 | 2,504 |
2026 | 1,911 |
2027 | 334 |
Thereafter | 0 |
Total minimum lease payments | 10,012 |
Less: amount representing interest | (1,607) |
Lease liabilities | 8,405 |
Total | |
2023 - remaining | 30,478 |
2024 | 38,906 |
2025 | 35,447 |
2026 | 32,076 |
2027 | 28,045 |
Thereafter | 99,167 |
Total minimum lease payments | 264,119 |
Less: amount representing interest | (63,374) |
Lease liabilities | $ 200,745 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Servicing Liabilities at Fair Value [Line Items] | ||
Service fund liability | $ 11,924 | $ 16,652 |
Other | 8,832 | 7,839 |
Other current liabilities | 20,756 | 24,491 |
IBNR | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Service fund liability | 14,800 | 114,700 |
Accounts receivable | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Service fund liability | $ 2,800 | $ 98,000 |
CONTRACT LIABILITIES - Addition
CONTRACT LIABILITIES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Change In Contract With Customer Liability [Line Items] | |||
Contract liabilities | $ 5,786 | $ 6,461 | |
Revenue recognized from contract liabilities | 675 | ||
Humana Affiliate Provider | |||
Change In Contract With Customer Liability [Line Items] | |||
Contract liabilities | 5,800 | $ 6,500 | |
Revenue recognized from contract liabilities | $ 700 | $ 600 |
CONTRACT LIABILITIES - Schedule
CONTRACT LIABILITIES - Schedule of Significant Changes In The Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Contract with Customer, Liability [Roll Forward] | |
Beginning balance | $ 6,461 |
Increases due to amounts collected | 0 |
Revenues recognized from current period increases | (675) |
Ending balance | $ 5,786 |
CONTRACT LIABILITIES - Revenue,
CONTRACT LIABILITIES - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 5,786 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 2,024 |
Revenue, remaining performance obligation, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 2,514 |
Revenue, remaining performance obligation, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,183 |
Revenue, remaining performance obligation, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 65 |
Revenue, remaining performance obligation, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 0 |
Revenue, remaining performance obligation, period | 12 months |
DEBT - Schedule of Notes Payabl
DEBT - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Less: Current portion of notes payable | $ (6,444) | $ (6,444) | |
Long-term debt, gross | 1,082,004 | 1,015,544 | |
Less: Debt issuance costs | (71,585) | (17,738) | |
Notes payable, net of current portion and debt issuance costs | 1,010,419 | 997,806 | |
Paid in kind interest expense | 2,071 | $ 0 | |
Term loan | |||
Debt Instrument [Line Items] | |||
Term loan | 636,377 | 721,988 | |
2023 Term Loan | |||
Debt Instrument [Line Items] | |||
Term loan | 152,071 | 0 | |
Paid in kind interest expense | 2,100 | ||
6.25% Senior Unsecured Notes Due 2028 | |||
Debt Instrument [Line Items] | |||
Senior Notes | $ 300,000 | $ 300,000 |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | ||||||||
Apr. 24, 2023 | Mar. 08, 2023 | Feb. 24, 2023 | Jan. 14, 2022 | Sep. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 23, 2020 | |
Debt Instrument [Line Items] | |||||||||
Letters of credit | $ 5,700 | $ 7,200 | |||||||
Debt issuance costs and debt discounts premium, net | 72,200 | 18,400 | |||||||
Interest expenses | 23,505 | $ 13,284 | |||||||
Paid in kind interest expense | 2,071 | 0 | |||||||
Amortization of debt issuance costs | 1,100 | $ 700 | |||||||
Class A | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants exercised during period (in shares) | 21.6 | ||||||||
Term and Senior Loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs and debt discounts premium, net | 71,600 | ||||||||
2023 Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants outstanding (in shares) | 29.5 | ||||||||
Paid in kind interest expense | 2,100 | ||||||||
2023 Term Loan | Class A | |||||||||
Debt Instrument [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ 0.01 | ||||||||
Warrants exercised during period (in shares) | 21.6 | ||||||||
2023 Term Loan | Subsequent Event | Class A | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants exercised during period (in shares) | 7.9 | ||||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs and debt discounts premium, net | 200 | $ 400 | |||||||
Revolving Credit Facility | New Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Effective interest rate | 9.52% | ||||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | New Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 4% | ||||||||
Write off of deferred financing costs | 1,400 | ||||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | New Term Loan | Basis Spread Determined Based On Credit Rating | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.75% | ||||||||
Revolving Credit Facility | New Credit Suisse Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, remaining borrowing capacity | 120,000 | ||||||||
Revolving Credit Facility | New Credit Suisse Agreement | Collateral Related To DCE Buiness | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash held as collateral | $ 13,000 | $ 4,400 | |||||||
Initial Term Loan And Each Delayed Draw Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of principal payment outstanding | 0.25% | ||||||||
Senior Notes | 6.25% Senior Unsecured Notes Due 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 6.66% | ||||||||
Proceeds from senior notes issuance | $ 300,000 | ||||||||
Interest rate | 6.25% | ||||||||
Percentage of principal amount redeemed with net cash proceeds of certain equity offerings | 40% | ||||||||
Redemption price percentage | 106.25% | ||||||||
Senior Notes | 6.25% Senior Unsecured Notes Due 2028 | Prior to October 1, 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of principal amount redeemed with net cash proceeds of certain equity offerings | 100% | ||||||||
Senior Notes | 6.25% Senior Unsecured Notes Due 2028 | On or after October 1, 2024 | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of principal amount redeemed with net cash proceeds of certain equity offerings | 100% | ||||||||
Senior Notes | 6.25% Senior Unsecured Notes Due 2028 | On or after October 1, 2024 | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of principal amount redeemed with net cash proceeds of certain equity offerings | 103.13% | ||||||||
Line of Credit | Secured Debt | 2023 Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 150,000 | ||||||||
Net leverage ratio, maximum | 5.80 | ||||||||
Line of Credit | Secured Debt | 2023 Term Loan | 18 to 30 months after initial funding date | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment premium in percentage equal to principle amount | 3% | ||||||||
Line of Credit | Secured Debt | 2023 Term Loan | 30 to 42 months after initial funding date | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment premium in percentage equal to principle amount | 2% | ||||||||
Line of Credit | Secured Debt | 2023 Term Loan | On or prior to the date that is the second anniversary of the closing date | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 14% | ||||||||
Line of Credit | Secured Debt | 2023 Term Loan | Thereafter | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 13% | ||||||||
Line of Credit | Secured Debt | Treasury Interest Rate | 2023 Term Loan | First 18 months after initial funding date | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment premium, basis spread on variable rate | 0.50% |
DEBT - Schedule of Maturities o
DEBT - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 4,833 |
2024 | 6,444 |
2025 | 6,444 |
2026 | 6,444 |
2027 | 764,283 |
Thereafter | 300,000 |
Total | $ 1,088,448 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 08, 2023 shares | Jan. 31, 2023 shares | Aug. 11, 2021 USD ($) trading_day shares | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Feb. 24, 2023 $ / shares shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair value, liability, recurring basis, level two debt | $ 782,000 | $ 745,900 | |||||
Business acquisition, equity interest issued value assigned | $ 30,000 | ||||||
Threshold consecutive trading days | trading_day | 20 | ||||||
Performance metrics to earn payout | 100% | ||||||
Decrease in fair value of warrants | (2,008) | $ (27,162) | |||||
2023 Term Loan | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 29,500,000 | ||||||
2021 Asset Acquisition | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Reclassified to current portions due to sellers | 27,300 | ||||||
2022 Asset Acquisition | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Classified to current portions due to sellers | $ 15,500 | ||||||
Public Warrants | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 23,000,000 | ||||||
Decrease in fair value of warrants | $ 1,400 | ||||||
Private Placement Warrants | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 10,500,000 | ||||||
Decrease in fair value of warrants | $ 600 | ||||||
Class A | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants exercised (in share) | shares | 21,600,000 | ||||||
Class A | 2023 Term Loan | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||||
Warrants exercised (in share) | shares | 21,600,000 | ||||||
Contingent Consideration | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Decrease in fair value | (4,100) | $ (4,661) | |||||
Class A | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Shares issued in PIPE financing (in shares) | shares | 2,720,966 | ||||||
Common stock (in shares) | $ 26 | $ 22 | |||||
Settlement of due to sellar (in shares) | shares | 9,700,000 | ||||||
Minimum | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earned share percentage | 0% | ||||||
Maximum | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earned share percentage | 100% |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Warrant Liability (Details) - Warrant Liabilities - Level 3 | Mar. 31, 2023 yr $ / shares | Dec. 31, 2022 yr $ / shares |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 11.50 | 11.50 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.91 | 1.37 |
Term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | yr | 3.2 | 3.4 |
Risk free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.038 | 0.041 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Public warrant price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.16 | 0.22 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | $ 67,113 | |
Total liabilities and assets measured at fair value | $ 46,865 | |
Carrying Value | Contingent consideration liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 4,000 | 2,800 |
Carrying Value | Contingent consideration asset | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | (5,300) | |
Carrying Value | Due to sellers liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 42,800 | 56,940 |
Carrying Value | Public Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 3,680 | 5,060 |
Carrying Value | Private Placement Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 1,685 | 2,313 |
Estimate of Fair Value Measurement | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 62,000 | |
Total liabilities and assets measured at fair value | 46,480 | |
Estimate of Fair Value Measurement | Level 1 | Contingent consideration liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Estimate of Fair Value Measurement | Level 1 | Contingent consideration asset | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Estimate of Fair Value Measurement | Level 1 | Due to sellers liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 42,800 | 56,940 |
Estimate of Fair Value Measurement | Level 1 | Public Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 3,680 | 5,060 |
Estimate of Fair Value Measurement | Level 1 | Private Placement Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Estimate of Fair Value Measurement | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | |
Total liabilities and assets measured at fair value | 0 | |
Estimate of Fair Value Measurement | Level 2 | Contingent consideration liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Estimate of Fair Value Measurement | Level 2 | Contingent consideration asset | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Estimate of Fair Value Measurement | Level 2 | Due to sellers liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Estimate of Fair Value Measurement | Level 2 | Public Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Estimate of Fair Value Measurement | Level 2 | Private Placement Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Estimate of Fair Value Measurement | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 5,113 | |
Total liabilities and assets measured at fair value | 385 | |
Estimate of Fair Value Measurement | Level 3 | Contingent consideration liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 4,000 | 2,800 |
Estimate of Fair Value Measurement | Level 3 | Contingent consideration asset | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | (5,300) | |
Estimate of Fair Value Measurement | Level 3 | Due to sellers liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Estimate of Fair Value Measurement | Level 3 | Public Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Estimate of Fair Value Measurement | Level 3 | Private Placement Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | $ 1,685 | $ 2,313 |
FAIR VALUE MEASUREMENTS - Sch_3
FAIR VALUE MEASUREMENTS - Schedule of Liabilities Measured At Fair Value Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 67,113 | $ 118,567 |
Contingent consideration write off | 0 | 0 |
Contingent consideration reclassified to due to seller | 0 | 0 |
Contingent consideration settled through equity | 0 | 0 |
Contingent consideration payments | 0 | 0 |
Change in fair value of due to sellers | 1,139 | 0 |
Due to seller payments | (15,279) | 0 |
Ending Balance | 46,865 | 86,744 |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value adjustments | (4,100) | (4,661) |
Warrant Liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value adjustments | (2,008) | (27,162) |
Due to sellers liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value adjustments | $ 0 | $ 0 |
VARIABLE INTEREST ENTITIES - Sc
VARIABLE INTEREST ENTITIES - Schedule of Aggregated VIE Assets and Liabilities and Performance (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | |||
Total Assets | $ 1,944,376 | $ 1,928,927 | |
Total Liabilities | 1,439,975 | 1,434,652 | |
Operating expenses: | |||
Total operating expenses | 906,438 | $ 715,793 | |
Net income (loss) | (60,585) | (85) | |
Selling, general and administrative expenses | 96,473 | 96,587 | |
Depreciation and amortization expense | 27,221 | 19,036 | |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Total Assets | 133,800 | 99,200 | |
Total Liabilities | 240,700 | 156,800 | |
Operating expenses: | |||
Selling, general and administrative expenses | 13,100 | 11,600 | |
Depreciation and amortization expense | 1,900 | 800 | |
Variable Interest Entity, Primary Beneficiary | Physicians Groups | |||
Variable Interest Entity [Line Items] | |||
Total Assets | 22,068 | 16,247 | |
Total Liabilities | 22,339 | $ 19,445 | |
Total revenue | 27,661 | 14,318 | |
Operating expenses: | |||
Third-party medical costs | 18,252 | 6,631 | |
Direct patient expense | 7,387 | 5,764 | |
Total operating expenses | 25,639 | 12,395 | |
Net income (loss) | $ 2,022 | $ 1,923 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 08, 2023 shares | Mar. 31, 2023 USD ($) property | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 24, 2023 USD ($) | Aug. 01, 2022 | |
Related Party Transaction [Line Items] | |||||||
Paid in kind interest expense | $ 2,071 | $ 0 | |||||
Debt issuance costs | 9,209 | 87 | |||||
Transactions with related party | 100 | 100 | |||||
2023 Term Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Paid in kind interest expense | 2,100 | ||||||
Secured Debt | 2023 Term Loan | Line of Credit | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, face amount | $ 150,000 | ||||||
On or prior to the date that is the second anniversary of the closing date | Secured Debt | 2023 Term Loan | Line of Credit | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 14% | ||||||
Thereafter | Secured Debt | 2023 Term Loan | Line of Credit | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 13% | ||||||
Issuance of Stock Warrants | Affiliated Entity | Class A | Diameter Capital Partners LP | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants exercised during period (in shares) | shares | 21,620,941 | ||||||
Issuance of Debt | Affiliated Entity | Secured Debt | 2023 Term Loan | Line of Credit | Diameter Capital Partners LP | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, face amount | $ 150,000 | ||||||
Paid in kind interest expense | 2,100 | ||||||
Debt issuance costs | 9,200 | ||||||
Issuance of Debt | Affiliated Entity | On or prior to the date that is the second anniversary of the closing date | Secured Debt | 2023 Term Loan | Line of Credit | Diameter Capital Partners LP | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 14% | ||||||
Issuance of Debt | Affiliated Entity | Thereafter | Secured Debt | 2023 Term Loan | Line of Credit | Diameter Capital Partners LP | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 13% | ||||||
Administrative Service Agreement | Dental Excellence Partners, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related party | 1,500 | ||||||
Administrative Service Agreement | Onsite Dental | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related party | 4,100 | ||||||
Operating Lease Agreements | Beneficial Owner | |||||||
Related Party Transaction [Line Items] | |||||||
Transactions with related party | 100 | 100 | |||||
Leased Medical Space Member | Humana | |||||||
Related Party Transaction [Line Items] | |||||||
Transactions with related party | $ 200 | $ 100 | |||||
General Contractor Agreements | Immediate Family Member of Management or Principal Owner | |||||||
Related Party Transaction [Line Items] | |||||||
Transactions with related party | 400 | 1,700 | |||||
Due from related parties | 500 | ||||||
Employment Compensation | Immediate Family Member of Management or Principal Owner | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related party | 135 | ||||||
Selling, General and Administrative Expenses | License Agreement | MedCloud Depot, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Transactions with related party | 1,000 | 500 | |||||
Due from related parties | 400 | ||||||
Fee For Service and Other Revenues | Administrative Service Agreement | Dental Excellence Partners, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 200 | $ 200 | |||||
Chief Operating Officer | Operating Lease Agreements | Beneficial Owner | |||||||
Related Party Transaction [Line Items] | |||||||
Number of other properties leased | property | 3 | ||||||
MedCloud Depot, LLC | Chief Operating Officer | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of controlling ownership | 20% |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) $ in Millions | 3 Months Ended | |||||
Mar. 31, 2023 USD ($) shares | Mar. 15, 2022 shares | Jun. 03, 2021 day shares | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) shares | Jun. 02, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 9 | $ 13.2 | ||||
Market-Based Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted (in shares) | shares | 12,800,000 | 0 | 0 | |||
Common stock threshold consecutive trading days | day | 20 | |||||
Percentage of vesting awards during period | 50% | |||||
Unrecognized compensation cost | $ 13.9 | $ 13.9 | ||||
Remaining service period | 1 year 2 months 12 days | |||||
Service-Based Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted (in shares) | shares | 1,900,000 | 1,900,000 | 1,479,711 | 435,141 | ||
Unrecognized compensation cost | $ 2.2 | $ 2.2 | ||||
Remaining service period | 2 years 3 months 18 days | |||||
Vesting period | 4 years | |||||
Service-Based Stock Options | Awards Vesting Annually after March 15, 2022 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of vesting awards during period | 25% | |||||
Restricted-Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Unrecognized compensation expenses | 61.1 | $ 61.1 | ||||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year 3 months 18 days | |||||
Restricted-Stock Units | Certain Executives | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
Restricted-Stock Units | Non-Employee, Board of Director Member | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Performance - Restricted-Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expenses | $ 1 | $ 1 | ||||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year 1 month 6 days | |||||
2021 Stock Option and Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | shares | 52,000,000 | |||||
2021 ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | shares | 4,700,000 | |||||
Cumulatively increase of common stock reserved and available for issuance (in shares) | shares | 15,000,000 | |||||
Percentage of cumulative increase of common stock capital shares reserved for future issuance over common stock issued and outstanding | 1% | |||||
Stock based compensation expense | $ 0.4 | $ 0.6 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Fair Value of Stock Options Granted Using Monte-Carlo Model (Details) - $ / shares | 3 Months Ended | ||
Mar. 15, 2022 | Jun. 03, 2021 | Mar. 31, 2023 | |
Market Condition Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Strike price (in dollars per share) | $ 14.75 | ||
Risk-free interest rate minimum | 1.68% | ||
Risk-free interest rate maximum | 2% | ||
Expected volatility | 45% | ||
Expected dividend yield | 0% | ||
Expected term | 9% | ||
Service-Based Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Strike price (in dollars per share) | $ 6.03 | $ 0.91 | |
Risk-free interest rate | 2.10% | 3.50% | |
Expected volatility | 70% | 100% | |
Expected dividend yield | 0% | 0% | |
Expected term | 625% | 625% |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Activity of Unvested Options (Details) - $ / shares | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 15, 2022 | Jun. 03, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Market-Based Stock Options | |||||
Shares | |||||
Beginning Balance (in shares) | 10,634,998 | 12,703,698 | |||
Granted (in shares) | 12,800,000 | 0 | 0 | ||
Forfeitures (in shares) | (276,993) | (5,714) | |||
Ending Balance (in shares) | 10,358,005 | 10,358,005 | 12,697,984 | ||
Weighted Average Grant Date Fair Value | |||||
Beginning Balance (in dollars per share) | $ 4.23 | $ 4.23 | |||
Granted (in dollars per share) | 0 | 0 | |||
Forfeitures (in dollars per share) | 4.23 | 4.23 | |||
Ending Balance (in dollars per share) | $ 4.23 | $ 4.23 | $ 4.23 | ||
Service-Based Stock Options | |||||
Shares | |||||
Beginning Balance (in shares) | 405,652 | 0 | |||
Granted (in shares) | 1,900,000 | 1,900,000 | 1,479,711 | 435,141 | |
Forfeitures (in shares) | 0 | 0 | |||
Ending Balance (in shares) | 1,885,363 | 1,885,363 | 435,141 | ||
Weighted Average Grant Date Fair Value | |||||
Beginning Balance (in dollars per share) | $ 3.88 | $ 0 | |||
Granted (in dollars per share) | 0.74 | 3.88 | |||
Forfeitures (in dollars per share) | 0 | 0 | |||
Ending Balance (in dollars per share) | $ 1.42 | $ 1.42 | $ 3.88 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Unvested Restricted Stock Units Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted-Stock Units | ||
Shares | ||
Beginning balance (in shares) | 10,672,574 | 4,460,772 |
Granted (in shares) | 734,020 | 7,454,302 |
Vested (in shares) | (40,336) | |
Forfeitures (in shares) | (601,449) | 0 |
Ending balance (in shares) | 10,764,809 | 11,915,074 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 7.64 | $ 14.43 |
Granted (in dollars per share) | 0.91 | 6.02 |
Vested (in dollars per share) | 5.78 | |
Forfeitures (in dollars per share) | 5.81 | 0 |
Ending balance (in dollars per share) | $ 7.29 | $ 9.17 |
Performance - Restricted-Stock Units | ||
Shares | ||
Beginning balance (in shares) | 280,477 | 706,750 |
Granted (in shares) | 0 | 0 |
Vested (in shares) | 0 | |
Forfeitures (in shares) | 0 | 0 |
Ending balance (in shares) | 280,477 | 706,750 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 13.36 | $ 12.73 |
Granted (in dollars per share) | 0 | 0 |
Vested (in dollars per share) | 0 | |
Forfeitures (in dollars per share) | 0 | 0 |
Ending balance (in dollars per share) | $ 13.36 | $ 12.73 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) $ in Millions | Nov. 01, 2020 USD ($) |
Prime Vendor Agreement PVA | |
Loss Contingencies [Line Items] | |
Notice of termination, period | 90 days |
Purchase obligation | $ 0.8 |
New Agreement | |
Loss Contingencies [Line Items] | |
Purchase obligation | $ 0.6 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) | 3 Months Ended | ||
Jun. 03, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 0% | 108.60% | |
Tax receivable agreement, percent of tax savings | 85% |
NET INCOME (LOSS) PER SHARE - S
NET INCOME (LOSS) PER SHARE - Schedule of Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income (loss) | $ (60,585) | $ (85) |
Less: net loss attributable to non-controlling interests | (32,435) | (745) |
Net income (loss) attributable to Class A common stockholders | (28,150) | 660 |
Dilutive effect of Class B common stock | (32,435) | (745) |
Net loss attributable to Class A common stockholders - Diluted | $ (60,585) | $ (85) |
Basic and Diluted Earnings Per Share denominator: | ||
Weighted average common stock outstanding - basic (in shares) | 239,802,085 | 191,410,221 |
Net income (loss) per share - basic (in dollars per share) | $ (0.12) | $ 0 |
Dilutive effect of Class B common stock on weighted average common stock outstanding (in shares) | 263,638,069 | 276,722,704 |
Weighted average common stock outstanding - diluted (in shares) | 503,440,154 | 468,132,925 |
Net loss per share - diluted (in dollars per share) | $ (0.12) | $ 0 |
NET INCOME (LOSS) PER SHARE - A
NET INCOME (LOSS) PER SHARE - Additional Information (Details) $ in Millions | Aug. 11, 2021 USD ($) trading_day shares |
Business Acquisition [Line Items] | |
Threshold consecutive trading days | 20 |
Other acquisitions | |
Business Acquisition [Line Items] | |
Number of shares of equity interests issued to acquire entity (in shares) | shares | 2,720,966 |
Equity interests issued and issuable | $ | $ 30 |
Threshold consecutive trading days | 20 |
NET INCOME (LOSS) PER SHARE- Sc
NET INCOME (LOSS) PER SHARE- Schedule of Diluted Net Loss Per Share (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 332,201,336 |
Class B common stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 263,638,069 |
Warrant | Public Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 22,999,900 |
Warrant | Private Placement Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 10,533,292 |
Warrant | Warrants - 2023 Term Loan | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 7,862,160 |
Restricted Stock Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 11,045,286 |
Stock Options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 12,243,368 |
Contingent Shares Issued in Connection with Acquisitions | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 2,720,966 |
ESPP Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential Common Stock Equivalents (in shares) | 1,158,295 |
SEGMENT INFORMATION - Additiona
SEGMENT INFORMATION - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 reporting_segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |